TERMS OF CONNECTING OF THIRD-PARTY ADVERTISING NETWORKS
Effective date: September 01, 2023
This document is an offer by Air Smart Advertising Solutions FZ-LLC (hereinafter — “Yandex”) to enter into an addendum to the Yandex Advertising Network Agreement on the terms set forth herein.
1. TERMS AND DEFINITIONS
1.1. For the purposes hereof, the following terms shall have the following meaning:
“Addendum” means an additional agreement to the Agreement, constituting its integral part, with subject matter of provision by the Partner of the Services stipulated in these Terms, entered into in accordance with Clause 3.1. hereof.
“Advertisements” means advertising materials in any format that may include text, images, video, audio, other types of media files, interactive elements, code, hyperlinks, or any combination thereof provided for placement by Third-party advertising network with whom Yandex has the appropriate agreements.
“Agreement” means Yandex Advertising Network Agreement concluded between Yandex and the Partner on the terms of the Offer.
“Mediation” means software and hardware tools which provides for the possibility to place Third-party advertising networks’ Advertisements of on the Partner Resources and manage the settings and parameters of such placement through the functionality of the Partner Interface.
“Offer” means the document “Yandex Advertising Network Terms of Offer” placed on the Internet at https://yandex.com/legal/yan_service_offer_ae including all the documents referred to in this document.
“Partner Interface” means software interface designed for (including, but not limited to) remote interaction of the Parties in order to fulfill the Agreement, exchange information and transmit notifications between the Parties. The definition of the “Partner Interface” as well as terms and conditions of its access are stipulated in the Clause 1 and Clause 3.4 of the Offer.
“Partner” means i) a natural person/individual or ii) a legal entity who has entered into the Yandex Advertising Network Agreement in accordance with the Offer.
“Rules of participation” means the document “Rules of participation in Yandex Advertising Network” available on the following Yandex site: https://yandex.com/legal/partner_ch, including all the documents referred to in this document.
“Terms” means this document published at: https://yandex.com/legal/easy_monetization_ae.
“Third-party advertising network”, “Advertising network” means a legal entity which has entered in an agreement with Yandex for advertising distribution on the Advertising Spaces of Partners who joined Yandex Advertising Network.
Terms not defined in Clause 1.1 hereof may also be used in the Terms. In this case, such terms shall be interpreted in accordance with the text of the Agreement concluded by the Parties on the terms of the Offer. In the absence of an unambiguous interpretation of a definition in the text of the Agreement, one should be guided by: in the first place - by the interpretation of the definition as specified by the applicable legislation, in the absence of such a definition in the applicable legislation - by the interpretation of the definition available on the relevant thematic section of the website https://www.yandex.сom (including https://yandex.com/support), and in the absence of such a definition on such section of the website - by the interpretation of the definition that is generally accepted on the Internet.
2. SUBJECT MATTER OF THE ADDENDUM
2.1. Under this Addendum the Partner agrees to render to Yandex the services related to the placement of Advertisements on Advertising Spaces (hereinafter referred to as the "Additional Services"). In particular, the Partner shall:
2.1.1. install the Ad Code, including the Ad Code of Third-party advertising networks, on the Partner Resources;
2.1.2. ensure the operability and correct hardware and software interaction of Ad Code with the Yandex System, Mediation, including interaction via API;
2.1.3. if applicable, configures and supports the performance of the Partner System, and performs all actions necessary for technical integration and correct software and hardware interaction between the Partner System, Yandex System, Third-party advertising network and Mediation;
2.1.4. ensure the display of Advertisements provided by Third-party advertising network on the Advertising spaces in compliance with the requirements set forth in the Agreement.
3. CONDITIONS AND PROCEDURE FOR FULFILLMENT OF THE ADDENDUM
3.1. These Terms shall be deemed accepted after cumulative fulfillment of the following conditions:
3.1.1. the Partner has accepted the Terms by checking the box "I have read and agree to the Terms of connecting of Third-party advertising networks” (or similar) in the corresponding form in the Partner Interface or on the webpage at https://ads.yandex.com/easy/form_en;
3.1.2. corresponding Partner Resources have been verified (moderated) by Yandex for compliance with the requirements of the Offer and the Rules of participation and have been approved for the purpose of execution of the Agreement by the Partner, of which the Partner is notified through the Partner Interface. Yandex has the right (but not obligation) to re-verify (moderate) the Partner Resources at any time at its sole discretion. Yandex shall be entitled not to perform the verification (moderation) of the Partner Resources when such verification has been already performed at the moment of conclusion of the Agreement or before the Partner accepts these Terms;
3.1.3. there is a valid Agreement entered between Yandex and the Partner;
