TERMS AND CONDITIONS OF SERVICES RENDERING BY PROVIDERS OWNING THE TECHNOLOGICAL PLATFORMS
1. TERMS AND DEFINITIONS
1.1. Terms and Conditions shall stand this document located at https://target.my.com/adv/doc/dmp, making an integral part of the Contract.
1.2. Offer shall stand the proposal of the Company to conclude the Service Contract by and between the Company and the Provider on the terms and conditions specified in the Offer located at https://target.my.com/adv/doc/offer_dmp.
1.3. Contract shall stand for the contract concluded in accordance with the Offer and these Terms and Conditions by and between the Parties at the moment of the Offer acceptance by the Provider.
1.4. Company shall stand for Mail.Ru LLC (OGRN (Primary State Registration Number) 1027739850962), 39 Leningradskiy prospekt, bldg. 79, Moscow, Russian Federation, 125167.
1.4. Provider shall stand for the legal entity or the individual entrepreneur having concluded the Contract by the Offer acceptance.
1.5. Parties shall stand for the Company and the Provider.
1.6. myTarget System (Company System) shall stand for the system of advertisement management constituting the complex of the software and hardware intended, without limitation, for providing of the option to place and manage placement of the Advertising Materials. myTarget System shall provide accounting of fulfilment by the Parties of the mutual obligations under the Contract and contain all the information necessary for the Parties' interaction, including Statistics.
1.7. Account shall stand for the Provider's account in myTarget System being the tool for submission of the information of the Parties' mutual liabilities and allowing the Provider getting access to the Statistics data in real time. The Account shall be accessed by the Provider through the user interface of myTarget System by input of the login and password independently defined by the Provider upon registration.
1.8. Placement Services shall stand for the advertising services of the Company rendered to the Advertiser through the Company System.
1.9. Advertiser shall stand for the person having concluded a contract for advertising materials placement by the Company System with the Company, having passed the procedure of registration in the Company System and having got access to the Personal Account in order to independently place own advertising materials.
1.10. Advertising Materials shall stand for the advertising and information materials in the format of text block, text and graphic block or the graphic banner, static (with steady image), animated or video materials containing the advertising information and hyperlink, submitted by the Advertiser through myTarget System for placement using the Provider's data on the Partners' Platforms.
1.11. User shall stand for any person being the visitor of the websites, mobile sites and mobile applications.
1.12. Services shall stand for the range of technical services in additional audience-related setting of the Advertising Materials placement by submission of the Provider's Data rendered by the Company Provider through myTarget System.
1.13. Provider's Data shall stand for the anonymized data of the Internet Users' interests which may be grouped into profiles, Segments and / or Data Base(s) of the Provider the access to which is provided to the Company by the Provider in accordance with the procedure established in this Contract.
1.14. Server shall stand for the server used by the Provider for rendering of the Services, allowing the Provider's Data uploading, including without limitation the Data Base(s) in full and / or separate Segments, in accordance with the procedure and in the format provided for by this Contract.
1.15. Advertiser shall stand for the person having concluded the Contract with the Company for placement of Advertising Materials through myTarget System.
1.16. Statistics shall stand for the data of the volumes, parameters, amount of the Provider's fee, as well as other data generated by myTarget System in respect of the Provider's Services.
1.17. Reporting period — one (1) month. Besides, the first Reporting Period shall be equal to the period of time from the moment of signing of this Contract to expiry of the first full calendar month. In case of termination of this Contract on any grounds, the last Reporting Period shall be equal to the period from the end date of the last full calendar month till the Contract termination date.
Other terms not defined in this section shall be interpreted in accordance with the good business practices, as well as in accordance with the applicable laws of the RF (Russian Federation).
2. TERMS AND CONDITIONS OF SERVICES RENDERING
2.1. The Provider shall be entitled to start the Services rendering only after taking of the following actions:
2.1.1. registration of the Provider in myTarget System, in this case the Provider shall be assigned the unique ID;
2.1.2. submission by the Provider of the authentic and legally valid data, including its full details, in the form available in the Account; besides, the Company shall be entitled to inquire, and the Provider shall undertake to submit the documents confirming authenticity of the Provider's data specified in the Account, including the data submitted thereby upon registration;
2.1.3. confirmation by the Company of the beginning of the Provider's Services rendering through myTarget System or by e-mail.
