Terms Of Participation

This document constitutes an offer by IT Crew Limited Liability Company (hereinafter referred to as Veezy) to enter into an Agreement for the provision of Veezy Smart Services on the terms and conditions set forth below.

1. Definitions and terms

1.1
For the purposes of this document the following terms are used with the following meanings:

Offer – this document “Offer for the provision of Veezy Smart services", posted on the Internet at https://veezy.one/terms-of-participation-smart/

Veezy – Veezy information resources hosted on the Internet at addresses in the veezy.one domain

Veezy Smart Site – Site located on the web at https://veezy.one/veezy-smart/

User – a visitor to information resources on the Internet

Advertising space – a place allocated in the design of a web page for placing (displaying) advertisements

Advertisement – an advertising banner containing advertising information and a Link provided by the Advertiser as part of a certain Advertising campaign for display in accordance with the terms of the Offer, and complying with the requirements stipulated in clauses 3.5, 3.6. of this Offer

Link – a text link or image included in an Advertisement that redirects users who clicked on it:

a)
to an information resource (website) on the Internet the address (URL) of which is specified by the Advertiser for this Advertisement (hereinafter referred to as the “Website Link”); or

b)
to a special web page containing the contact information provided by the Advertiser for this Advertisement as well as other information about the advertised object and/or the Advertiser, but not limited to the above, and/or in a dialogue mode that allows the User, at his discretion, to make a call to the specified Advertiser’s contact phone number (hereinafter referred to as “Link to Contact Page"); or

c)
to a text link or image with a phone number provided by the Advertiser for this Advertisement, upon display of which the User has the opportunity to make a call to the specified phone number, including using software that provides various types of communication

Bid — the maximum price for the number of user actions set independently by the Advertiser

User actions – an action performed by the user such as showing (viewing), clicking, installing and other user-initiated actions for which the advertiser is charged

Cost per click – the amount deducted from the Advertiser for one Click

Click – any of the following actions:
the User’s request on the label contained on the pages of Veezy services which redirects the users who have applied to it to a special block containing the Advertisement and/or the contact information provided by the Advertiser

CPM – cost per thousand impressions. The maximum CPM size or, depending on the strategy chosen by the Advertiser, the maximum average CPM is set by the Advertiser in the Client’s web interface

Contextual advertising is the principle of displaying an Advertisement, according to which an Advertisement is displayed subject to the potential matching of the subject (context) of the web page on which the Advertisement is displayed and/or the matching of the interests of the user to whom the Advertisement is shown to the subject of such an Advertisement, determined by the totality specified by the Advertiser in the relevant Advertising campaign as an Impression criterion for this Advertisement, or otherwise

Display advertising – Advertising in the format of banners, placed on the terms of this Offer, as well as the Price List and the Rules for placing media advertising

Services, Veezy Smart Services – Veezy Services for placing the Advertiser’s Advertisement on the Internet on the principles of Contextual and Display Advertising in accordance with the terms of the Offer. Services are also understood as services provided in the Client interface, providing additional interface features.

Offer Acceptance – full and unconditional acceptance of the Offer by performing the actions specified in Section 7. Offer. By accepting the Offer, the Agreement is concluded.

Agreement – ​​a non-gratuitous agreement between the Advertiser and Veezy for the provision of Veezy Smart Services, which is concluded through the Acceptance of the Offer.

Advertiser – the person who made the Acceptance of the Offer. The Advertiser is the Customer of the Veezy Smart Services under the concluded Agreement and is responsible for all actions performed by him, as well as his representative through the Client web interface.

Web Client Interface – a software interface for interaction between the Advertiser and the Veezy Smart Service, which contains information about the Advertiser, statistics and other information regarding the Veezy Smart Services, and also provides the possibility of remote interaction between the Parties under the Agreement (creating and editing Advertisements, managing the Advertising Campaign, bidding, but not limited to) available to the Advertiser after authorization using the Advertiser’s login and password on smart.veezy.one, through application programs (including programs for mobile devices) or API.

Geo-Targeting is the display of an Advertisement to users who have IP addresses of computers (or proxy servers) on the Internet that, according to Veezy, belong to a given geographic region, or whose most frequent location coordinates, according to Veezy, correspond to a given geographic region. Veezy’s most common location coordinates for a given geographic region are not guaranteed.

1.2
The Offer may include 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 legislation of the Russian Federation, secondly – on the Veezy Smart Website, then – established (commonly used) on the Internet.

2. Subject of the contract

2.1
The subject of the Agreement is the provision of Veezy Smart Services by Veezy to the Advertiser for a fee on the terms of the Offer.

3. Terms of services3.1
   A prerequisite for the provision of Veezy Services is the acceptance and compliance by the Advertiser, the application to the relations of the parties under the Agreement, of the requirements and provisions defined by the following documents (hereinafter referred to as the “Required Documents”):

3.2
Services are provided only in relation to the Advertising Campaign(s) for which the Advertiser accepted the Offer.

3.3
The Advertiser (the Advertiser’s representative) independently prepares and edits the Advertising Campaign, including compiling/modifying Advertisements, in accordance with the established form in the “Create Campaign" subsection of the Veezy Smart website or the corresponding application program (including for mobile devices), taking into account all requirements defined by the Offer, unless otherwise agreed by the Parties additionally. The advertiser independently and in full bears the responsibility provided for by law as a person who, using the capabilities provided by the Veezy Smart system, has brought information into a form ready for distribution in the form of an advertisement, and guarantees that the Advertisements compiled and provided by him for placement of Veezy Advertisements comply with all requirements of the current legislation.

