Yandex.Direct online advertising service terms and conditions
Yandex.Direct online advertising service terms and conditions
This document is a translation of Yandex.Direct Online Advertising Service Terms and Conditions in English. In case of conflict between the Turkish version of Yandex.Direct Online Advertising Service Terms and Conditions and this translation - only the Turkish version of Yandex.Direct Online Advertising Service Terms and Conditions is legally binding. The Turkish version of Yandex.Direct Online Advertising Service Terms and Conditions can be found here: https://yandex.com.tr/legal/oferta_direct/?lang=tr
The standard terms and conditions stipulated herein below contemplate the offer Yandex Reklamcılık Hizmetleri Limited Şirketi (Yandex Advertising Services Limited Company) (hereinafter – “Yandex”) to enter into Yandex Advertising Services Agreement (hereinafter — “Agreement”) by accepting and acceding to these Yandex online advertising service standard terms and conditions.
For the avoidance of any doubts, the provisions of this Agreement, the Advertising Policy, Technical Requirements, List of Goods, Rules and User Agreement for Yandex Services (as defined below in Clauses 1.1 and 3.1 of these Terms) are standard terms and conditions which are prepared to be accepted by different advertisers without being subject to a negotiation or a change and impose obligations on the Advertisers. The Advertiser, by accepting and acceding to these standard terms and conditions and by entering into the Agreement with Yandex, acknowledges that it is aware of the fact that the provisions of this Agreement are standard terms and conditions and impose obligations on it which can be considered negative and that the Advertiser has been provided with the possibility to review the full content of this Agreement in the period between the confirmation of this Agreement and the date which the payment of the advance payment has been made by the Advertiser to Yandex, the Advertising Policy, Technical Requirements, List of Goods, Rules and User Agreement for Yandex Services which are publicly available for review on the Internet at the links contained in Clauses 1.1 and 3.1 of these Terms.
1.1. For the purposes of this Agreement the terms used herein shall have the following meaning:
Advertiser shall mean any individual or legal entity – customer ordering the Services who irrevocably and unconditionally accepted these Terms and entered into Agreement with Yandex according to the procedure contained in Clause 7.1 hereof.
Advertising, Ad shall mean advertising notices of the Advertiser in the form of a marketing communication distributed with Yandex.Direct and addressed to general public in order to introduce goods, services and brands, promote and enable sale of the same, containing the Link provided by the Advertiser which is a part of specific Advertising Campaign displayed according to the provisions of this Agreement.
Advertising Campaign shall mean an accumulation of Advertising requested by the Advertiser for placement at Yandex.Direct in accordance with requirements set out by the Advertiser though the Interface, assigned with unique number by Yandex upon its creation by the Advertiser, and may contain one or more individual Ads.
Advertising Space shall mean a specific place in the design of web page, computer program or any other media (including for mobile devices) allotted for display of the Advertising.
Agreement shall mean: (i) these Terms; (ii) Advertising Policy; (iii) Technical Requirements; (iv) List of Goods; (iv) Rules and any other documents and instruments (referencing to or referenced by) this Agreement entered into according to the procedure contained in Clause 7.1 hereof
Click shall mean any of the following actions:
- user's call by reference from the Link contained in the Advertising, or
- user's call by reference from the marker, which redirects the user to a special block containing the Advertisement and/or contact information by the Advertiser and/or Directory Information (in cases provided by and as defined in cl. 27 Ad Serving Rules, https://yandex.com.tr/legal/direct_display_rules)..
Contextual Advertising shall mean the Advertising displayed by Yandex.Direct at the websites, software applications or any other media of Yandex’s partners selected on the basis of automatically determined potential match of Advertising subject matter and content of partner’s website or webpage content where Advertising is displayed to interests of user, accessing the partner’s website or webpage, where subject matter and content of the Advertising for display shall be determined using the information on keywords/key phrases relaed to such Ad, or otherwise.
Cost per Click shall mean an amount deducted from the Advertiser for one Сlick.
CPM shall mean cost per thousand impressions. The Advertiser sets the maximum CPM or, depending on the strategy the Advertiser chose, the maximum average CPM in the Client Web Interface for the entire Group of Ads.
Impression shall mean placement/display of the Advertising in Advertising Spaces.
Interface shall mean Yandex.Direct interface which provides technical means for Advertiser to place and manage the Advertising, access Statistics and other information, ensures remote interaction of the parties to the Agreement and becomes available to the Advertiser subject to authorization using Advertiser’s unique login and password, as well as via specific software (including programs for mobile devices) or API.
Link shall mean the text link included in the Ad, which leads the users who clicked on it to:
(a) an information resource (web site) on the Internet with its address (URL) recorded by the Advertiser for such an Ad; or
(b) a specific web page containing contact details provided by the Advertiser for such Ad and also other information about (but not limited to) the object of advertising and/or about the Advertiser.