2.2. Terms and conditions of the Services rendering shall be determined by the Company through myTarget System in real time using the software and hardware of myTarget System. Besides, the Parties specifically agreed upon the fact that the interaction determined in this clause shall be equated by the Parties to that executed in writing, and the results of such interaction shall be subject to posting in the Account.
2.3. The Company shall provide the Provider with access to the Account for the purpose of control over the Services rendering and studying the Statistics.
2.4. The Provider shall undertake to:
2.4.1. Upload the Provider's Data through myTarget System to the Server not later than in one full day after the date of creation (modification, updating) and take commercially reasoned efforts to provide safety upon uploading of the Provider's Data to the Server, not providing the third parties with access to the Server, or not allowing disclosure of the Provider's Data to the third parties. Unless otherwise additionally agreed upon by the Parties, the provisions of this clause shall not restrict the Provider in the similar Services rendering (including providing of access to the identical Provider's Data) to the third parties.
2.4.2. Provide completeness, authenticity and relevance of the Provider's Data, as well as their functional eligibility for using by the Company in accordance with the procedure provided for by this Contract. Upon the substantiated inquiry of the Company and within the terms agreed upon by the Parties the Provider shall undertake to remove errors and / or defects of the Provider's Data within the reasonable term.
2.4.3. When generating the Provider's Data, obtain from the Users all and any required and provided for by the applicable laws consents and permits to using of the anonymized data on the Internet Users' interests, as well as to use of such data as a part of the Provider's Data for the Services rendering to the Company.
2.4.4. Not include any data, information and / or materials infringing the rights of the Users and / or third parties, or containing the malware and / or spyware codes. The Provider shall agree to bear full responsibility for compliance with the requirements of the applicable laws and the rights of the third parties (including without limitation the laws on personal data, intellectual property), releasing the Company, its sub-contractors, employees, partners and / or counterparties from any claims of the third parties (including Users, Advertisers and authorized state bodies) in respect of the Provider's Data.
2.4.5. Provide the necessary and sufficient technical support in the issues related to using by the Company and / or Advertisers of the Provider's Data, by consulting of the Company by e-mail, using address email@example.com in working days within the period from 10:00 to 19:00 Moscow time.
2.5. The Company shall be entitled to:
2.5.1. Receive the Fee from the Company for the Services rendered;
2.5.2. Access the Account in myTarget System using login and password.
2.6. The Company shall undertake to:
2.6.1. Provide the Provider with access to the Company System through the Account;
2.6.2. Provide the Provider with access to the Statistics Data by posting of such information in the Provider's Account;
2.6.3. Timely pay for the Services under the Contract in accordance with the terms and conditions of this Contract.
2.7. The Company shall be entitled to:
2.7.1. Suspend / terminate obligations fulfilment under the Contract, or in full or in part refuse of acceptance of the Services improperly rendered, in case the Provider breaches the guarantees and obligations under this Contract;
2.7.2. Make amendments to the algorithm of the Company System functioning, at its own discretion, at any time;
2.7.3. Involve the third parties for its obligations fulfilment under this Contract.
2.7.4. Group, analyze, modify, transform, receive and transfer, combine the Provider's Data with other data owned by the Company and / or the third parties, as well as take other actions in respect of the Provider's Data, not prohibited by this Contract and the laws of the RF.
3. REPRESENTATIONS AND WARRANTIES; DISCLAIMER OF WARRANTIES
3.1. Mutual Representations and Warranties Each Party represents and warrants to the other Party that: (a) it owns all the rights and authorities for conclusion and performance of this Contract, (b) conclusion of the Contract by such Party and fulfilment thereby of its obligations and duties thereunder does not breach and shall not breach any other agreements it is a Party to, and (c) it will comply with all the requirements of the applicable laws, when fulfilling the respective obligations and exercising of the respective rights under the Contract.
