Version as of October 01, 2020
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 “Provider”, duly accepted the conditions of this Offer.
1. By accepting the terms of this Offer, the Provider enters into a contract (hereinafter referred to as the “Сontract”) for the provision of the Services of Advertisement Placement within the Application by demonstration of the Advertisement to the Social Network Users through the website interface, hereinafter referred to as the “Services”
1.1. The condition for joining this Offer is the execution by the Provider of the following actions:
- The Provider joined the Offer for user acquisition to the websites https://legal.my.com/us/social/offer
- The Provider’s 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 Provider.
- Software connection to the Website hardware and software appliance.
- The Provider use a unique login and password to access the personal cabinet received by the Provider upon registration or otherwise established in the Rules to the Offer for user acquisition to the websites (hereinafter referred to as «Rules»).
- The Provider guarantees that the software to which it creates access and information content 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.
1.2. The Customer has the right to unilaterally change the terms of the Offer by posting a new edition on the Websites or making changes. Changes take effect from the moment the modified text is posted on the Website at the address: https://legal.my.com/us/social/offer_ad The Provider undertakes to regularly get acquainted with the new editions and follow the Offers of the new editions.
1.3. The Provider 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 Provider 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 Provider with the new conditions and the conclusion of the Offer under the new conditions.
Terms and Definitions:
Websites shall stand for the websites in the Internet, including the social networks, the rights for administration of and/or the rights to information publication on, and/or in respect of which the rights to conclude the respective contracts belong to the Customer, including www.odnoklassniki.ru, as well as mobile versions of the specified websites and official applications of for telephone and computer devices distributed through other distribution platforms.
Social Network shall stand for the multifunctional website located at https://ok.ru, intended for interactive Users' communication and using certain program options, including Social Games, as well as the mobile versions of the specified website and official applications of for telephone and computer devices distributed through other distribution platforms.
User shall stand for an individual having concluded the License Agreement with the Customer for using of the Social Network authorized by the personal account in the Social Networks and practising access to the Application placed in the Social Network and its using.
Application shall stand for the software/interactive service of the Provider placed in the social network (whereof the Right Holder is the Provider having passed the procedure for the respective registration in the Website), including the interactive online game, except for the Provider’s software products through which the remote sales of goods, services or rights to the results of the intellectual property are performed. The Application shall as well stand for the interactive game or application for the mobile platforms placed in a separate section of the Mobile Client of the Social Network, whereof the Right Holder is the Provider having passed the procedure for the respective registration in the Website.
Mobile Client of Social Network shall stand for the Social Networks applications for the mobile devices placed on the Mobile Platforms, as well as the version of the website of the Social Network for the Mobile Platforms.
Mobile Platform shall stand for the platforms allowing the owners of the mobile devices to acquire and install Applications for their mobile devices. For the purpose of the Contract the Parties shall admit App Store, Google Play as the Mobile Platforms.
API (“Application Program Interface” or the “Interface”) shall stand the set of rules and agreements related to the call and procedure formats determining the order of the software products interaction.
Reporting Period shall stand for one (1) calendar month unless otherwise provided.
Account shall stand for the register entry made by the Provider in the Website and containing information on the Provider. The Account shall be accessed through the Member Area.
Member Area shall stand for the private area of the Website which allows moving within the framework of the informational space allocated to the Provider for the purpose of familiarization with the Statistics Data. To log in the Member Area the unique login and password obtained by the Provider when registering on the Website shall be used.
Statistics Data shall stand for the data on the number of the sessions of the Advertisement demonstration to the Website Users in the Reporting Period generated by the Customer based on the results of automated processing and available for the Provider in the Member Area for studying.
Advertisement shall stand for the information distributed by the Provider in the Application, addressed to indefinite audience and focused on attraction of attention to the object of advertisement, generation or keeping interest thereto and promotion thereof in the market.
2. The Customer shall pay the fee to the Provider for the services rendered in the amount and in accordance with the procedure established in this Contract.
3. The Advertisement for placement within the Application shall be submitted by the Customer through API upon request of the Provider. The Customer shall independently carry out all the settlements with the advertisers. In case of claims of the third parties filed in respect of the Advertisement placement, the Customer shall independently and at its own expense settle the claims.
