Terms and Conditions for submission of advertising information to the Unified Online Advertising Register

This document is a translation of Terms and Conditions for submission of advertising information to the Unified Online Advertising Register in English. In case of conflict between the Russian version of Terms and Conditions for submission of advertising information to the Unified Online Advertising Register and this translation - the Russian version of Terms and Conditions for submission of advertising information to the Unified Online Advertising Register shall be deemed as legally binding. The Russian version of Terms and Conditions for submission of advertising information to the Unified Online Advertising Register can be found here: https://yandex.ru/legal/ord_terms/?lang=ru.

Moscow, Russian Federation

Date of publication: 04.03.2024.

Effective date: 04.03.2024.

This document (the "Terms and Conditions") represents an offer (proposal) of Yandex Advertising Data Operator LLC (OGRN (Primary State Registration Number) 1227700413962, 16, 16 Lva Tolstogo st., 2nd floor, room VIII/1, Moscow, 119021) ("Yandex ADO") to enter into a Service Agreement for submission of advertising information to the Unified Online Advertising Register (the "Agreement").

1. TERMS AND DEFINITIONS

1.1. For the purposes of this document, the following definitions have the following meanings:

Terms and Conditions — this document, "Terms and Conditions for submission of advertising information to the Unified Online Advertising Register", available online at https://yandex.com/legal/ord_terms_com, including all documents that are an integral part thereof.

User — an individual, individual entrepreneur or legal entity that has agreed and accepted the Terms and Conditions.

Party/Parties — Yandex ADO and the User.

Partner Account — a program interface designed for remote interaction between Yandex ADO and the User for the purpose of providing services by Yandex ADO.

API — a special technical interface designed for remote interaction between Yandex ADO and the User for the purposes of providing services by Yandex ADO.

UOAR — the Unified Online Advertising Register.

RKN (Roskomnadzor, Federal Service for Supervision of Communications, Information Technology, and Mass Media) — the federal executive body exercising control and supervision in the sphere of mass media, communications and information technologies.

Advertising — advertising materials in any format that may include text, images, video, audio, other types of media files, interactive elements, code, hyperlinks, or any combination thereof. For the purposes of the Terms and Conditions, advertising means only that advertising material in respect of which the User applies to Yandex ADO for the purposes of providing services by the latter.

Token — an identifier for the Advertisement.

Data – information about Users, their counterparties and the Advertising placed by them, to the extent required by the applicable laws of the Russian Federation, which is subject to registration, storage and processing by RKN with the use of UOAR.

1.2. Definitions not defined in clause 1.1 of the Terms and Conditions may be used herein. In this case, such terms shall be interpreted in accordance with the text of the Terms and Conditions. In the absence of an unambiguous interpretation of the term in the text of the Terms and Conditions, one should be guided by the interpretation of the term defined: first of all – by the applicable laws of the Russian Federation, secondly – in the Partner Account and (or) API, thirdly – by the prevailing (generally used) on the Internet.

2. ACCEPT OF TERMS AND CONDITIONS

2.1. A compulsory condition for the provision of services by Yandex ADO to the User is the User's acceptance of and compliance with the terms of the following documents, which are an integral part of the Terms and Conditions:

• User Agreement for Yandex Services (https://yandex.com/legal/rules);
• Privacy Policy (https://yandex.com/legal/confidential);
• Terms and Conditions of granting the right to use the API of Yandex Advertising Data Operator (https://yandex.ru/legal/ord_api).

2.2. Acceptance of the Terms and Conditions shall be deemed to have occurred after the User has cumulatively performed the following actions:

2.2.1. The User has created or has an account on Yandex resources, registered in accordance with the procedure stipulated in Section 2 of the User Agreement for Yandex Services;

2.2.2. The User has filled in the registration form (questionnaire) when creating its Partner Account (including using API), having provided Yandex ADO with up-to-date and reliable information to the extent specified in the registration form, including:

2.2.3. The User has accepted the Terms and Conditions by checking the box "I agree to the Terms and Conditions for submission of information to the Unified Online Advertising Register (UOAR)" (or similar).