Geo Targeting shall mean display of the Advertisement to users, who have computer Internet IP-addresses (or proxy servers) belonging to a specified geographic area, according to Yandex, or who have set a specified geographic region as their geo-location on Yandex Internet information resources, or who specified the given geographical region in their Search Query, or whose most frequent location coordinates correspond, according to Yandex, to the given geographic region. No display of the Advertisement to users, who specified the given geographical region in their Search Query, or users, whose most frequent location coordinates correspond, according to Yandex, to the given geographic region, is guaranteed. The Advertiser can disable the Advertisement in the Web Client Interface for users, who specified the given geographical region in their Search Query and whose most frequent location coordinates correspond, according to Yandex, to the given geographic region.
Media Advertising shall mean banner Ads placed under the terms of this terms and condition, List and Media Advertising Placement Rules
Bid shall have the meaning defined in the Ad Serving Rules (https://yandex.tr/legal/direct_display_rules).
Search Advertising shall mean Advertising displayed in Advertising Spaces subject to available respective word/phrase specified by the Advertiser as a criterion (keyword/key phrase) for display of this Ad in the user’s Search Query. Other (additional) criteria for Advertising Display (such as Location-Based Targeting) may be also used.
Search Engine shall mean hardware and software complex, with the interface located on the Internet for the purpose of information search by the Internet users, operated by Yandex or Yandex’s affiliate.
Search Query shall mean a text query for information search on the Internet, which a user enters in the search bar of the Search Engine, included with all the automatic corrections made according to Search Engine rules and/or functionality (misprint correction, language layout and more).
SERP shall mean the Internet page containing links to the Internet resources and web sites selected by the Search Engine according to a Search Query.
Services shall mean Yandex services for processing, placing and display of the Advertising on the Internet in SERP, as well as on Yandex’s partners’ websites, software applications or any other media, through proprietary Yandex.Direct platform based on the principles of Contextual Advertising and/or Search Advertising and/or Media Advertisement as the case may be, according to the provisions of these Terms.
Statistics shall mean Yandex.Direct automated tracking system accessible through the Interface performing collection, processing and storage of the information required to determine the remuneration of Yandex for provisions of Services, including without limitation the amounts of Search Queries, Impressions and Clicks of users.
Terms shall mean these Yandex.Direct Online Advertising Service Terms and Conditions accessible on the Internet at: https://yandex.com.tr/legal/oferta_direct.
Yandex.Direct shall mean Yandex online advertising system operated by Yandex or Yandex’s affiliates for provisions of Services hereunder.
1.2. These Terms may also contain other terms and expressions, which are not defined herein. In such event the meaning of these terms and expressions shall be determined on the basis of provisions of the Terms. In case of any ambiguity in interpretation of the term or expression in the Terms the term shall be interpreted in the following manner: firstly – in the applicable law, including the law of relevant jurisdiction in the event of Location-Based Targeting, secondarily – on any documents related to Yandex.Direct and located at: http://direct.yandex.com.tr, thereafter – according to the general meaning ascribed to such terms and expressions in the information technology and online advertising business operations.
2. SUBJECT MATTER OF THE AGREEMENT
Subject to the terms and conditions of this Agreement Yandex shall undertake to provide Services to the Advertiser and the Advertiser shall pay remuneration to Yandex for the Services as set out in Section 5 hereof.
3. TERMS AND CONDITIONS FOR PROVISION OF SERVICES
3.1. By accepting and acceding to these Terms and entering into the Agreement with Yandex the Advertiser undertakes to comply with the following rules incorporated into this Agreement by reference as its integral part as may be amended from time to time:
(a) “Yandex Advertising Policy – Turkey” available at: https://yandex.com.tr/legal/general_adv_rules (hereinafter —“Advertising Policy”);
(b) “Technical Requirements for Advertising in Yandex.Direct” available at: https://yandex.com.tr/legal/direct_adv_rules (hereinafter — “Technical Requirements”);
(c) “List of Goods and Services Restricted or Limited for Advertising in Turkey” available at: https://yandex.com.tr/legal/adv_rules (hereinafter — “List of Goods”)
(d) “Ad Serving Rules” placed on the Internet at https://yandex.com.tr/legal/direct_display_rules (hereinafter – “Rules”).
(e) The document “User Agreement for Yandex Services” placed on the Internet at https://yandex.com.tr/legal/rules (hereinafter – “User Agreement”).
(f) The document “Audience: Terms of Service” placed on the Internet at https://yandex.com.tr/legal/audience_tos. (hereinafter “Audience ToS”).
(g) The document "Smart-banner. Advertising requirements" placed on the Internet at https://yandex.com.tr/legal/direct_adv_rules_smart_banner (hereinafter “Banner Requirements”).
(h) The document “Media Advertising Placement Rules on Yandex Resources” placed on the Internet at https://yandex.com.tr/legal/direct_display_rules_media (hereinafter “Placement Rules”).
The document “HTML5 Banners. Requirements to Advertising Materials” placed on the Internet at https://yandex.com.tr/adv/requirements/html5 (hereinafter “HTML5 Banners Requirements”).
The document “VideoBuilder Function” placed on the Internet at https://yandex.com.tr/legal/video_builder (hereinafter “VideoBuilder Function”).
3.2. The Services shall be rendered with respect to specific Advertising Campaign to the extent and provided that Advertiser accepts and accedes to these Terms and is in compliance with all the provisions of the Agreement.