3.3.1
Access to the specified form for creating an Advertising campaign is provided to the Advertiser (the Advertiser’s representative) through the Client web interface after authorization as a registered user of the veezy.one Site (through the relevant application programs (including programs for mobile devices)) by entering the Advertiser’s login and password or by logging in using social media authorization tokens.

3.3.2
The Advertiser independently saves the Advertising Campaign by using the corresponding function in the mode of creating and ordering an Advertising Campaign. The Advertising Campaign saved by the Advertiser is stored for at least twelve months from the moment of termination of its placement in the “Campaigns" subsection of the Veezy Smart Website (the corresponding application program (including for mobile devices)), including in accordance with the proposed form: name, content of advertising, terms and the conditions for its display (geotargeting conditions), Links (website address and / or contact details), other conditions, without being limited to the above.

3.4
Veezy has the right to check the Advertiser’s Advertisements for compliance with the requirements of the Agreement (Offer) both before the start of the Services and at any time after the start of the Advertising Campaign. If the Advertisement is found to be inconsistent with the requirements of the Agreement, Veezy has the right to refuse to place or stop placing the Advertisement. Veezy’s acceptance and/or confirmation of the ability to host any Ad Campaign and/or any changes to an Ad Campaign does not, under any circumstances, constitute a confirmation by Veezy of an Advertiser’s right and/or a grant by Veezy to an Advertiser of any use in such an Ad Campaign, including as objects of intellectual property of third parties. The Advertiser bears all responsibility for such use and any consequences of such use, as well as for the content of the Advertising Campaign and its compliance with the requirements of the Legislation, in accordance with the terms of section 12 of the Offer.

3.5
The appearance (format, dimensions and other parameters) of the Advertisement must comply with the criteria defined in the Requirements (depending on the type of the Advertisement). An Advertisement must contain a Link or several Links (applicable for Display Advertising), while:

3.5.1
in the Advertisement (unless otherwise specified in the documents listed in clause 3.1 of the Offer) there may be a Link to the site and a Link to the contact page at the same time, or one of the specified Links (not applicable for Display Advertising)

3.5.2
the presence in an Advertisement of a Link to a contact page may be marked by a special indication of this in the design of such Advertisements. The manner and appearance of such designation is determined and modified at the sole discretion of Veezy (does not apply to Display Ads)

3.5.3
if one Advertisement simultaneously contains a Link to the site and a Link to the contact page, both such Links are equally subject to the geotargeting conditions specified by the Advertiser for this Advertisement and other terms of placement and payment (not applicable for Display Advertising)

3.5.4
the content, format, terms of use of any information provided by the Advertiser for the purpose of placing the Link to the contact page in the Advertisement are subject to the requirements set forth in this Offer without fail, while such information, including address, phone number and/or other information provided by the Advertiser and posted by Veezy on a special page and/or block, the format, appearance and address (URL) of which are determined by Veezy in its sole discretion (not applicable to Display Ads)

3.5.5
The Advertiser is fully responsible for the accuracy of the information provided by him, posted on the Link to the contact page and / or inside a special block, for violation of the rights of third parties when placing such information as part of the Advertising Campaign, as well as for compliance with the requirements of the law of all information contained on such a contact page and/or within a special block (not applicable for Display Ads)

3.5.6
Veezy has the right, when accepting an Advertisement, to verify (either on its own or with the involvement of third parties – subcontractors) the data provided by the Advertiser, including the correctness of the indication of data, the operability of telephone numbers, the compliance of the goods / services offered when checking the contact information with the content of the Advertisement

3.5.7
Veezy has the right, when accepting an Advertisement for placement, at its sole discretion to refuse to place contact information and a Link to a contact page as part of an Advertisement and / or refuse to accept an Advertisement if such a Link is the only one in the Advertisement, and the contact information placed under such a Link is the only one specified for communication with the Advertiser; at the same time Veezy has the right to refuse placement as for reasons of inconsistency of the specified contact details of paragraphs. 3.5.4, 3.5.6. of the Offer and without explanation of the reasons for refusal (not applicable for Display Ads).

3.5.8
Veezy may, during the provision of the Services, remove from an Advertisement, including after it has been placed, a Link to a contact page and/or suspend the display of an Advertisement if such a Link to a contact page is the only one in it, in cases where errors are found in it and/or inconsistencies, including those based on the results of an audit in accordance with clause 3.5.6. of the Offer (not applicable for Display Advertising).

3.5.9
In the event that the Advertiser’s use of Veezy Smart Services is subject to EU Regulation 2016/679 dated April 27, 2016 (General Data Protection Regulation, GDPR), then the document located at https://smart .veezy.one/gdpr is applied. The Advertiser hereby agrees to be bound by the terms of said document and warranty

3.6
The advertisement must comply with the General Requirements (clause 3.1 of the Offer).

3.7
The method of Displaying the Advertisement (statically or dynamically, other display parameters), as well as the position of the Advertisement in the display area (place of display) are determined in accordance with the provisions of the Rules or the Rules for Placement (when placing Display Advertising).

