User agreement - Advertiser
This document represents an offer of the "LINDERSON INVESTMENTS" LP (hereinafter - "Ginads") to conclude an Agreement for the provision of Services to attract visitors to the websites of Advertisers on the conditions set out below.
DEFINITIONS AND TERMS
1.1. For the purposes of this document, the following terms are used with the following meanings:
User - a visitor to information resources on the Internet.
Link - a text link included in an Advertising Campaign that redirects users who have accessed it through a Click to an information resource (site) on the Internet, the address (URL) of which is specified by the Advertiser for this Advertising Campaign (hereinafter referred to as the “Site Link”) on which the Advertising materials of the Advertiser.
Advertising campaign - a set of settings ordered by the Advertiser for the repurchase of impressions of the Advertiser's Advertising materials, in relation to which the Services are provided to ensure the transitions of Internet Users to the Advertiser's website, in accordance with the placement conditions determined by the Advertiser. Advertising campaign settings are stored and displayed in the Advertiser's personal account, in the Ginads system.
Offer Acceptance - full and unconditional acceptance of the Offer by performing the actions specified in section 7. of the Offer. An Agreement is concluded by the acceptance of the Offer.
Advertising materials - a website or page, a link to which is indicated by the Advertiser in the personal account.
WEB-site is a source of information on the Internet defined by a separate address (domain).
Click (Transitions) - a user's request by a link that redirects users who have applied to it to the Advertiser's website.
Targeting - setting up a selection of Users to switch to the Advertiser's Advertising Materials only to certain groups of users (subject (users of Web sites with a given theme), geo targeting (Internet users from a certain city, country, region), transition time, etc.).
Advertiser - a person who has carried out the Offer Acceptance. The Advertiser is the Customer of the Ginads Services under the concluded Agreement and is responsible for all actions performed by him, as well as by his representative through the Client's web interface.
Client web interface is a software interface for the Advertiser's interaction with the Ginads service, which contains information about the Advertiser, statistics and other information regarding the Ginads Services, and also provides the opportunity for remote interaction of the Parties under the Agreement (compiling and editing Advertisements, managing the course of the Advertising Campaign , selection of keywords, assignment of Prices per Click, but not limited to the above), available to the Advertiser after authorization using the Advertiser's login and password on Ginads.ru, through application programs (including programs for mobile devices) or API.
1.2. The Offer may contain terms that are 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.
SUBJECT OF THE CONTRACT
2.1. The subject of the Agreement is the provision of paid services by Ginads to the Advertiser on the terms of this Offer, to ensure the transitions of Internet Users to the Advertiser's website by placing advertising teasers on advertising sites presented in the Ginads system.
TERMS OF SERVICE PROVISION
3.1. The Services are provided only in relation to the Advertising Campaign (s) for which the Advertiser has accepted the Offer.
3.2. The Advertiser (representative of the Advertiser) independently prepares and edits the Advertising Campaign. Taking into account all the requirements determined by the Offer, unless otherwise agreed by the Parties additionally. The advertiser, independently and in full, bears the responsibility stipulated by the legislation as a person who, using the possibilities provided by the Ginads system, brings information into a form ready for distribution in the form of advertising, and guarantees the compliance of the Advertising materials drawn up and provided by him for placing Ginads with all the requirements of the current legislation.
3.3. Ginads has the right to check the Advertising campaigns of the Advertiser for compliance with the requirements of the Offer (Agreement), both before the start of the provision of the Services, and at any time after the start of the placement of the Advertising campaign.
3.4. Ginads reserves the right to:
3.4.1. suspend the provision of the Services and / or terminate the Agreement (s) with the Advertiser unilaterally if:
a) the cost of the Services provided by Ginads under the Agreement concluded on a prepayment basis became equal to or exceeded the amount transferred by the Advertiser to the account of the Ginads system as a prepayment for the provision of the Services;
b) The Advertiser is in arrears in payment for Ginads Services, in particular, has violated the payment deadline for the Services provided to the Advertiser under the Agreement concluded on a deferred payment basis.
3.4.2. remove 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).