3.3. The Advertiser shall bear sole responsibility for creating, saving, altering and ordering Ads and Advertising Campaigns, including without limitation for determining the content of Advertising, selection of targeting mechanisms, including keywords, negative keywords, categories, Location-Based Targeting and Links through the Interface, unless otherwise additionally agreed upon by the parties hereto. Advertiser shall be entitled to alter Advertising Campaign and individual Ads (including terms and conditions for placement) at any time subject to compliance with all requirements of the Agreement, as well as to suspend or to cancel Advertising Campaigns or individual Ads at any time.
3.4. Yandex shall be entitled to perform review of the Advertiser’s individual Ads and Advertising Campaigns for compliance with requirements of the Agreement both prior to commencement of placement of Advertising in Yandex.Direct (pre-moderation) and any time afterwards (post-moderation). If the Ad or Advertising Campaign fails to comply the requirements of the Agreement Yandex shall be entitled to reject, suspend or cease placement of the Ad or Advertising Campaign. Acceptance for placement and/or confirmation by Yandex of the possibility to place any Ad or Advertising Campaign and/or make any changes in the Ad or Advertising Campaign shall under no circumstances be considered as confirmation by Yandex of the Advertiser’s right and/or grant of right to the Advertiser by Yandex to use intellectual property of Yandex or any third parties in such Ad or Advertising Campaign in any way, including in keywords. The Advertiser shall be solely responsible for the above use and any consequences of the same, and for contents of the Ad and Advertising Campaign and compliance thereof with applicable legal requirements.
3.5. Appearance (format, size and other parameters) of an Advertisement shall comply with the criteria set out in the Requirements or Banner Requirements or HTML5 Banners Requirements (if applicable) (depending on the Advertisement type). An Advertisement must contain the Link, and:
3.5.1. the Ad may have the Link to a web site together with the Link to a contact page, or either of the above Links (not applicable to Media Advertising);
3.5.2. the Link to the contact page in the Ad may bear a special indication with this respect in the design of such Ad.Yandex shall determine the manner and appearance of such indication at its own discretion (not applicable to Media Advertising);
3.5.3. if the same Ad has the Link to the website together with the Link to the contact page, both such Links shall be equally covered by the requirements for Location-Based Targeting selected by the Advertiser, and other conditions for placement and payment (not applicable to Media Advertising);
3.5.4. the requirements specified herein shall apply to content, format, terms and conditions for using any information provided by the Advertiser for placing the Link to the contacts page in the Ad, and such information, including address, phone number and/or other details shall be provided by the Advertiser and shall be placed by Yandex on a special page and/or in a special block, which shall have a format, appearance and address (URL) determined by Yandex in its own discretion (not applicable to Media Advertising);
3.5.5. the Advertiser shall be solely responsible for accuracy of the information provided to be placed under the Link to the contact page and/or in a special block and for infringement of third parties’ rights when placing such information as part of the Advertising Campaign and for compliance with applicable legal requirements of the information on the contact page and/or in a special block (not applicable to Media Advertising);
3.5.6. Yandex shall be entitled to verify (whether independently or by attracting third parties – subcontractors) information provided by the Advertiser, including accuracy of contact details, availability of telephone numbers, match of goods/services advertised using the contact details with contents of the Ad;
3.5.7. Yandex shall be entitled to reject placing contacts and the Link to the contacts page included in the Ad and/or to reject the Ad if such Link is the only one in the Ad, and contacts under such Link are the only contacts specified for contacting the Advertiser; and Yandex shall be entitled to refuse placing both for the reason of failure to comply with Clauses 3.5.4 and 3.5.6. hereof, and without providing any reasons (not applicable to Media Advertising);
3.5.8. Yandex shall be entitled in the course of rendering the Services to remove any Advertising, including after its placement has commenced, the Link to the contacts page and/or to suspend Advertisement display if such Link to the contacts page is the only one available, in the event any errors, inaccuracy and/or other deficiencies are revealed, including within verification as per Clause 3.5.6 above (not applicable to Media Advertising).
3.5.9. The relationship between Yandex and the Advertiser regarding the use of the Services is governed by the Yandex.Direct Data Processing Agreement located at https://yandex.com/legal/direct_dpa. The Advertiser agrees and acknowledges that the terms of the specified document take precedence in corresponding part over the Offer, other Binding Documents.
3.6. A method of Impression and Ad position at the Advertising Space shall be determined according to provisions of the Rules by Yandex on the basis of automatic algorithms of Yandex.Direct. For the avoidance of any doubts, Yandex does not provide any express or implied guarantees with respect to placement or display of Advertising and/or the number of Impressions and Clicks.
3.7. A method of an Advertisement Display (statically or dynamically, other parameters of display) and Advertisement position in the display area (a position) shall be defined according to provisions of the Rules or Placement Rules (when Media Advertising is placed).
3.8. The Advertiser shall be solely responsible for safety and confidentiality of its registration data (login and password). Any actions taken under Advertiser’s login and password through the Interface shall be deemed performed by the Advertiser. The Advertiser shall be solely responsible to third parties for any actions performed under the Advertiser’s login and password. Yandex shall bear no responsibility whatsoever for unauthorized use of the Advertiser’s registration data by third parties.
