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This document, hereinafter referred to as the “Offer”, establishes the legal relationship between MGL MY.COM (CYPRUS) LIMITED (registration number: HE 367552) with its registered office located at 28 Oktovriou, 365 VASHIOTIS SEAFRONT, office 402 Neapoli, 3107, Limassol, Cyprus, 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 at http://legal.my.com/us/social/offer/;
- The Provider’s transition by reference to http://reg.my.com 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 Social network 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_vkcom;
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:
Social Network (Website) shall stand for the multifunctional website located at https://vk.com, intended for interactive Users' communication and using certain program options, including interactive games, VK mini apps, 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 registered at the Social Network and authorized by the personal account in the Social Network, and practicing 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 game, VK mini app, 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.
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.
Interstitial means a type of Advertising, demonstrated to the Users in the Applications for WEB platform, including mobile WEB Applications, in-between in-game events of the Application.
Native Interstitial means a type of Advertising, demonstrated to the Users of Android Applications in-between in-game events of the Application.
Rewarded Advertising - a type of Advertising, demonstrated to the Users in the Applications for WEB platform, including mobile WEB Applications, for the subsequent reward to such Users.
Native Rewarded means a type of Advertising demonstrated to the Users of Android Applications for the subsequent reward to such Users.
Native Banners means a type of Advertising demonstrated to the Users of Android or iOS Applications as a banner.
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. The Provider shall not use third-party advertising monetization systems (banner and teaser networks, CPA systems, and others) and third-party media advertising display systems.
5. The Customer shall be entitled to refuse to place the Advertisement within the Provider’s Application without giving reasons.
6. 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:
and includes all applicable taxes, including but not limited to VAT, sales and use tax, etc.
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 forty five (45) calendar days from the end date of the respective Reporting Period on the basis of the certificate provided in accordance with clause 10 herein. 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. The Provider has the right to independently determine the amount of the Provider's fee payable for the Reporting Period within the cost of services rendered, determined on the basis of the Customer's Statistics Data, if the fee is ten thousand (10,000) or more Russian rubles.
9. If the Customer reveals the facts of fraud when displaying Advertising, including but not limited to automatic increase in ad views without or with the use of bots, the Customer has the right to correct the Customer's Statistics Data and take it into account when calculating the Provider's fee. In addition, the Customer has the right to block the Provider's Account, as well as completely and partially disable / block / delete the Provider's Application (s) placed in the Social Network, or refuse to place Advertising in the Application.
10. 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 in the form provided in Annex No. 1 to this Contract, and the invoice.
11. 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 the Provider using the software of the Customer.
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. The Customer includes to and Provider refers to an invoice specific instructions and information in relation to taxes and currency exchange rates used to calculate fee and/or applicable taxes within the EU and/or any similar guides and regulations in respect of the taxes and currency exchange rates calculations.
13. This Contract shall be effective within 1 (one) year from the moment of acceptance of the Offer. 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. This Contract, its conclusion and performance shall be construed and governed by the laws of England and Wales. Any dispute arising out of or in connection with this Contract, 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.
21. This Offer is effective from July 1, 2022. The Contract is effective from the moment of its acceptance by the Provider on the terms stated in Section 1 hereof.
22. The Customer reserves the right to revise the terms of this Contract by updating the terms of the Contract at https://legal.my.com/us/social/offer_ad_vkcom, or by notifying the Provider by e-mail. The revised Contract comes into force on the date on which it is published. The Provider is advised to check the above website periodically for notices concerning such revisions. The Provider’s failure to take the actions of familiarizing himself/herself may not be the ground for failure to fulfil the Provider's obligations and the Provider’s failure to observe the limitations established hereby.
23. In case the Provider is not satisfied with the amendment of the Contract, the Provider may terminate the Contract within three (3) days from the date of publication of the revised Contract by written notification of the Customer thereof. The lack of such notice or the Provider’s continued performance under the Contract shall be deemed to constitute acceptance of any revised terms.
24. The Customer may transfer, novate and/or assign any of its rights and obligations under this Offer including the right to demand payment, as well as delegate them to third parties without the Contractor’s consent upon a written notice to the Contractor. The Contractor may not transfer, novate or assign any of its rights and obligations under this Offer, as well as delegate them to third parties without the Customer’s consent.
July 01, 2022
Annex No. 1
to the Offer for advertisement placement services
(version from 07/01/2022)
[FORM]
Certificate for the services rendered
Certificate for the Reporting period: ___________ 20__.
№ | Application title, APP_ID | The number of Rewarded Ads impressions in the Application | The number of Interstitial Ads impressions in the Application | The number of Native Rewarded Ads impressions in the Application | The number of Native Interstitial Ads impressions in the Application | The number of Native banners impressions in the Application | Provider’s fee for the Reporting period |
1 | |||||||
Total fee: _________________________________ Russian Rubles.
Statistics Data for ___________ 20__.
The Provider:
____________________________________
__________________ / ______________________ /
