“Yandex.Direct” Service Offer
Dubai, United Arab Emirates
The present document constitutes the offer of Air Smart Advertising Solutions FZ-LLC (hereinafter – “Yandex”) to enter into the Yandex.Direct Service Agreement on the following terms and conditions.
1. TERMS AND DEFINITIONS
1.1. For the purposes of this Agreement the following terms shall have the following meaning:
Accounting Period shall mean a calendar month during which Yandex provided Advertiser with the Services.
Advertisement shall mean an advertising banner, which contains advertising information and a Link provided by an Advertiser as part of a specific Advertising Campaign to go on display according to the Offer terms and conditions.
Advertiser shall mean a person who has accepted the Offer. The Advertiser shall be a сustomer, who orders Yandex.Direct Services under the Agreement and bears responsibility for all its activities and activities of its representatives in Client web-interface.
Advertising Campaign shall mean the aggregate of Advertisements ordered by the Advertiser with respect to which the Services are rendered under the Agreement in accordance with the terms and conditions for placing Advertisements set out by the Advertiser. Each Advertising Campaign has a unique number assigned by Yandex upon its creation by the Advertiser and may contain one or more Advertisements.
Advertising Space shall mean a place allocated on a web page design for placing (displaying) Advertisements.
Agreement shall mean an agreement between the Advertiser and Yandex for rendering Yandex.Direct Services, which shall be entered into by the Offer Acceptance.
Bid shall have the meaning defined in the Ad Serving Rules (https://yandex.com/legal/direct_display_rules_ch).
Click shall mean any of the following actions:
- a User's call by reference from the Link contained in the Advertisement upon the impression thereof, or
- a User's call by reference from the mark impressed on Yandex services pages, which redirects the User to a special block containing the Advertisement and(or) contact information by the Advertiser and(or) Directory Information (in cases provided by and as defined in Clause 5.15 Ad Serving Rules, https://yandex.com/legal/direct_display_rules_ch.
Client web-interface shall mean a program interface for interaction of the Advertiser with Yandex.Direct service. Client web-interface contains information about Advertiser, statistics and other data of Yandex.Direct Services and offers opportunities for remote interaction of the Parties within the Agreement (making and copying the Advertisements, managing the Advertising Campaign, selection of key words, fixing Bids and other services). Client web-interface shall be available for the Advertiser after authorization using of login and password of the Advertiser at Yandex Websites, via application programs (including programs for digital devices) or API.
Contextual Advertising shall mean the principle for displaying of an Advertisement. This principle means that an Advertisement shall be displayed subject to available potential match of a subject (context) of the web page displaying the Advertisement and(or) a match of interests of the User to whom the Advertisement is displayed to the subject matter of such Advertisement. Potential match is automatically determined by Yandex. Subject matter of the Advertisement is determined by the aggregate key words/phrases stated by the Advertiser in a related Advertising Campaign as a criterion for Impression of this Advertisement, or otherwise.
Conversion shall mean any of the following actions performed during a single Visit Session (as this term is defined in Clause 9 of the Terms of Use of Yandex.Metriсa service and AppMetrica https://yandex.com/legal/metrica_termsofuse):
- a User fills out an application form on the Advertiser’s website, or
- a User clicks the Advertiser’s feedback button (e.g., phone number, email, WhatsApp, VK, Instagram), or
- a User adds a product to the cart on the Advertiser’s website, or
- installing of a mobile application by a User, or
- User’s registration in the mobile application, or
- launching the mobile application by a User, or
- other actions specified by the Advertiser in Yandex.Metrica and AppMetrica services as conversion actions.
If the Advertiser uses services other than Yandex.Metrica and AppMetrica, “Conversion” shall mean any action specified by the Advertiser in such services as a conversion action.
Cost per Click shall mean an amount deducted from the Advertiser for one Сlick.
Cost per Conversion shall mean the amount charged to the Advertiser per Conversion.
CPA shall mean the cost per action (Conversion). The maximum CPA shall be set by the Advertiser in the Client web-interface for the entire Advertising Campaign.
CPM shall mean cost per thousand impressions. The Advertiser sets the maximum CPM or, depending on the strategy chosen by the Advertiser, the maximum average CPM in the Client web-interface for the entire group of Advertisements.
Fees shall have the meaning given to it in Clause 4.3.
Geo Targeting shall mean display of the Advertisement to Users having computer internet IP-addresses (or proxy servers) belonging, to the knowledge of Yandex, to a specified geographic area; or who have set a specified geographic region as their geo-location on Yandex internet information resources; or who specified the given geographical region in their Search Query; or whose most frequent location coordinates correspond, to the knowledge of Yandex, to the given geographic region. Provided however, that display of the Advertisement to Users who specified the given geographical region in their Search Query, or Users whose most frequent location coordinates correspond, to the knowledge of Yandex, to the given geographic region, is not guaranteed. The Advertiser can disable the Advertisement for Users who specified the given geographical region in their Search Query and whose most frequent location coordinates correspond, to the knowledge of Yandex, to the given geographic region in the Client web-interface.
Impression shall mean placement/display of an Advertisement in Advertising Spaces.
Link shall mean a text link or image included in an Advertisement which leads Users who clicked on it to:
(a) an information resource (website) on the Internet which address (URL) is stated by the Advertiser for the Advertisement (“Link to a website”); or
(b) a specific web page which contains contacts provided by the Advertiser for such an Advertisement, and other information about (but not limited to) the object of advertising, and(or) the Advertiser, and(or) to the chat mode where the User may in his/her sole discretion make a call at a contact phone number specified by the Advertiser (“Link to contacts”).
Losses shall mean any and all liabilities, costs, expenses, damages, fines and losses (including but not limited to any direct, indirect or consequential losses, loss of profit and loss of reputation) and all interest, penalties, legal costs and all other reasonable professional costs and expenses (each calculated on a full indemnity basis).
Media Advertising shall mean banner Advertisements placed under the terms of the Offer, the Price List, the Price List on Media Services and Media Advertising Placement Rules.