3.9. The Advertiser acknowledges that, to the extent permitted by the applicable laws, for the purpose of the Agreement, in particular for determining the number of Impressions, Clicks and remuneration for the Services only information of Statistics shall be used.
3.10. Advertiser shall be solely responsible for allocating and managing budgets and accounts in Yandex.Direct, selection of keywords, marketing strategies and methods and Yandex provides no express or implied guarantee whatsoever with respect to return and efficiency of Advertiser’s use of Services, Interface and/or Statistics, including without limitation with respect to number of Impressions, frequency of the keywords use in Search Queries by the users, Location-Based Targeting functionality performance, use of the “Audience” Service (https://audience.yandex.ru) by the Advertiser, or otherwise.
3.11. Information on the number of Search Queries containing specific keywords/phrases, and details on associative selection of words available at yandex.com.tr, shall be intended solely for the purposes of placing the Search Advertising and Media Advertising as part of the Services and shall not be used in any automatic mode, including by using scripts.
4. ADVERTISER’S UNDERTAKINGS
4.1. Advertiser shall undertake to comply with all requirements and bear sole responsibility for Advertising ordered, placed and impressed hereunder, as well as any applicable legal standards and requirements, including without limitation the legislation on advertising, on intellectual property, on protection of competition in terms of content and form of Advertising, choice of keywords, domain names and content of the advertised website and/or landing pages, whereto the Link provided by the Advertiser leads, other actions performs by the Advertiser, as well as accuracy of details specified upon registration as a user in Yandex.Direct, and compliance with the Advertiser’s representations and warranties contained in Clause 9 hereof.
4.2. Advertising submitted by the Advertiser shall comply with the requirements of the legislation of the country of residence or incorporation of the Advertiser and/or of the place of carrying out of the advertised activity and place of sale of the advertised goods, as well as the applicable legislation of respective jurisdiction(s) for Advertising with Location-Based Targeting.
4.3. Advertiser shall not and shall not assist or allow any third party (i) in misusing the functionality and opportunities provided for placing Advertising in Yandex.Direct thorugh the Interface under the Agreement (including the technical option of keywords selection, developing and altering Ad wording, providing Links, any other possibilities for developing and making alterations to Advertising Campaigns); (ii) in using Yandex.Direct or the Interface for engaging in any illegal or fraudulent practice under the laws of the jurisdiction where the Advertising is made available or Advertiser is incorporated or residing, including infringement of third parties’ intellectual property rights, unfair competition, other violations; (iii) in interfering with normal operation of Yandex.Direct, in particular, without limitation, for automatic generation of invalid Impressions, Search Queries and Clicks (manually and/or by using any hardware and software).
4.3.1. Refrain from using instruments of Yandex.Direct to copy, extract or other use of the Advertisements, Advertising Campaigns for the purpose of using such Advertisements and/or Advertising Campaigns with other advertising systems, either manually or using automated instruments, unless such actions were approved by Yandex.
4.4. In case advertised goods and/or services are subject to licensing, mandatory certification and/or other permission from state authorities, Advertiser shall undertake to provide to Yandex duly certified copies of respective licenses, certificates and permissions no later than before commencement of respective Advertising Campaign display or within one business day from receipt of relevant request from Yandex. If the Advertiser fails to provide the necessary documents, Yandex shall be entitled to reject, suspend and/or cease placing relevant Ad and/or the whole Advertising Campaign.
4.5. The Advertiser shall submit to Yandex at its request properly certified copies of the documents confirming tax status, address of residency or location of the Advertiser.
5. REMUNERATION FOR SERVICES AND PAYMENT TERMS
5.1. Remuneration for Services rendered by Yandex under the Agreement shall be determined on the basis of Statistics information on Cost per Click and number of Clicks for an accounting period. The Cost per Click shall be determined in the course of the Advertising Campaign creation within the range of the minimum and maximum Cost per Click fixed by Yandex subject to the maximum Cost per Click selected by the Advertiser manually or automatically and terms and conditions for placing of Advertising according to the Rules. VAT for the Services shall also be added to the remuneration of Yandex.
5.2. The Advertiser shall make an advance payment in the amount of 100 % (Hundred percent) of the total budget the Advertiser would like to spend for the Services.
5.2.1. For the purpose to make an advance payment Yandex issues and provides to the Advertiser a special code number - ödeme kodu (payment code). This code number is used by Yandex to verify payments received from Advertisers. The Advertiser is required to specify an ödeme kodu in payment documents when making an advance payment (payment orders etc.). In case an ödeme kodu is not specified in payment documents this may be the reason for delay of the start of rendering Services by Yandex in accordance with clause 5.7. untill confirmation of a payment in accordance with clause 5.4.
5.2.2. The ödeme kodu is issued and provided to the Advertiser in the Interface as well as by e-mail at the moment when the Advertiser confirms in the Interface the total budget that the Advertiser would like to spend and pay for the Services.
5.2.3. A unique ödeme kodu is issued and provided for each advance payment each time when the Advertiser confirms the budget of Services ordered.
5.2.4. An advance payment shall be paid by the Advertiser within 5 (five) business days from the date of issuance and provision of an ödeme kodu.
5.2.5. Payment for the Services by the Advertiser shall be considered as the acceptance of these Terms by the Advertiser as it is provided in Clause 7.1 hereof and shall be considered as evidence of entering into the Agreement between the parties.
