Archive: Offer for legal entities of non-residents of the RF (VK Ads clients)

This document (the “Offer”) is a formal proposal of VK LLC (Limited Liability Company) (OGRN (Primary State Registration Number) 1027739850962, 39 Leningradskiy prospect, building 79, Moscow, Russian Federation, 125167) (the “Company”) to conclude a paid service contract between the Company and you (the “Advertiser”) under the terms and conditions set forth in this Offer. This offer is not a public offer.

1.1. The Contract on the terms and conditions of this Offer (the “Contract”) shall be concluded between the Parties at the time of acceptance by the Advertiser of the terms and conditions of this Offer. Acceptance of the Offer with clauses shall not be allowed.

1.2. The acceptance of this Offer shall be carried out by the Advertiser in the aggregate performance of the following actions, unless otherwise agreed by the Parties: (a) when a checkmark is put to confirm reading the Offer and acceptance of its terms and conditions, when registering in the VK Ads System at https://ads.vk.com/, and (b) when the Advertiser actually starts providing services hereunder.

1.3. The special procedure for accepting the terms and conditions of the Offer by putting a checkmark shall be determined by the interface of the VK Ads System. The Advertiser cannot register in the VK Ads System and gain access to the Account without confirming acceptance of the terms and conditions of the Offer.

1.4. By accepting this Offer, the Advertiser acknowledges and confirms that it has read and agrees to the Advertising Services Rules for direct advertisers published at: https://ads.vk.com/, the Company Requirements to the Advertiser’s Advertising Materials (content and form of placement) published at: https://ads.vk.com/; the Procedure and parameters of advertising materials placement published at: https://ads.vk.com/ (the “Rules”). Rules specified in this Clause may be amended by the Company unilaterally. The Advertiser shall independently read the terms and conditions to advertising materials placement listed in Сlause 5 hereof.

1.5. By signing this Contract, the Advertiser unconditionally agrees with the Rules and any other requirements asserted by the Company hereunder.

2.1. A prerequisite for Placement Services provision in the Company Information Ecosystem and an opportunity to review Statistics, is registration of the Advertiser in the Company System in a manner provided for by the Rules.

2.2. Placement Services shall be rendered by providing the Advertiser with an opportunity of independent placement of advertising materials in the Company Information Ecosystem, within the Placement Place allocated to it by the Company System, subject to compliance of the Advertiser with the Company requirements, the Russian laws and international regulations. Advertising materials shall be placed in accordance with the Company System parameters published at: https://ads.vk.com/, that determine advertising materials placement terms.

2.3. The Advertiser shall provide the Company with accurate and complete information about the Advertiser in accordance with clause 16 of Article 18.1 of Advertising Law of the Russian Federation, as well as choose one of the means to provide this information to consumers proposed by the Company, if applicable. The Company may not place Materials or stop placing them if the Advertiser violates this condition. In case of non-performance or improper performance of this paragraph by the Advertiser, if it caused damage to the Company, the Advertiser is obliged to compensate such damage in full on demand of the Company, including expenses incurred by the Company in case of its contestation in court.

2.4. By accepting this Offer, the Advertiser also accepts the terms of the License Agreement for the use of the counter top.mail.ru as a Licensee at https://help.mail.ru/legal/terms/top/LA/eng.

3.1. Pricing policy for Placement Services is indicated in the Rules.

3.2. Performing certain actions (including, but not limited to pressing the button “Create a Company” or any other button in the Personal Account), the Advertiser completes selection of promotional materials placement parameters suggested by the Company System, and expresses its consent to the Placement Services cost (Placement Services cost is displayed in Personal Account VAT excluded) and advertising materials placement terms. Currency of Placement Services cost is Russian rubles.

3.3. Cost of Services includes VAT, the amount thereof is established in Сlause 3 of Article 164 of the Tax Code of the Russian Federation.

3.4. Unless otherwise is agreed by the Parties and is specified in the respective Appendix or Addendum to the Contract, Placement Services shall be paid by the Advertiser upon terms of full prepayment (100%) of the respective advertising materials placement cost.

