RULES FOR RENDERING OF ADVERTISING SERVICES FOR ADVERTISING AGENCIES 1. Terms and Definitions
shall mean these rules, regulating the procedure for rendering of advertising services and being an integral part of the Contract. The current version is available at https://target.my.com/adv/rules-juridical-agency
shall mean My.Com B.V., registered office located at Barbara Strozzilaan 201, 1083 HN, Amsterdam, the Netherlands
shall mean the person who have entered into the Contract with the Company for its own Advertising materials and/or the Advertising materials of the third parties placement through the Company's System.
shall mean the Company and the Advertiser.
shall mean the Company's proposal to enter into an advertising services contract between the Company and the Advertiser on the terms set out in the Offer available at https://target.my.com/adv/offer-juridical-agency
shall mean the contract under the terms and conditions of the Offer concluded between the Parties at the time of the Advertiser's acceptance of the Offer.
6. Information Space
shall mean websites, mobile sites and mobile applications, software and other resources.
7. Information Space of the Company
shall mean the Information Space, the rights to administering of which and/or the rights to the Advertising materials placement in which belong to the Company (including the Information Space of the Partners with which the Company concluded the relevant agreements for the Advertising materials placement).
8. Placement Services
shall mean the advertising services of the Company rendered to the Advertiser via the Company's System. The types, content and procedure of the services cost generation shall be specified in the Internet at: https://target.my.com/adv/doc/
and in the Member Area.
8.1. Additional Services
shall mean the services rendered to the Advertiser through the Company's System with regard to the advertising placement. Such services include in particular: а) submission to the Advertiser non-personalized information to form the audience of advertising; b) submission to the Advertiser data and analysis of user behavior with regard to the Advertising placed by the Advertiser through the Company's System.
9. Company's System (myTarget)
shall mean the hardware and software complex which provides the Advertiser with an opportunity to independently place, control and access the Statistics Data in respect of the placed Advertising materials.
shall mean the personal account of the Advertiser in the Company's System. The Account shall be accessed through the Member Area.
11. Member Area
shall mean the private area of the Company's System which allows moving within the framework of the informational space allocated thereto by the Company's System for the purpose of order, independent placement and control over the Advertising materials placement, as well as familiarization with the Statistics Data and performing other actions provided by functionality of the Company's System. To log in the Member Area, the unique login and password stated by the Advertiser when passing through registration in the Company's System shall be used.
12. Statistics Data
shall mean the data on the Advertising materials, the cost of the Placement Services and Additional Services in the Reporting Period and other data unilaterally established by the Company generated by the Company upon the results of automated check, and available for the Advertiser in the Member Area for familiarization.
13. Personal Account
of the Advertiser shall mean the register entry made by the Advertiser in the Company's System and containing information on mutual settlements and other data unilaterally established by the Company.
14. Reporting Period
shall mean one (1) calendar month of the year. In this regard the first Reporting Period shall last from the moment of signing hereof till expiration of the first full calendar month. If this Contract has been terminated on any grounds the last Reporting Period shall be from the end of termination of the last full calendar month till the moment of the Contract termination.
15. Active Link
shall mean the text or graphic indicator contained in the Advertising materials of the Advertiser allowing shifting to the informational resource of the Advertiser/the third parties by Click. Active link may be deemed any other way to shift to the informational resource of the Advertiser/third party via the Advertising materials placed in the Information Space of the Company.
shall mean each case when the Internet user shifts from the Information Space of the Company to the informational resource of the Advertiser/third party from the Company's Information Space by clicking on the Active Link.
shall mean placement and displaying of the Advertising materials of the Advertiser in the Information Space of the Company
shall mean the action performed by the User and accounted by the Advertiser as the fact of services rendering by the Company.
shall mean a legal entity or individual entrepreneur having concluded a contract with the Advertiser for placement of the Advertising materials in the Information Space of the Company.
20. Placement Location
shall mean the location of the Information Space of the Company allocated for the purpose of placement of the Advertising materials provided by the Advertiser. The Placement Location shall be determined pursuant to the Auction conditions.
shall mean the system which using certain algorithms in automated mode determines the conditions of the Advertising materials placement, including the location, time, cost and other conditions of the Advertising materials placement.