5.2.6. Payment for the Services by the Advertiser shall be considered as the acceptance of these Terms by the Advertiser as it is provided in Clause 7.1 hereof and shall be considered as evidence of entering into the Agreement between the parties.
5.3. The Advertiser shall pay for the Services in a currency fixed via wire transfer. The amount due to be paid by the Advertiser shall be paid by the Advertiser in full without any deductions or withholdings of any taxes, levies, collections, fees and/or charges in accordance with legislation of the Advertiser’s country which shall be paid by the Advertiser at its own expenses.
5.4. For the purpose of the Agreement the Services shall be paid by wire transfer or other payment methods permitted by the applicable law and acceptable within Yandex.Direct Interface. The Advertiser shall be solely responsible for safety, confidentiality, and other terms and conditions related to use of the payment method selected by the Advertiser disallowed under Yandex.Direct Interface. The Advertiser shall be considered duly performed its obligation to pay for the Services at the moment the total amount of funds to be paid is credited to the account of Yandex communicated to the Advertiser provided that an ödeme kodu was correctly specified in payment documents. At the discretion of Yandex, as the case may be, the following can prove a payment made: (a) a scan-copy of the payment order in case of wire transfer; (b) verification of the actual payment in favor of Yandex by Yandex via a payment system in case of an electronic payment by the Advertiser.
5.4.1. In case the Advertiser pays for the Services with the bank card which was linked by the Advertiser to its account, the Advertisers agrees that any bank card, linked through the Client web interface or via the account of the Advertiser on any service (including mobile apps) of the LLC "YANDEX" (its affiliates or group members), shall be considered as linked card. Yandex is entitled to charge the amount due to be paid for the Services from any linked card.
5.5. The Advertiser on request shall undertake to notify Yandex on payment by delivering a copy of the payment document with a mark of the executing bank (when it is applicable for a corresponding method of payment).
5.6. Hereby the parties acknowledge and agree that where at the moment of termination or expiry of the Agreement the amount paid by the Advertiser for the Services in advance exceeds the remuneration for Services provided to the Advertiser under the Agreement the balance shall be accounted by Yandex for Services provided under other Yandex.Direct online advertising service agreements with the Advertiser, except in the event: (i) otherwise directly provided by the Terms; or (ii) otherwise additionally agreed on by the parties upon termination or cancellation of the Agreement. This provision shall survive cancellation or termination of the Agreement.
5.7. Yandex starts rendering Services paid by the Customer with essential ödeme kodu within three (3) business days from the moment of the joint execution of the following obligations:
5.7.1. the Advertiser has specified an ödeme kodu in payment documents when paid for the Services;
5.7.2. 100% prepayment and receipt of the prepayment amount to the bank account of Yandex;
5.7.3. submission to Yandex by the Advertiser of the Advertising materials ready for placement as well as all information about the terms of placement needed for rendering of the services (key words etc.);
5.7.4. submission by the Advertiser on request of Yandex of documents in accordance with clause 4.4.
5.8. Services shall be rendered by Yandex in the amount equal to the amount of prepayment made by the Advertiser.
5.9. Ths Statistical data could be corrected due to the use of the antifraud systems, including the statistical data of the accounting period where the services were provided even if the fraudulent actions were discovered after the end of such accounting period. In the latter case the cost of Services in the Act of acceptance would not be amended or corrected, and the Services related to such accounting period should be considered duly provided. However, Yandex will provide the discount for the Services ordered through the Customer's account in the foregoing accounting periods in the amount of the sum of the Costs of Clicks determined as fraudulent by Yandex. The discount could not be charged to the Customer's account or monetized by other means. The discount could be applied by the Customer:
5.9.1. to the Services which were not provided in full in the accounting period where the antifraud correction was made;
5.9.2. to the Services which were not provided in full in the accounting period where the antifraud correction was made, in case when at the moment of correction no orders described in the clause 5.9.1 were placed.
6. ACCEPTANCE OF SERVICES
6.1. To the extent permitted by the applicable law, Yandex’s remuneration for Services shall be calculated solely based on Statistics and no other measurements or information of any kind shall be used by the parties to this purpose or have any effect under this Agreement.
6.2. Within fifteen (15) calendar days after the last calendar day of each calendar month (“Accounting Period”), Yandex shall sent to the Advertiser Fatura for the Services rendered by Yandex (“Fatura”).
6.3. Yandex shall send Fatura to the Advertiser by post with delivery confirmation or by courier with delivery notification and shall be deemed given upon receipt.
6.4. Services performed by Yandex shall be deemed irrevocably accepted by the Advertiser in the full scope provided in Fatura, unless Yandex receives from the Advertiser written objections to Fatura within eight (8) calendar days following the Advertiser’s receipt of Fatura. Yandex shall have no obligation to accept or consider any objections regarding the Services reference to in the Invoice that are submitted by the Advertiser following such eight (8) calendar day period, including without limitation claims with respect to the scope, actual value and quality of the Services.