3.1.4. Test Period under the Agreement (if applicable) completed.
3.2. Yandex shall be entitled to refuse entering into the Addendum in the cases stipulated by Clause 3.3 of the Offer, as well as in the following cases:
3.2.1. the Partner Resources do not meet the requirements of the Agreement;
3.2.2. there is no valid Agreement between Yandex and the Partner;
3.2.3. Partner Resources do not meet the requirements of the Third-party advertising networks;
3.2.4. Test Period under the Agreement is not completed.
3.3. The Partner represents and warrants that:
3.3.1. the Partner has read the terms, rules and policies of the Third-party advertising networks, a list of which can be found on the webpage at: https://yandex.com/support/partner/inapp/adsources-offers.html, and undertakes to check from time to time amendments to them and ensure that the Partner Resources and System comply with such terms, rules and policies;
3.3.2. the Partner is duly authorized to enter into this Addendum according to these Terms and shall provide Yandex with the corresponding confirmation at any time at Yandex’s request.
4. REMUNERATION AND SETTLEMENT PROCEDURE
4.1. For the provision of the Additional Services hereunder Yandex shall pay a remuneration to the Partner (the “Additional remuneration”). The amount of Additional remuneration is determined in accordance with Yandex Statistical data attributable to statistical data of the Third-party advertising networks.
4.2. Within ten (10) business days after the last day of each Reporting Period Yandex shall send an additional Electronic report along with the Buyer’s Created Tax Invoice (if the Partner is a VAT registered company in the UAE) / Buyer’s Created Invoice (if the Partner is a non-resident / not a VAT registered company in the UAE) (“Invoice”) issued in accordance with the regulations of the UAE to the Partner by e-mail according to the Clause 4.1 of the Offer (the “Additional Electronic report”). The Additional Electronic report and the Invoice shall state the amount of Additional remuneration to be paid to the Partner.
The scope of Additional Services and amount of Additional remuneration due shall be deemed agreed unless within 15 (fifteen) calendar days after the end of the Reporting Period Yandex receives from the Partner written (e-mail shall be sufficient) substantiated objections against the Additional Electronic Report and Yandex Statistical Data.
4.3. Remuneration received from the Advertising network and payable to the Partner shall be transferred in the currency selected by the Partner when registering at https://partner.yandex.com and defined in accordance with the Yandex rules. Yandex’s obligation to pay the remuneration to the Partner shall be considered fulfilled from the moment of debiting the Yandex’s bank account. Payment is made by transferring the corresponding amount to the details specified by the Partner in the Partner Interface.
4.4. Yandex shall remunerate the Partner provided that the total amount of remuneration payable for the Additional Services provided by the Partner in the Reporting Period exceeds the threshold of one hundred (100) EUR or one hundred and fifty (150) USD or five hundred (500) AED (depending on the currency of payment chosen by the Partner).
The amounts which do not exceed the thresholds stated above shall be accrued and paid in the next Reporting Period, in which the total cost for the Additional Services provided by the Partner reaches the amounts specified above.
For the purposes of paying Additional remuneration to the Partner according to the Additional Electronic report, only the cost of Additional Services is taken into account; the cost of Additional Services is not taken into account when calculating the total cost of Services in accordance with Clause 4.5 of the Offer.
4.5. Additional remuneration shall be paid by Yandex in the manner, within the time limits and on the terms defined in the Agreement for calculation and payment of remuneration for Services that do not contradict these Terms.
4.6. Any taxes, remunerations and other levies or mandatory payments stipulated by applicable laws shall be paid in full by the Partner at his own expense. The amount of Additional remuneration under the Addendum shall not be adjusted to account for such taxes, fees and other levies.
In case the Partner is a VAT registered company in the UAE, it is the responsibility of the Partner to provide Yandex with the Tax Registration Number (TRN) prior to the beginning of the Reporting Period to ensure that the Invoice for the rendered Services contains the Partner’s TRN.
4.7. The term of payment of the Additional renumeration may be extended for the period of money transfer of the attributable fee by the Advertising network to Yandex without any prior notification to the Partner.