3.8
Veezy reserves the right to:

3.8.1
suspend the provision of the Services and/or terminate the Agreement(s) with the Advertiser unilaterally if:

a)
the cost of the Services rendered by Veezy under the Agreement concluded on a prepaid basis became equal to or exceeded the amount transferred by the Advertiser to the Veezy settlement account as a prepayment for the provision of the Services

b)
The Advertiser is in debt in paying for the Veezy Services, in particular, has violated the deadline for paying for the Services provided to the Advertiser under the Agreement concluded on the terms of deferred payment

3.8.2
delete the Advertiser’s Advertising Campaign placed under the Agreement after twelve months from the date of termination of such Advertising Campaign. During the specified period the Advertiser is provided with access to such an Advertising Campaign (after authorization using the Advertiser’s login and password).

3.9
The Advertiser is not entitled to transfer its rights under the Agreement to any third party

3.10
The Advertiser is solely responsible for the safety and confidentiality of registration data (login and password). All actions performed in relation to Advertising campaigns using the Advertiser’s login and password are considered to be performed by the Advertiser. The Advertiser is solely responsible to third parties for all actions performed using the Advertiser’s login and password. Veezy is not responsible for unauthorized use of Advertiser’s registration data by third parties.

3.11
The Advertiser acknowledges that for the purposes of the Agreement, in particular, to determine the number of impressions, the number of Clicks, the cost of the Services, only the data of the Veezy automated accounting system (hereinafter referred to as “Veezy statistics data”) are used, which are generated, among other things, based on the results of processing requests and users’ Clicks.

3.12
Veezy does not provide any guarantees regarding the use and results (effectiveness) of the use by the Advertiser of statistical data on the number of impressions of the Advertisement, the application of the geotargeting condition.

3.13
Statistics on the number of requests (reach) containing certain targeting uses are intended solely for the purpose of placement within the Veezy Smart Services and cannot be used automatically (using scripts, etc.).

3.14
Notwithstanding any other condition stipulated by this Offer, the Mandatory Documents, the agreement in the form of a written bilateral document or any other document, Veezy has the right to transfer to third parties any information received from the Advertiser or from other persons in the course of the provision of the Services as well as the terms of the Agreement , including confidential information, without obtaining the consent of the Advertiser or another person in the case when such transfer is due to the need to protect the rights and legitimate interests of Veezy, including (but not limited to) in the case of transfer of such information to persons engaged by Veezy in order to ensure payment for Veezy Services.

4. Rights and Obligations of Veezy

Veezy is committed to:

4.1
Provide the Advertiser with Veezy Smart Services in accordance with the Agreement concluded on the terms of the Offer.

4.2
When providing the Services under the Agreement, ensure that the Advertiser (the Advertiser’s representative) has access to Veezy statistics data through the Client web interface using the Advertiser’s login and password while Veezy is not responsible if the Advertiser is unable to get acquainted with the statistics data for reasons beyond Veezy’s control.

4.3
Ensure confidentiality with respect to the Advertiser (the Advertiser’s representative) and its Advertising Campaigns in accordance with the terms of the Privacy Policy (https://veezy.one/privacy-policy-smart/), including by means of providing access to the Advertising Campaign only by entering a login and password of the Advertiser. At the same time the confidentiality of the advertising contained in the Advertising Campaign is ensured until the start of the display of the corresponding Advertisement.

4.3.1
The Parties agreed that the confidentiality of the registration data (including personal data) specified by the Advertiser when registering on veezy.one (including through application programs (including programs for mobile devices)) and / or when concluding the Agreement does not apply to cases of use by Veezy of such data for the purpose of issuing invoices to the Advertiser for the provision of Services, invoices and processing acts of acceptance of the Services with the Advertiser. These documents shall contain the data (including personal data) and details provided by the Advertiser.

Veezy has the right:

4.4
Temporarily suspend the provision of Services to the Advertiser under the Agreement for technical, technological or other reasons that impede the provision of Services, until such reasons are eliminated.

4.5
Suspend the provision of Services under the Agreement and/or terminate the Agreement ahead of schedule unilaterally out of court by notifying the Advertiser in cases of violation by the Advertiser of obligations and/or guarantees accepted in accordance with the Agreement.

4.6
If the Advertiser is not a resident (tax resident) of the Russian Federation, Veezy has the right not to start providing the Services until Veezy receives documents confirming the actual presence of the Advertiser outside the Russian Federation.

4.7
The Parties hereby agree that within the framework of the concluded Agreement, Veezy has the right to offset the funds transferred on the Account (clause 6.5. of the Offer) to pay off the debt formed under other agreements concluded between Veezy and the Advertiser.

4.8
When verifying the Advertiser as a counterparty under the Agreement, when making settlements under the Agreement, upon receipt of the Advertiser’s application for a refund of the amount prepaid for the Services by the Advertiser, Veezy has the right to request documents confirming the grounds for the return, as well as documents confirming the Advertiser’s right according to these requirements. In particular, the following documents may be requested from the Advertiser: a copy of the passport (page with a photo), including a notarized copy of the passport, a photo of a bank card (the first 6 and last 4 digits of a bank card, cvv code should not be visible), from which payment was made, documents confirming the advance payment made by the Advertiser, and other documents necessary to identify the identity of the Advertiser.

