«Yandex.Market» Service Offer
This document is a translation of «Yandex.Market» Service Offer in English. In case of conflict between the Russian version of «Yandex.Market» Service Offer and this translation — only the Russian version of «Yandex.Market» Service Offer is legally binding. The Russian version of «Yandex.Market» Service Offer can be found here: https://yandex.kz/legal/oferta_market/?lang=ru.
Russian Federation, Moscow
Date of placement: December 28, 2020
Effective Date: December 28, 2020
This document constitutes the offer from the limited liability company «Yandex.Market» (hereinafter — «Yandex») to enter into «Yandex.Market» services Agreement on the following terms and conditions.
1. Terms and definitions
1.1. For purposes hereof the following terms shall have the following meaning:
Offer acceptance — shall be understood as a complete and unconditional acceptance of the Offer through actions specified in clauses 6.2. and 6.4. in the Offer;
«Yandex.Market» Database — is the reference system that contains information on products designed for potential buyers (consumers) of goods;
Client web-interface — a software interface of interaction of the Customer with Yandex.Market system, which contains information about the Customer, statistics and other information in respect of the Yandex.Market Services, and enables remote interaction of the Parties under the Agreement, which is available to the Customer after the authorization using Customer login and password on the Yandex website, through application programs (including programs for mobile devices) or API;
Statistics data — the data of automated tracking accounting system of Yandex, which in particular may contain information about the number of Clicks and Impressions, cost of Yandex.Market Services and other information relating to the placement of Materials in electronic form;
Agreement — repayable Agreement between the Customer and Yandex for rendering of «Yandex.Market» Services, which is concluded by means of Offer acceptance;
Customer (Client) — a person who carries out the Offer Acceptance and is an advertiser and ordering customer of «Yandex.Market» Services under the concluded Agreement;
Click — a user’s call by reference from the Link, contained in the Materials;
Customer (Client) duplicate party shall be understood as a party different from the Customer, regardless of its form of legal incorporation, which offers a list of Goods, same as or similar to that of the Customer and/or has identical details (location of points of sale or self-delivery, contact telephone numbers, e-mails, etc.). Under all circumstances Customer (Client) duplicated party shall be understood as a party, exercised farfetched injurious increase of Materials, the main purpose of which is a non-competitive increase of Clicks;
Materials — advertising-promotional materials provided by the Customer that contain information about the range, prices, specifications, availability of goods offered in the store of the Customer to potential buyers in the current period, information on location of the retail outlets of the Customer, images, descriptions and other information as may be agreed by the Parties regarding product offerings and/or the Customer’s store;
The Location — a place on the web pages of informational resources in the Internet or in the Yandex.Market Service, selected for placing (showing) Materials and/or their certain constituent parts (images, descriptions, etc.);
Offer — the present document «Offer for rendering of «Yandex.Market» services» placed in the Internet at: https://yandex.kz/legal/oferta_market;
Impression — placement/viewing of Materials at Locations;
User — a person who is a visitor/user of the informational resources (websites, applications, computer programs, etc.) of Yandex in the Internet;
Yandex.Market Service — means all websites (including but not limited to those, located in the Internet at: http://market.yandex.ru; http://market.yandex.ua), applications (including programs for mobile devices) of Yandex or its affiliates that provide access to Yandex.Market Database;
Link — a text link or image included by the Customer in Materials which leads the users who clicked to:
A) an information resource (site) on the Internet (site of the Customer / store of the Customer), address (URL) stated by the Customer;
B) special sections of Yandex.Market Service «Stores», «Look at the map», containing information about the retail outlets of the Customer;
C) Store offers card (as this term is defined in the General terms and conditions for Yandex.Market Services placed on the Internet at: https://yandex.kz/legal/market_general).
as well as the text link or image with the telephone number supplied by the Customer for the given Materials. The User has an opportunity to make a call by this number by using software providing for various types of communication.
«Yandex.Market» Services — Yandex services associated with placement of Materials at the Locations (the services provided for by paragraph 2.1 of the Offer);
Chat — chat used by the Customer to interact with Users in the Yandex.Market Service, created by the Customer in the Yandex.Dialogs service on the terms published at: https://yandex.ru/legal/dialogues_termsofuse and corresponding to the requirements indicated on the page: https://tech.yandex.ru/dialogs/alice/doc/requirements-docpage.
1.2. The Offer may use the terms, not defined in the section 1.1. of the Offer. In this case, the interpretation of the term shall be in accordance with the text of the Offer. In the absence of clear interpretation of the term in the text of the Offer one should be guided by the interpretation of the term defined: primarily — in the Russian legislation, secondarily — on the Yandex.Market Service, and thereafter — as exists (common) on the Internet.
