to Service Agreement
September 15, 2015
Contractor is Joint Stock Company "Regional Network Information Center" (JSC RU-CENTER).
Contractor's Web Server — is a web server located at: https://www.nic.ru.
Customer is a person or legal entity that applied for Contextual Advertising Service in accordance with the Service Agreement entered into with the Contractor.
Contextual Advertising Service (Ad Service) means allowing the Customer to use the Services for Ad Placement containing the Customer's Advertising Materials.
Order is the Customer's request to the Contractor in the form set by the Contractor, containing all necessary data for Ad Service delivery.
Services means a set of software and hardware not owned by the Contractor that can be used by the Customer for Ad Placement on the Internet in accordance with the Services Settings.
The Customer can use the Services on the Contractor's Web Server in the "Manage your account" section.
Ad Spot is space allocated on the web page of the Platform Holder for placing/displaying Ads.
Ad means Advertising Materials and Links to them processed and created by the Services within a specific Advertising Campaign for displaying to the Users on the Internet.
Advertising Materials —are any objects in electronic format, including texts, graphic materials, or mixed materials containing advertisements.
User means a visitor of websites on the Internet.
Impression means placement/display of an Ad on Ad Spots.
Advertising Campaign means all Ads for which the Ad Service is provided using the Services in accordance with the Customer's Settings.
Each Advertising Campaign has its own unique number ascribed to it by the Services when such Advertising Campaign is created.
Link is a text hyperlink included in an Ad, which redirects Users who accessed the Link using a Click to a Web Resource/website on the Internet with a URL specified by the Customer for such Ad.
Click is any of the following actions:
the User's click-through using a Link included in an Ad after such Ad is displayed to such User; or
the User's click-through using a mark on a web page that redirects Users to a special block containing an Ad.
Click-Through means redirection of the HTTP request from the User's browser to a Link from an Ad created within the Customer's Advertising Campaign and placed in Search Engines and on Web Resources using the Services following the Customer's Click on such Ad.
Ad Placement means the placement of Advertising Materials on Ad Spots on the Internet using the Services in accordance with the Settings, procuring Impressions of the Customer's Ads in Search Engines and/or on Web Resources.
Web Resource means a website or a set of integrated software/hardware and information intended to be published on the Internet and displayed in a text, graphic, or sound form.
Search Engine is a set of software and hardware with a web-based interface, intended for searching information online by Users.
Settings means the Customer's action of specifying the following parameters of an Advertising Campaign:
- address of a website for which the Service is provided;
- region for Advertising Campaign;
- keywords for placing an Ad;
- other important parameters of an Advertising Campaign designated by the Services.
Platform Holder is an owner and/or manager of websites, application programs, content, and/or other means of publishing information on the Internet, which it uses or provides for Ad Placement.
Platform is a set of Ad Spots used for Ad Placement.
2.1. The Ad Service is provided to the Customer based on the Agreement with the Contractor as long as there is an Order for the Ad Service and all the relevant provisions of this Schedule are met.
2.2. The Ad Service shall be deemed provided to the Customer after the Customer confirms the order on the Contractor's Web Server in the "Manage your account" section and following the initial Ad Placement (Advertising Campaign launch).
If there is at least one Advertising Campaign that was verified by the Services, then the money paid by the Customer for the Ad Service shall be automatically debited by the Contractor. The Customer may use these funds for any Advertising Campaign.
2.3. The Service term, i.e., the timeframe for Ad Placement, is subject to the Settings of Advertising Campaign specified by the Customer in the Services.
2.4. Advertising Campaign shall start after the Customer chooses all Advertising Campaign Settings and after the Services verify the Advertising Campaign's compliance with all the requirements listed in Clause 4.1. hereof. The Services may at any time conduct a repeat verification of compliance with the requirements listed in Clause 4.1. hereof.
2.5. If Advertising Campaign is not compliant with the requirements of this Schedule or applicable laws of the Russian Federation and/or if the Customer makes a mistake resulting in such non-compliance (including when this is discovered by an inspection conducted by the Services and/or the Contractor and/or authorized public body acting in their capacity), the Contractor shall be entitled to do the following without any refund:
2.6. The Contractor shall be entitled to set the number/frequency of Impressions, duration, Ad Spots, and other parameters of Ad Placement, except for parameters specified by the Customer in the Settings.
2.7. Advertising Campaigns created by the Customer shall be stored in subsection "Campaigns" of the Services for at least 12 (twelve) months after their completion. During this period, the Customer shall have access to the said Advertising Campaign. Upon expiry of this period, Advertising Campaigns may be deleted by the Contractor without any notice to the Customer.
2.8. The Ad Service is provided "as is." The Contractor shall not be held liable for any damages incurred by the Customer as a result of the Ad Service usage and/or inability to use the Service.
The Contractor shall deliver the Ad Service to the Customer only if it is technically feasible. Under no circumstances shall the Contractor be held liable to the Customer for poor quality of the Ad Services hereunder due to any events or actions beyond the Contractor's reasonable competence and control, including, but not limited to, the quality of Internet connection subject to quality of other providers' networks operation, the policy of traffic exchange between providers, and the Customer's hardware and software operation.