By submitting the requested documents, the Advertiser agrees to Veezy processing the data received as part of the documents under the terms of the Privacy Policy published at https://veezy.one/privacy-policy-smart/

5. Rights and obligations of the advertiser

The advertiser undertakes:

5.1
Independently prepare an Advertising campaign, including bringing advertisements into a form ready for distribution, in accordance with the established form (clauses 3.3., 3.5., 3.6. of the Offer).

5.2
When preparing, creating, modifying an Advertising Campaign, comply with all Veezy requirements for advertising materials and placement conditions stipulated by the Offer, as well as all applicable norms and requirements of the current legislation, including the Federal Law “On Advertising", intellectual property law, Federal Law " On Protection of Competition”, but not limited to the above.

5.3
Do not abuse the opportunities provided to the Advertiser for placing Advertisements as part of the Advertising Campaign under the Agreement (including the technical possibility of independently compiling and changing the texts of Advertisements, specifying a hyperlink, Link to the contact page, any other opportunities within the framework of creating and changing the Advertising Campaign); not use independently or with the involvement of third parties the provision of the Services and / or the capabilities of the Veezy Smart system for purposes that can be qualified as a violation of third-party intellectual property rights, unfair competition or other violation of the law; not to carry out actions that affect the normal operation of the Veezy Smart system, which are its unfair use, in particular, not to independently or through the involvement of third parties to unfairly reproduce Impressions and Clicks (manually and / or using any software and hardware), but not limited to the above.
Do not use Veezy Smart system tools to copy, upload or otherwise extract Ads, Ad Campaigns for use in third-party advertising systems, either manually or using automated means, unless such actions have been additionally agreed with Veezy.

5.4
In the event that the advertised services or activities are subject to licensing and/or mandatory certification, provide Veezy with duly certified copies of the relevant licenses, certificates by the time the relevant Advertising Campaign begins or within one business day of Veezy’s request. Failure to submit these documents may result in Veezy refusing and/or suspending/terminating the placement of the relevant Advertisements and/or Campaign.

5.5
Pay for Veezy Services under the Agreement within the terms and in the manner specified in the Offer (Agreement).

The advertiser has the right:

5.6
To access statistics data in the prescribed manner.

5.7
Change the Advertising Campaign (including placement conditions) at any time in compliance with all the requirements established by the Agreement

5.8
Suspend or terminate the Advertising Campaign at any time.

6. Cost of services and terms of payment

6.1
The cost of the Services provided by Veezy under the Agreement is determined in accordance with Veezy statistics based on CPCs and the number of Clicks for the reporting period. At the same time, Costs per Clicks are agreed by the Parties during the Advertising campaign within the limits of the minimum and maximum prices for Clicks established by Veezy taking into account the Rates as well as the places and conditions for placing Advertisements in accordance with the Rules and are reflected in the statistics of Veezy.

6.2
The reporting period for the provision of Services is set within a calendar month.

6.3
The cost of the Services indicated in the invoice issued for payment of the Services as well as the cost per Click without VAT.

6.4
Payment for the Services is made by the Advertiser in Russian rubles or in foreign currency, in which the cost of the Services is set in the invoice, in a non-cash form.

6.5
The Services are rendered to the Advertiser on the terms of advance payment for the Services. The Advertiser shall make an advance payment of 100% (one hundred percent) of the total cost of the ordered Services based on an invoice (“Invoice") issued by Veezy to the Advertiser for payment within 5 (five) business days from the date of the Invoice. Payment of the Account by the Advertiser is an Acceptance of the Offer and entails the conclusion of the Agreement on the terms of advance payment (clause 7.1.1. of the Offer).

6.6
When providing Services, an advertiser may be granted a partial deferral of payment for Services provided by Veezy (hereinafter referred to as “payment deferment”).

6.7
A deferred payment may be granted to an Advertiser at the discretion of Veezy if the following conditions are met simultaneously:

6.7.1
The Advertiser is a resident of the Russian Federation and a regular customer of the Services, in particular:

– has been a Veezy Smart Advertiser for at least six months prior to the current date

– Services provided by Veezy to the Advertiser in at least four reporting periods in the last six months prior to the current date

– the average monthly cost of the Services rendered by Veezy to the Advertiser in the last six months preceding the current date is at least 20,000 (twenty thousand) rubles (excluding VAT).

6.7.2
The Advertiser has no debts to Veezy for payment for the Services under any contract(s) concluded in accordance with the Offer in aggregate; for the previous six months the Advertiser has not violated the deadline for payment for the Services provided to the Advertiser under the Agreement concluded on the terms of deferred payment.

6.7.3
Advertiser is a legal entity which has a payment password on Veezy Smart which is mandatory used when issuing an Invoice for which a deferred payment is provided.

Advertiser is an individual who has received a confirmation code sent automatically by Veezy to the mobile phone number specified by such Advertiser when registering as a user on the Veezy services or in the Web Client interface.

