5. Rights and Obligations of the Company
5.1. The Company shall be entitled:
5.1.1. To render the Placement Services and the Additional Services to the Advertiser in accordance with the terms and conditions of the Contract, these Rules and other requirements established by the Company.
5.1.2. In case of claims of the state authorities on violation of the applicable laws or international laws standards, to transfer them the information on the Advertiser and the advertising materials placed thereby.
5.1.3. To reject or suspend/terminate the advertising materials placement in case of revelation that the Advertising materials subject to placement/placed materials violate clause 2.6 hereof.
5.1.4. To reject the advertising materials placement of the Advertiser without assigning any reasons.
5.1.5. To unilaterally reject placement of the advertising materials of the Advertiser and/or suspend the advertising materials placement in case of the Advertiser's arrear with payments for the previous placement.
5.1.6. To make changes in the Company's System options, in particular, in the list of available Information Spaces of the Company, certain locations of the advertising materials placement and other placement terms and conditions.
5.1.7. In case of violation by the Advertiser of the terms and conditions of the Contract and/or these Rules, to claim for compensation for the incurred losses in full.
5.1.8. To demand the Advertiser to compensate for the incurred losses, in case of payment thereof to the third parties as a result of violation by the Advertiser of the terms and conditions of the Contract and/or these Rules.
5.1.9. To unilaterally establish any restrictions for the scope of the rendered Placement Services.
5.1.10. To provide the Partners in the Information Space of which the Advertiser's advertising materials are/have been placed, with the data on the latter, if the Partner has received claims from any third parties, as well as instructions, warnings and other instruments of control bodies in respect of the content and/or placement of the Advertiser's advertising materials.
5.1.11. Place at the website of the Company the information on the Advertiser and the Customers, including the logo of the Advertiser provided by it, refer to the Advertiser and its Customers in the studies, mass media, as well as send to the Advertiser the marketing materials, promotional items. Besides, the Advertiser shall guarantee that it has required scope of rights and permits to use such information.
5.1.12. Disable the Personal Account of the Advertiser by reason of inactivity of the Advertiser within 2 (two) years from the date of the last activity in order to ensure the security of the Company's System. Personal account can be unblocked by contacting the Advertiser with the relevant requirement.
5.2. The Company shall:
5.2.1. In case of necessity to conduct unscheduled works on equipment and/or software caused by breakdown in the operation of equipment, software and other reasons, the Company shall be entitled to suspend rendering of the Placement Services for the time of the unscheduled works. Upon completion of the unscheduled works the Company shall continue proper rendering of the Placement Services, in accordance with the terms and conditions of the Contract and these Rules.
5.2.2. In case of revelation of the Advertising materials contradicting the terms and conditions of clause 2.6 hereof, to reject the placement and/or terminate the Advertising materials placement without compensation for the losses inflicted on the Advertiser.
5.2.3. To compensate the Advertiser for the incurred losses caused by the Company's violation of the Contract and/or these Rules.
5.2.4. To ensure confidentiality of the information obtained from the Advertiser. 6. Liabilities of the Parties
6.1. The Company shall not be liable for failure to fulfil or improper fulfilment of the Contract and these Rules caused by breakdown of telecommunication and energy networks, effect of malicious software, as well as frauds of the third parties expressed in the actions focused on unauthorized access and/or crippling of the Company's System.
6.2. The Advertiser shall unilaterally be liable for the content and authenticity of the information specified in the Advertising material, the advertised goods, works or services, content of the websites or web pages to which there are links in the Advertising material, for violation of the copyright and the associated rights, unauthorized using of the trademarks and other means of individualization.
6.3. The Advertiser shall confirm and be liable for validity and authenticity of the contact and other information contained in the Advertising materials.
6.4. In case of claims of the third parties received by the Company and/or the Partner and related to violation by the Advertiser of their rights and legal interests, as well as receipt of prescriptions, notes of warning and other acts of supervising authorities in respect of the Advertising materials placed by the Advertiser, the latter shall undertake to settle them by its own efforts and at its own expense without engaging of the Company and/or the Partner.