3.5. The Advertiser does not have the right to transfer his rights under the Agreement to any third party.
3.6. The advertiser is solely responsible for the safety and confidentiality of registration data (login and password). All actions taken in relation to Advertising campaigns using the Advertiser's login and password are considered to have been carried out by the Advertiser. The advertiser is solely responsible to third parties for all actions performed using the login and password. Ginads is not responsible for the unauthorized use of the Advertiser's registration data by third parties.
3.7. 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 Ginads system, generated as a result of processing user Clicks, are used.
RIGHTS AND OBLIGATIONS OF Ginads
4.1. Provide the Advertiser with Services in accordance with the Agreement concluded on the terms of the Offer.
4.2. When providing the Services under the Agreement, provide the Advertiser (Advertiser's representative) with the ability to access statistics of the Ginads system through the client's web interface using the Advertiser's login and password, while Ginads is not responsible if the Advertiser cannot get acquainted with the statistics data for reasons beyond the control of Ginads.
4.3. Ensure confidentiality in relation to the Advertiser (representative of the Advertiser) and its Advertising Campaigns, including by providing access to the Advertising Campaign only by entering the Advertiser's login and password.
4.4. Do not transfer your rights under the Agreement to any third party.
The contractor has the right:
4.5. Temporarily suspend the provision of the Services to the Advertiser under the Agreement for technical, technological or other reasons that impede the provision of the Services, for the period of elimination of such reasons.
4.6. Suspend the provision of Services under the Agreement and / or early terminate the Agreement 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.
RIGHTS AND OBLIGATIONS OF THE ADVERTISER
The advertiser undertakes:
5.1. Prepare an Advertising Campaign on your own, in a form ready for distribution, in accordance with the established form (clause 3.2. Of the Agreement). The prices for Clicks are considered to be agreed by the Parties at the moment when the Advertiser saves the corresponding terms of the advertising campaign under his account on the Ginads Website. The rest of the terms of the advertising campaign are considered agreed two hours after the specified moment.
5.2. When preparing, creating, changing an Advertising Campaign, comply with all applicable norms and requirements of current legislation, including the Federal Law "On Advertising", legislation on intellectual property, the Federal Law "On Protection of Competition", but not limited to the above.
5.3. If the advertised services or activities are subject to licensing and / or mandatory certification, provide Ginads with duly certified copies of the relevant licenses, certificates by the time the corresponding Advertising Campaign starts or within one business day from the moment of Ginads's request. In case of failure to submit the specified documents, Tizermedi has the right to refuse and / or suspend / terminate the placement of the corresponding Advertising Campaign.
5.4. Pay for the Services of Ginads under the Agreement within the terms and procedure established in the Offer (Agreement).
The advertiser has the right to:
5.5. Access to statistical data in the prescribed manner.
5.6. Change the Advertising Campaign (including the terms of placement) at any time in compliance with all the requirements established by the Agreement.
5.7. Suspend or terminate the Advertising Campaign at any time.
COST OF SERVICES AND TERMS OF PAYMENT
6.1. The cost of the Services rendered by Ginads under the Agreement is determined in accordance with the statistics of Ginads, based on the prices for Clicks and the number of Clicks for the reporting period. At the same time, the prices for Clicks are agreed by the Parties during the Advertising Campaign within the Clicks prices set by Ginads, taking into account the maximum prices for Clicks set by the Advertiser, as well as the formats of advertising materials and placement conditions and are reflected in the Ginads statistics data.
6.2. The reporting period for the provision of the Services is set within a calendar month.
6.3. 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, by bank transfer.
6.4. The Services are rendered to the Advertiser on a prepayment basis for the Services. The Advertiser makes an advance payment of 100% (One hundred percent) of the total cost of the ordered Services. Payment by the Advertiser for the services is the Offer Acceptance and entails the conclusion of the Agreement on the terms of advance payment (clause 7. Of the Offer).
6.5. For the purposes of this clause of the Offer, the period calculated in calendar days does not include non-working days and holidays.
6.6. For the purposes of the Agreement, payment for the Services is made in a non-cash manner, in particular by bank transfer or other legal method accepted by Ginads (indicated in the section "Top up the balance" on the Ginads.ru website). The choice and use of the method of payment for the Services is made by the Advertiser at its sole discretion and without the stipulated responsibility of Ginads. Security, confidentiality, as well as other conditions for using the method / form of payment chosen by the Advertiser go beyond the Offer and the Agreement and are governed by agreements (contracts) between the Advertiser and the relevant organizations.