Offer shall mean this document “Yandex.Direct” Service Offer located on the Internet at https://yandex.com/legal/offer_direct_ae.
Offer Acceptance shall mean complete and unconditional acceptance of the Offer by performing actions as specified in Clause 5 below. An Agreement shall be entered into upon the Offer Acceptance.
Search Advertising shall mean the principle for displaying an Advertisement in Advertising Spaces. This principle means that an Advertisement shall be displayed subject to available respective word/phrase specified by the Advertiser as a criterion (a key word/key word phrase) for Display of this Advertisement in the User’s Search Query. Other (additional) criteria for Advertisement Display (geo targeting, etc.) can be also included.
Search Engine shall mean a hardware and software complex, with the interface placed on the Internet and intended for information search by Users.
Search Results Pages shall mean Internet web pages containing links to the Internet resources (websites, web pages) selected by the Search Engine according to a Search Query.
Search Query shall mean a text query for information search on the Internet entered in the search bar of a Search Engine by a User, including as amended according to Search Engine rules (misprint correction, language layout and so on).
Services, Yandex.Direct Services shall mean Yandex services of placing of the Advertiser’s Advertisements on the Internet based on the Search, Contextual and Media Advertising principles according to the Offer terms and conditions.
User shall mean a visitor of Internet information resources.
Yandex Websites shall mean information resources of Yandex or its affiliated parties located on the Internet.
Yandex.Direct Website shall mean the site located on the Internet at http://direct.yandex.com (or other national domains).
Yandex Statistics shall mean the information generated via the Yandex automated tracking system. Yandex Statistics shall be computed based on, inter alia, results of processing queries and Users’ Clicks.
1.2. The Offer can use other terms, which are not mentioned in Clause 1.1 above. In this event such terms shall be interpreted according to the Offer. In case of ambiguity in interpretations of a term in the Offer the term shall be interpreted as defined: primarily – in accordance with the applicable law, and secondarily – as may be described or defined on the Yandex.Direct Website, thereafter – as exists (common) on the Internet.
2. SUBJECT MATTER OF THE AGREEMENT
2.1. The Agreement relates to the provision of Yandex.Direct Services by Yandex to the Advertiser according to the terms of the Offer and in consideration for the payment of the Fees by the Advertiser.
3. USE OF YANDEX.DIRECT SERVICES
Advertising campaigns
3.1. The Services shall be rendered only in relation to those Advertising Campaign(s) in respect of which the Advertiser has accepted the Offer.
3.2. The Advertiser (the Advertiser’s representative) shall independently prepare and edit an Advertising Campaign including preparing and editing Advertisements, selection of key words according to the standard form in the subsection “Place an Ad” on the Yandex.Direct Website or the corresponding application programs (including programs for digital devices) following all the requirements set out in the Offer, unless otherwise additionally agreed upon by the Parties. In doing this:
3.2.1. the Advertiser (the Advertiser’s representative) shall get access to the specified form for developing an Advertising Campaign via Client web-interface after his/her/its authorization as a registered user on the Yandex.Direct Website or the corresponding application programs (including programs for digital devices) by entering the Advertiser’s login and password (“Registration Data”);
3.2.2. the Advertiser shall independently save the Advertising Campaign by using a corresponding function in the mode of Advertising Campaign development and order. An Advertising Campaign saved by the Advertiser shall be stored for at least twelve (12) months following which it ceases to appear in the subsection “My Campaigns” of the Yandex.Direct Website or the corresponding application programs (including programs for digital devices). Stored information shall include according to the offered form (but not limited to): the name, the advertising content, time period and terms and conditions of its display (key words, geo targeting terms and conditions), Links (website address and(or) contacts), other terms and conditions.
3.3. A method of an Advertisement display (statically or dynamically, other parameters of display) and Advertisement search results position in the display area (a position) shall be defined according to provisions of the Rules or Placement Rules (when Media Advertising is placed).
3.4. In the course of preparing, developing and altering an Advertising Campaign the Advertiser shall ensure that the Advertising Campaign (including the contents of each individual Advertisement and the contents of any Links contained therein) meets: (a) all applicable Yandex requirements with respect to Advertisements, as set out in the Offer; (b) all applicable legal standards and requirements, including without limitation the legislation on advertising, on intellectual property, on competition protection under the laws of: (i) the United Arab Emirates; (ii) the territory in which the Advertiser is located; (iii) the territory where the goods or services being advertised are supplied, if this differs from the territory in which the Advertiser is located; and (iv) the territory in which any User being geo-targeted is located.
3.5. The Advertiser may apply additional settings and(or) strategies of Advertisements placement and(or) additional functionalities on Advertising Campaign(s) management which allow the Advertiser to automatically generate content for the Advertisements including, but not limited to: headlines of the Advertisements, Links, icons, and to specify key words for Advertisements display. In this case, the Advertiser agrees that it shall be solely responsible for the compliance of the generated Advertisements content with the applicable laws, including advertising and competition legislation. At the same time, Yandex does not guarantee error-free work of these additional settings and functionalities. Yandex does not guarantee as well fitness of such functionalities, settings and(or) strategies for the specific purposes of the Advertiser.
3.6. The Advertiser shall provide Yandex with duly certified copies of respective licenses, certificates or permissions no later than the relevant Advertising Campaign goes live, or within one (1) business day upon Yandex’s request (whichever is sooner) if the advertised goods, services or business activities are subject to licensing and(or) obligatory certification or permission requirements. If the Advertiser fails to present the above documents Yandex shall be entitled to refuse and(or) to suspend (to stop) placing the relevant Advertisements and(or) the entire Advertising Campaign.
3.7. The Advertiser shall be entitled to alter an Advertising Campaign at any time subject to compliance with all requirements specified in the Offer.
3.8. Subject to Clause 4.7 of the Offer the Advertiser may suspend or stop an Advertising Campaign at any time.
3.9. Yandex hereby reserves the right to remove the Advertising Campaign placed under the Agreement from Yandex.Direct service twelve (12) months after termination of such Advertising Campaign. Within the above period the Advertiser shall have access to such Advertising Campaign after authorization with its Registration Data.