22. API ("Application Program Interface")
shall mean application program interface, namely the set of ready-made functions, structures and constants of the Company's System. The Company's System and the Advertiser System shall interact using API. The systems interaction allows the Advertiser via the Advertiser's System to place the Advertising materials in the Company's System, to change the Advertising materials placement, to familiarize itself with the Statistics Data, Advertiser's Personal Account, as well as to perform other actions available when using API.
23. Advertiser's System
shall mean the hardware software complex of the Advertiser developed for the Advertising materials placement.
shall mean any party who have entered into a contract with the Company for the Advertising materials placement within its Information Space ("Partner's Information Space").
shall mean any party who have entered into a contract with Mail.Ru LLC for the services on the attraction of Internet users to websites www.mail.ru
by giving such users access to the Developer's software via the interface of websites www.mail.ru
shall mean legal entities or individual entrepreneurs being the owners of services interacting with the Company's System that enables rendering Additional Services to Advertisers when advertising is placed by these entities. Providers are persons with whom the Company has entered into relevant agreements permitting to render Additional Services to Advertisers. In case of using in these Rules content of the terms not interpreted in section 1 and/or in the text of the Contract, such terms shall be interpreted based on the sense of the Rules text. In case of impossibility of clear interpretation, one should follow the terms interpretation with regard to the following priorities: firstly — the laws of England and Wales and international law standards, secondarily — the common practice of the terms using in the Internet. 2. Terms and Conditions of the Services Rendering
2.1. Obligatory condition of rendering of the placement Services in the Information Space of the Company/provision of opportunity to review the Statistics Data shall be registration of the Advertiser, creation of the Account (filling in of the identification form established by the Company) by clicking "Sign up" posted on the Internet at: https://target.my.com/
. By clicking the specified link, the Advertiser shall confirm the authenticity of the information input and its consent with the terms and conditions of the placement Services.
2.2. Each next referring of the Advertiser to the Company's System (shift to the Member Area) shall be performed via authorization of the Advertiser by inputting of the unique login and password stated by the Advertiser while passing through registration procedure in the Company's System.
2.3. Preliminary procedure for coordination of the terms and conditions of the Advertising materials placement: (a) selection by the Advertiser of the parameters of the Advertising materials placement offered by the Company's System; (b) check by the Company's System of the Advertising materials for compliance thereof with the Company's technical requirements, current laws of the Russian Federation and any other applicable laws, as well as verification of the set parameters of the Advertising materials placement.
2.3.1. The Advertising materials shall be placed in accordance with the terms and conditions of the Auction and provided that the Advertiser fulfils the obligation of payment for the Placement Services in the manner provided for the Contract and these Rules.
2.4. The Advertiser shall admit that within the framework of the Contract, the Information Space of the Company shall be just the location to display the Advertising materials, and the Company's System shall be the facility (tool) for independent placement thereof.
2.5. The Company shall be entitled at any time, including prior to the placement to check the compliance of the Advertising materials with the requirements of the Contract and these Rules,and any other applicable laws and regulation, as well as other requirements unilaterally established by the Company. In case of revelation of violation of the above mentioned requirements by the Advertiser, the Company shall be entitled to reject the placement and/or terminate the Advertising materials placement without any compensation for the Advertiser's losses at notice or without thereof.
2.6. The Advertising materials provided by the Advertiser and content of the Internet Space of the Advertiser and/or the Customer to which the Active Link refers shall not (a) breach the terms and conditions of the Contract, these Rules and any applicable laws or regulations including but not limited to the laws of the Russian Federation and the laws of the country for which Display of the Advertising materials provided by the Advertiser is planned, (b) contradict the Company's internal policy, business interests, as well as the goals achieving of which the Company's efforts are focused on.
2.7. The Parties shall admit that in case of a dispute in respect of proper rendering of the Placement Services, sufficient proof of the scope, cost of the Placement Services rendered and actual rendering of the Placement Services shall be the Statistics Data generated by the Company's System.
2.8. The Company shall provide the Advertiser with the following ways of the Advertising materials placement and advertising campaigns management: (a) by using Member Area; (b) by using API.