3. PROCEDURE FOR RENDERING SERVICES

3.1. Yandex ADO shall provide the following Services to the User at its request via the Partner Account and (or) API:

3.1.1. assignment of a Token in respect of the Advertisement;

3.1.2. providing Users with an opportunity to specify information about the User, its counterparties and the Advertising placed by them via the Partner Account and (or) API;

3.1.3. submission of Data to UOAR in accordance with the procedure and within the terms established by the applicable law, in the unchanged form received from the User (changes are allowed due to technical requirements only).

3.2. Yandex ADO shall inform the User of the technical requirements, without compliance with which the submission of Data to UOAR is not possible.

4. USER'S OBLIGATIONS

4.1. The User shall:

4.1.1. comply with these Terms and Conditions;

4.1.2. provide complete and accurate information in the Data, as well as on the Advertising distributed by the User, in compliance with the terms stipulated by the applicable laws of the Russian Federation.

4.1.3. in case the User receives a request from Yandex ADO to provide any information related to the Advertisement or the Data provided by the User, immediately, but in any case not later than the date specified in Yandex ADO's request, the User shall provide the relevant information to Yandex ADO;

4.1.4. provide Advertising in accordance with the Terms and Conditions for the purposes of Token assignment;

4.1.5. in case the User's contractors request Yandex ADO to provide services, the User shall review and resolve such requests independently and at its own expense.

4.2. The User agrees that the data specified by the User when creating an account in Yandex ID (https://passport.yandex.com) may be used for the purposes of providing the Services.

5. PROCEDURE FOR USING THE PARTNER ACCOUNT

5.1. For the purposes of rendering the Services, Yandex ADO provides the User with access to the Partner Account, and:

5.1.1. Access to the Partner Account shall be carried out using the User's unique login and password, which the User shall set independently;

5.1.2. All actions performed using the User's login and password in the Partner Account shall be recognized as performed by the User. The User shall be solely responsible for the security of the login and password and undertakes to take measures to ensure their confidentiality. Yandex ADO shall not be liable for unauthorized access of third parties to the Partner Account carried out via the User's login and password.

6. CONFIDENTIALITY

6.1. The Parties agree to keep confidential and treat as confidential all information received by one Party from the other Party in the course of execution of the Agreement and designated by the transmitting Party as confidential information of such transmitting Party (hereinafter referred to as Confidential Information). The Parties undertake not to disclose such information by any means whatsoever to any third party without the prior written consent of the transmitting Party.

6.2. Each Party will take all necessary measures to protect Confidential Information with at least the same degree of care as it protects its own confidential information. Access to Confidential Information will be granted only to those employees of each Party who reasonably need it to perform their job duties related to the fulfillment of their obligations under the Terms and Conditions. Each Party will obligate such of its employees to accept the same obligations with respect to Confidential Information as those imposed by the Offer on the relevant Party. In the event that any Confidential Information of Yandex ADO is to be provided by the User to an authorized state body and/or court, the User shall notify Yandex ADO of such provision in advance, or in the shortest possible time after providing such information.

6.3. Confidential Information shall always remain the property of the transmitting Party and shall not be copied or otherwise reproduced without the prior written consent of such transmitting Party, unless required for the purposes of fulfilling the obligations under the Terms and Conditions.

6.4. The obligation to protect and keep private the Confidential Information of the disclosing Party shall not apply to information that:

6.4.1. at the time of the disclosure was or has been in the public domain, otherwise than as a result of a breach by the Receiving Party; or

6.4.2. becomes known to the receiving Party from a source other than the disclosing Party, without the receiving Party violating the terms and conditions of the Agreement, which can be certified by documents sufficient to prove that the source of receipt of the Confidential Information is a third party; or

6.4.3. was known to the receiving Party prior to its disclosure under the Agreement, as evidenced by documents sufficient to establish the fact of possession of Confidential Information; or

6.4.4. has been disclosed with the written permission of the disclosing Party;

6.4.5. is transmitted by Yandex ADO to UOAR for the purposes of providing Services and fulfillment of the requirements stipulated by Art. 18.1 of the Federal Law No. 38-FZ "On Advertising" dated March 13, 2006.

6.5. The obligation to protect and keep private the Confidential Information shall become effective upon disclosure of such information and shall remain in force for 3 (three) years after termination of the Service Agreement for submission of advertising information to the Unified Online Advertising Register concluded and regulated in accordance with the Terms and Conditions.