Requirements to Advertisements
3.10. Appearance (format, size and other parameters) of all Advertisements shall comply with the criteria set out in the Requirements or Banner Requirements or HTML5 Banners Requirements (as applicable depending on the Advertisement type). An Advertisement must contain the Link, and:
3.10.1. an Advertisement may include a Link to a website together with a Link to contacts, or either of the above Links (if not otherwise stipulated in the Binding documents) (not applicable to Media Advertising);
3.10.2. a Link to contacts in an Advertisement may be specifically indicated in the design of such Advertisement. Yandex shall define the way and appearance of such indication at its discretion (not applicable to Media Advertising);
3.10.3. if an Advertisement has both a Link to a website and a Link to contacts, the terms and conditions of geo targeting specified by the Advertiser, as well as other conditions of placement and payment, shall be equally applicable to both Links (not applicable to Media Advertising);
3.10.4. the requirements of the Offer are equally applied to contents, format, terms and conditions for using any information provided by the Advertiser for purposes of placement a Link to contacts in an Advertisement. Such information, including address, phone number and(or) other details, shall be provided by the Advertiser and shall be placed by Yandex on a special page and(or) in a special block. Yandex has the right to determine in its sole discretion format, appearance and address (URL) of such special page and(or) a special block (not applicable to Media Advertising);
3.10.5. the Advertiser shall be solely responsible for: (a) the accuracy of the information provided to be placed via a Link to contacts and(or) in a special block; (b) infringement of third parties’ rights when placing such information as part of an Advertising Campaign; and (c) compliance with applicable legal requirements of the information on the contact page and(or) in a special block (not applicable to Media Advertising);
3.10.6. when accepting an Advertisement for placement, Yandex shall be entitled (but not obliged) to verify (independently or involving third parties as subcontractors) information provided by the Advertiser, including accuracy of contact details, availability of telephone numbers, match of goods/services offered using the contact details with contents of an Advertisement;
3.10.7. when accepting an Advertisement for placement, Yandex shall be entitled (but not obliged) to refuse to place contacts and a Link to contacts included in an Advertisement and(or) to refuse to accept an Advertisement if such Link is the only one in the Advertisement and contacts under such Link are the only contacts specified for contacting the Advertiser. Yandex shall have the right to refuse to place either due to incompliance of contacts with requirements of Clauses 3.10.4 to 3.10.6. above or without explanation of reasons for such refusal (not applicable to Media Advertising);
3.10.8. in the course of Services rendering, including after start of Advertisement placement, Yandex shall be entitled to remove a Link to contacts from an Advertisement and(or) to suspend Advertisement display if such Link is the only one available, if any errors and(or) inaccuracy are revealed, including those resulting from verification according to Clause 3.10.6 above (not applicable to Media Advertising).
3.11. The Advertisement shall comply with the General Requirements from Binding Documents.
3.12. Yandex shall be entitled (but not obliged) to verify Advertisements for their compliance with requirements of the Offer both prior to commencement of the Services and any time after the Advertising Campaign was placed for the first time. If an Advertisement fails to meet the requirements of the Offer Yandex shall be entitled to refuse or to terminate its.
3.13. Acceptance for placement and(or) confirmation by Yandex of the possibility to place any Advertising Campaign and(or) any changes to it shall under no circumstances mean confirmation by Yandex of the Advertiser’s right and(or) granting the right to the Advertiser by Yandex to use any intellectual property belonging to third parties, including key words, in such an Advertising Campaign in any way.
3.14. When Advertising materials displayed on the Partner Resources are geo targeted to the Russian Federation, Parties represent, warrant and undertake before each other to comply with the provisions of Article 18.1 of the Law No. 38-FZ of 13.03.2006 of the Russian Federation "On Advertising" (hereinafter – "Advertising law") and the provisions of the applicable regulations of the Russian Federation governing the accounting and labelling of advertising on the Internet. The Partner hereby instructs and Yandex undertakes to provide information on distributed advertising materials to the unified online advertising register (hereinafter – "UOAR") of the federal executive authority responsible for control and supervision in the field of mass media, mass communications, information technology (hereinafter – "Roskomnadzor") through the advertising data operator (hereinafter – "ADO") in accordance with the procedure and terms established by the current legislation of the Russian Federation in the unchanged form received from the Partner and (or) its counterparty (if applicable) (changes are allowed due to technical requirements only; hereinafter – "Provision of information to the UOAR").
3.14.1. The Parties have agreed that the above requirements in terms of confidential information shall be fulfilled through Yandex Advertising Data Operator Limited Liability Company (OGRN 1227700413962; hereinafter referred to as "Yandex ADO") in accordance with the Terms of data reporting posted at: https://yandex.ru/legal/ord_terms/?lang=en. For the avoidance of doubt, under no circumstances Yandex is responsible for the actions or omissions of Yandex ADO, UOAR and (or) Roskomandzor. In case the Partner has any claims and/or comments on the fulfillment of the requirements provided for in Article 18.1 of the Advertising law, which are the responsibility of Yandex ADO, UOAR and/or Roskomnadzor, the Partner undertakes to send such claims, comments and questions directly to the relevant persons and/or government agencies.
3.14.2. For the avoidance of doubt, Yandex assumes no obligation to verify the information provided by the other Party and/or its counterparty (if applicable), and is not responsible for its accuracy, relevance, completeness, compliance with the current legislation of the Russian Federation and the Terms and Conditions for submission of advertising information to the UOAR. At the same time, the Partner undertakes to provide the necessary information in a timely manner and exclusively using the appropriate interface in such a way that Yandex is able to fulfill its obligations in full. This, in particular, means that the Partner guarantees the completeness, reliability, relevance and timeliness of their provision to Yandex of information about the advertising distributed under the Agreement, its advertisers, advertising distributors, advertising system operators and other persons involved in advertising (if applicable), as well as that the Partner has the right to transmit information to Yandex about the specified persons, as well as instruct Yandex to Provide information to the UOAR in the part related to the specified persons (if applicable). The Partner also undertakes to respond to Yandex's requests within 1 (one) calendar day in connection with Yandex receiving requests from Yandex ADO, UOAR and (or) government agencies of the Russian Federation regarding compliance with the requirements provided for in Article 18.1 of the Advertising law.
