Player Access Conditions
For the Partner to provide a Service in accordance with the "Terms of participation in the Yandex Advertising Network" ( https://yandex.ru/legal/yan_service_offer) and ( https://yandex.com/legal/oferta_yan_ch) ("Offer") the Partner including affiliates of YANDEX LLC may be granted an access to the player under the conditions of this document (the "Conditions"):
1. Terms and Definitions
1.1. The following terms and definitions are used herein:
Player means a specialized computer software allowing the person to use the Player to make audio-visual or any other form of Content compatible with the Player available to the public, ensure the interaction with User's Content, as well as display Ads and the Yandex Advertising Code in the Content provided to Users via the Player. At the discretion of Yandex, Player may also contain other functions available for use by the Partner.
Interface means the software interface accessible by the Partner after the authorization via Partner's login and password and providing the Partner with the opportunity to interact with the Player remotely.
Yandex Statistics Data means the data of automated information systems owned by Yandex and available to the Partner via Interface which, inter alia, may contain (depending on the purpose of the information system) data on how the Partner uses the Player.
Content means the information in the form of text, graphics, images, audio and/or video materials or any combination thereof, which may also contain the code embedded (hyperlinks). Content is the integral part of Partner Resources.
Player Code means a software module (HTML code or any other code) integrated into the code of Partner Resources (unless otherwise agreed upon by Parties) and intended to access and display the Player.
Yandex and the Partner may be also hereinafter referred to as the "Party" and the "Parties", respectively.
1.2. The Conditions may use other terms as not defined in cl. 1.1 hereof. In this case, such terms are interpreted in accordance with the text hereof. If the text hereof provides no definite interpretation of a term, one will primarily follow: the interpretation of the term defined by the Russian laws or, in default of such term in the Russian laws, the interpretation of the term existing in the respective thematic section of www.yandex.ru or, in default of such term in such section, the interpretation of the term generally accepted on the Internet.
When starting to use the Player, the Partner is deemed to have accepted these Conditions in full, without any reservation or exception. If the Partner disagrees with any provision hereof, the Partner may not use the Player.
2. Subject Matter of the Conditions
2.1. Subject matter hereof will be the provision of the Partner with access to the Player, in order to deliver the Content to the Resource Users and cause Yandex to place its Ads in the Player (services in accordance with the Offer). In particular, Yandex enables the Partner to:
2.1.1. set the Player Code on the Resources and set the Player Code using embed technology;
2.1.2. control the placement and display of Content in the Player;
2.1.3. manage the placement of Advertising in the Player;
2.1.4. receive and process information and statistics concerning the control of placement and display of Content and/or Advertising in the Player;
2.1.5. use the Player otherwise and for the purposes not inconsistent herewith.
2.2. The Parties determine the scope of the Players functions, specific methods and parameters for the Partner to use the Player as per the provisions of the documents listed in cl. 2.3 hereof.
2.3. The use of the Player by the Partner is governed by these Conditions and other Yandex documents, including, but not limited to:
2.3.1. User Agreement at: https://yandex.ru/legal/rules (applicable to the use of the Account by the Partner as stipulated in Section 2 of the Yandex Player User Agreement for the access to certain functions of the Player),
2.3.3. The Offer (in regard to the interaction of the Parties not regulated hereby). The documents described in this clause. 2.3 are hereinafter jointly referred to as the "Regulatory Documents" and are an integral part hereof.
2.4. The Partner will read all the Regulatory Documents and comply with the provisions of such documents. When starting to use the Player/its functions, the Partner is deemed to have accepted the Regulatory Documents in full, without any reservation or exception. If the Partner disagrees with any provision of the Regulatory Documents, the Partner may not use the Player.
2.5. Access to the Player is performed by the Partner through the Interface, and in such event:
2.5.1. The Partner will be solely responsible for the safety and confidentiality of the Partner's login and password used by the Partner to access the Interface.
2.5.2. All actions performed via the Interface using Partner's login and password are considered to be performed by the Partner.
2.5.3. Yandex will not be liable for any unauthorized use of the Partner’s login and password by third parties. If the Partner reasonably assumes that the confidentiality of access to the said data has been or may be broken, it should immediately inform Yandex and take measures to prevent adverse consequences of such breach.
2.6. The Partner agrees that the Player is provided to the Partner for the purpose of rendering Services, provided that the Partner uses Dynamic Monetization (functionality provided by Yandex through the ADFOX Service). However, all other functions that are available to the Partner, regarding the use of the Player, are determined by the Parties under the terms of the separate agreement.