6.7. The advertiser undertakes to notify Ginads about the payment made with the provision of a copy of the payment document with the mark of the executing bank (if available for the corresponding payment method).
6.8. The services are considered paid by the Advertiser from the moment Ginads receives a confirmation from the bank about the receipt of the entire amount of payment to the Ginads account. In some cases, at the sole discretion of Ginads, confirmation of the fact of payment can be: a) a facsimile copy of the payment order for non-cash payment; b) a facsimile copy of the payment receipt with the seal of the bank through which the payment was made; c) verification by Ginads of the fact of payment in favor of Ginads through the payment system if the Advertiser makes an electronic payment.
6.9. On a monthly basis (on the last day of the reporting period) and / or upon completion of the provision of Services under the Agreement, Ginads draws up a unilateral Act of Services Rendered in accordance with the volume of Services actually provided in the reporting period.
6.10. In the event that the advance payment exceeds the amount of services actually rendered by Ginads, the remaining funds are credited towards payment for future services.
ACCEPTANCE OF THE OFFER AND CONCLUSION OF THE AGREEMENT
7.1. The Advertiser makes the Offer Acceptance in the event of the conclusion of the Agreement on a prepayment basis by prepayment for the Ginads Services, in respect of which the Agreement is concluded.
PERIOD OF VALIDITY AND CHANGE OF TERMS OF THE OFFER
8.1. The Offer comes into force from the moment it is posted on the Internet (at: https://Ginads.net/index/documents/advertiser_user_agreement) and is valid until the Ginads Offer is revoked.
8.2. Ginads reserves the right to amend the terms of the Offer and / or withdraw the Offer at any time at its sole discretion. In the event that Ginads makes changes to the Offer, such changes come into force from the moment the amended text of the Offer is posted on the Internet at the address specified in clause 8.1.
VALIDITY AND AMENDMENT OF THE AGREEMENT
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 enters into force from the moment of the Offer Acceptance 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 the provision of Ginads Services in an amount corresponding to the cost of the Services, or b) until the Agreement is terminated.
9.3. The Advertiser agrees and acknowledges that making changes to the Offer entails making these changes to the Agreement concluded and in force between the Advertiser and Ginads, and these changes to the Agreement come into force simultaneously with such changes to the Offer.
9.4. In case of withdrawal of Ginads's Offer during the term of the Agreement, the Agreement shall be deemed terminated from the moment of withdrawal, unless otherwise agreed by Ginads upon withdrawing the Offer.
10. TERMINATION OF THE CONTRACT
10.1. The contract can be terminated:
10.2. By agreement of the Parties at any time.
10.3. On the initiative of either of the Parties in case of violation by the other Party of the terms of the Agreement with written notification of the other Party.
10.4. On other grounds provided for by this Offer.
11.1. The Services are delivered "AS IS" ("AS IS") without warranty of performance, purchasing power, data integrity, or other express or implied warranties. Ginads does not bear any responsibility for causing or the possibility of causing harm to the Advertiser, his information or business due to the use or inability to use the Services.
11.2. During the term of the Agreement, Ginads will make every effort to eliminate any failures and errors, if any, as soon as possible. At the same time, Ginads does not guarantee the absence of errors.
11.2. During the term of the Agreement, Ginads will make every effort to eliminate any failures and errors, if any, as soon as possible. At the same time, Ginads does not guarantee the absence of errors and failures in the placement of Advertisements, including with respect to the operation of the software.
11.3. By agreeing to the terms and conditions of this Agreement, the Advertiser assures Ginads and guarantees that:
11.3.1. The Advertiser enters into an Agreement voluntarily, while the Advertiser:
a) fully familiarized himself with the terms of the Agreement,
b) fully understands the subject of the Agreement,
c) fully understands the meaning and consequences of his actions in relation to the conclusion and execution of the Agreement.
11.3.2. The Advertiser has all the rights and powers necessary for the conclusion and execution of the Agreement.
11.3.3. Placement of the Advertising Campaign, including, but not limited to, the materials to which the Link is installed, do not violate and do not entail a violation of the current legislation and / or the rights of third parties.
