Terms of Yandex.Direct Setup Service

Lucerne, Switzerland

Date of placing: 07.08.2020

Effective date: 07.08.2020

1. TERMS AND DEFINITIONS

1.1. For the purposes of this document, the following terms shall have the meanings set out below:

Yandex – Yandex Europe AG, Werftestrasse 4, CityBay Business Center, CH – 6005 Lucerne.

Offer – the Services Offer of Yandex.Direct available on the Internet at https://yandex.com/legal/oferta_direct_ch.

Terms – this document available on the Internet at https://yandex.com/legal/terms_yandex_direct_set_up_service_ch

Service – the service related to the setup of advertising placed under the Offer terms.

Yandex.Direct Website– the website available at https://direct.yandex.com.

Brief – the Customer's assignment to Yandex containing the parameter profile to be filled in by the Customer in the respective form when ordering the Service.

Customer/Advertiser – any person as defined in the Offer that accepted the Terms and ordered the Service.

1.2. Terms not otherwise defined herein shall have the meanings ascribed thereto in the Offer;

1.3. In the case of any discrepancy between the Offer and these Terms, the provisions hereof shall prevail;

1.4. These Terms may contain terms not defined in Clause 1.1 above. In such case, the respective terms shall be interpreted pursuant to the Offer (subject to the provisions of Clause 1.3 hereof). If there is no unambiguous interpretation of any such term in the Offer, such term shall be interpreted as defined in Clause 1.2 of the Offer;

1.5. For the purposes of the Service to be rendered hereunder, the Customer shall accept these Terms by performing each and all of the actions set out below:

• clicking on the 'Send' button to send the Brief and the Customer's data when ordering the Services;

Clicking on the 'Send' button when ordering the Services, the Customer acknowledges and agrees to the terms of the Brief set out in the electronic mail previously sent to the Customer.

• Performing each and all of the actions set out in Clause 7.1 of the Offer,

provided that the Customer's actions shall not be deemed to constitute an Acceptance in the following cases:

1.5.1. the Customer having failed to provide or provided incomplete data set out in Clause 2.2.2. hereof; or

1.5.2. the advertising items specified by the Customer in the Brief having coincided with the themes available at https://yandex.com/support/direct/moderation/special-categories.html; or

1.5.3. the provision of the Service being impossible due to, inter alia, breach of the data set out in the Brief, or the requirements of Yandex's advertising policies or the effective advertising, intellectual property or competition laws; or

1.5.4. the Customer having failed to perform the actions set out in Clauses 2.2.2 – 2.2.3. hereof; or

1.5.5. the Customer having no web page a user can access by clicking on the respective advertisement link;

1.6. These Terms shall be an integral part of the Agreement to be executed under the terms and conditions provided for in the Offer.

2. SERVICES ORDERING AND DELIVERY

2.1. Yandex's services to be provided to the Customer hereunder shall always be subject to the acceptance, compliance with and application by the parties of the Yandex policy requirements and the requirements and provisions set out in Clause 3.1 of the Offer.

2.2. Yandex shall commence delivery of the Services only subject to the Contractor having satisfied each and all of the following conditions (having performed each and all of the following counteractions):

2.2.1. the Customer having registered as a User at Yandex.com;

2.2.2. the Customer having logged in to the Yandex.Direct Website;

2.2.3. the Customer having placed an order (Request) for the Services on the respective pages by clicking on the 'Send a Request' button and sending the Brief setting out the Customer's full details (for a legal entity/an individual entrepreneur: full and abbreviated corporate name/name of such individual entrepreneur, Main State Registration Number/Primary State Registration Number of the Individual Entrepreneur, TIN/KPP Code (code of basis for registration), telephone, and email address of the Customer; for an individual: full name, TIN, telephone, and email address of the Customer);

2.2.4. If the advertising items transferred by the Customer in the Brief fail to meet the requirements set out herein, liaison between the Parties at such stage shall terminate and no actions required for the provision of the Services and Acceptance shall be performed;

2.2.5. the Customer having executed an Acceptance pursuant to Clause 1.5. hereof;

2.2.6. the Customer having failed to perform any of the actions listed in Clauses 1.5.1. – 1.5.5. hereof.

2.3. The Services shall be deemed delivered once the respective Advertising Campaign appears in the Customer's Direct web interface.

2.4. The Service shall be delivered within Three (3) business days of Yandex's notice to the Customer of its readiness to render the Service, but in any event no earlier than the Acceptance executed as provided for in Clause 1.5. hereof. Yandex shall notify the Customer within One (1) business day of receipt of the Brief.

2.5. At Yandex's discretion, the 'Retargeting & Audiences' option may be adjusted in the Direct web interface (https://yandex.com/support/direct/features/retargeting.html), provided in each case that the Customer shall have added the Yandex.Metriсa code snippet (https://yandex.com/legal/metrica_termsofuse) to its website

2.6. At Yandex's discretion and pursuant to the provisions of these Terms, Yandex may, at the Customer's request, adjust a web counter for the Customer's website by providing the respective code or modifying the counter subject to the Yandex.Metrica Terms of Use available at https://yandex.com/legal/metrica_termsofuse.

2.7. The Brief to be provided by the Customer to Yandex shall contain information and materials required for the Services and the Customer hereby represents that such materials and information are true, in compliance with the effective legal requirements and do not infringe upon any third-party rights.

2.8. Yandex reserves the right not to use any materials provided by the Customer subject to notice emailed to the Customer.

2.9. Yandex reserves the right to deny the Service to the Customer under these Terms.

3. DURATION OF THE TERMS

3.1. These Terms shall come into effect on the date set out in the 'Effective Date' field and shall continue in force until revoked by Yandex.

3.2. Yandex reserves the right to amend and/or annul these Terms at its own discretion and at any time. If the Terms are amended by Yandex, such amendments shall become effective once the modified Terms are made available on the Internet at https://yandex.com/legal/terms_yandex_direct_set_up_service_ch, unless a different effective date is provided for in the Terms so amended.

4. REPRESENTATIONS AND WARRANTIES OF THE CUSTOMER

4.1. In addition to the representations and warranties set out in the Offer, by its agreement to, and acceptance of, these Terms the Customer (or its representative) represents and warrants to Yandex that:

4.1.1. the information on the Customer (or its representative) contained in the Request sent to Yandex pursuant to Clause 2.2. is true;

4.2. the Customer voluntarily accepts these Terms unconditionally and in full, provided that the Customer:

4.2.1. shall have read and understood this document and the Offer;

4.2.2. has a complete understanding of the subject matter and content of the Agreement to be concluded under these Terms and the Offer;

4.2.3. has a complete understanding of the importance and consequences of its actions in respect of the Services to be delivered under these Terms and the Offer.

4.3. Accepting the Offer and these Terms, the Customer gives its consent to the use of the data specified by the Customer in the Brief for purposes of emailing newsletters and advertising materials in respect of Yandex services on the terms defined in the Confidentiality Policy available at https://yandex.com/legal/confidential.

Previous version of the document: https://yandex.com/legal/terms_yandex_direct_set_up_service_ch/07022020