OFFER FOR USER ACQUISITION TO THE WEBSITES
This document, hereinafter referred to as the “Offer”, establishes the legal relationship between My.com B.V., a legal entity duly established and operating under the legislation of the Netherlands, with its registered office: Barbara Strozzilaan 201, 1083 HN, Amsterdam, the Netherlands, represented by Managing Director A Elena Azarenko and Managing Director B Maxim Matveev, hereinafter referred to as the “Customer”,
and the person, hereinafter referred to as the “Contractor”, duly accepted the conditions of this Offer.
By accepting the terms of this Offer, the Contractor enters into a contract for the provision of services to attract users to the websites, hereinafter referred to as the Offer.
1. Under this Offer, as well as the execution of the contract, the Contractor shall provide the Customer with Services for user acquisition to the websites ok.ru, mail.ru and vk.com (hereinafter referred to as «Website», «Websites»), by providing Internet users with access to the Contractor’s software through the Website’s interfaces, hereinafter referred to as the Service, and the Customer shall pay the Contractor a fee for the services rendered in the amount of and in the manner established by rules of each Website, established in appendixes No 1 (https://legal.my.com/us/social/rules_ok_mail) and No 2 (https://legal.my.com/us/social/rules_vk/) (hereinafter referred to as Rules).
1.1. This Offer applies only to those Rules to which the Contractor will join by signing appendixes (No 1, No2 or both) containing all essential terms and conditions, including payment.
1.2. This Rules make an integral part of the Offer between the Customer and the Contractor and shall come into force on the day of its execution and shall remain in force within its validity term.
2. The condition for joining this Offer is the execution by the Contractor of the following actions:
2.1. The Contractor transition by reference https://contractors.mail.ru/registration/step1?from_mycom=1 and filling registration form. Upon filling all the required fields in the registration form and using button «Create» (or similar) the Offer is considered to be accepted by Contractor.
2.2. Software connection to the Website hardware and software appliance.
2.3. The Contractor use a unique login and password to access the personal cabinet received by the Contractor upon registration or otherwise established in the Rules.
2.4. The Contractor guarantees that the software to which it creates access does not contradict the applicable law, in particular, does not violate the copyright and related rights of third parties, intellectual property rights, privacy, honor, business reputation, meet the standards of morality and ethics, and also the Rules.
2.5. The Customer has the right to unilaterally for any reason refuse to place the application of the Contractor.
3. This 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 this 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.
4. The Customer has the right to unilaterally change the terms of the Offer by posting a new edition on the Websites or making changes, provided that the Customer notifies the Contractor by the Contractor's personal cabinet. Changes take effect from the moment the modified text is posted on the Website at the address: https://legal.my.com/us/social/offer/ The Contractor undertakes to regularly regularly get acquainted with the new editions and follow the Offers of the new editions.
The Contractor has the right to disagree with the new terms of concluding the Offer by sending a written notice (rejection) to the Customer within 3 (three) days from the date of publication of the changes on the Site. Non-receipt from the Contractor of a written notice (refusal), as well as any execution of the Offer after the changes come into force, is considered the consent of the Contractor with the new conditions and the conclusion of the Offer under the new conditions.
5. In case of receipt by the Customer of a notice (refusal), the concluded Offer is considered terminated at the initiative of the Contractor upon the expiration of 10 (ten) calendar days from the date of receipt of the notice (refusal).
6. The Offer is considered to be concluded for an indefinite period.
7. The Offer may be terminated by written agreement of the Parties.
8. The Contractor has the right to terminate this Offer unilaterally, subject to written notification of the Customer 30 (thirty) working days before the expected date of termination.
9. The Customer has the right to terminate this Offer unilaterally, subject to the sending of a written notice of termination to the address specified by the Contractor during the registration procedure. Confirmation of the Customer’s intentions to terminate the Agreement is, inter alia, blocking the access of third parties to the Contractor’s Software on the Customer’s website.
10. The invalidity of any of the provisions of the Offer does not entail the invalidity of the Offer as a whole.
11. This Offer remains in force in case of changes in the details of the Parties, changes in their constituent documents, legal form, change of ownership of one or both Parties.
12. In the event of a change in the details of one of the Parties specified in this Agreement, such Party undertakes to notify the other party about this within 3 (three) business days.
13. Written documents (including notifications, letters, claims and etc.) hereunder shall be forwarded from one of the Party to another by a courier or a registered mail. Copies of such documents can be send by fax or email followed by a mandatory forwarding of original copies of the sent documents.
