OFFER FOR PUBLISHERS Last modified: May 24, 2018
This document ("Offer
") is issued by My.Com B.V. (trade register number: 56701527) with its registered office at Barbara Strozzilaan 201, 1083 HN, Amsterdam, the Netherlands ("Company
"). It is an official proposal to enter into a services agreement between you or your company ("Publisher
") and the Company on the terms set out in this present Offer. Company and Publisher are hereafter referred to as "Parties
1. PROCEDURE FOR CONCLUSION OF THE AGREEMENT. ACCEPTANCE OF THE OFFER
1.1 The Agreement, under the conditions of the present Offer ("Agreement
"), is concluded between the Parties at the time of the Publisher's acceptance of all the conditions of the present Offer. Acceptance of the Offer with reservations is not allowed.
1.2. Unless otherwise agreed by the Parties the Publisher accepts the Offer by aggregate performance of the following conditions: (a) by ticking a checkbox to confirm that the Offer was read and the terms are accepted during the process of registering in myTarget System, (b) by commencement of the Services (as defined below).
1.3. The specific way in which acceptance of the terms of the Offer is expressed by ticking a checkbox is determined by the interface of myTarget System. The Publisher cannot register in myTarget System and receive access to the Account without confirming acceptance of the terms of the Offer.
1.4. By accepting the Offer, the Publisher acknowledges and confirms that it has read and fully agreed to the "Terms and Conditions for Publishers
" available at https://target.my.com/partners/doc/terms-for-nonresidents
which are an integral part of the present Offer ("Terms
2. SUBJECT OF THE AGREEMENT
2.1. The Publisher undertakes to provide the Company with the services related to the placement of Advertising materials provided by myTarget System on the Publisher Media ("Services
"), in exchange for a remuneration, the amount and procedures of which are determined in accordance with the terms of the Agreement.
2.2. The Parties confirm that myTarget System shall be the only facility for them to set the algorithm and conditions for the Services rendering hereunder.
3. PAYMENTS AND SETTLEMENT PROCEDURE
3.1. The Company will pay the Publisher a percentage of the Net Revenue as defined below arising from such Publisher Media for each Reporting period as solely determined by the Company ("Remuneration
"). "Net Revenue" means the total cost for the Advertising materials placement on the Publisher Media in the Reporting period and minus deductions for the cost of the Services rendered in violation of the Agreement, bad debt, chargebacks and refunds and any taxes (if applicable).
3.2. The Remuneration and the Services rendering period shall be determined based solely on Statistics data reported in myTarget System. The Company shall provide the Publisher a report or will enable the Publisher to access such reports through myTarget System, showing the bases for calculating the Remuneration for such Reporting period ("Report"). The Remuneration shall be determined in Russian rubles and paid to the Publisher in currency selected by the Publisher when registering in myTarget System at the exchange rate of the Central Bank of the Russian Federation on the last date of the Reporting Period.
3.3. The Publisher shall invoice the Company according to the Report.
3.4. The Company shall pay the Remuneration within thirty (30) calendar days after receiving the invoice by bank transfer to the bank account specified by the Publisher in the Account. If the amount due is less than one hundred (100) of the selected currency according to clause 3.2 hereof, payment of the Remuneration shall be transferred to the following Reporting period until accumulation of the stated threshold amount.
3.5. Each Party shall be responsible for the payment of its own taxes and tax liabilities arising from the Agreement.
3.6. The Company's obligation to pay the Remuneration shall be considered fulfilled from the moment of debiting the Company's bank account.
4. TERM AND TERMINATION. AMENDMENT OF THE AGREEMENT
4.1. The current version of the Agreement is available at https://target.my.com/partners/doc/offer-for-nonresidents
. The Company shall be entitled to add, to delete from or to modify the Agreement (including the Terms) at any time. The Publisher should look at the Agreement regularly. The changes will become effective immediately after posting with notice to the Publisher through myTarget System or by email or by any other means available.
4.2. If the Publisher disagrees with the new version of the Agreement (including the Terms), the Publisher shall notify the Company of its unilateral withdrawal from the Agreement, in writing, within seven (7) calendar days from the date the revised Agreement enters into force. Otherwise, the revised Agreement shall be deemed accepted by the Publisher.
4.3. Either Party shall be entitled to terminate the Agreement subject to the written notice to the other Party in ten (10) calendar days prior to the expected date of termination.
4.4. In case of breach of the Agreement by the Publisher, the Company shall be entitled to unilaterally terminate the Agreement without any compensation to the Publisher for losses resulting from such termination, by notifying the Publisher of the termination by email.
5.1. Invalidity of any of the provisions of the Agreement shall not cause invalidity of other provisions or the Agreement as a whole.
5.2. The Agreement shall remain valid in case of change of the Parties' details, amendments to the foundation documents thereof, change of form of incorporation, ownership of one or both Parties.
5.3. The Agreement, its conclusion and performance shall be construed and governed by law of England and Wales. Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London, UK. The language to be used in the arbitral proceedings shall be English.
5.4. All capitalized terms herein shall have the meaning set forth in the Terms.
5.5. The Agreement (including the Terms) together with any Addendums, constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior agreements, understandings and communications, oral or written, between the parties related to such subject matter (other than any such made fraudulently).
5.6. The Publisher may not assign the Agreement in whole or part, whether by operation of law or otherwise, without the prior written consent of the Company (not to be unreasonably withheld).
5.7. Unless otherwise provided herein all notices shall be sent by the Parties via registered mail with delivery confirmation, while respective expenditures shall be paid by a sender. The said documents may be additionally transmitted via e-mail and/or fax.
Previous versions: https://target.my.com/partners/doc/offer-for-nonresidents/offer-for-publishers_previous