2.9. The Contractor shall be entitled to require the Customer to provide copies of certificates and/or licenses or other permits if advertised activities are subject to licensing in accordance with the applicable laws of the Russian Federation.
2.10. The Customer shall submit to the Contractor documents specified in Clause 2.9. hereof within 3 (three) business days after the Contractor sends via communication channels a request to submit such documents.
2.11. If the Customer fails to submit documents specified in Clause 2.9. hereof within the period specified in Clause 2.10. hereof, the Contractor shall be entitled to refuse the placement or suspend the placement of the corresponding Ads.
2.12. By accepting the terms of this Schedule, the Customer confirms that it orders the Contractor's Ad Service for its business activity and not for personal, family-related, or other purposes, and, therefore, consumer protection laws shall not apply to the relations between the Customer and the Contractor under this Schedule.
3.1. By ordering the Ad Service, the Customer gives its full and unconditional consent with the terms of this Schedule and the procedure of its amendment.
Any amendments to this Schedule shall be made by publishing the new version of the Schedule on the Contractor's Web Server. Any amendments shall become effective after publication on the Contractor's Web Server.
3.2. A Service order shall be made on the Contractor's Web Server in the "Manage your account" panel.
3.3. The Service order shall be deemed to be the Customer's consent to pay for the Service at a price effective on the order processing start date.
3.4. An Order shall be deemed ready for processing and shall be processed if there are sufficient funds in the Customer's Personal Account to pay for all Services listed in the Order. Any Order that is not ready for processing within 3 (three) months shall be deleted. The Customer can access the information of its Personal Account under the Agreement on the Contractor's Web Server in the "Manage your account" section ("Account balance").
3.5. For service delivery, the Contractor shall reserve in the Customer's Personal Account the funds in the amount of the full Service cost. The funds allocated for Service delivery may not be used to pay for other services. If the Service is canceled before its expiration date, money paid by the Customer for this Service shall not be refunded.
3.6. The Service cost is subject to the Settings selected by the Customer. The Services provide information on recommended cost of Advertising Campaigns. The Customer may either confirm its consent with the Ad Service provision based on the said parameters by placing an Order on the Contractor's Web Server in the "Manage your account" section or refrain from ordering the Ad Service after the receipt of information regarding its cost. The service shall be provided in the scope corresponding to the amount paid by the Customer.
3.7. The Customer may select any cost of the Service suggested by the Services in accordance with Addendum 2 to the Agreement.
3.8. Other payment, invoicing, and reporting issues shall be regulated by Addendum 4 to the Agreement.
3.10. The Customer agrees that Ad Placement will provide Platform Holders and all persons engaged in Service provision access to the content of such Ads, including all images and websites/URLs, contact information, and other information available on such websites/URLs, and to the data on User queries or Clicks.
3.11. The Customer acknowledges that it is authorized to provide such information/data, and the Customer grants to the Contractor and all persons engaged in Service provision under this Schedule all required rights for using, displaying, caching, submitting, storing, copying, changing, allocating, reformatting, reproducing, publishing, demonstrating, transferring, and distributing the Customer's Ads and any Advertising Campaigns of the Customer.
3.12. If an Advertising Campaign that was verified by the Services is suspended by the Customer, the payment for the Ad Service shall not be refunded.
4.1. The Customer unconditionally agrees that, when selecting Settings and creating Advertising Campaigns, it shall comply with the requirements of the applicable advertising laws of the Russian Federation, including the Federal Law No. 38-FZ "On Advertising" dated March 13, 2006, and comply with the requirements for Advertising Materials and/or Ads published on:
https://support.google.com/adwordspolicy/answer/1316548?rd=1 (Google Adwords).
The Customer shall be aware of the said requirements. The Contractor shall not be held liable for the Customer's late review of the aforementioned documents and for the consequences of late review or failure to review the said documents.
4.2. The Customer shall be solely liable for the compliance of the content of published Advertising Materials, Ads, and Advertising Campaigns with the applicable Russian laws, including laws on advertising and intellectual property protection.
4.3. . No use of the Ad Service is allowed for the purpose of engaging in any activities prohibited under the laws of the Russian Federation, including distribution and promotion of pornographic materials, calls for violence, extremism, government overtake, etc., or any activities detrimental to the public interest or the principles of humanity and morality, or offending human dignity, religious feelings, etc.
4.4. If the Customer fails to comply with the provisions of Clauses 4.1. and 4.3. hereof, the Contractor shall be entitled to perform actions stipulated in Clause 2.5. hereof with a one-time notice to the Customer via the communication channels.
5.1. To improve the quality of services, the Contractor shall be entitled from time to time to send messages about the Ad Service status to the Customer's contact e-mail address.
5.2. The said messages are not ad messages and serve solely for the purpose of informing the Customer about the operation of the Services with applied Settings selected by the Customer.
5.3. The Customer further acknowledges and warrants that it agrees to receive information:
- on the total number of Click-Throughs within an Advertising Campaign;
- on the number of performed and remaining Click-Throughs within an active Advertising Campaign.