7. ANTI-CORRUPTION CLAUSE

7.1. In all their activities, Yandex ADO and other companies of the Yandex Group adhere to high standards of business ethics. Yandex ADO and other companies of the Yandex Group expect their counterparties to comply with the basic principles of operation provided for in the Code of Business Conduct for the Suppliers of the Yandex Group Companies. A copy of the said Code of Business Conduct is available in the corporate section of the Yandex portal at:

https://company-docs.s3.yandex.net/procurement/docs/Supplier_Code_RUS_2021.pdf

7.2. The Parties shall comply with all applicable anti-corruption laws. The Parties acknowledge and confirm that each of them pursues a policy of zero tolerance for bribery and corruption, which implies complete prohibition of corrupt practices and payments for assistance/payments, the purpose of which is to simplify formalities in connection with economic activities, to ensure a faster resolution of certain issues.

The Parties and their affiliates, employees, intermediaries and representatives (including agents, commission agents, customs brokers and other third parties) who directly or indirectly participate in the fulfillment of obligations by the Parties, shall not accept, shall not pay, shall not offer to pay and shall not allow (authorize) the payment/receipt of any funds or the transfer of any values (including intangible) directly or indirectly, to any persons, with the aim of influencing actions or decisions with the intention of obtaining any undue advantages, including bypassing the procedure established by law, or pursuing other unlawful objectives.

The provisions of this paragraph are warranties and representations that are material to the Parties. The Parties shall rely on such warranties and representations when concluding the Agreement.

In case of violation of the obligations to comply with the requirements stipulated by this clause by one of the Parties, the Party shall be entitled to immediately repudiate the Agreement unilaterally and out of court by sending the relevant written notice. The Agreement shall be deemed terminated after ten (10) calendar days from the date of receipt by the other Party of a corresponding written notice.

If a Party suspects that a violation of any provisions of this clause has occurred or may occur, the respective Party shall undertake to immediately notify the other Party of its suspicions in writing.

The Parties agree to use the following addresses for notifying each other of a violation/threat of violation of this clause:

For notices to Yandex ADO: stop_corruption@yandex-team.com

For notices to User: email address specified during registration in the Partner Account.

8. WARRANTIES AND LIABILITY

8.1. The User warrants and represents to Yandex ADO that:

8.1.1. all information about the User and the Advertising placed by the User, as well as the Data provided by the latter, specified using the Partner Account and (or) Yandex API, is provided directly by the User;

8.1.2. in case the User is an intermediary acting in the interests of advertisers, advertising distributors, operators of advertising systems or other persons involved in the distribution of Advertising, the User warrants that the User has the right to entrust Yandex ADO with the provision of information to UOAR distributed by such persons or in their interests, as well as about such persons themselves;

8.1.3. information on Advertising and Data provided by the User to Yandex ADO for the purposes of rendering Services are complete, accurate, up-to-date, compliant with the applicable laws of the Russian Federation, Terms and Conditions, and provided in a timely manner.

8.1.4. The User acknowledges and agrees that Yandex ADO shall not verify the accuracy and completeness of the Data provided by the User.

8.2. The warranties and representations set forth above, as well as other obligations of the User assumed by the latter in accordance with the Terms and Conditions, are material to Yandex ADO for the performance of its obligations stipulated in the Terms and Conditions. Yandex ADO relies on the validity of the warranties and representations made by the User.

8.3. In case the User's actions (omissions), including those related to non-fulfillment of the requirements stipulated by the applicable laws of the Russian Federation, were the basis for claims, lawsuits or orders to Yandex ADO to pay penalties from the state authorities and (or) third parties, the User is obliged to:

8.3.1. immediately at the request of Yandex ADO provide all requested information regarding the claims, lawsuits or orders filed, take measures to settle disputes with state authorities and (or) third parties and take all actions in its power to exclude Yandex ADO from the number of defendants;

8.3.2. in accordance with Art. 406.1. of the Civil Code of the Russian Federation, to reimburse all property losses of Yandex ADO, defined as losses (including court expenses, amounts of damages paid in favor of third parties, compensations and/or amounts of penalties paid) incurred by Yandex ADO as a result of such demands, claims, lawsuits and/or orders.