6.5. In case of involving of the Company and/or the Partner in the court proceeding due to the fault of the Advertiser, as well as imposition of fines on the Company and/or the Partner by the supervising authorities, the Advertiser shall compensate the Company and/or the Partner for the losses so incurred in full, including court costs.
6.6. The Company shall not be liable for the consequences of using by the Advertiser of the cost of a Click/Display/Action hereunder offered by the Company's System and selected by the Advertiser.
6.7. The Advertiser shall be liable for security of the assigned unique login and password for authorization in the Company's System and undertake to compensate for any losses related to using of its unique login and password by the persons not authorized to act on behalf of the Advertiser.
6.8. In case of causing of losses to the Company and/or the Partner due to the fault of the Advertiser, the latter shall undertake to compensate for the caused losses in full.
6.9. The Advertiser shall remain liable before the Company for the Advertising materials of the Customer to the extent provided for hereby, the Rules of the Company and the Contract.
6.10. In case of violation by the Advertiser of clauses 4.3.1. – 4.3.3 and clauses 4.2.11 – 4.2.13 of this Appendix, the Company shall be entitled to unilaterally terminate the Contract by sending a notice of termination, without compensation for any losses of the Advertiser. 7. Waiver of Guarantees
7.1. The Company's System, Information Space of the Company shall function on the principle "as is", that is without guarantees of quality and applicability for any obvious or expected goals. The Company shall not guarantee that the Company's System, Information Space of the Company will work continuously and without errors, besides, the Company shall take all possible measures to ensure operability of the Company's System and the Information Space of the Company. The Company shall not guarantee and shall not be liable for the location and time of the Advertising materials placement, performance of Clicks/Displays (or other Actions), as well as for the possible fact of failure to place the Advertising materials. 8. Confidentiality
8.1. Neither of the Parties shall be entitled, unless otherwise expressly provided by the Contract, to disclose or otherwise directly or indirectly disclose the information on any documents and information (including of legal, commercial, technical or organizational nature) at its disposal, received from any persons, or which becomes available in any way under the Contract or in the course of performance thereof.
8.2. Neither Party shall be entitled to use the information and the documents of confidential nature under the Contract and these Rules, independently or for personal purposes or for the purpose of deriving profit beyond the Contract performance.
8.3. For the purpose of the Contract and these Rules, the confidential information shall be understood as any scientific and technical, technological, commercial, organizational or other information which has actual or potential commercial value for the Parties to the Contract and the Rules due to its unavailability to the third parties which could get benefit of its disclosure or using, which does not have free access to on legal grounds, and in respect of which the protection measures adequate to its value are taken.
8.4. Either Party shall ensure observance of confidentiality by its employees, auditors, consultants, technical specialists and other persons engaged thereby due to conclusion and performance of the Contract and these Rules and shall be liable for observance of confidentiality thereby in respect of the received information.
8.5. The Advertiser shall be entitled to make a statement, including a public one, on the fact that the specified Parties have concluded the Contract, only after receipt of the written consent of the Company and without disclosure of its particular terms and conditions. Besides, the form and the content of such a statement shall be coordinated with the Company in writing.
8.6. The conditions stated in this section 8 shall not apply to cases stated in clauses 2.9, 5.1.10 of the Rules. 9. Miscellaneous
9.1. No Waiver. Failure or delay by the Company in exercising or enforcing any right or remedy it has under the Contract or at law shall not operate as a waiver of that or any other right or remedy, and shall not preclude or restrict any further exercise or enforcement by the Company of that or any other right or remedy.
9.2. Relationship of the Parties. The Parties are independent contractors, and nothing contained in the Contract shall be deemed or construed to create an agency, joint venture, partnership, fiduciary or other similar relationship between the parties. There are no intended third party beneficiaries under the Contract.
9.3. Force Majeure. Neither party will be liable for failure or delay in performing its obligations due to causes beyond its reasonable control, including without limitation acts of God, terrorism, war, riots, acts of government, fire, flood, earthquake, electrical outages, failure of network connections, failure of telecommunications, failure of mobile service providers, or Internet service provider disruptions (including without limitation denial of service attacks).
9.4. Interpretations. Headings and captions are for convenience only and are not to be used in the interpretation of the Agreement.
9.5 All addendums, appendixes and agreements to the Contract shall be an integral part of the Contract. Previous version