3. Rights and Obligations of the Parties
3.1. The Partner undertakes:
3.1.1. Not to use the Player to post and/or display Content that violates any applicable law (including, but not limited to, advertising laws, competition protection laws) or infringes third party rights (including, but not limited to, intellectual property rights). The Partner also agrees to be fully liable for meeting the requirements of applicable laws (including, but not limited to, advertising and competition protection laws) and third-party rights (including, but not limited to, intellectual property rights) indemnifying Yandex against any third-party claims (including authorized government agencies) in relation to any Content posted or displayed via the Player.
3.1.3. To take measures in their reasonable control, should the Partner use the Player to post and/or display Content being an advertising, to store advertising Content posted via the Player for at least 12 (twelve) calendar months from the end of the posting, and, at the request of Yandex, provide it with copies of such Content and any other reasonably necessary information to Yandex regarding its posting within a reasonable time from the date of the relevant request by Yandex.
3.1.4. Not to use the Player to host Content containing malicious and/or spyware codes, any automated access methods (including software robots and bots) to access the Player, except those provided by Yandex or authorized by Yandex.
3.1.5. Not to license, sub-license, alienate, modify, decode, decompile, disassemble, emulate, distribute, disrupt the integrity of the security system in relation to the Player and/or the Player Code, use the Player and/or the Player Code in such a way not stipulated herein (inter alia, not modify the Player Code) without the prior written consent of Yandex, except as required by applicable law.
3.1.6. Clauses 3.1.1-3.1.4 hereof do not apply in case the Partner places and advertising within the scope of the Offer.
3.2. The Partner is entitled to:
3.2.1. Access Yandex Statistics Data in the manner and as stipulated hereby, by the Regulatory Documents, and additional provisions Yandex and the Partner may approve in the normal course of business (via email or via Interface).
3.2.2. Use Player Code only for the purposes, in the ways, and in the manner stipulated hereby and by technical requirements of Yandex.
3.3. Yandex is entitled to:
3.3.1. Monitor, collect, and/or analyze the statistics of all the actions (including, but not limited to, impressions, clicks, conversions) the Partner performed when using the Player and transfer such information to Yandex affiliates.
3.3.2. Temporarily suspend access to the Player for technical or other reasons preventing from access to the Player, while such reasons are being handled.
3.3.3. Suspend access to the Player, if the Partner breaks the Conditions.
3.4. Yandex undertakes to:
3.4.1. Provide the Player hereunder, under the Regulatory Documents and technical requirements of Yandex.
4. Level of provision for the Player
4.1. Yandex undertakes to take all reasonable measures to make sure the Player and Interface are available 24/7/365.
4.2. Yandex provides the Player and Interface "as is", i.e. Yandex does not guarantee the uninterrupted and error-free operation of Yandex equipment and software used to provide the Player and Interface both as a whole and their individual components and/or functions.
4.3. Yandex provides reasonable technical support to the Partner related to the Partner’s access to the Player and Interface. Technical support is provided by e-mail at the Partner's request on weekdays from 10:30 a.m. to 07:30 p.m. Moscow time.
4.4. Yandex undertakes to take commercially reasonable measures to notify the Partner in advance of any routine preventive maintenance or repair works potentially interrupting the operation of the Player and Interface, and to promptly notify the Partner of any emergency failures of the Player and Interface as soon as possible.
4.5. The Partner fully acknowledges and accepts the functional algorithms of the Player and the Interface, as well as other technical criteria of the Player and the Interface, which are set out herein and are ordinarily presented to the Partner by Yandex. In this respect, the Partner agrees that Yandex may set and modify such algorithms and other technical criteria unilaterally without notifying the Partner.
4.7. The Partner will be solely liable for data backup.
5.1. The Partner represents and warrants that:
5.1.1. The Partner has all the rights and authority needed to use the Player
5.1.2. The Partner uses the Player voluntarily and the Partner (the Partner's representative): a) have fully read the Conditions; b) fully understands the subject matter of the Conditions; c) fully understands the meaning and effect of their actions in relation to the Player.
5.1.3. the Player will only be used as per the Conditions, all the rules and requirements of applicable laws (including, but not limited to, advertising, competition protection, and intellectual property laws) and does not infringe any third-party rights and Yandex rights.
5.2. The Partner hereby agrees and acknowledges that:
5.2.1. The Player is provided due to the technical processing of information with Yandex software, equipment, and technologies.
5.2.2. All the placement and/or display of Content in the Partner Resources will be directly controlled by the Partner (or any third party, including the Partner's customer) at their own commercial risk.