2. Subject of the Agreement
2.1. The subject of the Agreement is repayable rendering of «Yandex.Market» Services by Yandex to the Customer according to the Offer terms and conditions. The Yandex.Market Services shall include placement of Materials at the Locations by Yandex.
3. Terms and conditions for rendering services
3.1. The acceptance and observance of requirements and provisions set forth in the Offer and defined by the below mentioned documents by the Customer, as well as their application to the parties under the Agreement is obligatory condition for the provision «Yandex.Market» Services by Yandex:
Document «General terms and conditions for Yandex.Market services», placed in the Internet at: https://yandex.kz/legal/market_general (hereinafter— «General terms and conditions»);
Document «User Agreement for Yandex Services», placed in the Internet at: https://yandex.kz/legal/rules;
Document «Advertising Requirements», placed in the Internet at: https://yandex.kz/legal/market_adv_rules (hereinafter— «Requirements»);
Document containing the Price list requirements, posted in the Internet at: https://yandex.ru/support/partnermarket/export/recommendation.html?lang=en.
3.2. Unless otherwise provided by the General Terms Yandex proceeds with rendering the Services to the Customer after the aggregate execution of the following conditions by the Customer:
3.2.1. The Customer provided the Materials, which correspond to the requirements of the Agreement;
3.2.2. The Customer has executed Offer acceptance.
3.3. The Customer shall prepare the Materials independently and provide them to Yandex, in the manner described in the document «Requirements to the Data Transmission Format and Method». The Customer shall be solely and completely liable for the compliance with applicable legislation as a person that establishes into a form suitable advertisements placement and guarantees that the Materials provided by the Customer to Yandex for placement in order mentioned above fully comply with applicable law.
3.3.1. Information about the location of the retail outlets of the Customer and other information, agreed by the Parties can be delivered through the Client web interface.
3.4. In the event the Customer provides the Materials in violation of regulations and requirements specified in the Agreement (including the General Terms), Yandex shall be entitled to refuse to place such Materials, and to suspend or terminate its Services related to those Materials, or terminate the Agreement.
3.5. The Locations of the Materials are determined in accordance with terms of the document «General terms and conditions».
3.6. Customer shall not be entitled to assign its rights under the Agreement to any third party without Yandex's prior consent. Customer shall undertake to confirm availability of such consent.
3.7. The Services are rendered to the Customer in the scope, corresponding to the amount of the advance payment made by him (unless otherwise provided for by the Offer). Yandex reserves the right to immediately suspend the Services provision and or terminate the Agreement unilaterally if the cost of services provided by Yandex under the Agreement has become equal to or exceeded the amount transferred by the Customer to the current account of Yandex or YANDEX LLC as a prepayment for rendering services.
3.8. The Customer shall be solely responsible for maintaining the confidentiality of the registration data (login and password). Any actions connected to placement of the Materials through the Client web-interface using the login and password of the Customer, shall be deemed performed by the Customer. The Customer shall be solely responsible to third parties for any actions performed by using the login and password of the Customer.
3.9. Customer acknowledges that, for the purposes of the Agreement, in particular, for determination of the number of impressions, number of clicks, cost of the Services, as well as the start date and period of Service rendering only Yandex Statistics Data are used.
3.10. Under the Agreement Yandex shall not carry out placement of Materials that contain information on works or services.
4. Rights and obligations of the parties
4.1. Yandex shall undertake:
4.1.1. To provide the Customer with «Yandex.Market» Services in accordance with the Agreement, concluded on the terms of the Offer.
4.1.2. While rendering Services under Agreement, provide the Customer with possibility to examine the Statistics Data, using Client web interface, at the same time Yandex is not responsible for in case of impossibility of examining the Statistics Data by the Customer due to reasons beyond the control of Yandex.
4.1.3. To place the Materials, exported by the Customer in the Yandex.Market Database subject to observance of the requirements, contained in the documents mentioned in art.3.1. of the Agreement.
4.1.4. To return the Customer on his written request prepayment amount minus cost of Services, actually provided by Yandex at the time of termination of the Agreement, in case of refusal of the Customer to execute the Agreement under the terms and conditions stated in the Offer. Refund is made within five working days after the receipt by Yandex of the duly executed written Customer's request and, where necessary, other documents that identify the Customer.
4.2. Yandex shall be entitled:
4.2.1. To suspend provision of the Services under the Agreement to the Customer on the temporary basis for technical, technological or other reasons, which prevent rendering the Services, for the cure period.
4.2.2. To suspend the provision of Services under the Agreement and/or terminate the Agreement in unilateral extrajudicial manner by notifying the Customer in the following cases: a) violation by the Customer of the obligations, stipulated by paragraphs 4.3.2., 4.3.3., 4.3.6., 4.3.10. of the Offer and b) in cases stipulated in https://yandex.ru/support/partnermarket/quality/critical-mistakes.html; c) violation of any other obligations of the Customer under the Agreement.