14. The Customer shall be entitled to require from the Contractor sealed copies of documents required by applicable legislation, i.e. Tax residency Certificates, a document by virtue of which, a representative of the Contractor is authorized to execute any of documents relating hereto, as well as other documents, as requested by the Customer, provided that any of such documents does not constitute a confidential information and/or a trade secret of the Contractor. The documents stated herein shall be provided within fifteen (15) calendar days from the day when required.
15. PERSONAL DATA
15.1. The Contractor acknowledges that the information data received in connection with the performance of the contract may, as applicable, contain the personal data.
15.2. The Contractor acknowledges that parties each serve as an independent Controller with respect to personal data provided under the contract.
15.3. The Contractor, acting as the Controller of personal data, agrees to comply with all applicable laws, including applicable data protection laws (including Regulation (EU) 2016/679, hereinafter referred to as the “GDPR”), including fulfillment of all duties required of Controllers under applicable data protection laws. The Contractor shall implement and maintain all appropriate technical and organisational measures, including all measures required pursuant to Article 32 of the GDPR, to ensure security of the personal data including protection against unauthorised or unlawful processing (including without limitation unauthorised or unlawful disclosure of, access to and/or alteration of the data) and against accidental loss, destruction or damage of or to it. Such measures shall ensure best practice security and be compliant with applicable data protection law at all times.
15.4. Each of the parties, acting as a Controller, has the sole and independent obligation (as between the parties) to receive and manage data subject requests regarding their respective personal data, including without limitation any request to access, correct, amend, restrict processing of, port, object to the processing of, block or delete personal data.
15.5. If applicable, and to the extent legally permitted, the Contractor will provide the Customer upon request with reasonable cooperation and assistance in relation to any correspondence, inquiry, or complaint received from a regulator, individual, supervisory authority, court, or other third party.
15.6. Where the Parties are independent Controllers, each party may appoint third party data processors to process personal data for the purposes set forth in the contract, provided that such data processors (i) agree in writing to process personal data in accordance with the contract and any other contractual agreements between the parties; (ii) implement appropriate technical and organizational security measures to protect the personal data against a security incident, in compliance with the standards required by applicable data protection laws; and (iii) otherwise provide sufficient guarantees that they will process the personal data in a manner that will meet the requirements of applicable data protection laws, including all requirements under the GDPR Article 28.
15.7. Each of the Parties agrees that personal data originating in the EEA or Switzerland, or other countries or jurisdictions recognizing the GDPR or EU Directive 95/46/EC (such locations collectively, the “Covered Areas” and such data, “European Data”) shall not be transferred to a jurisdiction outside the Covered Areas unless the transfer is subject to an Approved Transfer Mechanism.
15.8. The Contractor undertakes to provide the Customer with the information necessary to demonstrate compliance with the Contractor's obligations in terms of the data protection and to cooperate in the implementation of an audit by the Contractor, or by an auditor appointed by the Contractor, within the limit of one (1) audit per year and subject to notification by the Customer with fifteen (15) days' prior notice, except in the case of an audit requested by a supervisory authority.
15.9. The Contractor undertakes to notify the Customer, at the earliest opportunity after becoming aware of it, of any claim of a data subject relating to the processing of his/her personal data for the purposes of performing the contract and any injunction or order issued by a regulatory, administrative and/or judicial authority relating to the processing of the personal data for the purposes of performing the contract.
15.10. The Contractor undertakes to notify the Customer of any violation of the personal data, at the earliest opportunity, after becoming aware of it. Such notification shall include the nature of the breach, the estimated number of persons involved in the breach, the categories and estimated number of the data involved, the likely consequences of the breach and the measures taken, or that the Contractor proposes to take, so as to mitigate the likely consequences of the breach and the contact details of the contact person able to provide information with regard to the breach.
15.11. The Contractor shall, immediately on demand, fully indemnify the Customer and keep the Customer fully and effectively indemnified against all costs, claims, demands, expenses (including legal costs and disbursements on a full indemnity basis), losses (including indirect losses and loss of profits), actions, proceedings and liabilities of whatsoever nature arising from or incurred by the Customer in connection with any failure of the Contractor or any third party appointed by the Contractor to comply with the provisions of this clause 15 and/or applicable data protection law in respect of its processing of the data.
15.12. The Contractor hereby agrees to and hereby enters into, as applicable, the applicable Model Clauses, the terms of which are hereby incorporated by reference into and form part of the contract.
16. Addresses, banking details and signatures of the Parties:
Registered address Barbara Strozzilaan 201, 1083 HN, Amsterdam
Correspondence address Barbara Strozzilaan 201, 1083 HN, Amsterdam
Trade register number 56701527
DUNS number (EIN in US) 490874928
Managing Director A
Managing Director B