Date of publication: August 29, 2023
Effective date: August 30, 2023
This document ("Offer") is issued by MGL MY.COM (CYPRUS) LIMITED (registration number: HE 367552) with its registered office at 28 Oktovriou, 365 VASHIOTIS SEAFRONT, office 402 Neapoli, 3107, Limassol, Cyprus (“Company"). It is an official proposal to enter into a services agreement between you or your company (“Publisher”) and the Company on the terms set out in this present Offer. Company and Publisher (“Parties”).
1. PROCEDURE FOR CONCLUSION OF THE AGREEMENT. ACCEPTANCE OF THE OFFER
1.1 The Agreement, under the conditions of the present Offer (“Agreement”), is concluded between the Parties at the time of the Publisher’s acceptance of all the conditions of the present Offer. Acceptance of the Offer with reservations is not allowed.
1.2. Unless otherwise agreed by the Parties the Publisher accepts the Offer by aggregate performance of the following conditions: (a) by ticking a checkbox to confirm that the Offer was read and the terms are accepted during the process of registering in VK Ad Network, (b) by commencement of the Services (as defined below).
1.3. The specific way in which acceptance of the terms of the Offer is expressed by ticking a checkbox is determined by the interface of VK Ad Network. The Publisher cannot register in VK Ad Network and receive access to the Account without confirming acceptance of the terms of the Offer.
1.4. By accepting the Offer, the Publisher acknowledges and confirms that it has read and fully agreed to the “Terms and Conditions for Publishers” available at https://help.mail.ru/legal/terms/adsvk/partners-doc-terms-for-nonresidents which are an integral part of the present Offer (“Terms”). All terms used in the Agreement, the contents of which are not disclosed, and are used with the meanings specified in the Terms/ Relap Terms.
1.6. The Offer also regulates the rights and obligations of the Company and the Partner arising in connection with the Partner's use of the Relap found at: https://relap.io/ and the provision of the services specified in the Relap Terms. If the Partner registers on the Relap, the Partner acknowledges and confirms that, in addition to the Terms specified in clause 1.4. hereof, read and fully agrees with the Terms and conditions of the Relap for publishers found at: https://relap.io/privacy/terms-for-nonresidents (“Relap Terms”). For the avoidance of doubt, the terms of the Offer regarding the use of the Relap apply only to those Partners who have collectively performed the following actions: registered in the Relap, accepted the Relap Terms and accepted the Offer. All terms and conditions not regulated by the Offer in relation to the services specified in clause 2.1.2 hereof are regulated by the Relap Terms.
2. SUBJECT OF THE AGREEMENT
2.1. The Publisher undertakes to provide the Company with the following services:
2.1.1. related to the placement of Advertising materials provided by VK Ad Network on the Publisher Media and/ or
2.1.2. related to the placement of Advertising materials provided by Relap on the Publisher Media ("Services"), in exchange for a remuneration, the amount and procedures of which are determined in accordance with the terms of the Agreement.
2.2. The Parties confirm that VK Ad Network shall be the only facility for them to set the algorithm and conditions for the Services, specified in clause 2.1.1 hereof.
3. PAYMENTS AND SETTLEMENT PROCEDURE
3.1. The Company will pay the Publisher a percentage of the Net Revenue as defined below arising from such Publisher Media for each Reporting period as solely determined by the Company (“Remuneration”). The Remuneration for the services specified in clause 2.1.2. hereof is solely determined by the Company and indicated in the Relap Partner Account on the Relap. “Net Revenue” means the total cost for the Advertising materials placement on the Publisher Media in the Reporting period and minus deductions for the cost of the Services rendered in violation of the Agreement, bad debt, chargebacks and refunds and any taxes (if applicable).
3.2. The Remuneration and the Services rendering period of the Services, provided according to clause 2.1.1. hereof, shall be determined based solely on Statistics data reported in VK Ad Network. Remuneration, as well as the Reporting period of the services provided in accordance with clause 2.1.2. hereof are determined solely on the basis of Relap Advertising Statistics available through the Relap. The Company shall provide the Publisher a report or will enable the Publisher to access such reports through VK Ad Network, showing the bases for calculating the Remuneration for such Reporting period (“Report”). The Remuneration shall be determined and paid to the Publisher in currency selected by the Publisher when registering in VK Ad Network.
3.3. The Publisher shall invoice the Company according to the Report.
3.4. The Company shall pay the Remuneration within thirty (30) calendar days after receiving the invoice by bank transfer to the bank account specified by the Publisher in the Account. If the amount due is less than three hundred (300) of the selected currency according to clause 3.2 hereof, payment of the Remuneration shall be transferred to the following Reporting period until accumulation of the stated threshold amount.
3.5. Each Party shall be responsible for the payment of its own taxes and tax liabilities arising from the Agreement. For the avoidance of doubt, if the Publisher is a resident of Cyprus, then the payment for the Services is subject to VAT 19%.
3.6. The Company’s obligation to pay the Remuneration shall be considered fulfilled from the moment of debiting the Company’s bank account.
3.7. Unless otherwise specified in the Offer or the Terms or Relap Terms, the amount of the Remuneration may be changed only by an additional written agreement of the Parties. Without detracting from the above, the Company has the right to review the amount of remuneration in current Reporting Period, as well as in unlimited number of previous Reporting periods as a result of an audit of clicks, impressions and actions, if such audit reveal Prohibited Activities or Prohibited Content performed by Publisher or any third parties in violation of sub-clause 2.6.7 and clause 2.7 of the Terms.