4.2.3. Carry out any actions (control activities) as to verify whether the contents of the Materials submitted by the Customer meet the requirements specified in the Agreement. Any findings obtained through control activities shall be regarded as a sufficient, but not the only, reason as to establish that Materials do not meet the requirements listed in the Agreement. In this case, Yandex shall individually determine the methods, frequency and grounds as to carry out control activities.
4.2.4. To suspend the rendering of the Services and/or unilaterally terminate the Agreement(s) with the Customer if the Customer has debts for payment of Yandex Services (in particular violated the term of payment for Services rendered to the Customer under the Agreement concluded on the deferred payment terms), as under Agreements concluded on the terms of this Offer, as well as for other Agreements concluded between the Customer and Yandex.
4.2.5. To amend the Offer, General terms and conditions and other documents specified in paragraph 3.1 of the Offer in the manner stated by the Offer.
4.2.6. During the placement of the Materials on the Locations the impressions of Materials may be accompanied by additional information material of the Yandex.Market Service (such as marks of the goods/shops, comments concerning the goods/materials, but not limited).
4.2.7. To suspend the Services and/or unilaterally terminate the Agreement(s) with the Customer, if an audit Yandex conducted to check a negative comment / negative comments on the Customer found in User feedback; feedback forms on the Reference pages; User replies to system notifications sent by the Service; help desk inquires of Users by e-mail and/or phone, makes Yandex conclude that there is a good reason to take appropriate measures.
4.2.8. Yandex has the right to periodically, in order to improve the quality of the Yandex.Market service and services provided, as well as to develop new offers for advertisers, conduct experiments in which Yandex tests new functionalities of the Yandex.Market Service, and/or new products (types of Services) on the Yandex.Market Service, and/or integration with other tools, products, services of Yandex or its affiliates. In this case, provision of the Services to Customers selected randomly by Yandex may be carried out with changes in the terms of provision of the Services set forth in the Offer and/or the General Terms, including, but not limited to, changes in places of placement of advertising materials during provision of the Services, by placement of advertising materials at the Locations of placement not provided for in the General Terms, changes in the conditions of selection and order of placement of Product offers at the Locations of placement provided for in the General Terms, the list, method of display, as well as the availability of certain types of data or information regarding the provision of the Services may change in the Client's web interface. When conducting experiments, Yandex does not guarantee that all Services will be provided in accordance with the Offer and the General Terms and that all Product offerings without exception will be displayed in accordance with the order of the Product offerings on the Locations and conditions of selection as defined in the General Terms and Conditions, as well as compliance with other conditions stipulated by the Offer and the General Terms. At the same time, conducting experiments does not affect the Price per Click set by the Customer in accordance with the General Terms and does not result in its change. Payment for the Services shall be made in accordance with the Price per Click, determined in accordance with the procedure stipulated by clause 3 of the General Terms. Information about such experiments is available to the Customer when contacting the support service by sending a request via the feedback form to email@example.com, indicating the reason for the request and the number of the advertising campaign.
4.3. The Customer shall undertake:
4.3.1. To export the Materials in compliance with technical requirements specified by the «Requirements to the Data Transmission Format and Method» document.
4.3.2. To comply with all applicable requirements of Yandex for advertising materials and terms of placement under the Offer, as well as all applicable standards and requirements of current legislation, including the Federal Law «On advertising», intellectual property legislation, the competition law, when preparing, creating, modifying the Materials, but not limited to the above mentioned.
4.3.3. To provide the Materials which content corresponds to the current offers of the Customer's store and to comply with stated conditions of sale of goods.
4.3.4. To provide the Materials only in relation to goods offered for sale on the Customer’s website, seller of which is the Customer.
4.3.5. To provide information about the Customer's website, using Client web interface, regardless of the presence or absence of the possibility of ordering/purchasing of goods directly on the website of the Customer.
4.3.6. To ensure operability of Customer's website with regard of the Materials that are provided, the possibility of Users access to the website, when clicking the corresponding Link of the Customer.
4.3.7. To ensure the presence of reliable information about the seller and goods (works, services) on the Customer's website, in the scope, required by Russian legislation.
4.3.8. Upon Yandex request and within the period not exceeding three calendar days from the moment of the receipt of such request, present the dully authorised copies of the documents, confirming the information about the seller, placed at the Customer's website, as well as submitted to Yandex as part of the Materials. The parties acknowledge, that the information about the seller is not confidential.
4.3.9. To pay for Yandex Services under the Agreement in the manner and procedure, specified in the Offer (Agreement).
4.3.10. To use the Client web interface according to the rules established by Yandex and outlined in the Client web interface.
4.3.11. The Customer agrees that during the placement of the Materials on the Locations the impressions may be accompanied by additional information material of the Yandex.Market Service (such as marks of the goods/shops, comments concerning the goods/materials, but not limited).