The Advertiser is an individual entrepreneur who has a payment password intended for legal entities or received a confirmation code provided for individuals (depending on the information provided by the Advertiser about himself in the Client web interface).

6.7.4
Advertiser is not an agency acting on behalf of and at the expense of Veezy or an agency acting on behalf of and at the expense of third parties (ultimate advertisers) when acquiring the Services.

6.7.5
Between the Advertiser and Veezy there is no bilateral written agreement for the provision of Services with the condition of subsequent (full or partial) payment for the Services upon their provision, which is currently in force.

6.7.6
The Advertiser has accepted the Offer on terms of deferred payment (clause 7.1.2. of the Offer).

6.8
Veezy’s offer to conclude an Agreement on a deferred payment basis is confirmed by providing the Advertiser with the opportunity to issue an Invoice with a deferred payment through the Advertiser’s Client web interface on Veezy Smart (the active option “Top up now, pay later" or the option “Deactivation threshold" (clause 7.1.2 of the Offer ))

6.9
Deferred payment is provided for a period of 15 (fifteen) calendar days from the date of issuing the Invoice. During the specified period, the Advertiser undertakes to pay the cost of the ordered Services in the amount of 100% (one hundred percent) of the Invoice amount.

6.10
Deferred payment is provided for paying for Services, the total cost of which (Invoice amount) does not exceed the amount calculated individually for the Advertiser in accordance with its order history and specified in the Client web interface as a condition of the Agreement with deferred payment, in particular, the allowed maximum amount is indicated deferred payment. For the purposes of this clause of the Offer the period calculated in calendar days does not include non-working holidays.

6.11
For the purposes of the Agreement payment for the Services is made in a non-cash manner, in particular, by bank transfer or other method permitted by law from among those accepted by Veezy (indicated in the “Payment Methods" section on the Veezy Smart Website). The choice and use of the payment method for the Services is at the Advertiser’s sole discretion and without Veezy’s liability. Security, confidentiality, as well as other conditions for using the method/form of payment chosen by the Advertiser are beyond the scope of the Offer and the Agreement and are governed by agreements (contracts) between the Advertiser and the relevant organizations.

6.11.1
If the payment for the Services is made by the Advertiser using a bank card that was linked by the Advertiser to his account, the Advertiser agrees that any bank card linked through the Client interface or in the Advertiser’s account on the services (including mobile applications) of LLC IT Crew (its affiliates) is considered a linked card. Veezy has the right to deduct the amount of the cost of the Services from any linked card.

6.12
The advertiser has the right to notify Veezy of the payment made by providing a copy of the payment document with the mark of the executing bank (if available for the corresponding payment method).

6.13
Services are considered paid by the Customer from the moment Veezy receives confirmation from the bank about of the receipt of the entire amount of payment to the Veezy settlement account. In some cases, at the sole discretion of Veezy, proof of payment may be:

– a scanned copy of the payment order for non-cash payment

– Veezy verification of the fact of payment in favor of Veezy through the payment system in case the Customer makes an electronic payment

6.14
The Parties hereby agree that if at the time of termination of the Agreement the amount of the prepayment for the Services made by the Advertiser exceeds the cost of the Services actually provided to the Advertiser under the Agreement, then the difference between the indicated amounts is recognized as paid by the Advertiser as payment (prepayment) for Veezy services under other (in including future) contracts, except for:

– when otherwise expressly provided by the terms of the Offer

– when otherwise agreed by the Parties upon termination of the Agreement. This condition remains in force and is also valid after termination of the Agreement.

6.14.1
On a monthly basis (on the last day of the reporting period) and/or upon completion of the provision of Services under the Agreement (Invoice), Veezy generates a unilateral Statement of Services Rendered in accordance with the volume of Services actually provided in the reporting period.

6.14.2
The Services shall be deemed to have been duly rendered by Veezy and accepted by the Advertiser to the extent specified in the Act if Veezy has not received reasoned written objections from the Advertiser within fifteen days after the end of the reporting period.

After the expiration of the period specified above, the Customer’s claims regarding the shortcomings of the Services, including in terms of quantity (volume), cost and quality, are not accepted.

6.15
In cases stipulated by the current legislation, when making payments for the Services, when returning the funds received as a result of these calculations, the cash receipt is sent to the e-mail address specified when invoicing or created when registering an account under which the Advertiser was authorized when making a payment.

When making payments for the Services provided for in clause 5.3 of Art. 1.2 of Federal Law No. 54-FZ dated May 22, 2003, the Advertiser is obliged to indicate in the purpose of payment information about the invoice number issued by Veezy to the Advertiser as well as the name/full name of the Advertiser. If Veezy does not receive or lacks such information, if specified information is incomplete and/or unreliable any, the calculation is considered completed only after Veezy receives from the Advertiser complete and reliable information about the purpose of the payment in accordance with the requirements specified in this paragraph above.