3.14.3. The Advertiser agrees that for the purposes of fulfilling the requirements set forth in Article 18.1 Advertising law, the phone number specified by the Partner when creating an account in Yandex ID (https://passport.yandex.com) may be included in the advertising information reported to UOAR.
3.15. The Advertiser hereby grants and shall procure the grant thereof to Yandex, a non-exclusive, transferable, sublicensable, worldwide, fully paid up license for Yandex to use, display, host, reproduce, transmit or otherwise make available the Advertisements for the duration of the Agreement for any purpose connected with the performance of the Services,including but not limited to for the purposes of publication within the public reports described at Clause 3.22 below.
Use of the Client Web-Interface
3.16. The Advertiser shall be solely responsible for safety and confidentiality of the Registration Data. Any actions connected to Advertising Campaigns which involve using the Advertiser’s Registration Data shall be deemed performed by the Advertiser. The Advertiser shall be solely responsible for any actions performed using its Registration Data. Yandex shall bear no responsibility for unauthorized use of the Advertiser’s Registration Data by third parties.
3.17. Yandex shall ensure availability of Yandex Statistics to the Advertiser (and(or) the Advertiser’s representative) through the Client web-interface when rendering the Services under the Agreement. Yandex Statistics is available to the Advertiser after the authorization using its Registration Data on the Yandex Websites, through application programs (including programs for mobile devices) or API. Yandex shall bear no responsibility if the Advertiser fails to review statistics for any reasons beyond Yandex control.
3.18. Yandex gives no warranty in respect to use and results (efficiency) of use of statistics on the number of Advertisement impressions by the Advertiser and on frequency of using the key words chosen by the Advertiser in Search Queries, application of the geo targeting, or use of the “Audience” Service (https://audience.yandex.com) by the Advertiser.
3.19. Statistics on the number of queries containing specific key words/phrases and details on associative selection of words available on ya.ru shall be intended solely for the purposes of placing a Search and Media Advertising as part of the Yandex.Direct Services and shall not be used in the automatic mode (using scripts, etc.).
3.20. Yandex shall ensure confidentiality with respect to the Advertiser (and(or) the Advertiser’s representative) and its Advertising Campaigns according to the Privacy Policy terms and conditions of (https://yandex.com/legal/confidential), including by means of providing access to an Advertising Campaign only upon entering the Advertiser’s Registration Data. Advertisement included in an Advertising Campaign shall be kept confidential until display of the corresponding Advertisement begins.
3.21. The Parties agree that the confidentiality provisions outlined above shall not apply to the registration data (which includes without limitation personal data, specified by the Advertiser upon registration with Yandex Websites (via the corresponding application programs (including programs for digital devices) and(or) upon entering into the Agreement) to the extent that Yandex uses such information for the purpose of billing the Advertiser for the Services, executing invoices and reports on rendered Services. Such documents shall specify information (including personal data) and details provided by the Advertiser.
3.22. Notwithstanding the foregoing, the Advertiser agrees that information related to the placement of the Advertisements by the Advertiser (Advertisements provided for placement, including those that were declined by Yandex, statistics and cost of Services, but without limitation of the foregoing) could be included into the public reports published by Yandex in order to increase transparency and social responsibility of Yandex and the Advertisers using Yandex.Direct to place their Advertisements.
Restrictions on use of Yandex.Direct Services
The Advertiser hereby undertakes:
3.23. Not to misuse the opportunities provided to the Advertiser for placing of Advertisements as part of an Advertising Campaign under the Agreement (including the technical option of an independent choice of key words, developing and altering Advertisement wording, specifying a hyperlink, a Link to contacts, any other opportunities for developing and making alterations to an Advertising Campaign).
3.24. Not to use, either independently or with involvement of third parties, the Services and(or) Yandex.Direct functionality for the purposes which can be qualified as infringement of third parties’ intellectual rights, unfair competition or other violations of the law.
3.25. Not to perform actions that influence normal operation of Yandex.Direct or constitute its unfair use, in particular, but without limitation: not to perform unfair reproduction of Impressions and Clicks either manually or using any hardware and software, either independently or with assistance from third parties.
3.26. Not to use instruments of Yandex.Direct to copy, extract or otherwise use Advertisements, Advertising Campaigns with other advertising systems, either manually or using automated instruments, unless such actions were approved by Yandex.
4. COST OF THE SERVICES AND PAYMENT TERMS
4.1. Cost of the Services rendered by Yandex under the Agreement shall be established according to Yandex Statistics based on the Cost per Click and the number of Clicks, the Cost per Conversion and the number of Conversions for an accounting period.
4.2. The Cost per Click and the Cost per Conversion shall be agreed upon by the Parties in the course of an Advertising Campaign to the extent of the minimum (not applicable for CPA) and the maximum Cost per Click or the Cost per Conversion established by Yandex subject to the maximum Bids established by the Advertiser manually or automatically, places and terms and conditions for placing Advertisements according to the Rules, and shall appear in the Yandex Statistics.
4.3. The Advertiser shall make an advance payment in the amount of one hundred percent (100%) of the total cost of ordered Services under an invoice (tax invoice) issued in accordance with the regulations of the United Arab Emirates from Yandex to the Advertiser (hereinafter the “Invoice”), within seven (7) calendar days of the Invoice date. Payment of an Invoice by the Advertiser shall constitute the Offer Acceptance and shall involve entering into the Agreement on the advance payment terms (Clause 5.1. below). The fees specified in the Invoice (“Fees”) shall be transferred by the Advertiser to Yandex in full without deduction of any taxes, fees or other payments which may be payable under the legislation of the Advertiser’s country, and the Advertiser shall be solely responsible for the payment of such taxes, fees and other payments.
In case the Advertiser is a VAT registered company in the United Arab Emirates, it is the responsibility of the Advertiser to provide Yandex with the Tax Registration Number (TRN) prior to the beginning of the Accounting Period to ensure that the Invoice contains the Advertiser’s TRN.