3.5. Payment for Placement Services shall be made by wire transfer or other means specified in the Rules.

3.6. Unless otherwise is agreed by the Parties and provided for by the respective Appendix or Addendum to the Contract, on a monthly basis the Company shall issue and send to the Advertiser an Acceptance Certificate of Placement Services (the “Certificate”) evidencing the fact of provision of services in the Reporting Period, within seven (7) business days as of the end of the Reporting Period. The Certificate is generated in electronic form in the Company System.

3.7. The Reporting Period shall be one (1) calendar month.

3.8. The Advertiser shall sign and send the Company’s copy of the Certificate of substantiated refusal from its signing within five (5) business days from the date of receipt. If within the specified term the Advertiser fails to send the Certificate to the Company or its substantiated refusal, and if the Company does not receive the Certificate or a refusal within twenty (20) calendar days as of the date of sending to the Advertiser, the Certificate shall be deemed signed, and the services — properly rendered and accepted by the respective Parties.

3.9. The Company shall issue a detailed invoice to the Advertiser within the term provided for by the applicable Russian laws.

3.10. The Parties have the right to use the electronic document management system (hereinafter referred to as “EDMS”), which allows to sign documents with an electronic signature (hereinafter referred to as “ES”).

3.11. Instead of the Certificate of Delivery and Acceptance and the invoice, the Parties shall be entitled to use the universal transfer document (hereinafter referred to as the “UTD”) in the manner and time limits specified by the Parties for signing the Certificate of Delivery and Acceptance of the Services.

4.1. The Advertiser shall be liable for violation of the terms set herein for payment of Placement Services rendered by the Company. In case of delay in payment for the services rendered, the Advertiser shall pay a penalty to the Company in the amount of zero point one percent (0.1%) of the payment amount for each day of the delay. Payment of the penalty shall not release the Advertiser from payment of the principle debt according to the invoices issued.

4.2. The Company is entitled to provide the Advertiser with an opportunity of targeting advertising materials in the Company System with user data (the “Users” or “Advertiser’s Users”) available to the Advertiser, provided that the Advertiser obtained consents of the Advertiser’s Users in accordance with the applicable laws for any actions with their data at the Advertiser’s disposal, limited to phone numbers, e-mail addresses, social network identifiers, advertising identifiers (depending on a certain list of data transmitted by the Advertiser through the Company System) for the purpose of targeting advertising materials at the Company and/of the third parties Website. If the Company receives claims of the Users and/or rulings, notices and other regulations of the regulatory authorities associated with absence of the said consent, the Advertiser shall resolve such disputes by its own efforts and at its own expense, and reimburse the Company for incurred losses in full, including litigation expenses and penalties imposed by regulatory authorities.

4.3. If the Advertiser is provided with targeting services of advertising materials through the Company System with data of Users at the Advertiser’s disposal, according to Article 6 of Federal Law No. 152-FZ dated 27 July 2006 “On Personal Data”, regarding Clause 4.2 hereof, the Advertiser shall instruct the company to process data of the Advertiser’s Users for the purpose of performance hereunder with the following actions: recording, storage, use of data of the Advertiser’s Users; specification of data of the Advertiser’s Users; aggregation of data of the Advertiser’s Users through the Company System; systemization, analysis of data of the Advertiser’s Users. The Advertiser instructs the Company to perform the said actions (operations) with data of the Advertiser’s Users within duration of the Contract and for its purposes.

4.4. The Company shall ensure confidentiality of data of the Advertiser’s Users processed at the Advertiser’s instruction in scope hereof. The Company shall be liable to the Advertiser for compliance with the terms and conditions hereof during processing of data of the Advertiser’s Users, specifically, during performance of actions provided for by Clause 4.3 hereof.

The Advertiser asserts the following requirements to protection of the processed data of the Advertiser’s Users, and the Company shall adhere to:

• arranging the security regime for the premises in which the Company System is located, which processes the data of the Advertiser’s Users, preventing the possibility of uncontrolled entry or stay in such premises by persons who do not have the right to access such premises;
• ensuring security of media containing data of the Advertiser’s Users;
• determining list of persons granted with access to data of the Advertiser’s Users processed by the Company System due to their job (employment) duties;
• appointing an officer responsible for security of data of the Advertiser’s Users.