7. ACCEPTANCE OF THE TERMS AND AMENDMENTS
7.1. The Advertiser shall accept these Terms by making payment for the Services within the term specified in Clause 5.2. hereof. The Agreement shall become effective, binding and enforceable against the parties hereto with respect to the scope of paid Services on the date of the payment in accordance with Clause 5.4 hereof and shall remain in full effect until expiry or termination. In the event the Advertiser has not paid for the Services within the payment period specified in Clause 5.2. herein, the Terms shall be considered rejected by the Advertiser with respect to scope of Services ought to be paid and Yandex shall be entitled to reject placement and display of respective Advertising.
7.2. These Terms are located on the Internet at https://yandex.com.tr/legal/oferta_direct.
7.3. To the extent permitted by the applicable laws, Yandex shall be entitled to make unilateral amendments to these Terms, as well as Advertising Policy, List of Goods, Rules and other provisions of the Agreement. If Yandex makes such amendments the amendments shall become effective upon placement on the Internet at the address specified in Clauses 3.1 and 7.2 hereof, as the case may be, unless any other term of the amendments coming into effect is communicated by Yandex.
8. TERMINATION AND SUSPENSION OF PROVISION OF SERVICES
8.1. This Agreement may be unilaterally terminated by any party serving written notification to the other party, provided that the termination of the Agreement by the Advertiser shall be effective only in the event it has cancelled all Advertising Campaigns and paid all the amounts due to Yandex at the moment of unilateral termination of the Agreement. The Agreement termination notification in this Clause 8.1 shall refer to and shall be applicable to either scope of Services related to specific budget of Services ordered or the Services to be provided by Yandex under all the Services ordered and paid by the Advertiser.
8.2. Yandex shall be entitled to suspend provision of the Services under the Agreement to the Advertiser on a temporary basis for maintenance works, as well as technical, technological or other reasons that interfere with operation of the Interface or Yandex.Direct and rendering the Services, for the period of performing maintenance works or curing the deficiencies.
8.3. If the Advertiser fails to comply with any provisions of the Agreement, Yandex shall be entitled to suspend the provision of the Services until Advertiser remedies breach and reimburses all the losses incurred by Yandex as a result of such breach and/or to terminate the Agreement with a respective notification served to the Advertiser’s e-mail address with the account used for creation and ordering of the Advertising Campaign. Upon termination of the Agreement as provided by this Clause 8.3 Yandex at its own discretion shall be entitled to recover the amount of losses, damages, penalties and forfeits incurred according to the Agreement by writing-off the funds paid by the Advertiser as advance payment for the Services.
8.4. Yandex shall be entitled at its own discretion to suspend provision of the Services or to terminate the Agreement(s) with the Advertiser in unilateral extrajudicial manner in the event: (i) the funds paid to Yandex by the Advertiser as advance payments in accordance with provisions of Section 5 hereof has been written-off by Yandex in full.
9. REPRESENTATIONS AND WARRANTIES
9.1. Within the duration of this Agreement Yandex shall undertake all reasonable efforts for curing any failures and errors in the Interface and Yandex.Direct, as they occur, in an efficient and expedite manner. Yandex does not guarantee proper placement of Ads and operation of Yandex.Direct within the period of curing such failures and errors and shall not be held liable for any direct, indirect, consequential or incidental losses or damages of the Advertiser associated therewith.
9.2. Except for the representations and/or warranties expressly provided in the Terms Yandex shall not be considered to make any other express or implied representations and/or warranties under the Agreement, including without limitation, as to non-infringement of any rights, suitableness of the Services for specific purpose of the Advertiser or any other.
9.3. The Advertiser represents and warrants that:
9.3.1. all the information provided by the Advertiser to Yandex is true, accurate, complete and current, including without limitation details provided in the Interface for creation of account with Yandex.Direct and used for performing payment of remuneration for the Services;
9.3.2. the Advertiser entered into the Agreement by Yandex on the voluntary basis, and the Advertiser: (i) has performed full review of the Terms and other provisions of the Agreement, (ii) understands, accepts and acknowledges the subject matter and all the specific provisions of the Terms and the Agreement in full, (iii) understands, accepts and acknowledges significance and all the legal consequences associated with entering into the Agreement with Yandex, registering via the Interface and ordering Advertising with Yandex.Direct, including without limitation possible liability for inappropriate advertising and infringement of third parties rights;
9.3.3. it has all the necessary rights to permit and hereby grants to Yandex, its affiliates, contractors and partners any and all rights which are necessary for Yandex, its affiliates, contractors and partners to process, perform moderation, store, copy, modify, distribute, place and impress the Advertising;
9.3.4. it has full authority and powers to enter into and exercise its rights and perform obligations hereunder;
9.3.5. it has sufficient funds with respect to all kinds of payments to be made to Yandex in relation to this Agreement;
9.3.6. processing, performing moderation, storage, copying, modification, distribution, placement and Impression of Advertising (including without limitation contents of Ads, websites and/or landing pages to which the Link leads to, contact details, intellectual property used in an Advertising), use of key words/phrases, materials to which the Link leads to, does not violate or incite violation of any applicable advertising legislation or infringe any intellectual property rights of any third party.