4.4. The Services shall be paid by non-cash method, particularly via bank transfer or other legally permitted methods accepted by Yandex in the currency and to the bank account specified in the Invoice. Payment method may be chosen in the section “Payment methods” on the Yandex.Direct Website. The Advertiser shall choose and use a payment method solely at its own discretion. Yandex shall not be responsible for the security of payments made via third party providers (including financial institutions and payment services providers). The Advertiser hereby expressly acknowledges and agrees that any such payment shall be governed by separate terms and conditions between the Advertiser and such third party provider, and Yandex is not a party to these terms and conditions and bears no responsibility under them.
4.4.1. In case the Advertiser pays for the Services with the bank card which was linked by the Advertiser to its account, the Advertiser agrees that any bank card linked through the Client web-interface or via the account of the Advertiser on any service (including mobile apps) of Yandex (or its affiliates and group members), shall be considered as a card linked for the purposes of this Clause. Yandex is entitled to charge the amount due to be paid for the Services from any linked card.
4.5. The Advertiser may notify Yandex on a performed payment with submitting a copy of a payment document marked by the bank as executed (if it is applicable for a corresponding payment method).
4.6. The Fees shall be deemed paid by the Advertiser when Yandex receives a confirmation from the bank about crediting the Yandex settlement account with the whole amount due. At Yandex's discretion, as the case may be, the following may be treated as proof of payment: a) a scan-copy of a payment order, in case of payment via bank transfer; or b) confirmation by Yandex of validity of payment in favor of Yandex via a payment system, in case of an electronic payment by the Advertiser.
4.7. If upon termination of the Agreement the amount paid by the Advertiser for the Services in advance exceeds the value of Services actually rendered to the Advertiser under the Agreement (such value being calculated by reference to the relevant Electronic Report(s)), such pre-paid amounts shall be set-off against any amounts due to Yandex under other (including future) Agreements, except when: 1) Yandex terminates the Agreement under the circumstances described at Clause 9.4; 2) otherwise directly provided in the Offer; or 3) otherwise directly agreed by the Parties upon termination or cancellation of the Agreement. This Clause 4.7 shall survive cancellation or termination of the Agreement.
4.8. The Advertiser acknowledges that for the purpose of the Agreement, in particular, for determining a number of Impressions, Clicks and cost of Services Yandex Statistics shall be used exclusively. Payment shall be calculated solely based on records maintained by Yandex. No other measurements or statistics of any kind shall be accepted by Yandex or have any effect under this Agreement.
4.9. Reporting.
4.9.1. On a monthly basis, within seven (7) calendar days after the last business day of each Accounting Period, Yandex shall send to the Advertiser by e-mail an electronic report for the Services rendered by Yandex (hereinafter the “Electronic Report”).
4.9.2. the Advertiser shall be deemed to have received the Electronic Report the next business day after the day it was sent;
4.9.3. Services performed by Yandex shall be deemed accepted by the Advertiser in the scope stated in the Electronic Report, unless within ten (10) days after the applicable Accounting Period Yandex receives from the Advertiser written objections to the Electronic Report. Yandex shall have no obligation to accept or consider any objections regarding the Services identified in the Electronic Report that are submitted by the Advertiser following such ten (10) day period, including claims regarding quantity (scope), value and quality;
4.9.4. following receipt by Yandex of the written objections to the Electronic Report Yandex will research such inquiry and will notify the Advertiser of a resolution within a reasonable period of time. The resolution of such inquiry will be determined by Yandex at its sole discretion and Yandex has no obligation to provide a particular remedy to the Advertiser.
4.10. Statistical data may be corrected due to the use of the antifraud systems, including possible corrections of the already accepted Services if the fraudulent actions are discovered after corresponding Accounting Period is completed.
In the event the fraudulent actions are discovered after an Accounting Period is completed, the cost or the scope of Services in the Electronic Report and the invoice will not be adjusted and the Services related to such Accounting Period should be considered duly provided. Yandex will not be required to refund the Advertiser for any Fees attributable to fraudulent actions. However, Yandex will provide a discount for the future Services by means of set off an amount equivalent to the Fees paid by the Advertiser attributable to fraudulent actions against the Fees due under the next Accounting Period(s).
The discount shall be applied as follows:
4.10.1. by set off against the Fees paid for the Services which are not completed in the Accounting Period when the discount is applied; or
4.10.2. in the absence of the uncompleted Services - by set off against the Fees paid for the Services which are provided in full in the Accounting Period when the discount is applied.
4.11. Upon Yandex’s request the Advertiser shall submit to Yandex duly certified copies of the documents confirming tax status and domicile of the Advertiser. Yandex shall be entitled not to start rendering services until receipt of documents confirming the Advertiser’s tax status or domicile of the Advertiser.
4.13. The Fees include provision of "Yandex.Direct Setup" services under the Terms published at https://yandex.com/legal/terms_yandex_direct_set_up_service_ae.
5. ACCEPTANCE OF THE OFFER AND ENTERING INTO THE AGREEMENT
5.1. The Advertiser shall accept the Offer by making advance payment under the Invoice for Yandex Services within the specified timeframe. If the Offer is not accepted (i.e. the Invoice is not paid) within the specified payment period, the Offer shall expire in relation to the ordered Services and Yandex shall have the right to remove respective Advertising Campaigns.
5.1.1. With regard to the Advertiser being a natural person the Offer shall be deemed accepted when such Advertiser accepts the Offer in the Client web-interface by ticking an "I agree" or a similar checkbox.
5.2. For the purposes of this Clause, the following Advertiser's actions shall not be deemed Offer Acceptance: without limitation, the transfer of funds using incorrect Bank details and(or) without specifying the account number, SWIFT, IBAN and(or) without specifying the name of the Advertiser.
5.3. For the purposes of participation of the Advertiser in the loyalty programs, that may be conducted by Yandex from time to time, the Offer shall be deemed accepted when the Advertiser accepts the Offer in the web-form, provided by Yandex, by ticking an "I agree" or a similar checkbox.