4. The Provider shall independently determine the type of the Advertisement through API.
5. The Customer shall be entitled to refuse to submit the Advertisement to the Provider without giving reasons.
6. The cost of the Provider’s Services shall be determined depending on the number of sessions of the Advertisement demonstration to the Social Networks Users in the Application based on the cost of one thousand (1,000) demonstration sessions.
The cost of the Provider’s Services of Advertisement Placement within the Application shall be determined depending on the number of sessions of the demonstration to the Users based on the cost of one thousand (1,000) demonstration sessions, equal to:
7. Once a month the Parties shall calculate the Provider’s fee exclusively on the basis of the Customer’s Statistics Data only, within not more than five (5) business days from the end date of the Reporting Period, besides, the fee payment shall be made within the period not exceeding sixty (60) calendar days from the end date of the respective Reporting Period. Besides, the Parties have agreed that the fee shall not be paid out to the Provider, if the amount thereof in the respective Reporting Period is less than ten thousand (10,000) Russian rubles. In this case the fee shall be paid out to the Provider at the end of the Reporting Period in which its amount exceeds ten thousand (10,000) Russian rubles, or upon termination / expiry of this Contract.
8. Settlement and payment of the fee to the Provider shall be performed upon the results of each Reporting Period on the basis of the Customer’s Statistics Data.
9. The Provider no later than 5 (five) business days from the date of the expiration of the Reporting Period/of receipt of the Customer’s Statistics Data for the respective Reporting Period, sends the Certificate and the Invoice.
10. The Certificate and the Invoice executed on the basis of the Statistics Data shall be submitted to the Customer in the electronic scanned form signed and sealed by the authorized representative of the Provider and be the basis for settlements performing. The electronic documents shall be sent by thee Provider using the software of the Customer.
11. In case of discrepancies in the Statistics data and the Billing data, within 3 working days after receipt of the Certificate and the Invoice, the Customer electronically notifies the Provider of a reasoned and reasonable refusal of the Certificate. In this case, the Provider has the right to reasoned and reasonable reject the answer received, with written reasons attached. In this case, the Parties undertake to resolve the issues in dispute, make the necessary corrections to the documents and approve them no later than 3 working days from the moment the Provider receives a reasoned refusal. In the absence of a reasoned refusal, the Certificate and the Invoice shall be deemed accepted, the services for the relevant Reporting period shall be rendered properly. The Provider undertakes to send the original Certificate and the Invoice before the end of the month following the reporting month.
12. The Provider’s Services shall be paid for in Russian rubles. The Customer shall be deemed fulfilled its obligation on payment from the date of writing money off its settlement account. Each Party independently calculates and pays all applicable taxes in accordance with the laws of the state of which it is a resident.
13. This Contract shall be effective till December 31, 2020. In case none of the Parties claims for the Contract termination in thirty (30) calendar days prior to expiry hereof, it shall be tacitly prolonged for each next year.
14. This Contract may be terminated as agreed in writing by the Parties or otherwise in accordance with the applicable law and the terms and conditions hereof.
15. The Provider shall be entitled to unilaterally terminate this Contract subject to the written notice to the Customer in thirty (30) business days prior to the expected date of termination.
16. The Customer shall be entitled to unilaterally terminate this Contract, if the written notice of the termination is sent to the address specified by the Provider in the course of the registration procedure.
17. Invalidity of any of the provisions of this Contract shall not result in invalidity of the Contract as a whole. If any provision of this Contract is or becomes illegal or unenforceable, that provision shall be enforced to the maximum extent permissible and/or amended to achieve as closely as possible the effect of the original term, and the remaining provisions of this Contract shall remain in full force and effect.
18. This Contract 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.
19. In case of change of details of the Provider specified herein, Provider shall inform the Сustomer thereof within three (3) business days.
20. The disputes between the Parties, as well as between the Parties and the third parties related to conclusion, performance and termination of the Contract shall be subject to consideration in the Arbitrazh Court for Moscow (Moscow City Commercial Court). Besides, observance of the pre-trial claiming procedure shall be obligatory. The claims shall be sent bearing the signatures of authorized representatives of the Parties and shall be considered by the Party received the claim within ten (10) calendar days from the date of receipt thereof.
21. This Contract is effective from the moment of its acceptance by the Provider on the terms stated in Section 1 hereof.
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 Elena Azarenko
Managing Director B Maxim Matveev