Yandex.Market has the right to unilaterally make changes to the requirements, while the Customer undertakes to independently monitor such changes.
4.3.13. The Customer may be given an opportunity to form Product Cards by himself using the Web-interface, including uploading the Materials to the Service and forming a description of the Product, as well as adding other necessary information. These Product Cards are created in accordance with the rules and restrictions available in the "Help" section at https://yandex.ru/support/partnermarket-catalog. In this case, the Customer is not entitled to form their own Product Cards identical to those already available on the Service. In the case of identification of goods created by the Customer, identical to those already available on the Service, Yandex has the right, at its discretion, to remove such Product Cards from the placement or combine them with previously placed Product Cards.
4.3.14. The Customer shall grant Yandex on a non-repayable basis under a non-exclusive license the right to use the Materials transferred by the Customer to Yandex for the provision of services under the Offer in all countries of the world during the entire period of the exclusive right to the Materials by any means, including reproduction of the Materials in the memory of the computer; distribution of the Materials; processing; making the Materials available to the public; granting the right to use the Materials to third parties under a sublicense; inclusion of the Materials in information and advertising materials aimed at promoting services and products of Yandex, by including them in a complex or composite work. Subsequently, the advertising materials with the included Materials may be used by Yandex in any way on the territory of all countries of the world during the whole period of the exclusive right to the advertising materials.
If the Customer at any time ceases to have sufficient rights to grant the rights to use the Materials in accordance with this clause, the Customer shall notify Yandex thereof within 1 (one) business day.
The provisions of this clause 4.3.14 apply to Materials transferred by the Customer at any time, including before the date of inclusion of clause 4.3.14 in the Offer, to Yandex and/or its affiliates for the purpose of providing Yandex.Market Services.
4.3.15. The Customer may use the Materials provided to him on the Yandex.Market Service for the purpose of creation and editing of Materials and Product Cards by the Customer, only on the Yandex.Market Service.
4.4. The Customer shall be entitled:
4.4.1. To access the Statistics Data in the prescribed manner.
4.4.2. To modify the Materials (including the terms of placement) at any time in compliance with all requirements established by the Agreement.
4.4.3. To suspend and/or terminate the placement of the Materials at any time.
4.4.4. To repudiate the Agreement unilaterally by written notice to Yandex, in case of disagreement with amendments, made by Yandex to General terms and conditions and other documents specified in paragraph 3.1 of the Offer, no later than 7 (seven) calendar days from the date of taking the specified changes into effect and after paying the Yandex for actual Service provided. The Agreement shall be deemed terminated from the moment of the receipt of Customer's notice by Yandex.
5. Cost of services and procedure of settlements
5.1. The cost of Services, provided by Yandex under the Agreement is determined in accordance with Yandex Statistics Data on the basis of price per Click and number of Clicks for the accounting period. At the same time the prices for Clicks are agreed by the Parties during the rendering of Yandex.Market Services, taking into account the maximum prices for Clicks set by the Customer, the minimum prices for Clicks set by Yandex, as well as Locations and conditions of Materials placement in accordance with the General Terms and Conditions and are reflected in the Yandex Statistics data.
5.2. Accounting period of Services rendering is set within a calendar month.
5.3. Payment for Services is made by the Customer in Russian rubles by bank transfer.
5.3.1. For the purposes of cost of rendered Services considerations, particularly in Yandex Statistics Data, conventional units (c.u.) may be used. Relation of c.u. to the currency of settlement under the Agreement (RUR) is indicated in the General Terms and Conditions / Rules and in the Client web interface.
5.4. The Services are provided to the Customer under the terms of advance payment for Services. Customer makes an advance payment of 100% (One Hundred percent) of the total cost of ordered Services on the basis of invoice issued by Yandex for the Customer (the «Invoice») within 5 (five) calendar days from the date of Invoice. For the purposes of the Offer, the period, calculated in calendar days, does not include public holidays. Payment of the Invoice by the Customer shall constitute the Offer Acceptance and shall involve entering into the Agreement on terms and conditions of the advance payment (paragraph 6.2. of the Offer).
5.5. In the course of rendering Services the Customer may get the partial deferral of payment for the Services rendered by Yandex (in the text — «Deferral of payment»).
5.6. Payment by the Customer shall be deferred at the discretion of Yandex subject to the following conditions that are observed simultaneously:
5.6.1. The Customer is the resident of RF and regularly orders the Services, in particular:
- Services were provided by Yandex to the Customer not less than in four reporting periods for the last six months preceding the current date;
- average cost of the Services rendered by Yandex to the Customer for the last six months preceding the current date is not less than 20000 (twenty thousand) roubles.
5.6.2. The Customer has no debts to Yandex and YANDEX LLC for payment of Services under any Agreement (s). The Customer for the preceding six months did not violate the term of payment for Services rendered to the Advertiser under the Agreement on the deferred payment terms.