5.4. One Advertising Campaign can be covered by several successive Agreements. One Agreement can be entered into in relation to several Advertising Campaigns.
6. THE OFFER TERM. AMENDMENTS TO THE OFFER TERMS AND CONDITIONS
6.1. The Offer shall become effective upon its placement on the Internet at https://yandex.com/legal/offer_direct_ae and shall expire upon its revocation by Yandex.
6.2. Yandex reserves the right to make amendments to the Offer, as well as to the Binding Documents, from time to time and(or) to cancel the Offer as well as any of the Binding Documents at any time and at its sole discretion, including where there are changes to the Services or as may be otherwise required by any laws or regulatory requirements to which we are subject as well as for fraud or security reasons. The amendments will become effective at the moment of publishing the amended text online, unless a different effective date for such amendments is specified at the time of publishing thereof. The Advertiser’s continued use of Yandex.Direct Services after the effective date of any amendments will constitute the acceptance of those amendments. If any amendment to the Offer or to the Binding Documents is unacceptable to the Advertiser, the Advertiser hereby acknowledges and agrees that its only recourse is to terminate the Agreement by way of written notice, such termination taking effect thirty (30) days from receipt by Yandex.
7. TERM AND AMENDMENTS TO THE AGREEMENT
7.1. The Offer Acceptance by the Advertiser according to Clause 5 above shall generate Agreement on the terms and conditions specified in the Offer.
7.2. The Agreement shall become effective upon the Offer Acceptance by the Advertiser and shall remain in effect: a) until the Parties meet their obligations under the Agreement, i.e. until the Advertiser pays for the Services and until Yandex renders the Services in the scope corresponding to their cost; or b) until the Agreement is terminated.
7.3. The Advertiser shall agree and acknowledge that any amendments to the Offer and(or) Binding Documents shall involve amendments to the Agreement (entered into and effective between the Advertiser and Yandex), and the same amendments to the Agreement shall become effective together with amendments to the Offer and(or) Binding Documents.
7.4. In the event of the Offer revocation during the term of the Agreement the latter shall be deemed terminated upon such revocation unless otherwise specified by Yandex upon the Offer revocation.
8. SUSPENSION OF THE SERVICES. AGREEMENT TERMINATION
8.1. Yandex shall be entitled to suspend provision of the Services to the Advertiser:
8.1.1. temporarily - for technical, technological or other reasons preventing due rendering the Services for the cure period;
8.1.2. immediately, if the Advertiser violates obligations and(or) warranties accepted according to the Offer, until the Advertiser cures the violations and completely compensates (recovers) Losses incurred by Yandex as through such violation;
8.1.3. if the cost of the Services rendered by Yandex under the Agreement entered into on the advance payment terms is equal or exceeds the amount transferred by the Advertiser to the settlement account of Yandex as an advance payment for the Services until the Advertiser pays for the rendered Services and makes further advance payment.
8.2. The Agreement can be terminated:
8.2.1. at any time upon written agreement between the Parties;
8.2.2. immediately upon written notice from either Party to the other Party if the other Party violates the Agreement;
8.2.3. for any other reason set out in the Offer.
8.3. The Parties hereby agree that no court order shall be required to give effect to the valid termination or expiry of the Agreement.
8.4. In the event of termination of the Agreement due to the Advertiser’s violations, Yandex shall be entitled to withhold any Fees already paid, up to the amount of any Losses suffered by Yandex in connection with the breach.
9. WARRANTIES
9.1. The Advertiser hereby acknowledges and agrees that the Services are provided “as-is”. Except for the warranties directly specified in the Offer Yandex does not make any other express warranties under the Agreement and shall, to the fullest extent permitted under applicable law, hereby expressly waive any implied warranties with respect to: (a) the performance of the Services (or any part thereof); (b) the uninterrupted availability of the Services (or any part thereof); (c) non-infringement of third party intellectual property rights in connection with the Advertiser’s use of the Services; and (d) fitness of the Services for the specific purposes of the Advertiser.
9.2. By entering into this Agreement the Advertiser hereby warrants and represents that:
9.2.1. the information provided by it (or its authorized representatives, including an individual duly authorized to enter into the Agreement on behalf of the Advertiser) when registering on Yandex Website and(or) when executing any documents concerning the payment of the Fee is true, accurate and complete and that it will inform Yandex in the event of its changes;
9.2.2. it: (a) has reviewed the terms and conditions of the Offer in full; (b) fully understands the subject matter of the Offer and the Agreement; (c) fully understands the consequences of executing and entering into the Agreement; (d) enters into the Agreement on the voluntary basis;
9.2.3. it (or its authorized representatives, including an individual duly authorized to enter into the Agreement on behalf of the Advertiser) has the necessary authority and power to enter into and execute the Agreement;
9.2.4. it has all necessary rights, licenses, permissions, consents and authorizations to request the placement, reproduction and display of the Advertising Campaign (including in respect of the contents of each individual Advertisement and the contents of any Links contained therein, web pages and websites (including its domain name) where a Link leads to, use of key words/phrases) in accordance with the terms of the Agreement;
9.2.5. the Advertising Campaign (including the contents of each individual Advertisement and the contents of any Links contained therein, web pages and websites (including its domain name) where a Link leads to, use of key words/phrases) fully comply with all applicable laws, including but not limited to: (a) the United Arab Emirates; (b) the territory in which the Advertiser is located; (c) the territory where the goods or services being advertised are supplied, if this differs from the territory in which the Advertiser is located; and (d) the territory in which any User being geo-targeted is located;
9.2.6. the Advertising Campaign (including the contents of each individual Advertisement and the contents of any Links contained therein, web pages and websites (including its domain name) where a Link leads to, use of key words/phrases) does not, and the publication of the Advertising Campaign will not, infringe the intellectual property rights of any third party.