5.3. Yandex represents and warrants that:
5.3.1. Yandex is the exclusive owner of rights to the Player, the Interface and the Player Code.
5.3.2. Yandex has all the necessary rights, licenses, and permits to make the Player, the Interface and/or the Player Code accessible to the Partner.
5.4. Except for the representations and warranties stipulated herein, each Party explicitly disclaims any representations or warranties, both express or implied, including guarantees of fitness of products and/or services for the specific purpose of the Party and/or a third party.
6. Liability and Limitation of Liability
6.1. The Parties will be liable for any violation hereof under the Conditions and the applicable laws.
6.2. The Partner acknowledges and accepts that under no circumstances will Yandex be liable for any actions taken by the Partner when using the Player and/or the Player Code, including, but not limited to, the methods, time, order and other parameters of displaying or posting the Content, as well as for actions related to obtaining the information and statistics in the manner prescribed hereby.
6.3. All disputes arising out of the use by the Partner of the Player and/or Player Code will be resolved by the Partner independently and at the Partner's expense. The Partner undertakes to indemnify and hold harmless Yandex against any liability and loss in event of any claim, requirement, action or other process document (the "Claims") related to the (a) use of the Player and/or Player Code by the Partner in violation hereof, (b) assumption that the Content posted or displayed via the Player and/or Player Code violates the rights of any third party, is abusive, defamatory, obscene, misleading, or violates any applicable law, or (c) unreliability and/or invalidity of any representation or warranty made by the Partner hereunder. The Partner undertakes to indemnify Yandex against any loss incurred by Yandex and reimburse reasonable expenses (including expenses for legal advisors and representatives) related to a respective Claim entered against Yandex.
6.4. If a third party enters or, in Yandex’s opinion, may enter a claim relating to the infringement of such third party's exclusive rights and based on the breach of a warranty provided by Yandex in cl. 5.3.1 hereof, Yandex may, at own discretion and expense: (i) ensure that the Partner may continually use the Player and/or Player Code; or (ii) replace or modify the Player and/or Player Code to remedy the violation of exclusive rights without substantially altering the functionality of the Player and/or Player Code. This clause 6.4 is Yandex's only obligation and the Partner’s sole right regarding claims related to the infringement of third parties' exclusive rights based on the breach of a warranty provided by Yandex in cl. 5.3.1 hereof.
6.5. Nothing herein excludes or limits the liability of the Parties (a) for intentional violations hereof; (b) for fraudulent acts and knowingly false representations and/or warranties; (c) for the misuse of Confidential Information.
6.6. Yandex will not be liable for:
6.6.1. the inability to use the Player and/or Player Code due to (a) any malfunctions on the Internet, the parts and/or segments thereof; (b) actions/omissions of communication network operators (providers); (c) failures of equipment and/or computer programs the Partner uses to access the Player.
6.6.2. the (non) compliance of the Player and/or Player Code and the results of the use of the Player and/or Player Code by the Partner with any purposes of the Partner (and third parties), including the Partner's purposes related to the placement and/or control of the placement and/or display of the Content.
6.6.3. any indirect loss and/or lost profit and/or loss of information, the Partner and/or third parties, regardless of whether Yandex could foresee such indirect losses or not;
6.7. Yandex reserves the right to suspend or terminate access to the Player and/or the Player Code for the Partner at any time without prior notice to the Partner, if the Partner breaks the Conditions.
7. Amendments to the Conditions
7.1. Yandex may amend the provisions of the Regulatory Documents at any time without notifying the Partner. The current version of the Conditions is available at: https://yandex.ru/legal/yan_player_terms, and current versions of other Regulatory Documents — at the URLs listed in cl. 2.3 of the Terms. The risk of failing to read a revised version of the Regulatory Documents is borne by the Partner; continued use of the Player and/or the Player Code once the Regulatory Documents have been amended constitutes the consent to their revised version. If the Partner disagrees with a new version of the Conditions or other Regulatory Documents, the Partner will stop using the Player and Player Code.
7.2. The Partner agrees and acknowledges that amendments to the Conditions and/or the Regulatory Documents will result in such amendments to the Agreement executed and effectuated by and between the Partner and Yandex, with these amendments to the Agreement to become effective at the same time as such amendments to the Conditions and/or the Regulatory Documents.
7.3. Yandex may suspend access to the Player (and/or Player Code) and/or terminate the Agreement with the Partner unilaterally, if the Partner broke the Terms.
Date of publication: 20.03.2020