6.16
Statistics data can be adjusted taking into account the functioning of the anti-fraud filter, including upon expiration of the reporting period for which the adjustment is carried out on the grounds identified after the end of such reporting period. In the event that the specified data is adjusted after the end of the reporting period, the cost of services rendered during the reporting period and specified in the Statement of Services Rendered is not subject to change (recalculation), and services in the amount and amount specified in the Statement are considered to be provided properly. At the same time Veezy provides a discount on Services purchased (ordered) using the Advertiser’s account in subsequent reporting periods in the amount of the CPCs that did not pass the anti-fraud filter. This discount is not redeemable in cash. The specified discount can be provided in subsequent reporting periods:

– 6.16.1
as part of orders for Services for which the Services at the end of the reporting period (the period in which the adjustment was made) were not provided in full;

– 6.16.2
as part of orders of Services for which the Services at the end of the reporting period (the period in which the adjustment was made) were provided in full if at the time of the adjustment there are no orders specified in clause 6.16.1 of the Offer.

7. Acceptance of the offer and conclusion of the contract

7.1
The Advertiser makes an Acceptance of the Offer:

7.1.1
If the Agreement is concluded on a prepaid basis by prepayment against the Veezy Services Account for which the Agreement is concluded within the established period. In the event that the Acceptance of the Offer (payment of the Invoice) was not made within the established payment period, the Offer shall cease to be valid in relation to such ordered Services and Veezy reserves the right to remove the relevant Advertising Campaigns

7.1.1.1
In the event that the Advertiser uses the “Account Auto Top-Up” functionality, the Offer is accepted at the moment the specified functionality is activated in the Client’s web interface – in the amount specified by the Customer in the Client’s web interface. If the payment for the Services under the agreement concluded on the terms of the Acceptance of the Offer (connection of the functionality) specified in this subparagraph was not made within the established payment period, the Offer becomes invalid in relation to such ordered Services, and Veezy reserves the right to delete the corresponding Advertising campaigns

7.1.2
In case of conclusion of the Agreement on the terms of deferred payment by:

7.1.2.1
an advertiser – a legal entity by performing the following actions:
– expressing consent to the conclusion of the Agreement with a deferred payment by putting a tick in front of “I have read the offer and accept its terms" in the Client web interface
– issuing an Invoice for Services rendered with deferred payment; or
– expressing consent to the conclusion of the Agreement with a deferred payment by selecting the “Deactivation threshold" functionality (if it is available to the Advertiser) which allows to automatically order Services for the amount set by the Advertiser (within the limits set by Veezy).

7.1.2.2

an advertiser – an individual by performing the following actions:
– expressing consent to the conclusion of the Agreement with a deferred payment by putting a tick in front of “I have read the offer and accept its terms" in the Client web interface
– issuing an Invoice for Services rendered with deferred payment; by clicking on the button “Top up now, pay later"; or
– expressing consent to the conclusion of the Agreement with a deferred payment by selecting the “Deactivation threshold" functionality (if it is available to the Advertiser) which allows to automatically order Services for the amount set by the Advertiser (within the limits set by Veezy).

7.1.2.3
an advertiser – an individual entrepreneur by performing the actions specified in clause 7.1.2.1 or in clause 7.1.2.2 (depending on the information provided by the Advertiser about himself in the Client web interface).

7.2
Several Agreements can be concluded in relation to one Advertising Campaign, and the Agreement can be concluded in relation to several Advertising Campaigns.

7.3
The Disconnection Threshold functionality after its activation by the Advertiser can be disabled only if there is no debt under any Agreements concluded using the account in which the Advertiser is authorized when ordering the Services.

8. Validity and change of conditions of the offer

8.1
The Offer comes into force from the moment it is posted on the Internet at https://veezy.one/privacy-policy-smart/ and is valid until the withdrawal of the Veezy Offer.

8.2
Veezy reserves the right to amend the terms of the Offer, as well as the Mandatory Documents, and/or withdraw the Offer, as well as terminate any of the Mandatory Documents at any time in its sole discretion. If Veezy makes changes to the Offer and/or Mandatory Documents, such changes shall take effect from the moment the amended text of the Offer and/or Mandatory Documents is posted on the Internet as specified in clauses 3.1 and 8.1. addresses, unless a different date for the entry into force of the changes is additionally determined upon such placement.

9. Validity and modification of the contract

9.1
Acceptance of the Offer by the Advertiser made in accordance with Article 7 of the Offer creates an Agreement (Article 438 of the Civil Code of the Russian Federation) on the terms of the Offer.

9.2
The Agreement comes into force from the moment the Offer is Accepted by the Advertiser and is valid: a) until the Parties fulfill their obligations under the Agreement, namely, the Advertiser pays the cost of the Services and Veezy provides Services in an amount corresponding to the cost of the Services or b) until the termination of the Agreement.

9.3
The Advertiser agrees and acknowledges that the introduction of changes to the Offer and/or Mandatory Documents entails making these changes to the Agreement concluded and valid between the Advertiser and Veezy and these changes to the Agreement shall come into force simultaneously with such changes to the Offer and/or Mandatory Documents.

9.4
If Veezy withdraws the Offer during the term of the Agreement, the Agreement shall be deemed terminated from the moment of withdrawal, unless otherwise specified by Veezy when withdrawing the Offer.

10. Termination of the contract

10.1
The contract may be terminated:

10.1.1
By agreement of the Parties at any time.

10.1.2
At the initiative of any of the Parties in case of violation by the other Party of the terms of the Agreement with a written notification of the other Party.