10. LIABILITY AND LIMITATION OF LIABILITY
10.1. Subject always to Clause 10.5 of the Offer, Yandex shall under no circumstances be held liable (whether in contract, tort (including negligence), misrepresentation, restitution or any other form of liability) under the Agreement for:
10.1.1. any action/omission, which directly or indirectly result from an action/omission of the Advertiser and(or) third parties;
10.1.2. any lost profits, lost business, lost revenue, or any special, incidental, indirect, punitive or consequential damages however arising, even if the Parties have knowledge of the possibility of such damages and whether or not such damages are foreseeable;
10.1.3. the Advertiser’s use (or inability to use) the payment method he/she/it chose under the Agreement and any consequences arising out of use (or inability to use) that method; and
10.1.4. the Advertiser’s use (or inability to use) any method of delivering or receiving information by the Advertiser and(or) third parties.
10.2. Subject always to Clause 10.5 of the Offer, Yandex’s aggregate liability in connection with the Agreement and the Services (whether in contract, tort (including negligence), misrepresentation, restitution or any other form of liability and including the amount of penalties (fines, forfeits)) shall not exceed 10% of the Fees actually paid by the Advertiser under the Agreement at the time at which the liability arose.
10.3. The Parties shall be free from any liability for partial or complete failure to perform their obligations under the Agreement if such failure resulted from force majeure circumstances, or if the failure to perform their obligations under the Agreement results from any emergency which Parties could neither foresee, nor prevent reasonably. Force majeure circumstances shall include events which a Party cannot affect and for occurrence whereof it shall bear no responsibility, including but not limited to wars, revolts, strikes (except for strikes caused by either Party's employees), earthquakes, floods, other acts of nature, a fire, power supply failures through no fault of the Parties, actions and acts of authorities, pandemics and(or) epidemics, which occurred after entering into the Agreement and which prevent execution of obligations established by the Agreement, and other unforeseen circumstances and events and facts beyond the Parties’ control.
10.4. Yandex shall be entitled to refuse to place or to terminate an ongoing placement of an Advertisement in the event that the placement of the Advertisements with a Link to the respective website had previously resulted in regulatory fine(s) to Yandex (its affiliates, group companies or partners).
Yandex shall also be entitled to refuse to provide Services to the person placing Advertisements by means of an account which had previously been used to place Advertisements which resulted in regulatory fine(s) to Yandex (its affiliates, group companies or partners), notwithstanding the fact that Advertiser and the previous user of the account may not be the same person.
10.5. Notwithstanding the foregoing, nothing in this Agreement seeks to exclude either Party's liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation or for any other loss which cannot be excluded by applicable laws.
11. INDEMNITY
11.1. The Advertiser must, on demand, indemnify and keep indemnified Yandex against all Losses suffered by Yandex (its affiliates, group companies and partners) as a result of any claim, suit, action, demand, regulatory fine or court judgment in connection with:
11.1.1. a breach by the Advertiser of any of the warranties set out under Clauses 9.2;
11.1.2. a breach by the Advertiser of Restrictions on use of Yandex.Direct Services;
11.1.3. the contents of any Advertising Campaign (including the contents of each individual Advertisement and the contents of any Links contained therein);
11.1.4. consequences of Advertisements placement under the Agreement; and
11.1.5. the Advertiser’s use of the Services otherwise than in a strict compliance with the terms of the Agreement.
11.2. The Advertiser is obliged on its own and at its expense to settle disputes and claims of third parties related to Advertising Campaigns and Advertisements arose from their placing under the Agreement. If content, form and(or) placement of Advertisements under the Agreement serves as a basis for a claim by an authorized body or organization to Yandex, the Advertiser must immediately, upon a request from Yandex, deliver the required information related to placement and contents of the Advertisement, cooperate with Yandex in settlement of such claim and reimburse all Losses incurred by Yandex in connection with Advertiser’s placing of Advertisements under the Agreement.
12. GOVERNING LAW AND DISPUTE RESOLUTION
12.1. The Agreement, its conclusion, execution and cancelation (including any question regarding the Agreement's existence, validity, interpretation, implementation or termination thereof) and any non-contractual obligations arising out of or connected with it, shall be governed by and construed in accordance with English law.
12.2. Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be referred to the Dubai International Arbitration Centre and finally resolved by arbitration under the DIAC Arbitration Rules in force on the date of the submission of the request for arbitration (the “Rules”), which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators, to be appointed in accordance with the Rules, shall be one arbitrator. However, if the amount of dispute exceeds US $ 20 000 000 (Twenty million) the tribunal shall consist of three arbitrators. The legal seat of the arbitration shall be Dubai and the language of the arbitration shall be English. The parties undertake and agree that all proceedings conducted with reference to this clause shall be kept strictly confidential and all information disclosed in the course of such proceeding shall be used solely for the purpose of those proceedings.
13. ANTI-CORRUPTION CLAUSE
13.1. Yandex and Yandex Group companies are committed to the highest standards of business ethics in all activities. Yandex and Yandex Group companies expect their contractors to abide by the principles of business conduct set out in the Yandex Group Supplier Code of Conduct. A copy of the Yandex Group Supplier Code of Conduct is available in the corporate section of the Yandex portal at:
https://company-docs.s3.yandex.net/procurement/docs/Supplier_Code_ENG_2021.pdf.
13.2. The Parties adhere to the applicable anti-corruption laws.
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.
The Parties, their affiliates, employees, as well as intermediaries and representatives directly or indirectly involved in the performance of obligations of the Parties (including agents, commission agents, customs brokers and other third parties) shall not accept, pay, offer to pay and allow (authorize) the payment/acceptance of any funds or transfer of any benefits (including intangible), 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 laws, or pursuing other illegal purposes.
This Clause constitutes representations material for the Parties. The Parties rely on these representations when entering the Agreement.
Either Party may unilaterally withdraw from the Agreement in case the other Party violates the obligations stipulated by this Clause, by written notice and without recourse to the courts. The Agreement shall be terminated upon ten (10) calendar days from the date of the receipt of such written notice by the Party.
If a Party suspects that any provisions of the present clause have been violated or might be violated, the Party concerned undertakes to immediately notify the other Party of its suspicions in writing.