5.6.3. Customer has the payment password on the Yandex website, which is used on a mandatory basis for issuing of Invoice according to which the Deferral of payment is presented.
5.6.4. Customer is not an agency, inuring to the benefit of and at the expense of Yandex, or agency acting for and on behalf of third parties (end advertisers) when purchasing the Service.
5.6.5. No bilateral written Agreement for rendering of Services with the following (full or partial) payment for Services on the fact of their rendering, acting at the present moment, is concluded between the Customer and Yandex.
5.6.6. The Customer performed the Offer Acceptance on the terms of Deferral of payment (paragraph 6.4. of the Offer)
5.7. The offer from Yandex to enter into the Agreement on the Deferral of payment terms shall be supported by granting the Customer the opportunity to issue Invoice with Deferral of payment through the Client web interface (active option «Make deferred payment»).
5.8. Deferral of payment is granted for the period of 15 (fifteen) calendar days after the issuance of the Invoice. Within the designated period the Customer shall pay the cost of Services ordered at a rate of 100% (hundred percent) from the amount of the Invoice.
5.9. Deferral of payment is available for payment of Services, the total value of which (Invoice amount) does not exceed the amount calculated individually for the Customer in accordance with his history of orders and specified in the Client web interface as a condition of the Agreement with Deferral of payment, in particular, the maximum allowed amount of deferred payment is specified.
For the purposes of the present paragraph of the Offer, the period, calculated in calendar days, does not include public holidays.
5.10. The Parties hereby agree that in the framework of the Agreement Yandex has the right to settle the funds that are transferred under the Invoice (paragraph 6.2. of the Offer), to repay the debt, which was formed under other Agreements concluded between Yandex and the Customer.
5.11. Services shall be considered paid by the Customer, after receiving by Yandex confirmation from the bank on the receipt of all amount of payment to the account of Yandex or YANDEX LLC. In some cases, at sole discretion of Yandex, a confirmation of the fact of payment may be: a) The facsimile copy of a payment order with bank stamp on payment for bank transfer payment, b) facsimile copy of the receipt with stamp of the bank through which payment is made, and c) verification by Yandex of the fact of payment to Yandex using payment system in the case of electronic payment by the Customer.
5.12. The Parties hereby agree that if at the time of termination or cancellation of the Agreement amount of prepayment for Services made by the Customer, exceeds the cost of Services actually rendered to the Customer under the Agreement, the difference between these amounts can be considered paid to the Customer at the request of Customer as payment (prepayment) of Services within the frameworks of other (including future) Agreements, except: 1) when otherwise expressly provided by the terms of the Offer and 2) when otherwise agreed by the Parties in addition at the termination or cancellation of the Agreement. The present condition remains in force and effect even after the cancellation or termination of this Agreement.
5.12.1. Monthly (on the last day of accounting period) and / or the last day of the rendering of the Services under the Agreement (Invoice), Yandex generates an unilateral Act on the services rendered in accordance with the scope of the Services actually provided during the accounting period. General Terms and Conditions or the Rules may provide another procedure and terms for the formation of the Acts on the services rendered.
5.12.2. Services considered to be provided by Yandex and properly accepted by the Customer in the amount specified in the Act, if, within fifteen days after the end of the accounting period, Yandex has not received from Customer motivated written objections.
At the end of the period specified above, the claims of the Customer on the Act, including the amount (scope), cost and quality of services will not be accepted.
5.13. With respect to any monetary obligations of the Parties under the Agreement, the Parties agreed that the legitimate interest (interest on the principal amount for the period of use of the funds) stipulated by Art. 317.1 of the Civil Code of the Russian Federation shall not be charged.
6. Offer Acceptance and conclusion of the Agreement
6.1. Actions specified in clauses 6.2. and 6.4. of the Offer shall not be regarded as appropriate Offer acceptance, in the event those were carried out by:
- a party that Yandex or YANDEX LLC had entered into the Agreement with and had terminated that Agreement, as the said party had violated the provisions of the Offer, and
the Customer (Client) duplicate party, that Yandex or YANDEX LLC had entered into the Agreement with and had terminated the Agreement, as the party had violated the provisions of the Offer.
The said actions shall not lead to renewal of any of Yandex's obligations.
The provisions specified in this clause shall not cover the cases when Yandex performed some definite actions confirming that it admits the acceptance, carried out by the said parties, as appropriate (the actual commencement of the Services).
Yandex shall be entitled to individually determine any technical ways to limit the Offer Acceptance as related to the said parties.
6.2. Customer makes Offer Acceptance by advance payment against of Invoice for Yandex Services, in respect of which the Agreement is entered into within 5 days from the date of Invoice.