10.1.3
On other grounds provided for by this Offer.

11. Guarantees

11.1
During the term of the Agreement Veezy will make every effort to correct the failures and errors, if any, as soon as possible. At the same time Veezy does not guarantee the absence of errors and failures in the placement of Advertisements including with respect to the operation of the software.

11.2
Except for the warranties expressly stated in the text of the Offer, Veezy does not provide any other express or implied warranties under the Agreement and expressly disclaims any warranties or conditions regarding non-infringement of rights, compliance of the Services with the specific purposes of the Advertiser.

11.3
By agreeing to the terms and accepting the terms of this Offer by Accepting the Offer, the Advertiser (or a representative of the Advertiser, including an individual duly authorized to enter into the Agreement on behalf of the Advertiser) represents Veezy and warrants to Veezy that:

11.3.1
The Advertiser (Representative of the Advertiser) provided reliable data, including personal data, of the Advertiser (representative of the Advertiser) when registering as a user on Veezy Smart as well as reliable data, including personal data, of the Advertiser when processing payment documents for payment for the Services.

11.3.2
The Advertiser enters into the Agreement voluntarily while the Advertiser (the Advertiser’s representative):

– fully familiarized with the terms of the Offer

– fully understands the subject of the Offer and the Agreement

– fully understands the meaning and consequences of their actions in relation to the conclusion and execution of the Agreement

11.3.3
The Advertiser (the Advertiser’s representative) has all the rights and powers necessary to conclude and execute the Agreement.

11.3.4
Placement of the Advertising Campaign, reproduction and display of Advertisements as part of the Advertising Campaign, the content and form of advertising materials (including, but not limited to, the content of Advertisements, web pages and sites to which the Link is established, contact details, intellectual property objects used in advertising ), the materials to which the Link is established do not violate and do not entail a violation of the current legislation and / or the rights of third parties.

11.3.5
Using additional settings for displaying ads as well as additional functionality for managing advertising campaigns which allow the Advertiser to automatically generate the content of Advertisements including, but not limited to, titles of Advertisements, links in them, icons, and also to determine keywords for displaying an Advertisement, the Advertiser agrees for being responsible for the compliance of the content of Advertisements created by the Advertiser using the specified settings and functionalities with the requirements of the law, including the requirements of the legislation on advertising and competition protection. At the same time, Veezy does not guarantee the absence of errors in the operation of these settings and functionalities as well as their compliance with the goals and expectations of the Advertiser.

12. Liability and limitation of liability

12.1
For violation of the terms of the Agreement, the Parties shall be liable under the Agreement and / or the current legislation of the Russian Federation.

12.2
Under no circumstances shall Veezy be liable under the Agreement for:

a)
any actions/inactions that are a direct or indirect result of the actions/inactions of the Advertiser and/or third parties

b)
any consequential damages and/or loss of profits of the Advertiser and/or third parties, whether Veezy could have foreseen the possibility of such damages or not

c)
use (impossibility of use) and any consequences of use (impossibility of use) by the Advertiser of the chosen form of payment for the Services under the Agreement, as well as the use/inability to use by the Advertiser and/or third parties of any means and/or methods of transmitting/receiving information

12.3
The total amount of Veezy’s liability under the Agreement, including the amount of penalties (fines, penalties) and/or recoverable damages, for any claim in relation to the Agreement or its execution, is limited to 10% of the cost of the Services under the Agreement.

12.4
The Parties are released from liability for partial or complete failure to fulfill obligations under this Agreement if this failure was the result of force majeure circumstances that arose after the conclusion of the Agreement or if the failure to fulfill obligations by the Parties under the Agreement was the result of extraordinary events that the Parties could neither foresee nor prevent by reasonable means. Force majeure circumstances include events that the Party cannot influence and for the occurrence of which it is not responsible, including: war, uprising, strike, earthquake, flood, other natural disasters, fire, power failures that occurred through no fault of the Parties, actions and acts of authorities adopted after the conclusion of the Agreement and making it impossible to fulfill the obligations established by the Agreement and other unforeseen circumstances and events and phenomena beyond the control of the parties, but not limited to the specified.

12.5
The advertiser is fully responsible for

a)
compliance with all legal requirements, including, but not limited to, advertising, intellectual property, competition laws in relation to the content and form of the Advertisement and materials to which the Advertiser establishes a Link from the Advertisement, use of the site (domain name of the site), to which the Link is set, other actions carried out by him as an advertiser and / or advertising producer

b)
the accuracy of the information specified by him when registering as a user on Veezy, and the accuracy of the warranties and assurances of the Advertiser contained in clause 11 of the Offer.

12.6
Taking into account the terms of clause 12.5 of the Offer, the Advertiser undertakes, on his own and at his own expense, to resolve disputes and settle claims of third parties in relation to advertising (advertising campaigns, advertisements), in connection with his placement under the Agreement, or to compensate for losses (including legal costs) caused to Veezy in connection with claims and lawsuits, the basis for which was the placement of the Advertiser’s Advertisement under the Agreement. In the event that the content, form and/or placement of the Advertiser’s advertisement under the Agreement was the basis for the presentation of instructions to Veezy to pay penalties from the state authorities, the Advertiser undertakes to immediately provide Veezy with all the requested information regarding the placement and content of the advertisement, to assist Veezy at the request of Veezy in the settlement of injunctions, as well as indemnify all damages (including the cost of paying fines) caused to Veezy as a result of being presented with injunctions as a result of the placement of the Advertiser’s advertisement.