The Parties agree that they will use the following addresses to report any violation/risk of violation of the present clause:
To notify Yandex: hotline@ethics.online
To notify another Party: address indicated in the contract details.
14. MISCELLANEOUS
14.1. Any notifications, information and document under the Agreement may be served by one Party to the other Party using the following methods: (1) by e-mail: (a) if the Advertiser is a recipient - to the Advertiser’s e-mail address stated upon developing an Advertising Campaign; (b) if Yandex is a recipient - to the Yandex contact details stated in Clause 15 below strictly from the Advertiser’s e-mail address stated upon developing an Advertising Campaign; or (2) by registered courier with delivery notification; or (3) through the Client web-interface if the recipient is the Advertiser; or (4) by fax; or (5) or 5) by post with delivery confirmation.
The notice shall be deemed received by the Party: if sent by e-mail — on the next business day after sending; if sent by post — on the date specified in the acknowledgment of receipt (delivery confirmation); if sent by courier or fax — on the date of delivery according to delivery notification; if sent through the Client web-interface — on the date the notice is posted. Familiarization itself with the information in the Client web-interface shall be within the control and responsibility of the Advertiser, who must independently monitor the appearance and change of information, notifications and documents contained in the Client web-interface.
14.2. The rights and obligations of an Advertiser under the Agreement or any part thereof may not be subcontracted to or assigned by the Advertiser to a third party without Yandex’s prior approval. The Advertiser expressly and irrevocably consents that (i) the rights and obligations of Yandex under the Agreement, the entire Agreement or any part thereof may be assigned and(or) subcontracted by Yandex to third parties without any approval from the Advertiser; and (ii) upon any such assignment, all rights and obligations of Yandex so assigned shall become rights or obligations of the transferee, and that any rights of Yandex so assigned may be enforced by the transferee against the Advertiser.
Shall any applicable law require an approval from the Advertiser for assignment or transfer of Yandex’s rights and(or) obligations under the Agreement, this clause shall be deemed as such approval by the Advertiser. Yandex will notify the Advertiser prior to the assignment of any right or obligation hereunder at least five (5) calendar days before the assignment date. The Advertiser is entitled to terminate this Agreement by providing of a written notice (including by e-mail) within (5) calendar days from the notification in case the Advertiser does not agree with the assignment.
14.3. When rendering the Services, the Parties shall comply with all applicable laws. If due to relevant provisions of legislation applicable to Yandex and(or) its partners further Advertisement(s) placement becomes impossible and(or) prohibitive, Yandex shall be entitled to suspend rendering the Services.
14.4. 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 and the Agreement concluded on its base which shall remain effective.
14.5. Without conflicting the terms and conditions of the Offer the Advertiser and Yandex shall be entitled at any time to execute the Agreement in the form of a written bilateral agreement.
14.6. In case of discrepancy between the conditions of the Offer in English and its translation (as case may be), the English version of the Offer shall prevail.
14.7. The Parties hereby agree that this Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
14.8. To render Services by Yandex, it is obligatory that the Advertiser accepts and complies with requirements and provisions specified in the following documents (hereinafter referred to as “Binding Documents”) applicable to relations of the parties under the Agreement:
The document “General Terms and Conditions. Advertising Requirements” placed on the Internet at https://yandex.com/legal/general_adv_rules_ch (hereinafter “General Requirements”).
The document “Advertising Requirements” placed on the Internet at https://yandex.com/legal/direct_adv_rules_ch (hereinafter “Requirements”).
The document “Ad Serving Rules” placed on the Internet at https://yandex.com/legal/direct_display_rules_ch (hereinafter “Rules”).
The document “User Agreement for Yandex Services” placed on the Internet at https://yandex.com/legal/rules.
The document "Smart-banner. Advertising requirements" placed on the Internet at https://yandex.com/legal/direct_adv_rules_smart_banner_ch (hereinafter “Banner Requirements”).
The document “Audience: Terms of Service” placed on the Internet at https://yandex.com/legal/audience_tos_ch (hereinafter “Audience ToS”).
The document “Media Advertising Placement Rules on Yandex Resources” placed on the Internet at https://yandex.com/legal/direct_display_rules_media_ch (hereinafter “Placement Rules”).
The Price List placed on the Internet at https://yandex.com/adv/prices (hereinafter “Price list”).
The Price List on Media Services placed on the Internet at https://yandex.com/adv/products/display/mediaproducts (hereinafter “Price list on the Media Services”).
The document “HTML5 Banners. Requirements to Advertising Materials” placed on the Internet at https://yandex.com/adv/requirements/html5 (hereinafter “HTML5 Banners Requirements”).
The document “Yandex.Direct Setup” placed on the Internet at https://yandex.com/legal/terms_yandex_direct_set_up_service_ae (hereinafter “Yandex.Direct Setup”).
The document “VideoBuilder Function” placed on the Internet at https://yandex.com/legal/video_builder_ch (hereinafter “VideoBuilder Function”).
The document “Rules of sales promotion. Terms and conditions for the use of Promo Codes in Yandex.Direct service” placed on the Internet at https://yandex.com/legal/promocode_direct_ae (hereinafter “Promo Codes in Yandex.Direct service”).
The document ««Terms and Conditions for submission of advertising information to the Unified Online Advertising Register»» placed on the Internet at https://yandex.com/legal/ord_terms_com (hereinafter “Terms of data reporting”).
In case the use by the Advertiser of the Yandex.Direct Services involves the processing of personal data, the following document shall also apply to the use of Yandex.Direct Services: “Yandex.Direct Data Processing Agreement” placed on the Internet at https://yandex.com/legal/direct_dpa.
15. Yandex Details:
Name: Air Smart Advertising Solutions FZ-LLC
Location: DMC-BLD05-VD-G00-473, Ground Floor, DMC5,
Dubai Media City, Dubai, United Arab Emirates
the feedback form at https://yandex.com/support/direct/troubleshooting
Date: 24.05.2024
Previous version of the document: https://yandex.com/legal/offer_direct_ae/04032024
Previous version of the document: https://yandex.com/legal/offer_direct_ae/04092023