3.2. Additional Warranties of the Provider The Provider warrants that: (a) it owns all the rights, permits and authorities to transfer the Provider's Data to the Company for further suing of such data for the purpose of additional audience-related setting of placement of the Advertising Materials through the Company System, and (b) it will not intentionally include and will take all possible efforts to prevent from inclusion of any information using of which is prohibited by the laws in the Provider's Data, (c) it receives all the required and provided by the applicable laws consents and permits to use the anonymized data on the Internet User's interests, as well as to use such data as a part of the Provider's Data for the purpose of the Services rendering to the Company.
3.3. Disclaimer of Warranties MYTARGET SYSTEM AND THE WHOLE CONTENT AVAILABLE BY THE SYSTEM (INCLUDING, WITHOUT LIMITATION, THE ADVERTISING MATERIALS) ARE PROVIDED ON CONDITIONS "AS IS" AND "AS AVAILABLE". THE COMPANY DOES NOT WARRANT THAT MYTARGET SYSTEM WILL ALWAYS BE ACCESSIBLE, OPERATE UNINTERRUPTEDLY OR RUN FAULTLESSLY.
3.4. The Provider shall bear full liability for safety of the login and password for access to myTarget System and for the losses which may arise as a result of the unauthorized using of its password and / or access channel.
3.5. The Provider shall undertake to provide the User with all and any necessary information on installation of cookie files and using by the Company of the Provider's Data obtained using the cookie files and guarantee obtaining of the Users' consents to use such cookie files and using by the Company of the data obtained using them.
The Provider as well warrants that placement and using of the cookie files for the purpose described in this document shall not violate the laws applicable to its relations with the Users, or the Provider has taken all the necessary measures required pursuant to the laws, allowing installation of cookie files and using of the data obtained through them.
4.1. Liability of the Provider The Provider shall undertake to compensate the Company for the actual loss, including the court expenses and costs resulted from: (a) submission of the incorrect Provider's Data to the Company, (b) carrying out by the Provider of the prohibited activity, (c) breach by the Provider or any representation and / or warranty under the Contract.
4.2. Company Liability The Company shall undertake to compensate the Provider for the actual loss, including the court expenses and costs resulted from breach by the Company of representations and / or warranties under the Contract.
4.3. Force Majeure None of the Parties shall be liable for failure to fulfil or delay in fulfilment of its obligations due to the circumstances beyond its reasonable control, including, without limitation, the natural disasters, terrorist acts, military actions, strikes, government acts, fires, floods, earthquakes, failures in electric power supply, failures of network connections, telecommunication connections, failures in the work of mobile operators or Internet Providers (including, without limitation, the network attacks).
5.1. None 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.
5.2. None of the Parties shall be entitled to use the information and the documents of confidential nature under the Contract and these Terms and Conditions, independently or for personal purposes or for the purpose of deriving profit beyond the Contract performance.
5.3. For the purpose of the Contract and these Terms and Conditions, 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 Terms and Conditions 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.
5.4. Each 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 Terms and Conditions and shall be liable for observance of confidentiality thereby in respect of the received information.
5.5. The Provider shall be entitled to make a statement, including a public one, on the fact that the specified Parties have concluded the Contract, only upon receipt of the Company's written consent 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.
5.6. The Statistics shall be the Confidential Information.
6.1. In case of change of details or the data specified by the Provider in the Account, the Provider shall undertake to notify the other Party thereof within three (3) business days. All the risks related to the untimely notification shall be incurred by the Provider.
6.2. In case the Provider status as the VAT payer changes, which as of the moment of the Contract conclusion, has been released from VAT payment due to application of the simplified tax system, the Provider shall undertake to immediately inform the Company thereof. Liability to the Company for authenticity of the information related to the Provider's status as the VAT payer or non-payer shall be incurred by the Provider.
6.3. Current version of these Terms and Conditions is located at https://target.my.com/adv/doc/dmp.
document modification date: 06.08.2019