12.7
If the Advertiser fails to pay for the Services rendered by Veezy under the Agreement concluded on the terms of deferred payment, Veezy has the right to charge the Advertiser a penalty in the amount of 0.1% of the amount not paid on time for each day of delay.

12.8
If the Advertiser violates the terms of the Agreement, Veezy has the right to suspend the provision of the Services until the Advertiser eliminates the violations and reimburses (compensates) the losses caused to Veezy by such violation in full and/or terminates the Agreement by sending a corresponding notice to the Advertiser at the Advertiser’s email address specified when creating the Advertisement. campaigns. Veezy has the right, by deduction from the funds received from the Advertiser as a prepayment for the Veezy Services, to recover from the Advertiser the amounts of presented penalties and damages in accordance with the Agreement.

12.9
Veezy has the right to refuse to place or stop placing an Advertisement if the placement of Advertisements with a Link to the relevant site has previously been the basis for the payment of penalties by Veezy (its affiliates, partners) to the state authorities, until Veezy (its affiliates, partners) is fully reimbursed of the losses incurred in this connection, regardless of who is the Advertiser in relation to such Advertisement. Veezy also has the right to refuse to provide the Services to a person who uses an account to place Advertisements who previously used to place Advertisements that were the basis for presenting Veezy (its affiliates, partners) with instructions from government authorities to pay penalties, up to the moment Veezy (its affiliates, partners) is fully reimbursed for the losses incurred in this connection, regardless of who the Advertiser is in relation to Advertisements.

13. Other terms

13.1
The contract, its conclusion and execution are governed by the current legislation of the Russian Federation. All issues not regulated by the Offer or not fully resolved are regulated in accordance with the substantive law of the Russian Federation. If disputes between the Advertiser and Veezy in relation to the Agreement are not resolved through negotiations between the Parties, they are subject to consideration in the manner prescribed by applicable law in the Arbitration Court of St. Petersburg.

13.2
Any notices under the Agreement may be sent by one Party to the other Party:

1)
by email

a)
to the Advertiser’s email address specified by him when creating the Advertising Campaign, from the Veezy email address specified in clause 14 of the Offer if the recipient is the Advertiser, and

b)
to the Veezy email address specified in clause 14 of the Offer, from the Advertiser’s email address specified by him when creating the Advertising Campaign

2)
by mail with acknowledgment of receipt or by courier with proof of delivery.

13.2.1
The parties have agreed that the Certificates of Services Rendered, invoices may be sent by Veezy to the Advertiser in the form of an electronic document signed with an enhanced qualified electronic signature in accordance with the requirements of the Federal Law “On Electronic Signature" No. 63-FZ dated 04/06/2011. Other types of documents may be sent by Veezy to the Advertiser in the form of an electronic document in the manner specified above, subject to prior notice to Veezy of the Advertiser in any of the following ways: by e-mail; by courier; by mail; by sending of Veezy to the Advertiser an electronic document signed with an enhanced qualified electronic signature in accordance with the requirements of the Federal Law “On Electronic Signature" No. 63-FZ dated 04/06/2011.

The Parties hereby confirm and guarantee that for the purposes of exchanging of electronic documents in the above cases, only a qualified electronic signature can be used and guarantee that when participating in electronic document management they comply with all the requirements of the Federal Law “On Electronic Signature” No. 63-FZ dated 04/06/2011 and other applicable laws.

Sending Veezy Service Certificates, invoices in the above way is carried out only if the Advertiser meets the following conditions:

– The advertiser is a subscriber of the electronic document management operator
– The advertiser has signed an agreement on electronic document management with Veezy, using their personal account in the system of the electronic document management operator for the specified purposes.

Veezy and Advertiser acknowledge that in an electronic document, the name of the party “Seller" is equivalent to the name “Veezy" or “Contractor", and the name “Buyer" is equivalent to the name “Advertiser" or “Customer".

13.3
If one or more provisions of the Offer are for any reason invalid, unenforceable, such invalidity does not affect the validity of any other provision of the Offer (Agreement), which remains in force.

13.4
Without conflicting with the terms of the Offer, the Advertiser and Veezy may at any time enter into an Agreement for the provision of Services in the form of a written bilateral document.

13.5
Veezy may provide the Advertiser with a translation of this Offer from Russian into other languages, however, in the event of a discrepancy between the terms of the Offer in Russian and its translation, only the Russian version of the Offer shall be legally binding.

14. Veezy details

Name: IT CREW LLC

Address: 199178, Russia, St. Petersburg, 17th Line V.O., building 52, building 2 lit. A, office 11 H
OGRN 1187847171588
INN: 7801358143
KPP: 780101001
tel.: 8 (800) 550-78-53
email: info@veezy.one

Bank details:
Bank: Saint Petersburg Branch of JSC “ALFA-BANK"
BIC: 044030786
account: 40702810532230003076
c/s: 30101810600000000786
Currency: Ruble