6.3. In case the Customer has made Offer Acceptance within a period exceeding that specified in Invoice, Yandex has the right, at its sole discretion, accept such Offer Acceptance and start providing Services or refuse such Offer Acceptance, returning the advance paid amount to the Customer.
6.4. In the case of a entering into the Agreement on deferred payment terms Customer accepts the Offer by performing the following actions:
expression of consent with the conclusion of the Agreement with a deferred payment by pressing the «Agree» button in the Client web interface;
invoicing for Services provided with a deferred payment.
If after fifteen (15) calendar days from the date of the Invoice with a deferred payment, the Customer has not paid the Invoice and in the specified period the fact of the rendering of Services under such Invoice is not present (in particular, the Customer has not started placement of the Materials), Yandex has the right to cancel the Invoice and the corresponding Agreement cease to have effect.6.5. The Parties agree that:
6.5.1. if the Customer accepts the Offer on or after 24.05.2016 г., Yandex shall act as a provider of Yandex.Market Services to the Customer, even if the Customer paid for these services against Invoices issued by YANDEX LLC after the said date. In this respect, the Parties acknowledge that payment of an Invoice issued by YANDEX LLC to the Customer after the said date constitutes proper acceptance of Yandex’s Offer by the Customer.
6.5.2. if the Customer accepts the Offer prior to 24.05.2016 г., the services under the relevant Agreement (Invoice) shall be provided to the Customer by YANDEX LLC (OGRN 1027700229193, place of business: 16 Leo Tolstoy St., 119021 Moscow, Russia, Russian Federation) under the terms stipulated by this Offer.
7. Duration and changing conditions of the Offer
7.1. An Offer becomes effective on the date specified in the «Effective Date» and shall remain valid until withdrawal of the Offer by Yandex.
7.2. Yandex reserves the right to amend the terms of the Offer (including the documents specified in paragraph 3.1 of the Offer) and / or withdraw the Offer at any time at its discretion. In case of changes to the Offer (the documents specified in paragraph 3.1 of the Offer) by Yandex, such changes shall become effective upon placement of the modified text of the Offer (the documents specified in paragraph 3.1 of the Offer) at https://yandex.kz/legal/oferta_market (the addresses specified in paragraph 3.1 of the Offer), if different commencement of such changes is not defined additionally at such placement.
8. Duration and amendment of the Agreement
8.1. Offer Acceptance by the Customer, made in accordance with paragraph 6 of the Offer creates the Agreement (Article 438 of Russian Federation Civil Code) on the terms of the Offer.
8.2. Agreement enters into force upon Offer Acceptance by the Customer, and is valid until: a) the Parties fulfil obligations under the Agreement, namely the payment of the cost of Services by the Customer, and rendering of Services by Yandex in an amount corresponding to the cost of Services, or b) the termination of the Agreement
8.3. Customer acknowledges and agrees that changes to the Offer (including the documents specified in paragraph 3.1 of the Offer) results the introduction of these changes in Agreement concluded and acting between the Customer and Yandex, and these changes to the Agreement shall enter into force simultaneously with changes in the Offer (including the documents specified in paragraph 3.1 of the Offer).
8.4. In case of withdrawal of the Offer by Yandex during the term of the Agreement, the Agreement shall be deemed terminated from the date of withdrawal, unless otherwise provided by Yandex when withdrawing the Offer.
9. Termination of Agreement
9.1. Agreement may be terminated:
9.1.1. upon agreement of the Parties at any time;
9.1.2. by Yandex in case of violation by the Customer of provisions of the Agreement immediately with written notice to the Customer;
9.1.3. at the request and initiative of one of the Parties. A party intending to unilaterally terminate the Agreement must notify the other party no later than 15 (fifteen) calendar days prior to the expected date of termination of the Agreement. Yandex may send such notification to the Customer's email address specified in the Client web-interface.
9.1.4. for other reasons specified in this Offer and / or the current legislation of Russian Federation.
9.2. Obligations of the Parties under the Agreement which by its nature should continue to act (including obligations relating to confidentiality of the settlement, the use of information, but not limited to the above mentioned) will remain in force after the termination of the Agreement.
9.3. Termination of the Agreement for any reason does not relieve the parties from liability for breach of the Agreement’s conditions arising during its term.
10.1. During the term of the Agreement Yandex will make all reasonable efforts for curing any failures and errors if they occur. At the same time Yandex shall not guarantee absence of errors and failures when placing materials, including in terms of the software operation.
10.2. Except for the warranties expressly set forth in the text of the Offer, Yandex makes no other express or implied warranties under the Agreement and shall directly waive any warranties or conditions as to non-infringement of rights and correspondence of Services to specific goals of the Customer.
10.3. Performing the Offer Acceptance the Customer (or a representative of the Customer, including an individual duly authorized to conclude the Agreement on behalf of the Customer) represents and warrants to Yandex that:
10.3.1. The Customer (the Customer Representative) stated true details, including personal details, of the Customer (the Customer Representative) upon registration as a user on Yandex and true details, including personal details, when executing payment documents in relation to the Services.