5. RESPONSIBILITY AND LIMITATION OF LIABILITY
5.1. Under no circumstances Yandex shall be liable before the Partner for Advertisements with moderation performed according to the rules and policies of the Third-party advertising networks, neither shall have any control over their content.
5.2. The Partner shall independently and at its own expense consider all the claims and resolve disputes related to the placement on the Partner Resources of Advertisements with moderation performed according to the rules and policies of the Third-party advertising networks.
5.3. Subject always to Clause 6.9 of the Offer and to the fullest extent permitted under applicable law under no circumstances shall Yandex be held liable (whether in contract, tort (including negligence), misrepresentation, restitution or any other form of liability) before the Partner for, neither shall be obliged to reimburse any losses suffered in connection with the Advertisements with moderation performed according to the rules and policies of the Third-party advertising networks on the Partner Resources, including: (a) any fines, penalties or other sanctions issued by an authorized government body or court as a result of the Display of such Advertisements; (b) any losses suffered as a result of a third party intellectual property rights claim brought against the Partner in connection with the Advertisements.
5.4. Clauses 3.8.1. and 6.2. of the Offer shall not be applicable to the placement on the Partner Resources of Advertisements with moderation performed according to the rules and policies of the Third-party advertising network.
5.5. Under no circumstances Yandex shall be liable before the Partner for a delay in payment of Additional remuneration if such a delay results from the reasons on the side of the Advertising Network. In case of non-receipt of the fee from the Advertising network for the Reporting Period when the Advertisement was placed by the Partner, the period for payment determined in Section 4 hereof may be extended proportionally. In case of delay of payment by the Advertising network for more than four (4) months in a row, Yandex shall be entitled (but not obliged) to transfer to the Partner the right to demand payment directly from the relevant Advertising network. Yandex undertakes to assist the Partner in resolving such dispute.
5.6. The Partner hereby acknowledges and agrees that that it will not be paid the Additional remuneration for the Reporting Period, and Yandex shall be entitled to review the amount of Additional remuneration in the current Reporting Period, as well as in unlimited number of previous Reporting Periods in which Fraud or any other non-compliance of the Partner Recourses with policies of a Third-party advertising network were detected by Yandex or by the Advertising network.
6. TERM AND AMENDMENT OF THE ADDENDUM
6.1. The Terms become effective on the date specified in the "Effective Date" above and remain in effect until revoked by Yandex.
6.2. Yandex reserves the right at any time at its sole discretion to amend or supplement the Terms or to revoke them. Any changes shall become effective upon publishing of the amended text on the Internet at the address specified in Clause 1.1 hereof with respect to the Terms, unless different effective date is defined at time of such publication.
6.3. The Partner acknowledges and agrees that amendments made to the Terms will result in corresponding amendments to the Addendum, and such amendments to the Addendum will take effect all at the same time with the amendments to the Terms.
6.4. If the Partner disagrees with the amendments to the Terms, the Partner has the right to terminate the Addendum in accordance with the procedure provided for herein.
6.5. The Addendum shall become effective upon acceptance of the Terms in accordance with Clause 3.1. hereof and shall remain in effect until terminated.
6.6. The Addendum may be terminated by Yandex with a written notice (including by e-mail) to the Partner with immediate effect if the Partner violates any provision of terms, rules and policies of Third-party advertising networks or at the request of an Advertising network.
6.7. The Addendum may be terminated by either Party with a written notice (including by e-mail) to the other Party provided at least five (5) business days prior the termination date.
6.8. Termination of the Addendum shall not entail automatically termination of the Agreement which continues in full force on the terms and conditions of the Offer.
For the avoidance of doubt, termination of the Agreement results in automatically termination of the Addendum.
6.9. The Parties hereby agree that no court order shall be required to give effect to the valid termination or expiry of this Addendum.
7.1. The provisions of the Agreement not inconsistent with the Terms shall apply to the Parties' relations hereunder.
7.2. The Addendum constitutes an integral part of the Agreement.
8. YANDEX DETAILS
Name: Air Smart Advertising Solutions FZ-LLC
Place of business: DMC-BLD05-VD-G00-473, Ground Floor, DMC5, Dubai Media City, Dubai, United Arab Emirates
Сontact form: https://yandex.com/support/partner/support.html