3.8. The Partner acknowledges and agrees that the Company accrues and pays the Remuneration for the provision of services provided according to clause 2.1.2. hereof, only if the Partner is registered (has a valid Account) in the VK Ad Network linked to the Relap Partner Account.
If the Partner does not have a valid Account in the VK Ad Network and/or a valid Account in the VK Ad Network is not linked to the Relap Partner Account, the Remuneration for these services is not accrued and paid by the Company, while the Company is released from the obligation to accrue and pay such Remuneration to the Partner, which is not considered as a breach of the Agreement. The Company does not bear any responsibility in case of the consequences specified in this clause.
4. TERM AND TERMINATION. AMENDMENT OF THE AGREEMENT
4.1. The current version of the Agreement is available at https://help.mail.ru/legal/terms/adsvk/partners-doc-offer-for-nonresidents . The Company shall be entitled to add, to delete from or to modify the Agreement (including the Terms and/ or Relap Terms) at any time. The Publisher should look at the Agreement regularly. The changes will become effective immediately after posting with notice to the Publisher through VK Ad Network, Relap or by email or by any other means available.
4.2. If the Publisher disagrees with the new version of the Agreement (including the Terms/ Relap Terms), the Publisher shall notify the Company of its unilateral withdrawal from the Agreement, in writing, within seven (7) calendar days from the date the revised Agreement enters into force. Otherwise, the revised Agreement shall be deemed accepted by the Publisher.
4.3. Either Party shall be entitled to terminate the Agreement subject to the written notice to the other Party in ten (10) calendar days prior to the expected date of termination.
4.4. In case of breach of the Agreement by the Publisher, the Company shall be entitled to unilaterally terminate the Agreement without any compensation to the Publisher for losses resulting from such termination, by notifying the Publisher of the termination by email.
5.1. Invalidity of any of the provisions of the Agreement shall not cause invalidity of other provisions or the Agreement as a whole.
5.2. The Agreement shall remain valid in case of change of the Parties’ details, amendments to the foundation documents thereof, change of form of incorporation, ownership of one or both Parties.
5.3. In the event of a change in the details or data specified by the Publisher in the Account, the Publisher undertakes to notify the Company within 3 (three) business days by sending an official letter confirming the change in the details, with supporting documents attached. The Company has the right to request the Publisher to provide additional supporting documents, if necessary. The processing of a request to change the details is carried out by the Company within 14 business days. All risks associated with late notification or provision of supporting documents shall be borne by the Publisher.
5.4. The Agreement, its conclusion and performance shall be construed and governed by law of England and Wales. Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London, UK. The language to be used in the arbitral proceedings shall be English.
5.5. All capitalized terms herein shall have the meaning set forth in the Terms.
5.6. The Agreement (including the Terms) together with any Addendums, constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior agreements, understandings and communications, oral or written, between the parties related to such subject matter (other than any such made fraudulently).
5.7. The Company may transfer, novate and/or assign any of its rights and obligations under this Agreement including the right to demand payment, as well as delegate them to third parties without the Publisher’s consent upon an official email notice to the Publisher.
5.8. Unless otherwise provided herein all notices shall be sent by the Parties via registered mail with delivery confirmation, while respective expenditures shall be paid by a sender. The said documents may be additionally transmitted via e-mail and/or fax.
5.9. The current version of the Agreement is published at https://help.mail.ru/legal/terms/adsvk/partners-doc-offer-for-nonresidents . The changes of the Agreement will become effective immediately after posting. For the avoidance of doubt, should the Agreement be entered into prior to August 31, 2023, the relations of the Parties shall be governed by the Agreement based on the current version hereof from August 31, 2023.
6. ANTI-CORRUPTION CLAUSE
6.1. The Parties hereby acknowledge and confirm that each of them complies with applicable anti-corruption laws.
6.2. The Parties do not perform actions (inaction) qualified by the applicable law as giving/receiving a bribe, commercial bribery, mediation in bribery/commercial bribery, abuse of power, illegal remuneration on behalf of a legal entity, as well as other actions (inaction) that violate the requirements of applicable anti-corruption laws.
6.3. The Parties do not accept, pay, offer to pay and do not allow the payment/receipt of any money or the transfer of any valuables (including intangible) directly or indirectly, to any person, in order to unlawfully influence actions or decisions with intention to obtain any unlawful advantages, including bypassing the procedure established by law, or pursuing other illegal goals.
6.4. If a Party suspects that a violation of any provisions of this Anti-Corruption Clause has occurred or may occur, this Party undertakes to notify the other Party of its suspicions in writing as soon as possible at the addresses specified in the details of the Agreement. Company can be also notified using the following addresses: https://www.servicetrust.ru/ or firstname.lastname@example.org.
6.5. In a written notice, the Party is obliged to refer to the facts and/or provide materials that reliably confirm or give reason to believe that a violation of any provisions of this Anti-Corruption Clause has occurred or may occur.
6.6. In case of violation of obligations by one of the Parties to comply with the requirements stipulated by the Anti-Corruption Clause, the other Party has the right to terminate the Agreement unilaterally out of court by sending a written notice of termination. The Agreement is considered terminated after 10 (ten) calendar days from the date of receipt of the relevant written notice of termination of the Agreement by the other Party.
Обновлено 29 августа 2023 г.