10.3.2. The Customer agrees for Yandex to processes personal data, specified by the Customer when registering at Yandex and / or at the entering into the Agreement, including the performance by Yandex of actions under paragraph 3 of Article 3 of the Federal Law dated 27.07.2006 № 152-FZ «On personal data», by any means, for purposes of conclusions and execution of this Agreement
10.3.3. The Customer (the Representative of the Customer): a) fully read the terms of the Offer, b) fully understands the subject of the Offer and the Agreement, c) fully understands the meaning and consequences of their actions on the conclusion and execution of this Agreement
10.3.4. The Customer (Representative of the Customer) has all the rights and powers necessary for the conclusion and execution of this Agreement.
10.3.5. Placement (reproduction, impression), or otherwise use of the Materials under the Agreement by Yandex as well as Materials (their contents) where Link shall lead to the Users shall not violate and shall not involve violation of any rights of third parties and applicable law, in connection with which the Customer bears responsibility in accordance with paragraphs 11.5, 11.6., 11.7 of the Offer.
10.3.6. Goods, whose details are contained in the Materials submitted by the Customer, were legally put into civil circulation within Russian Federation and/or within the state where the said goods are sold and/or the state the said goods are delivered to.
10.3.7. The goods, information about which is contained in the Materials provided by the Customer, comply with all the requirements of the legislation of the Russian Federation and/or legislation of the state where the said goods are sold and/or legislation of the state the said goods are delivered to, including the legislation on technical regulation. The goods, information about which is contained in the Materials provided by the Customer, are not falsified and / or counterfeit.
10.4. The Customer hereby warrants that:
10.4.1. granting the rights to use the Materials in accordance with clause 4.3.14 of the Offer does not violate or entail violation of any rights of the third parties;
10.4.2. The Materials provided to Yandex comply with all requirements of the current legislation, as well as the requirements set forth in the Offer and documents directly specified therein;
10.4.3. The Customer has sufficient rights to provide the rights to use the Materials in accordance with clause 4.3.14 of the Offer.
11. Responsibility and Limitation of Liability
11.1. For breach of the Agreement the Parties shall be held liable as established by the Agreement and/or by the applicable law of the Russian Federation.
11.2. Under no circumstances Yandex shall be held liable under Agreement for: a) any indirect damages and or loss of profits by the Customer and/or third parties regardless of whether was Yandex able to foresee possibility of such damages or not; b) the use/inability to use by the Customer and/or any third-party of any tools and/or methods of transmission/receipt the Materials and/or information.
11.3. The aggregate amount of liability of Yandex under the Agreement, including the size of penalties (fines, penalties) and/or recoverable damages for any claim or claims in respect of the Agreement or its execution, is limited to 10% of the cost of Services under this Agreement.
11.4. Parties are not responsible for the partial or total failure to perform obligations under this Agreement, if this failure was due to force majeure, which arose after the conclusion of the Agreement, or if the failure by the Parties under the Agreement was the result of extraordinary events, which the Parties could not foresee or prevented by reasonable measures.
11.5. The Customer is fully responsible for a) compliance with all legal requirements, including the law on advertising, intellectual property, competition, but not limited to, the content and form of materials and materials for which Customer establishes a Link from the Materials, use of the site (domain name of site), to which the Link leads, other actions undertaken by him as an advertiser and/or the advertisement producer, and b) the reliability of the information specified during registration as a user on Yandex, the reliability of the information specified in the Materials.
11.6. The Customer is fully responsible for the compliance of the Goods, information about which is contained in the Materials provided by the Customer, with all the requirements of the legislation of the Russian Federation and/or legislation of the state where the said goods are sold and/or legislation of the state the said goods are delivered to. The Customer is fully responsible for the fact that the Goods are not falsified and / or counterfeit.
11.7. Taking into account the conditions of the paragraph 11.5, 11.6 of the Offer, the Customer shall by its own efforts and at its own expense settle disputes and settle claims of third parties in respect of the Materials in connection with their placement under the Agreement and / or in respect of the Goods, information about which is contained in the Materials provided by the Customer, or to pay damages (including judicial costs) incurred by Yandex in connection with claims and lawsuits, the basis of which presentation was the placement of the Customer's Materials under this Agreement. In the event that content, form and / or placement of the Materials of the Customer under the Agreement and / or Goods, information about which is contained in the Materials provided by the Customer, were the basis for presentation to Yandex requirements for payment of penalties by government agencies, the Customer shall promptly upon request of Yandex provide all information requested concerning the placement and content of Materials, contribute to Yandex in the settlement of orders, and also to compensate for all losses (including costs of fines), caused to Yandex as a result of administrative orders against Yandex as a result of placement of the Customer's Materials.