8.4. The Parties have agreed that the amount of property losses to be compensated to Yandex ADO upon occurrence of the grounds for compensation shall be recognized equal to the amount of losses incurred by Yandex ADO, confirmed by a court decision or a competent state/municipal authority that has entered into force, or a settlement agreement approved by a court decision, including, but not limited to:

8.4.1. amounts of losses, compensations and/or fines paid in favor of third parties;

8.4.2. amounts of fines and penalties, compensations and other payments in favor of state/municipal authorities;

8.4.3. legal and other expenses incurred by Yandex ADO to protect its rights and interests in connection with the occurrence of the circumstances specified in clause 8.3 of the Terms and Conditions, including expenses for legal and consulting services.

8.5. The User shall be obliged to make the aforementioned compensation within the timeframe specified in the relevant request by Yandex ADO.

8.6. Under no circumstances shall Yandex ADO be liable for:

8.6.1. the content and composition of the information provided by the User for the purposes of providing the Services, for the timing of its provision by the User to Yandex ADO and further distribution of Advertising by the User and (or) its contractors;

8.6.2. failure to fulfill its obligations due to technical errors in the operation of UOAR.

8.7. For the purposes of providing the Services, Yandex ADO shall be entitled to make reasonable efforts to eliminate errors and/or technical failures in case of their occurrence. The User agrees and acknowledges that Yandex ADO does not guarantee the absence of errors and (or) technical failures, including with respect to the operation of software and (or) hardware. In this regard, Yandex ADO shall not be responsible for:

8.7.1. interruptions in the provision of Services in case of software and/or hardware failures not belonging to Yandex ADO;

8.7.2. full or partial interruptions in the process of rendering the Services related to the replacement of hardware, software or other operations caused by the need to maintain operability and modernization of Yandex ADO software and (or) hardware.

9. MISCELLANEOUS

9.1. Yandex ADO shall reserve the right to amend the Terms and Conditions and/or withdraw the Terms and Conditions at any time in its sole discretion. If Yandex ADO makes amendments to the Terms and Conditions, such amendments shall become effective from the moment the amended text of the Terms and Conditions is posted at https://yandex.com/legal/ord_terms_com, unless a different effective date is specified in the Terms and Conditions or additionally specified at the time of such posting.

9.2. The Agreement concluded and regulated in accordance with the Terms and Conditions is concluded for an indefinite term. The Agreement may be terminated by either Party after giving the other Party a written notice (by e-mail) five (5) business days prior to the proposed date of termination.

9.3. The Terms and Conditions and the Agreement shall be governed by the laws of the Russian Federation. Disputes related to the conclusion, interpretation and fulfillment of obligations of Yandex ADO and (or) the User shall be resolved through negotiations. The Parties shall comply with the procedure for extrajudicial settlement of claims before submitting the dispute to the court. If the dispute is not settled extrajudicially, it shall be considered in the Arbitration Court of Moscow, and if the User is an individual or self-employed – in the Khamovnichesky District Court of Moscow .

9.4. If one or more of the provisions hereof are declared invalid for any reason, such invalidity shall not affect the validity of any other provisions hereof, which shall remain in full force and effect.

9.5. The Parties shall promptly notify each other of all changes in their legal and mailing addresses, legal status and bank details if such changes may affect the fulfillment of the Parties' obligations.

9.6. Nothing contained in these Terms and Conditions, the Partner Account interface and/or API is and shall not be considered as granting the right to use and/or alienation and/or as an offer to conclude an agreement on granting the right to use and/or alienation of Yandex ADO intellectual property.

10. YANDEX ADO DETAILS

Name: Yandex Advertising Data Operator LLC

Location: 16 Lva Tolstogo st., 2nd floor, room VIII/1, Moscow, 119021

Postal address (for all correspondence): 82 Sadovnicheskaya str., bld.2, Business Center "Aurora", entrance No. 6, Moscow, 115035

OGRN (Primary State Registration Number): 1227700413962

INN (Taxpayer Identification Number) / KPP (Tax Registration Reason Code):

9704149765/ 770401001

Feedback form: https://ord.yandex.ru