Terms of participation in Veezy advertising network
1 TERMS AND DEFINITIONS
1.1 For the purposes of this document the terms below have the following meaning:
Acceptance of the Offer – the implementation of the actions provided for in clause 3.1 of the Offer, which provide for the unconditional fulfillment of all the conditions stipulated by the Offer and documents that are an integral part of the Offer. Acceptance of the Offer entails the conclusion of the Agreement only upon the occurrence of the events provided for in clause 3.1.4 of the Offer.
Statistical data – data and information in the form that is presented and/or provided by the Veezy to its Partner which may lead to an increase in the number of Clicks, Impressions, other parameters of interaction between the Parties as well as the amount of the Partner’s remuneration.
Agreement – an agreement for participation in an advertising network. The agreement is subject to the Services rendered to the Partner provided for by the Offer, but not limited to the rules, concluded in the manner provided for in clauses 3.1 – 3.2 of the Offer.
Click – reference (transfer) of the User to the hyperlink contained in the Advertisement, including, but not limited to, installing of applications from the mobile application store, opening of a mark on a web page containing an online map, opening of an application.
Reporting Period – the calendar months in which the Partner provided Services to Veezy in aggregate for an amount not less than specified in clause 4.4 of the Offer unless otherwise provided by the Offer.
Offer – this document, “Terms of participation in the Advertising Network Veezy", posted on the Internet at https://veezy.one/veezy-network/ including all documents that are part of the Offer.
Partner – an individual, individual entrepreneur or legal entity that is a resident of the Russian Federation (in the structure of the currency legislation of the Russian Federation) that has accepted the Offer.
Partner interface – a software interface designed for remote interaction of the Parties in the performance of the Agreement, exchange of information and transfer between the Parties, but not limited to interaction. The partner interface contains statistics, information about the Partner, Partner Resources, the amount of the Partner’s remuneration as well as other information maintained by Veezy. The procedure and conditions for access to the partner interface are described in clause 3.4 of the Offer.
User – any person who is a visitor to the Resources including the Partner’s Resources.
Metrics – Ads on Ad Spaces.
Advertisements – advertising materials of any size that can be displayed in the form of text, images, video, audio, media files of any type, interactive elements, code, hyperlinks as well as any combination of them. For the purposes of the Offer Advertising means the described above promotional materials to be placed by Veezy and/or Advertisers.
Advertising space – a space allocated in the design (code) of a suitable Resource and intended for displaying an Advertisement.
Advertisers – third parties which concluded an agreement with Veezy the subject of which and / or the result of the execution of which is the placement of Advertisements on the Partner’s Resources.
Advertising Code – a program module in HTML or other code format embedded by the Partner into the code of the Partner’s Resources intended for use in the Veezy System for the purpose of displaying Advertisements on the Partner’s Resources.
Resources – sites on the Internet (including versions for desktop computers, tablets and / or mobile devices), programs for computers, applications for mobile devices, other digital media as well as their content and their elements (information, files and other data included in the Resources).
Partner Resources – Resources connected by the Partner to the Veezy service. In rare cases, including in conjunction with clause 2.2 of the Offer, the Partner’s Resources as well as their elements may be presented by the Partner to Users with usage of Veezy software and hardware.
Veezy System – a set of software and hardware owned by Veezy and/or used by Veezy designed to interact with the Partner’s System which ensures the display of Ads on Advertising Spaces (if applicable) as well as to record Statistics Data.
Partner System – a set of software and hardware owned by the Partner and / or used by the Partner designed to interact with the Veezy System to ensure the display of Ads on Advertising Spaces (if applicable).
Parties – Veezy and the Partner.
Test Period – the period of non-chargeable interaction between the Individual Partner and Veezy preceding the first Reporting Period during which the Partner sets up and tests the Advertising Code. The test period ends at the moment the Partner performs the actions described in clause 3.1 of the Offer and which are the Acceptance of the Offer. Until the end of the Test period, the amounts of the balance of the Partner’s account are of a purely technical nature.
Services – technical services described in section 2 of the Offer that the Partner provides to Veezy under the terms of the Offer.
Target action – interaction between the User and the site, site page, site section, mobile application and / or computer program to which the User is transferred after the Click, including, but not limited to: placing an order for a product / service, switching to other pages, filling out forms, using of chats, content use.
API – a special technical interface provided by Veezy and/or the Partner and providing interaction between the Veezy System and the Partner’s System for the purposes of executing the Agreement.
SDK – a type of Advertising Code intended for use when placing Advertisements on Resources that are applications for mobile devices.
1.2 The Offer may use terms not defined in clause 1.1 of the Offer. In this case the interpretation of such a term is made in accordance with the text of the Offer. In the absence of an unambiguous interpretation of the term in the text of the Offer, one should be guided by the interpretation of the term defined: first of all – by the applicable law, secondly – on Veezy resources, thirdly – established (generally used) on the Internet.
2. SUBJECT OF THE CONTRACT
2.1 The subject of the Agreement is the provision by the Veezy Partner of Services related to the placement of Veezy Advertisements on the Partner’s Resources. In particular, the Partner:
2.1.1 Installs the Advertising Code (including the SDK if necessary) owned by Veezy or the Partner itself on the Partner’s Properties;
2.1.2 Ensures the operability and correct software and hardware interaction of the Advertising Code with the Veezy System, including interaction through the API during the entire term of the Agreement;
2.1.3 If applicable, it configures and maintains the performance of the Partner’s System and also performs all actions necessary for technical integration and correct software and hardware interaction between the Partner’s System and the Veezy System, including interaction in accordance with the OpenRTB protocol, server-to-server- integration, but not limited to.
2.1.4 Ensures the display of Advertising on Advertising Spaces during the entire term of the Agreement in compliance with the requirements established by the Agreement.
2.2 Placement of the Advertising Code and/or display of the Advertisement in any other technical way may be carried out on the Partner’s Resources (including their constituent elements) which are provided by the Partner to Users using Veezy software and hardware, including cases when:
2.2.1 Veezy provides the Partner with the technical ability to provide Internet users with access to the Partner’s resource (or its individual elements) through the Veezy website (s), its (their) components and services;
2.2.2 The Partner’s resource (or its separate elements) is hosted on the software and/or hardware platform provided by Veezy;
2.2.3 The display of the Veezy Property (or its individual elements) is carried out by technologically exporting data, content, elements or other components of the Partner Property to the corresponding service or to the corresponding Veezy website, either through technical integration or otherwise.
2.3 A prerequisite for the provision of Veezy Services by the Partner is the Partner’s acceptance and compliance with the terms of the following documents, which are an integral part of the Offer:
“Rules for Participation in the Network Veezy Advertising Network” (https://veezy.one/veezy-network/) (hereinafter referred to as the “Rules for Participation”);
3 CONDITIONS AND PROCEDURE FOR THE PERFORMANCE OF THE CONTRACT
3.1 Acceptance of the Offer is considered to be made after the cumulative fulfillment of the following conditions:
3.1.1 The Partner has an account on the Veezy service, registered in the manner provided for in Section 2 of the User Agreement;
3.1.2 The Partner completed the registration form (questionnaire) at https://veezy.one/veezy-network/, providing Veezy with the following relevant and reliable information to the extent specified in the registration form:
– information about the Partner;
– contact details of the Partner;
– Partner’s details (including payment details) as well as documents in the amount specified in the registration form.
3.1.3 The Partner accepted the terms of the Offer by ticking the line “I have read and agree to the terms of the Offer” and clicking the “Send application for participation” button (another similar button) in the appropriate form in the Partner’s interface.
3.1.4 The relevant Partner Resources have been verified (moderated) by Veezy for compliance with the requirements of the Offer and the Participation Rules and have been approved for the purposes of the execution of the Agreement by the Partner of which the Partner is notified through the Partner interface.
3.2 Veezy has the right to refuse to conclude the Agreement with the Partner in the following cases:
3.2.1 The Partner did not provide and / or provided false information when filling out the registration form (questionnaire) in accordance with clause 3.1.2 of the Offer and also did not provide and / or provided incomplete documents specified in the registration form;
3.2.2 The Partner’s resources do not comply with the requirements of the Offer and/or the Participation Rules;
3.2.3 The previous agreement concluded between Veezy and the Partner in relation to the subject of the agreement provided for by the Offer was terminated due to violations of the terms of such an agreement by the Partner;
3.2.4 (in relation to Partners – individuals) The balance of the Partner’s account within the Test period was less than 3,000 (three thousand) rubles.
3.3 For the purposes of fulfilling the Agreement, Veezy provides the Partner with access to the Partner Interface, while:
3.3.1 The information available through the Partner Interface is the Confidential Information of the Parties;
3.3.2 Access to the Partner’s Interface is carried out using the Partner’s unique login and password which the Partner sets independently;
3.3.3 All actions performed using the Partner’s login and password in the Partner’s interface are recognized as committed by the Partner. The Partner is solely responsible for the safety of the login and password and undertakes to take measures to ensure their confidentiality. Veezy is not responsible for unauthorized third-party access to the Partner Interface using the Partner’s login and password.
3.4 The Parties acknowledge that for the purposes of the Agreement, in particular, to confirm the list and cost of the Services provided as well as for the purposes of settlements between the Parties, Veezy statistics data are used exclusively, unless otherwise expressly provided by the Offer. At the same time the list of Statistics Data available to the Partner who is a video blogger (clause 3.16 of the Agreement) may be limited at the discretion of Veezy but in any case must contain information on the amount of remuneration of the Partner who is a video blogger.
3.5 The list of the Partner’s Resources is mandatory agreed by the Parties. Each Partner Resource is approved by placing an application through the Partner Interface and checking it with Veezy. Information about the status of each of the Partner’s Resources (accepted, rejected) is also posted in the Partner’s interface.
3.6 When providing the Services, in particular when installing the Advertising Code, setting up Advertising Spaces, as well as during the technical integration between the Partner System and the Veezy System, the Partner undertakes to comply with the technical requirements and rules that Veezy communicates to the Partner in the Partner interface and / or by e-mail.
3.7 The Partner undertakes:
3.7.1 Do not interfere with the process of placing an Advertisement, including not posting on the Partner’s Resources any information that may affect the perception of the Advertisement by consumers of the Advertisement, or calls to click on the Advertisement.
3.7.2 Grant Veezy the right to access, index, and cache the Partner Content or any portion thereof, including through Veezy-owned automated tools.
3.7.3 Carry out commercially reasonable actions aimed at increasing the popularity of the Partner’s Resources among Users, including, but not limited to, increasing the number of Users of the Partner’s Resources.
3.7.4 Both independently and with the involvement of third parties, manually and / or using appropriate programs, scripts, code, but not limited to, not to carry out any actions leading to the occurrence of Fraud (as this term is defined below).
3.7.5 Do not use the Advertising Code (including the SDK) owned by Veezy except for the purposes of fulfilling the Agreement.
3.7.6 Unless otherwise provided by the Agreement, not to carry out any actions that lead to any change in the placed Advertisement and/or the consequences of User Clicks on the Advertisement, including, but not limited to, not overlapping the Advertisement or its part with the content of the Partner’s Resources (except when such actions have been agreed by Veezy), not to change the hyperlink addresses contained in the Advertisement, not to prevent Users from accessing the pages (sites) of Advertisers;
Do not change the parameters of Ad Spaces in a way that will significantly reduce the visibility of Ads, including, but not limited to, not placing Ad Spaces at the bottom of the web pages or pages of mobile applications of the Partner Properties, or in any other part of the Partner Properties that are difficult to access or rarely visited during normal user scenarios of interaction between Users and the Partner’s Resources.
Do not change any characteristics of the Partner’s Resources, their content, elements or other components that cause the format of the Advertising Spaces to not comply with the requirements of the Agreement as well as hinder the interaction provided for in clause 2.2 of the Offer. If the Partner changes the theme of any of the Partner’s Resources, he is obliged to notify Veezy on the day the changes are made.
3.7.9 Take all necessary measures to ensure that the Advertising Code owned by the Partner (if applicable), the Partner’s System (if applicable) and the Partner’s Resources function uninterruptedly and error-free, subject to reasonable interruptions for technical maintenance, of which the Partner undertakes to notify Veezy in advance.
3.7.10 Immediately notify Veezy of any outages or errors in Partner’s Promotional Code (if applicable), Partner’s System (if applicable), and Partner’s Resources if such outages or errors may affect Partner’s proper performance of the terms of the Agreement.
3.7.11 (in relation to Partners – individuals) For the duration of the test period comply with all the requirements and conditions of the Offer provided for the execution of the Agreement by the Partner.
(in relation to Partners – individuals) If after 12 (twelve) consecutive calendar months of the Test Period the Partner has not taken the actions necessary for Accepting the Offer, Veezy has the right to terminate interaction with the Partner and refuse to conclude the Agreement on the terms of the Offer.
3.8 Veezy has the right:
3.8.1 At any time refuse to place an Advertisement on any of the Partner’s Resources, including, but not limited to, due to a violation by the Partner of the terms of the Agreement, in the event that Veezy receives claims and / or complaints from advertisers or other third parties about non-compliance with the law and / or the requirements of the Agreement of any from the Partner’s Resources, due to the low efficiency of placing Advertisements on any of the Partner’s Resources as well as without explaining the reasons by notifying the Partner of such refusal by e-mail and/or using the Partner’s interface.
3.8.2 Mention the Partner in presentations, Veezy marketing materials without obtaining the separate consent of the Partner.
3.8.3 Make changes to the design, display method and / or appearance of the Advertisements placed on Advertising Spaces at its own discretion, both as part of experiments and on an ongoing basis. Where possible Veezy will notify the Partner of any such changes and/or appropriate testing.
3.9 The placement of Advertisements in Advertising Spaces may be marked “Advertisement" or other similar marking as determined by Veezy in its sole discretion.
3.10 Solely for the purposes of fulfilling the Agreement the Parties grant each other a non-exclusive, non-sublicensable, worldwide and for the entire duration of the exclusive right (but in any case for a period not exceeding the duration of the Agreement) license for the right to use the Advertising Code (in Depending on which Party owns the rights to the Advertising Code), the Veezy System and the Partner’s System, by any means that do not violate the terms of the Agreement and applicable law, including the technical requirements for the use of the above objects. Revocation of the license described above is carried out only by terminating the Agreement.
3.11 Advertising placed on the Partner’s Resources must comply with the requirements of applicable law. In the event that, in the opinion of the Partner, the placement of an Advertisement is contrary to the requirements of applicable law or has resulted or may result in the filing of claims regarding the violation of the legal rights of third parties, the Partner may send Veezy a reasonable request to stop or suspend the placement of such Advertisement until Veezy resolves disputes with third parties.
3.12 For the purposes of placement, Impressions and/or tracking Users’ Clicks on Ads (but not limited to the above), cookies and/or other means of tracking user activity may be installed in the browser (or other program used by the User to access the Partner’s Resources) which allow Veezy to obtain information about (but not limited to) Impressions, Clicks, Targeted Actions of Users. At the same time, the Partner undertakes:
3.12.1 Provide Veezy with information about the tracking device as part of a call to a Promotional Code to serve an Ad (if applicable).
3.12.2 Provide Users with all the necessary information about the installation of cookies and / or the use of other means of tracking user activity, about Veezy’s use of data obtained using cookies and / or when using other means of tracking user activity, and also, if provided by applicable law, the Offer and/or the Rules of Participation, to obtain the proper and informed consent of each User for the installation of cookies and/or other means of tracking user activity as well as the use of data obtained by Veezy with their help.
3.13 The exchange of information and documents under the Agreement is carried out by the Parties through the Partner Interface, by e-mail, by mail, using couriers. Unless otherwise expressly provided by the Offer, any notification is deemed to have been properly sent when sent by e-mail. The notice shall be deemed received by the Party:
– when sent by e-mail – on the next business day after sending;
– when sent by mail – on the date indicated in the return receipt;
– when sent by courier – on the date of delivery;
– when sent through the Partner interface – on the date of posting the notification.
In cases of information exchange through the Partner interface, familiarization with the information in the Partner interface is within the control and responsibility of the Partner who must independently monitor the appearance and change of information, notifications and documents in the Partner interface.
3.14 If through the Partner’s interface the Partner selects a functionality that assumes that Advertising Materials of a special format of unmoderated advertising (“Unmoderated Ads") will be displayed on the Advertising Spaces on the Partner’s Resources (“Unmoderated Ads"), the Partner agrees to the following:
3.14.1 Veezy is not responsible to Partner for Unmoderated Ads and has no control over its content;
3.14.2 The Partner independently and at its own expense considers claims and resolves disputes related to the placement of Unmoderated advertising on the Partner’s Resources;
3.14.3 Veezy will not reimburse any damages, property losses or any other costs that the Partner may incur as a result of placing Unmoderated Ads on the Partner’s Properties;
3.14.4 Clauses 3.11 and 6.2 of the Offer do not apply to the placement of Unmoderated advertising on the Partner’s Resources.
4 REMUNERATION AND PAYMENT PROCEDURE
4.1 For the provision of Services under the Agreement Veezy pays the Partner a fee. The amount of remuneration in all cases is determined solely on the basis of Veezy Statistics Data and is indicated in the Partner Interface.
4.2 The parties agreed on the following procedure for determining the amount of the Partner’s remuneration:
4.2.1 The cost of the Services for one calendar month is 10 (ten) rubles.
4.2.2 The Parties have the right to revise the above cost of the Services by agreeing on a new cost in the Service Acceptance Certificate for the Reporting Period (hereinafter referred to as the “Act”), which is formed in the manner provided for in clause 4.3 below.
4.3 The Parties agreed on the following procedure for the delivery and acceptance of the Services under the Agreement:
4.3.1 If the Partner is an individual:
– 220.127.116.11 Within 7 (seven) business days after the end of the Reporting Period Veezy generates and executes a unilateral Statement indicating the amount of the Partner’s remuneration and also places it in the Partner Interface.
– 18.104.22.168 The Partner within 10 (ten) business days from the date of formation of the Act is obliged to familiarize himself with the Act and, in case of disagreement, has the right to send Veezy a reasoned written (including by e-mail) refusal to approve the Act. If within the specified period Veezy has not received a written reasoned refusal of the Partner to approve the Act, the Act is considered accepted by the Parties, and the cost of the Services, if revised by the Parties in such an Act, is considered agreed. The specified Act is the basis for making calculations and further claims under the data of the Veezy Act are not accepted.
4.3.2 If the Partner is an individual entrepreneur or a legal entity whose Services are not subject to VAT:
– 22.214.171.124 Within 7 (seven) business days after the end of the Reporting Period, Veezy generates and executes a unilateral Statement indicating the amount of the Partner’s remuneration and also places it in the Partner Interface.
– 126.96.36.199 The Partner within 10 (ten) business days from the date of formation of the Act is obliged to familiarize himself with the Act and, in case of disagreement, has the right to send Veezy a reasoned written (including by e-mail) refusal to approve the Act. If within the specified period Veezy has not received a written reasoned refusal of the Partner to approve the Act, the Act is considered accepted by the Parties, and the cost of the Services, if revised by the Parties in such an Act, is considered agreed. The specified Act is the basis for making calculations and further claims under the data of the Veezy Act are not accepted.
4.3.3 If the Partner is a legal entity or an individual entrepreneur whose Services are subject to VAT:
– 188.8.131.52 Within 7 (seven) working days after the end of the Reporting Period, Veezy generates and executes an Act indicating the amount of the Partner’s remuneration, and also places it in the Partner’s interface and sends it to the Partner by e-mail. The Partner agrees that the copy of the text of the Act posted in the Partner’s interface will be used by the Parties in the process of accepting the Services until the original of the Act is received.
– 184.108.40.206 The Partner, within 10 (ten) working days from the date of formation of the Certificate, is obliged to familiarize himself with the Certificate and send the Certificate signed by the Partner and the Veezy invoice by e-mail, simultaneously sending two copies of the signed Certificate, as well as the invoice by mail (or courier), or send Veezy a reasoned written (including by e-mail) refusal to approve the Act.
Veezy, upon receipt of the Act, signs it on its part and sends one of the signed copies to the Partner by mail (or courier).
4.4 The accrual and payment of the Partner’s remuneration are made on the basis of the Act for the Reporting period, subject to the following conditions:
4.4.1 The total cost of the Services rendered in the Reporting Period amounted to at least 1,000 (one thousand) rubles excluding VAT (if applicable).
The total cost of the Services is calculated by summing up the cost of the Services provided by the Partner in each specific calendar month in which the Partner provided the Services under the Agreement.
4.4.2 The Partner provided up-to-date and reliable information in accordance with clause 3.1.2 of the Offer in full, specified in the registration form. The information and documents provided by the Partner (an individual) in the registration form (questionnaire) have successfully passed the verification (Veezy conducts the specified verification within 5 (five) business days from the date of the event specified in clause 3.1.4 of the Offer). The full list of documents to be provided by the Partner is indicated in the registration form (questionnaire) as well as in the Partner interface.
4.4.3 The amount of remuneration of the Partner (an individual) for the first Reporting period after the Acceptance of the Offer and the expiration of the Test period is calculated taking into account the balance of the Partner’s account based on the results of such a Test period.
4.5 Unless otherwise specified in the Offer, all taxes, duties and other fees or mandatory payments provided for by the legislation of the Russian Federation are paid by the Partner independently at his expense and the amount of remuneration is not subject to change.
4.5.1 If applicable the cost of the Services (the amount of the Partner’s remuneration) does not include VAT which is charged on the specified amount at the rate established by the Tax Code of the Russian Federation.
4.5.2 If the Partner is an individual, then in accordance with the Tax Code of the Russian Federation, Veezy calculates and pays personal income tax (PIT) and insurance premiums to the budget of the Russian Federation in the manner and on the terms provided for by the tax legislation of the Russian Federation. At the same time, personal income tax will be deducted by Veezy from the cost of the Services specified in the Partner Interface and the Act, when remuneration is paid to the Partner.
4.6 Payment of the accrued remuneration of the Partner for each Reporting Period, subject to the Partner fulfilling the requirements of clause 4.4 of the Offer, is carried out by Veezy within:
4.6.1 20 (twenty) working days from the date of the end of the Reporting period on the basis of the Act for such a Reporting period – if the Partner is an individual or an individual entrepreneur.
4.6.2 10 (ten) working days from the date of receipt by Veezy of the Certificate signed by the Partner and the invoice by e-mail, provided that the Partner provides the original Certificates for all previous Reporting periods – if the Partner is a legal entity.
4.7 All settlements under the Agreement are made in Russian rubles. Veezy’s obligation to pay the Partner’s remuneration is considered fully fulfilled from the moment the funds are debited from the Veezy settlement account. Payment is made by transferring the appropriate amount to the details specified by the Partner in the Partner’s web interface.
4.8 Unless otherwise specified in the Offer, a change in the amount of the accrued remuneration of the Partner is possible only by additional written agreement of the Parties. Without detracting from the above, Veezy has the right to revise the accrued amount of remuneration based on the results of the Reporting Period as a result of the audit of Clicks, Impressions and Targeted Actions if the results of such an audit reveal fraudulent (unfair) Impressions, Clicks or Targeted Actions in violation of clauses 3.7. 1 and 3.7.4 of the Offer carried out by both a Partner and by any third parties (hereinafter referred to as “Fraud") within one or more previous Reporting Periods. Fraud in any case includes:
– spam, invalid requests, invalid Impressions or invalid Clicks by any person, query optimization technology, automated program or similar device, including through Clicks or Impressions originating from IP addresses or computers in the possession of the Partner;
– Clicks resulting from the payment of money, the provision of false information or requests to perform Clicks on Ads or other actions as well as Impressions received in this way;
– Clicks or Impressions that resulted in the imitation of Targeted Actions on Advertisers’ websites;
– intentional or unintentional actions of the Partner related to the use and/or taking advantage of errors, vulnerabilities and/or shortcomings of the Advertising Code, the Partner Interface and/or the Veezy System, if such actions cause harm to Veezy, Advertisers and/or other third parties including, but not limited to if, as a result, the Partner’s reward is increased disproportionately to the income that Veezy receives as a result of placing Ads on the Partner’s Properties;
– Clicks or Impressions that are otherwise unfair as determined by Veezy in its sole discretion.
5.1 Except for the warranties expressly set forth in the text of the Offer, Veezy makes no other warranties, express or implied, and expressly disclaims warranties or conditions regarding non-infringement of the rights or expectations associated with the Services, or the achievement of certain goals of the Partner, including, but not limited to, the expected by the Partner of the amount of remuneration for the provision of the Services, the performance of the Veezy System, the Partner Interface and/or the Veezy Promotional Code.
5.2 Partner warrants and assures Veezy that:
5.2.1 he has the proper legal capacity to conclude and execute the Agreement and the provision of the Services by him does not contradict the applicable law or the Partner’s obligations to third parties and that the Services in no way constitute a violation of the rights and legitimate interests of third parties;
5.2.2 he legally owns the Partner’s Resources and / or has the right to use them in accordance with the terms of the Offer and is also fully responsible for the content, code and / or any other information posted by the Partner on the Partner’s Resources;
5.2.3 The Partner’s resources during the entire term of the Agreement will comply with the requirements of the Offer and the Participation Rules;
5.2.4 he provided Veezy with valid and reliable information, including personal data, contact information and other data provided for by the Offer when accepting the Offer, as well as when executing the Agreement;
5.2.5 he has fully read the Offer, fully understands the subject matter of the Offer and the Agreement, fully understands the meaning and consequences of its actions in concluding and executing the Agreement;
6 LIABILITY AND LIMITATION OF LIABILITY
6.1 Under no circumstances shall any of the Parties be liable under the Agreement for:
– indirect losses and/or lost profits by the Party or third parties, regardless of the ability of the other Party to foresee the possibility of such losses;
– the action of force majeure circumstances (hereinafter referred to as “Force Majeure").
6.1.1 Force majeure includes all events that did not exist (or that the Parties could not foresee) as of the date of conclusion of the Agreement, are not under the control of either Party, and the occurrence and impact of which cannot be prevented by means and methods that in a particular situation can reasonably be required or expected and due to which the Agreement cannot be performed in accordance with its terms and conditions. Force majeure includes the following events: fires, earthquakes, floods and other natural disasters, man-made accidents, strikes (except for strikes by employees of any of the Parties), imposition of sanctions by state authorities of any country against a Party to the Agreement, actions of state bodies (for except for actions caused by the violation by the Party of the Agreement of the requirements of applicable law), significant changes in applicable law, accidents, failures and other disruptions in the operation of the Internet, communication service providers, data centers, power outages, but not limited to the above.
6.1.2 The Party for which the impossibility of performing the Agreement as a result of Force Majeure has arisen must immediately notify the other Party of the nature of the Force Majeure that impedes the execution of the Agreement in writing attaching copies of the relevant documents.
6.1.3 For the duration of the Force Majeure, the Parties are released from liability for improper performance of the Agreement.
6.1.4 If the Force Majeure period exceeds 6 (six) months, each of the Parties has the right to terminate the Agreement, and the Partner has the right to demand payment for actually rendered but not paid Services.
6.2 All disputes arising as a result of the placement of an Advertisement, including claims of third parties whose interests are violated as a result of such placement, as well as cases initiated by the courts or authorized state bodies, are resolved by Veezy and at its own expense, provided that the Partner complies with the following conditions:
6.2.1 The Partner immediately, but in any case no later than 3 (three) working days, notified Veezy of the receipt by the Partner of the relevant claim, judicial act, notice, summons as well as a document issued by an authorized state body;
6.2.2 The Partner has provided Veezy with copies of the relevant claim, court order, notice, subpoena, document issued by the authorized government body and other information requested by Veezy and reasonably necessary for Veezy to resolve the relevant claims or cases;
6.2.3 The grounds for filing a claim and / or initiating a case did not arise as a result of the actions of the Partner.
6.2.4 For the avoidance of doubt if the Partner uses the functionality provided for in clause 3.15 of the Offer, the conditions of clause 6.2 of the Offer above do not apply and the Partner independently resolves all disputes arising from the placement of the Advertisement.
6.3 Veezy’s aggregate liability under the Agreement including the amount of fines and/or recoverable damages for a claim or claims in relation to the Agreement or its performance is limited to 10% of the cost of the Services under the Agreement for a period of 1 (one) calendar year preceding the date on which Veezy’s liability arises.
6.4 In case of repeated violation of the terms of payment under the Agreement the Partner may require Veezy to pay a penalty in the amount of 0.1% of the unpaid amount for each day of delay, but not more than 10% of the unpaid amount.
6.5 If the Partner violates the requirements of clauses 3.7.1, 3.7.5, 3.7.6, 3.13.2, 3.13.3 of the Offer, the guarantees specified in clause 5 of the Offer or the requirements of the Participation Rules, Veezy has the right to refuse to execute the Agreement unilaterally out of court and / or immediately terminate the Agreement unilaterally out of court, while the Services in respect of which Veezy has recognized such a violation are considered not provided by the Partner and are not subject to payment by Veezy. The Agreement in such case shall be considered terminated from the moment Veezy sends notice of termination of the Agreement by e-mail.
7 PERIOD OF LIMITATION AND AMENDMENT OF THE TERMS OF THE OFFER AND AGREEMENT
7.1 The offer is effective from the date specified in the “Effective Date" column above and remains in effect until withdrawn by Veezy.
7.2 Veezy reserves the right at its sole discretion to make changes and additions to the Offer and / or withdraw the Offer as well as to make changes and additions to the Rules of Participation at any time at its sole discretion. If changes are made to the Offer and/or the Veezy Participation Rules, such changes come into force at the time the amended text of the Offer and/or the Participation Rules is posted on the Internet unless a different date for the entry into force of such changes is indicated during posting.
7.3 The Partner confirms and agrees that the changes made to the Offer and/or the Participation Rules entail the introduction of such changes to the Agreement and such changes to the Agreement come into force simultaneously with the introduction of changes to the Offer and/or the Participation Rules.
7.4 If the Partner does not agree with the changes made by Veezy to the Offer and/or the Participation Rules, the Partner has the right to terminate the Agreement in the manner prescribed by the Offer.
7.5 The Agreement comes into force from the moment of Acceptance of the Offer and remains in force until terminated in the manner prescribed by the Offer and / or applicable law.
8 TERMINATION OF THE AGREEMENT
8.1 The contract may be terminated:
8.1.1 at any time by agreement of the Parties;
8.1.2 by Veezy immediately by sending a written notice (including by e-mail) to the Partner in case of violation of the terms of the Agreement by the Partner;
8.1.3 by either Party after sending the other Party a written notice (including by e-mail) within 5 (five) working days before the proposed date of termination;
8.1.4 on other grounds specified in the Offer and/or applicable law;
8.2 The obligations of the Parties under the Agreement which by their nature should remain valid (including obligations regarding confidentiality, payment procedure, use of information, protection of personal data, but not limited to the above), remain valid after termination of the Agreement.
8.3 Termination of the Agreement for any reason does not release the Parties from liability for violation of the terms of the Agreement that occurred during the term of its validity.
8.4 The Agreement shall be terminated immediately by Veezy giving written notice (including by e-mail) to the Partner if the Services have not been provided by the Veezy Partner for six (6) consecutive Reporting Periods.
9.1 The Parties agree to keep secret and treat as confidential all information received by one Party from the other Party in the course of execution of the Agreement and designated by the transferring Party as confidential information of such transferring Party (hereinafter referred to as the “Confidential Information"). The Parties undertake not to disclose such information in any way to any third party without the prior written permission of the Party transmitting this information.
9.2 Each Party will take all necessary measures to protect Confidential Information with at least the same degree of care as it protects its own confidential information. Access to Confidential Information will be provided only to those employees of each of the Parties who reasonably need it to perform their official duties for the execution of the Agreement. Each of the Parties will oblige such of its employees to accept the same obligations with respect to Confidential Information that are imposed by this Agreement on the respective Party. In the event that any Confidential Information of Veezy is subject to submission by the Partner to the authorized state body and/or court, the Partner shall notify Veezy of such provision in advance or as soon as possible after the provision of such information.
9.3 Confidential information always remains the property of the Party disclosing this information and must not be copied or otherwise reproduced without the prior written consent of such disclosing Party, unless this is required for the purposes of the execution of the Agreement.
9.4 The obligation to protect and keep secret the Confidential Information of the Party that disclosed this information does not apply to information that:
9.4.1 was or has become public domain at the time of disclosure, except as a result of a breach by the receiving Party;
9.4.2 becomes known to the receiving Party from a source other than the disclosing Party without violation by the receiving Party of the terms of the Agreement which can be certified by documents sufficient to confirm that the source of such Confidential Information is a third party;
9.4.3 was known to the receiving Party prior to its disclosure under the Agreement, which is confirmed by documents sufficient to establish the fact of such possession of Confidential Information;
9.4.4 was disclosed with the written permission of the disclosing Party.
9.5 The obligation to keep the Confidential Information secret takes effect from the moment such information is disclosed and remains in effect for 3 (three) years after the termination of the Agreement.
10 OTHER TERMS
10.1 The Offer and the Agreement, the conclusion and execution of the Agreement is governed by the legislation of the Russian Federation. If the dispute between the Partner and Veezy in relation to the Agreement is not resolved during negotiations between the Parties, it is subject to consideration in the Arbitration Court of the city of St. Petersburg.
10.2 The Parties hereby agree that the conditions for maintaining the confidentiality of registration data and protection of personal data specified by the Partner at the conclusion of the Agreement do not apply to the use of such data by Veezy for the purposes of paying remuneration.
10.3 If one or more of the terms of this document are declared invalid for any reason, such invalidity does not affect the validity of any other terms of the Offer, which remain in full force and effect.
10.4 The Parties are obliged to immediately notify each other of all changes in legal and postal addresses, legal status and bank details, if such changes may affect the execution of the Agreement.
11 VEEZY DETAILS
IT CREW LLC
Address: 199178, ST. PETERSBURG, LINE 17th V.O., BUILDING 52, BUILDING 2 LIT. A, OFFICE 11 H
Date of registration: 06/18/2018
Account number: 40702810532230003076
Bank: St Petersburg Branch of JSC “ALFA-BANK"