11.8. In case of violation by the Customer of provisions of the Agreement Yandex has the right to suspend the provision of Services until elimination of violations by the Customer and indemnification (compensation) of losses incurred by Yandex at such breach and/or terminate the Agreement. Upon termination of the Agreement at the specified reason Yandex has the right to recover from the Customer the amounts of retaining penalties and damages, presented in accordance with the Agreement.
11.10. Taking into account clause 10.4 of this Offer, the Customer shall resolve disputes and settle claims of third parties concerning the Materials, for which the Customer has granted Yandex the right to use in accordance with clause 4.3.14 of this Offer, at its own expense.
In case if the use of Yandex Materials within the scope of the rights provided in accordance with clause 4.3.14 of this Offer was the basis for filing claims, instructions, claims against Yandex, the Customer shall also undertake to make all necessary efforts to assist Yandex in settlement of any claims and/or lawsuits, and/or performance of instructions of the authorized authorities, including. The Customer shall immediately, upon request of Yandex, provide it with all requested information concerning the disputed Materials and rights to them. Upon request of Yandex, the Customer shall reimburse all losses incurred by Yandex in connection with such claims, suits, instructions, including losses in the form of fines imposed by the authorized state bodies for violation of applicable law, including advertising, in the field of intellectual property.
12.1. The Agreement, its conclusion and execution shall be governed by the laws of the Russian Federation. All issues not covered or covered incompletely shall be governed by the substantive laws of the Russian Federation. If the disputes between the Customer and Yandex regarding the Agreement are not resolved through negotiations between the Parties, they are subject to review in the procedure permitted by the applicable law in the Arbitration Court of Moscow.
12.2. The Parties agreed that the provisions of confidentiality of registration data (including personal data) specified by Customer during registration at Yandex and / or at the conclusion of the Agreement does not apply to the use of such data by Yandex for the purposes of billing of invoices, VAT invoices and Act on the services rendered formation to the Customer, and in case of transfer such data to third parties for the purposes of provision of Services. The data (including personal) and details presented by the Customer shall be specified in the mentioned documents.
12.3. Any notifications under the Agreement may be sent by one Party to another Party: 1) by e-mail a) at Customer's e-mail address specified during registration on Yandex, from Yandex e-mail address specified in paragraph 13 of the Offer, if the recipient is the Customer, and b) to the email address of Yandex, specified in paragraph 13 of the Offer, from the email address of the Customer, specified during registration on Yandex; 2) by fax; 3) by mail with return receipt or courier service with confirmation of delivery.
12.3.1. The Parties agree that any Acts, bills and invoices to be delivered by Yandex to the Customer may be sent in the form of an electronic document signed by an enhanced encrypted and certified digital signature as required by Federal Law No. 63-FZ On Electronic Signature, dated 06 April 2011, provided that any other documents in such format may only be sent in the afore-mentioned order subject to prior notice to be given by Yandex to the Customer by any of the following means: e-mail; fax; courier delivery; post; or an electronic document signed by an enhanced encrypted and certified digital signature as required by Federal Law No. 63-FZ On Electronic Signature, dated 06 April 2011, to be delivered by Yandex to the Customer.
The Parties hereby acknowledge and represent that only enhanced encrypted and certified digital signature may be used for the purposes of electronic documents exchange in the above cases, and further represent that their electronic document management practices will fully comply with Federal Law No. 63-FZ On Electronic Signature, dated 06 April 2011, and other applicable legislation.
Yandex may only use the above method to send Acts, bills and invoices subject to the following conditions having been fulfilled by the Customer:
- the Customer having subscribed to an electronic document management operator services; and
- the Customer having signed an electronic document management agreement with Yandex using its user account with the electronic document management operator's system.
Yandex and the Customer acknowledge that the term 'Seller' in the electronic document management system shall be equal to 'Yandex' or 'Contractor', and the term 'Buyer' shall be equal to 'Advertiser' or 'Customer'.
12.4. If one or more provisions hereof shall for any reason appear invalid, void, such invalidity shall not affect the validity of any other provision of the Offer (Agreement), which remain in force.
12.5. Without prejudice to the terms of the Offer, the Customer and Yandex may at any time execute the Agreement for rendering of Services in the form of a written bilateral document.
13. Details of Yandex
Name: LLC «Yandex.Market»
Registered address: floor 9, office 9.03, Novinskii Boulevard, 8, Moscow, 121099, Russia
Address for notifications: floor 9, office 9.03, Novinskii Boulevard, 8, Moscow, 121099, Russia
Tel.: +7 (495) 739-7000
Fax: +7 (495) 739-7070
the customer support service https://feedback.yandex.ru/partnermarket
Yandex.Market LLC TIN 7704357909 CRR 997750001
c/a 30101810400000000225 BIC 044525225
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