2.9. The Parties shall agree that API is a way of interaction of the Company's System and the Advertiser's System which shall not exclude the common procedure of registration in the Company's System described in clause 2.1 hereof. Procedure for submission of API is available at: https://target.my.com/adv/api-marketing/access/
2.10. The Advertiser shall agree that the Partner in the Information Space of which the Advertising materials provided by the Advertiser are placed/have been placed may receive the information, including on Display, Clicks and paid amounts specifying the Advertiser as purchaser of the services for placement of the advertising materials in the Partner's Information Space.
2.11. Advertiser agrees that the Provider, services whereof were used to provide Additional Services in the process of placement of advertising may obtain information including about impressions, clicks, and amounts paid, with an indication of the Advertiser as a purchaser of Placement Services and Additional Services in the volume required to provide the Provider with statistics in order to determine the cost of Additional Services. 3. Cost and Procedure for the Services Rendering
3.1. The Placement Services cost shall be determined by the Company's System using the Auction depending on: - placement location, time, volume of the advertising materials; - other placement parameters established in the Company's System for the purpose of determination of the Placement Services cost. The placement parameters shall be regularly determined by the Company at its own discretion. The Advertiser shall agree with the ways of pricing determined by the Auction whereof the terms and conditions are described in the Internet at: https://target.my.com/adv/doc
3.1.1. The cost of Additional Services provided to the Advertiser in connection with the placement of advertising through the Company's System is conditioned on the type of services provided, contractual terms of the Company and the Provider, services whereof were used for the provision of Additional Services and other conditions. Accurate information on the cost of Additional Services or the manner of its determination may be found by the Advertiser in the Personal Account.
3.2. The Advertiser shall independently issue an invoice using the Company's System in the Member Area and undertake to pay for the invoice within three (3) banking days from the date of issue of the same, unless other terms and conditions provided for in the relevant Contract. The Company Services shall be paid for by money transfer to the settlement account of the Company.
3.3. The Advertiser agrees that all the risks of losses when paying for the Company Services shall be the risks of the Advertiser.
3.4. The Advertiser's duties of payment for the Placement Services and the Additional Services shall be deemed performed from the moment of depositing of the money to the settlement account of the Company. A copy of a document with the bank mark proving the money transfer may be a confirmation of payment for the Company Services, at discretion of the Company. Besides, the Company shall be entitled to request for the original document proving the fact of payment.
3.5. The Advertiser shall agree that in case at the date of the Parties' obligations termination or the Contract termination the amount of the Advertiser's advance payment for the Placement Services and the Additional Services exceeds the amount of actually rendered Placement Services, the difference between the specified amounts shall be recognized as the Advertiser's advance payment for other services rendered by the Company under other (including future) contracts, except for the cases of written consent of the obligations termination or termination of the Contract concluded under different terms and conditions . 4. Rights, obligations and guarantees of the Advertiser
4.1. The Advertiser shall be entitled:
4.1.1. To familiarize itself with the Statistics Data and control the advertising materials placement.
4.1.2. At its own discretion, with the consent of the Company, to change the terms and conditions of the advertising materials placement within the framework of the Company's System. In case of making changes in the terms and conditions of advertising materials placement, as well as suspension (termination) of placement, the Advertiser shall agree that the new terms and conditions of placement/moment of suspension (termination) shall become effective/take effect not earlier than in 60 minutes after making such changes/suspension (termination) of placement.
4.1.3. To refuse the placement or suspend the materials placement subject to duly notification and compensation the Company for the losses incurred, as well as to fulfilment of other obligations provided for by the Contract and these Rules.
4.1.4. The Advertiser shall be entitled to use the special mark of the certified advertising agency provided by the Company, refer to the Company in its materials. To use the materials provided by the Company. Attend the trainings for the Company's System studying organized by the Company for the certified advertising agencie.
4.2. The Advertiser shall:
4.2.1. Submit to the Company all the necessary, full and authentic information for rendering of the Placement Services.
4.2.2. To observe the requirements of the Contract, these Rules and other requirements of the Company unilaterally established by the latter.
4.2.3. To pay for the Placement Services and the Additional Services in the amount and in the manner established by the Contract and these Rules.