9.4. Applying additional settings/strategies of Ads placement and additional functionalities on advertising campaigns management that allow the Advertiser to generate automatically the Ads content including but not limited as to the Ad’s headlines, the Links, icons and to specify key words for an Ad display, the Advertiser agrees that the Advertiser is responsible for the correspondence of the Ads content generated by him using the additional settings and functionalities to the applicable legal requirements including advertising and competition legislation. Yandex does not guarantee that there is no errors in these additional settings and functionalities work, also Yandex does not guarantee the correspondence of their work to Advertiser’s goals and expectations.
10.1. The Advertiser shall indemnify and hold Yandex, its agents, affiliates, directors, officers, employees, contractors and partners harmless from any and all claims, losses, damages, liabilities and other expenses incurred by Yandex, its agents, affiliates, directors, officers, employees, contractors and partners arising out of Advertiser’s breach of any provision of this Agreement, in particular, Clauses 3, 4 and 9, including without limitation any civil, criminal or administrative liability and claims arising out of breach of advertising legislation of Republic of Turkey, as well as infringement of any intellectual property and/or other rights of third parties.
10.2. For the avoidance of any doubts, the parties hereto expressly acknowledge and agree that the indemnity under Clause 10.1 hereof shall also be applicable to all the instances where content, form and/or placement of the Advertising under the Agreement caused any governmental authorities to impose penalties or other sanctions on Yandex for placement, processing, impressing or storing Advertising ordered by the Advertiser. In such event the Advertiser shall at request of Yandex undertake to immediately deliver any and all information required, to cooperate with Yandex in settlement of governmental authorities’ claims, and to indemnify any and all damages and losses incurred by Yandex related to Advertising of the Advertiser as per Clause 10.1 hereof.
11. LIMITATION OF LIABILITY AND FORCE MAJEURE
11.1. Yandex shall under no circumstances be held liable for: (i) any act or omission, which directly or indirectly results from an act or omission of the Advertiser and/or third parties; (ii) any indirect losses and/or loss of profit by the Advertiser and/or third parties regardless of whether Yandex could or could not foresee such losses; (c) use by the Advertiser of the payment form selected, as well as use of any means and/or ways of delivering or receiving information by the Advertiser and/or third parties.
11.2. Yandex’s total liability under the Agreement, including the amount of any and all penalties (fines, forfeits) and/or indemnities under any claim or action in relation to the Agreement, shall be limited to 10 % of the aggregate amount of payments performed by Advertiser within the duration of the Agreement.
11.3. The parties hereto shall be free from any liability for failure to perform their obligations under this Agreement where such failure results from the event of force majeure, occurring after entering of the Agreement into effect, or if the failure to perform obligations by the parties under the Agreement results from impediment beyond control, which the party could neither foresee nor reasonably prevent. Force majeure shall include such events, including without limitation, as wars, civil wars, epidemics, quarantine restrictions, unusually severe weather, revolts, strikes, earthquakes, floods, other acts of nature, fires, power supply failures through no fault of the parties, actions and acts of authorities and other similar events. The party whose performance is affected by force majeure shall make all efforts in good faith to end the force majeure situation and avoid its consequences, and resume the performance of its obligations with utmost dispatch when the force majeure situation ceases.
12. CONFIDENTIALITY AND PRIVACY
12.1. Each party hereby agrees to keep any sensitive commercial information and data received from the other party in relation to or in connection with this Agreement in any format which is marked by the disclosing Party as confidential, identified as confidential at the time of oral disclosure or is apparently confidential from its nature or circumstances of disclosure (hereinafter – “Confidential Information”) and not to disclose, publish or otherwise provide such information to any third party without a prior written consent of the disclosing party within the duration hereof and one (1) year thereafter. Provisions of this Section 12 shall survive termination or expiration of this Agreement.
12.2. The title to Confidential Information shall at all times remain with the disclosing party and such information shall not be duplicated or otherwise reproduced without a prior written consent of the disclosing party. Confidential Information shall include without limitation: (i) the Advertiser’s authorization details with the Interface; (ii) terms and conditions of the Agreement; (iii) any and all non-public elements of the Interface and Yandex.Direct operation; and (iv) content and any other information related to Advertising prior to its acceptance for placement in Yandex.Direct.
12.3. The obligation to protect and maintain confidentiality of Confidential Information shall not cover:
12.3.1. information which at the time of disclosure was or became available to the general public without violation by the receiving party; or
12.3.2. information that became known to the receiving party from a third party who is not bound by obligation of confidentiality ; or
12.3.3. information which was known or independently developed by the receiving party prior to disclosure under this Agreement; or
12.3.4. information disclosed with the disclosing party’s written consent; or
12.3.5. information required for disclosure by a government body or agency in any legal or administrative proceedings under applicable law, provided that the party required to make such disclosure notifies the other party reasonably in advance and provides reasonable assistance and cooperation in order to prevent such disclosure.
12.4. Notwithstanding any provisions of this Section 12 to the contrary, both Yandex and Advertiser shall be entitled to disclose the Confidential Information to their counterparties, agents, affiliates and contractors to extent necessary for exercising of rights and performance of obligations hereunder, provided that the such counterparties, agents, affiliates and contractors are bound by the confidentiality obligations substantially similar as provided in this Section 12.