4.5. The Advertiser shall inform the Company on all revocations of consent to processing data of the Advertiser’s Users or termination of processing data of the Advertiser’s Users by the Advertiser due to any other reasons.

4.6. If, as part of the provision of the Services, the Company provides the Advertiser with the technical function to independently collect and process personal data of Users, the Advertiser, as a personal data controller, undertakes to carry out such collection and processing only upon receipt of the appropriate legal basis. The Advertiser independently ensures confidential storage and complies with the requirements for the protection of personal data, and also guarantees that third parties do not have access to such data in the Personal Account. If the Advertiser involves the Company or third parties in the processing of personal data, the Advertiser is obliged to entrust the processing of personal data to such third parties in accordance with the legislation.

The Advertiser shall not use technological functions (tools) provided by the Company to collect information prohibited by law or Company's rules, in particular

• information related to a bank card such as PAN, CHNAME, EXP.DATE, SERVICE_CODE, TRACK, TRACK2, chip data, CVV2, CVC2, CVP2, PPK2, PIN, PIN-Block, etc. and other personal financial information such as current account number, crypto-purse, etc.
• information regarding the user's race, nationality, political views, religious or philosophical beliefs, health condition, intimate life,
• any user authentication data (including passwords, PINs, etc.),
• criminal, administrative or disciplinary records,
• information about the domicile /residence of the user as precise as the house and street,
• information that may be considered a state secret.

The Advertiser may not use the collected information for purposes not related to the provision of advertised services, products or services to the User.

If the Advertiser breaches this clause, the Company may terminate the Agreement unilaterally and the Agreement shall be deemed terminated from the moment the relevant notice is sent to the Advertiser.

5.1. This Contract is concluded for an indefinite term.

5.2. This Contract may be terminated upon written agreement of the Parties or otherwise in accordance with the laws of the Russian Federation and/or in the manner provided by the Contract and/or the Rules.

5.3. Any Party is entitled to terminate this Contract unilaterally by written notice sent by registered mail with acknowledgment of receipt to the other Party ten (10) business days prior to the expected termination date.

5.4. Invalidity of any of this Contract provisions shall not lead to invalidity of the other provisions or the Contract in general.

5.5. This Contract shall remain in force in case of changes in details of the Parties, amendment of their constituent documents, form of incorporation, change of control of one of the Parties or both Parties.

5.6. In case of change in the details of one of the Parties specified herein, such Party shall notify the other Party to the effect within three (3) business days.

5.7. The applicable Contract version is published at: https://ads.vk.com/. The Company is entitled to change and supplement the Contract at any time (including Terms and Conditions). The Advertiser shall review the terms and conditions of the Contract (including the Rules) on a regular basis. Amendments of the Contract shall come into force as of publication date. Next to that, the Company shall inform the Advertiser on the amendments by any available means, including a notice in VK Ads System or via e-mail.

5.8. If the Advertiser does not agree with the new revision of the Contract (including Terms and Conditions), the Partner shall send to the Company a written repudiation notice within seven (7) business days as of the effective date of new Advertiser’s revision; otherwise, the new Contract revision shall be deemed accepted by the Advertiser.

6.1. The invalidity of one of the provisions of the Contract shall not entail the invalidity of the remaining provisions of the Contract or the Contract as a whole.

6.2. The conclusion and execution hereof is governed by the legislation of the Russian Federation. All disputes between the Parties shall be resolved in the Arbitration Court of Moscow.

6.3. All terms used herein and indicated in capital letters, shall have the meaning according to Terms and Conditions.

6.4. The Contract (including Terms and Conditions), as well as addenda hereto, constituting its integral part, shall constitute the entire agreement between the Parties on the subject matter of the Contract and shall cancel all previous agreements between the Parties, both written and oral.

6.5. The Partner shall not be entitled to transfer any of its rights or obligations hereunder, either by law or for any other reason, without the prior written consent of the Company (which should not be unreasonably refused).

6.6. Unless otherwise expressly provided for by the Contract, all notices shall be sent by the Parties by registered mail with acknowledgment of receipt or by courier, while the respective expenses shall be paid by the sender. The stated documents may be additionally transmitted via electronic mail and/or fax.

Revision as of 20 December 2022

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