4.2.4. Not to place the advertising materials violating the Contract and clause 2.6 hereof.
4.2.5. Not to place the advertising materials of the Developers.
4.2.6. To have all the necessary licenses, permits and certificates and submit the duly certified copies thereof to the Company if the advertising object is subject to obligatory certification or licensing.
4.2.7. To use the Company's System only for the purpose of the Advertising materials placement and exercising of other rights and duties provided to the Advertiser in accordance with the Contract and these Rules.
4.2.8. To compensate the Company and the Partner for the losses, including any court costs and recovered amounts in full, in case of payment thereof by the Company or the Partner in favour of the third parties, as a result of violation by the Advertiser of the terms and conditions of the Contract, these Rules and other rules established by the Company.
4.2.9. If applicable (in case of targeting on the territory of Russian Federation):if the object of advertising is informational products referred by Federal Law On Protecting Children from Information Harmful to Their Health to the informational products subject to be obligatory marked as informational products, the Advertiser shall provide the Company with the advertising materials containing the informational product mark, in accordance with the category provided for by the specified law. In case of failure to fulfil or improper fulfilment by the Advertiser of the requirement specified in this clause, if this caused bringing of the Company to administrative liability and imposition of the administrative penalty on the Company by a competent authority, the Advertiser shall compensate the Company for the losses related therewith in full, including compensation for the fines paid by the Company, possible court costs.
4.2.10. If applicable (within targeting on the territory of Russian Federation): according to article 2 of Federal Law No. 436-FZ On Protection of Children from Information Harmful to Their Health and Development dated December 29, 2010 and article 5 of Federal Law No. 38-FZ On Advertising dated March 13, 2006 advertising of the following information products shall require application of the information product mark:
1) products of the mass media (television/radio programs and broadcasts);
2) printed products (books, magazines, separate articles, newspapers, booklets, etc.);
3) audiovisual materials on all types of carriers (music, videofilms, games, etc.);
4) computer software (software for electronic computing machines) and databases;
5) information distributed through theatre and show, cultural and educational, show and entertainment events (theatre shows, street performances, concerts, exhibitions, sport events, festivals, etc.);
At the stage of forming of the advertising campaign containing the stated information the Advertiser shall select (in the Company's System settings) and state the information product mark according to the requirements of Federal Law No. 436-FZ On Protection of Children from Information Harmful to Their Health and Development dated December 29, 2010. 4.2.11. Timely inform its Customers on all changes in the terms and conditions of the Placement Services rendering by the Company.
4.2.12. Upon the first addressing to the Company sent by e-mail, the Advertiser shall send not less than two (2) certified specialists of the Advertiser to the additional trainings for Company's System studying. The terms and manner of the additional trainings shall be additionally agreed by the Parties.
4.3. The Advertiser shall guarantee:
4.3.1. The Advertiser has not less than two Customers to render the services of advertising materials placement using Company's System.
4.3.2. The Advertiser has not less than two certified (or ready to be certified) employees specializing in operation of Company's System. The certified specialist shall mean the Advertiser's employee who attended the Company's trainings for studying Company's System and masters all the required technologies, skills and methods of work with Company's System. The terms and manner of such trainings shall be additionally agreed by the Parties.
4.3.3. In case of getting the Company's discount or bonus for the Services Rendering, the Advertiser shall not be entitled to transfer the received discount or bonus to the third parties. In case of failure to perform this clause (obtaining by the Company of the information on the failure), the Company shall be entitled to terminate the Contract with the Advertiser by sending of a notice by e-mail followed by sending of an original not later than in ten (10) calendar days prior to termination of the Contract.
4.4. The Service provides the Advertiser the functionality to target advertising materials by using the user data collected by the Advertiser. In this case, the Advertiser acts as a controller. The Advertiser shall provide the Company with the users consent for processing their data in the specified purposes. The Advertiser agrees to indemnify any losses of the Company caused by the violation of the conditions for processing user data by the Advertiser. In operating the System, the Company processes data as a controller (as such terms are defined in the GDPR). Company publishes its privacy practices at: https://legal.my.com/us/mytarget/privacy/
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 – 4.2.12 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.
Document modification date: 24.05.2018