12.5. Upon termination of this Agreement or a written request by the disclosing party, the receiving party shall promptly return all Confidential Information received from the disclosing party, together with all copies, recordings, summaries or other reproductions thereof and all notes and/or other works prepared or based thereon, or certify in writing that all such Confidential Information and copies thereof have been destroyed.
12.7. The Parties have agreed that the confidentiality provision related to the registration data (including personal data), specified by the Advertiser upon registration with Yandex’s web sites and/or upon entering into the Agreement shall not apply when Yandex uses such information for the purpose of billing the Advertiser for the Services, executing Payment Notices, Reports and Invoices of the Services with the Advertiser. Information (including personal data) and details provided by the Advertiser shall be subject to specification in the above documents.
12.8. If the Advertiser fails to comply with the terms of the Agreement, Yandex shall be entitled to suspend the Services until the Advertiser cures the violations and completely compensates (recovers) losses incurred by Yandex through such violation and/or to terminate the Agreement with a respective notification to the Advertiser to the Advertiser’s e-mail address stated upon developing an Advertising Campaign. Yandex shall be entitled to withhold the amount of penalties and forfeits incurred according to the Agreement from the amounts received from the Advertiser as prepayment of the Services of Yandex.
12.9. Yandex is entitled to refuse to place or to terminate placement of an Advertisement in case the placement of the Advertisements with a Link to the respective web site had previously caused governmental authorities to order Yandex (its affiliated persons and partners) to pay penalties, till the moment of full reimbursement of such damages incurred by Yandex (its affiliated persons and partners), regardless of who the Advertiser in terms of such Advertisement was. Yandex is also entitled to refuse to provide Services to the person placing Advertisements by means of an account which had been used to place Advertisements that caused governmental authorities to order Yandex (its affiliated persons and partners) to pay penalties, till the moment of full reimbursement of such damages incurred by Yandex (its affiliated persons and partners), regardless of who the Advertiser in terms of such Advertisement was.
13.1. This Agreement constitutes the entire terms and conditions agreed upon by the parties hereto in relation to its subject matter and supersedes all previous contracts, exchange of letters, e-mails, memoranda of understanding and similar documents of any kind between the parties relating to its subject matter.
13.2. This Agreement shall be governed and construed in accordance with substantive laws of the Republic of Turkey, without giving regard to its conflict of laws rules. To the extent permitted by the applicable laws, the state courts and execution offices of Caglayan, Istanbul, Republic of Turkey shall have exclusive jurisdiction in connection with disputes arising out or in relation of this Agreement. Prior to submission of any disputes, controversies or discrepancies arising out of or in relation of this Agreement to the consideration of the court as provided by this Clause 13.2, the parties shall undertake all reasonable efforts to resolve the dispute, controversy or discrepancy by mutual good faith negotiations.
13.3. Neither party hereto shall be entitled to assign its rights and obligations hereunder without prior written consent of the other party (which consent shall not be unreasonably withheld or delayed), except that Yandex shall be entitled to assign or transfer otherwise any and all of its rights and obligations hereunder without the consent of the other party to the purchaser of all or substantial part of assets of Yandex or a company within Yandex group which shall mean any company under direct or indirect control of Yandex N.V., a Public Limited Liability Company, incorporated and existing under the laws of the Netherlands, registration number 27265167 located at: Laan Copes van Cattenburch 52, The Hague, the Netherlands 2585 GB. For the purposes of this Clause 13.3 “control” shall mean direct or indirect ownership of more than 50% of voting shares or otherwise obtained right to direct or cause the direction of the management and policies of the controlled entity.
13.4. Any notifications under the Agreement can be served by one party hereof to the other party: (i) by e-mail or through the Interface (a) to the Advertiser’s e-mail address recorded in the course of the Advertising Campaign creation from the Yandex e-mail address specified in Clause 14 below if the Advertiser is a recipient or through the relevant functionality of the Interface, and (b) to the Yandex e-mail address stated in Clause 14 below from the Advertiser’s e-mail address recorded in the course of the Advertising Campaign or through the relevant functionality of the Interface; (ii) by fax; (iii) by post with delivery confirmation or by courier with delivery notification, and shall be deemed given upon receipt. Advertiser shall duly and in writing notify Yandex with respect to any changes to its address after the Agreement enters into force.
13.5. If one or more provisions hereof shall for any reason, including but not limited under the decision of any court or governmental authority, be considered invalid, ineffective or unenforceable, it shall not affect the validity, effectiveness or enforceability of other provisions of the Agreement.
13.6. This Agreement is executed in Turkish and English versions. In case of any discrepancies between the Turkish and English version of the Agreement, the Turkish version of the Agreement shall prevail.
14. Yandex Details:
Name: Yandex Reklamcılık Hizmetleri Limited Şirketi (Yandex Advertising Services Limited Company)
Location: Mecidiyeköy Yolu Caddesi, No:12, Trump Towers 2. Kule, Kat 15 , Ofis No:1501-1502, Mecidiyeköy, Şişli, İstanbul 34387 Türkiye
Levent/Besiktas Istanbul 34330 Türkiye
Bank: ING Merkez Branch
Account No. / IBAN (TL): TR220009900979578800100001
Yandex Reklamcılık Hizmetleri Limited Şirketi (Yandex Advertising Services Limited Company)
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