12. LIABILITY AND LIMITATION OF LIABILITY
12.1. For violation of the terms of the Agreement, the Parties bear responsibility established by the Agreement and / or the current legislation of the Russian Federation.
12.2. Popader under no circumstances bears any responsibility under the Agreement for: a) any actions / inaction that are a direct or indirect result of actions / inaction of the Advertiser and / or third parties; b) any indirect losses and / or lost profits of the Advertiser and / or third parties, regardless of whether Ginads could foresee the possibility of such losses or not; c) use (impossibility of use) and any consequences of the use (impossibility of use) by the Advertiser of the chosen form of payment for the Services under the Agreement, as well as the use / impossibility of use by the Advertiser and / or third parties of any means and / or methods of transmitting / receiving information ...
12.3. The aggregate amount of Ginads's liability under the Agreement, including the amount of penalties (fines, penalties) and / or reimbursable damages, for any claim or claim in relation to the Agreement or its performance, is limited to 10% of the cost of the Services under the Agreement.
12.4. The Parties are exempt from liability for partial or complete non-fulfillment of 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 measures. 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 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 above.
12.5. The Advertiser is fully responsible for a) compliance with all legal requirements, including, but not limited to, legislation on advertising, intellectual property, competition, in relation to the content and form of Advertising and materials to which the Advertiser installs a Link to send visitors , the choice of targeting, the use of the site (domain name of the site) to which the Link is installed, other actions carried out by him as an advertiser and / or advertising producer; b) the reliability of the information specified by him when registering as a user on Ginads, and the reliability of the advertiser's guarantees and assurances contained in clause 11 of the Offer.
12.6. Taking into account the conditions of clause 12.5 of the Offer, the Advertiser undertakes, on its own and at its own expense, to resolve disputes and settle claims of third parties in relation to advertising (Advertising campaigns, Advertising materials), in connection with its placement under the Agreement, or to reimburse losses (including legal costs ), caused by Ginads in connection with claims and claims, the basis for the presentation of 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 advertising under the Agreement was the basis for the presentation to Ginads of instructions on payment of penalties from the state authorities, the Advertiser undertakes to immediately, at the request of Ginads, provide him with all the requested information regarding the placement and content of advertising, to assist Ginads in the settlement of prescriptions, as well as to reimburse all losses (including the costs of paying fines) caused by Ginads as a result of the presentation of prescriptions to it as a result of the placement of the Advertiser's Advertising.
12.7. If the Advertiser violates the terms of the Agreement, Ginads has the right to suspend the provision of the Services until the Advertiser eliminates the violations and reimburses (compensation) the losses caused by Ginads by such violation in full and / or terminate the Agreement with sending a corresponding notification to the Advertiser at the Advertiser's e-mail address specified when creating Advertising campaign. In case of termination of the Agreement on the specified basis, Ginads has the right to collect from the Advertiser the amounts of forfeits and losses presented in accordance with the Agreement by withholding.
13. OTHER CONDITIONS
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 regulated are regulated in accordance with the substantive law of the Russian Federation. If disputes between the Advertiser and Ginads in relation to the Agreement are not resolved through negotiations between the Parties, they are subject to consideration in the manner prescribed by the current legislation in the Arbitration Court of Moscow.
13.2. Any notices under the Agreement may be sent by one Party to the other Party: 1) by e-mail a) to the Advertiser's email address specified by him when creating the Advertising Campaign, from the Ginads email address specified in clause 14 of the Offer if the recipient is the Advertiser , and b) to the email address of Ginads specified in clause 14 of the Offer, from the email address of the Advertiser specified by him when creating the Advertising Campaign.
13.3. In the event that 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 remain in force.
13.4. Without conflicting with the terms of the Offer, the Advertiser and Ginads have the right to conclude an Agreement for the provision of Services at any time in the form of a written bilateral document.
14. DETAILS of Ginads
Company address: 18/2 ROYSTON MAINS STREET EDINBURGH, SCOTLAND EH5 1LB
Bank Country: Latvia
Account Owner: LINDERSON INVESTMENTS LP
USD IBAN: LV33LAPB0000086057608
EURO IBAN: LV04LAPB0000086059488
Bank Name: AS LATVIJAS PASTA BANKA
ZIP Code / City: LV-1011, Riga
Adress: 54 Brivibas street
Countries for which this offer agreement is available: