Public Offer Agreement
1.1. This public offer of RINTECH Limited Liability Company (TIN 6950229495, OGRN 1196952007471) defines the terms of the agreement for advertising promotion of the Advertiser's Service in the LOCALHUB Social Network (hereinafter referred to as the Agreement).
1.2. The Agreement (Offer) is addressed to an indefinite circle of persons as an offer from the Administration of the Social Network to consider themselves to have concluded an Agreement with the User of the Social Network who accepts the offer (Item 2 of Article 437 of the Civil Code of the Russian Federation) on the terms of this Document.
1.3. Proper acceptance of this offer in accordance with Article 438 of the Civil Code of the Russian Federation shall be considered the performance by the Advertiser of actions in accordance with the functionality of the Advertising Cabinet for the purpose of placing Advertising Materials in the Social Network.
1.4. The parties hereby confirm that they have read, understood, accepted, and fully agree to comply with this Agreement.
1.5. The terms of this Offer may be changed by the Administration unilaterally without any special notification of the Advertiser. The new version of the Agreement shall enter into force from the moment of its placement in the Social Network.
1.6. The current version of the Agreement is always available on the Social Network page at https://local-hub.ru/public-offer/.
1.7. The Administration recommends that Advertisers regularly check the terms of this Offer for changes. The performance of actions for sending and accepting this Offer by the User after changes have been made to the terms shall mean the User's consent to and acceptance of such changes.
2. Terms and Definitions
2.1. For the purposes of application and interpretation of this Agreement (Offer), the terms set forth in the User Agreement shall be used, as well as additional terms not included therein, as specified below in the text, unless the Agreement explicitly states otherwise. In the text of the Agreement, these terms may be indicated with a capital or lowercase letter in singular or plural, as well as in the form of abbreviations.
2.2. Terms:
Administration – RINTECH Limited Liability Company (TIN 6950229495, OGRN 1196952007471), legal address: 630005, Novosibirsk Oblast, Novosibirsk, Gogol Street, Building 44, which is:
- the entity that disseminates to the general public, distributes, operates, maintains, administers the Social Network and grants Users the right to use the Social Network under a non-exclusive license;
- the owner of exclusive rights to the Social Network and the Content placed therein and other intellectual property objects of the Administration;
- the entity providing Advertisers with services for advertising promotion of advertised goods, works, and/or services.
- the entity providing Services for access to other paid Services.
In accordance with the terms of this Agreement and the provisions of Item 5 of Article 18.1 of the Federal Law of March 13, 2006 No. 38-FZ "On Advertising", the Administration acts as an Advertising Distributor, as well as the main channel for transmitting information from the Advertiser to the ADO (Advertising Data Operator) and transmitting the token from the ADO to the Advertiser. The Administration is also responsible for submitting reports after the completion of advertising display and submitting acts of completed works and statistics.
Advertiser – a User of the Social Network using the Advertising Cabinet for further placement and promotion of Advertising Materials.
Advertising Cabinet – a special paid Service of the Social Network that allows the User to set up their advertising campaign and place an order for the placement of Advertising Materials according to parameters determined by the functionality of the Advertising Cabinet.
Material – audiovisual works and/or other works (photographs, musical works, integrations, teasers, posts and other materials) created and placed in the Social Network (including on other Internet resources) and/or transmitted to the Administration by the User. Materials may be created by the User or upon the User's order with the condition of transferring rights for the use of the Material to them and may include, among other things, the Blogger's image, Material, texts, photographs, sounds, music, etc.
Advertising Material (AM) – Material, information in any form, which by its nature or other characteristics relates to advertising within the meaning of Subitem 1 of Article 3 of the Federal Law of March 13, 2006 No. 38-FZ "On Advertising". The Advertising Material may be provided by the Advertiser or created upon the Advertiser's order by the Administration.
Advertisement – Advertising Material about goods, works or services offered by the Advertiser, that has undergone the marking procedure and is placed in the Social Network and/or on other information resource in accordance with the selected conditions and the term agreed upon by the Parties.
Advertising Cabinet Functionality – existing or current advertising campaign settings (for example: specify the type of Advertisement, target audience (age, gender, language, etc.), duration of placement, cost of the advertised object and other parameters). Each of the Advertising Cabinet settings actually implies an obligation of the Administration to perform the action specified in the setting. For example: selecting the time period for displaying Advertising Materials means the Administration's obligation to provide the technical possibility of publishing the Advertising Material for the specified time period on the selected publicly available page of the Social Network.
The Administration has the right to supplement and improve the Advertising Cabinet settings at any time.
Marking of Advertising Materials – the process performed by the Administration of registering all advertising materials, including assigning an identifier and obtaining a special mark – token. Each marked Advertising Material must contain information about the Advertiser – a company or individual entrepreneur who promotes their goods, works or services on the Internet.
All information must be submitted to the Unified Internet Advertising Registry (ERIR), supervised by the Federal Antimonopoly Service, Federal Tax Service and Roskomnadzor.
Services – the Administration's services for placing Advertising Materials in the Social Network in the manner and on conditions agreed upon by the Parties through the functionality of the Advertising Cabinet.
2.3. Other terms not defined in this section may be used in the Agreement. In this case, the interpretation of such a term shall be made in accordance with the text of the Agreement. In the absence of an unambiguous interpretation of a term in the text, one should be guided by the interpretation of the term defined primarily on the Website, and then by the established (commonly used) language on the Internet and other sources.
3. Subject of the Agreement. General Provisions
3.1. The Administration undertakes to provide Services for the placement and marking of Advertising Materials provided by the Advertiser and/or created or refined by the Administration upon the Advertiser's order based on Materials provided by them, for the purpose of subsequent placement in the Social Network and/or on other Internet resources.
3.2. The terms for the execution of this Agreement are determined by the functionality of the Administration's Service – "Advertising Cabinet", through the tools of which the User's Materials are determined, as well as Advertising Materials to be placed, the term of such placement, the cost of the Administration's services, including for the correction of Materials, bringing them to the requirements established by the legislation of the Russian Federation.
3.3. Additional services for refining the Advertiser's Materials to bring them into compliance with legislative requirements are selected by the Advertiser in accordance with the Advertising Cabinet Functionality.
3.4. The marking of Advertising Materials is carried out by the Administration in accordance with the requirements for the marking of Advertising Materials set forth in Article 18.1 of the Federal Law of March 13, 2006 No. 38-FZ "On Advertising" and in the Order of the Federal Service for Supervision in the Sphere of Communications, Information Technologies and Mass Communications dated November 30, 2022 No. 191 "On Approval of Requirements for the Advertising Identifier, its Content, Procedure and Terms of its Assignment, Placement when Distributing Advertising in the Information and Telecommunication Network 'Internet', Storage and Provision to the Federal Service for Supervision in the Sphere of Communications, Information Technologies and Mass Communications".
3.5. Non-compliance of the Material provided to the Administration is grounds for the Administration to reject the publication of the Advertisement. In this case, the Advertiser undertakes to make the necessary refinements.
4. Cost
4.1. Under this Agreement, the Advertiser pays for services for the placement and marking of Advertising Materials provided by the Advertiser and/or created or refined by the Administration upon the Advertiser's order based on Materials provided by them, for the purpose of subsequent placement in the Social Network and/or on other Internet resources.
4.2. The cost of services is established for the reporting period – calendar month.
4.3. The cost of services is determined based on the parameters for placing Advertising Materials and is communicated to the Advertiser through the user interface when publishing Advertising Materials in the Advertising Cabinet.
4.4. The cost of services is not subject to VAT based on Chapter 26.2 of the Tax Code of the Russian Federation (Tax Code of the Russian Federation). In the event the Administration loses the right to apply the simplified tax system or loses the right to exemption from calculation and payment of VAT, or the Administration transitions to the general taxation system (general regime) during the term of this Agreement, the cost of services shall be increased unilaterally by the amount of VAT at the current tax rate in accordance with the tax legislation of the Russian Federation.
4.5. The Administration begins providing services to the Advertiser after receiving payment for a specific invoice and after the Administration has verified the Advertising Materials provided by the Advertiser.
4.6. Payment for services is made by the Advertiser as an advance payment in the amount of 100% (one hundred percent) of the cost of the ordered services no later than the deadline specified in the invoice.
4.7. The Administration draws up an invoice and an act of rendered services/UPd for each reporting period and sends them within 10 (ten) business days from the beginning of the calendar month following the reporting period to the Advertiser's email address specified during registration.
4.8. In the event the Advertiser does not provide written objections to the services rendered in the reporting period within 5 (five) business days, the latter shall be deemed accepted by the Advertiser. At the same time, the act of rendered services/UPd signed by the Administration has full legal force.
4.9. The procedure for drawing up and providing invoices to the Advertiser, as well as the consequences of their non-receipt, are similar to those provided for in Clause 4.8 of the Agreement.
4.10. The brand name, address of location, postal address, TIN, KPP, contact and other information in primary documents are indicated in accordance with the Advertiser's details specified in the Advertising Cabinet and/or during registration in the Social Network.
4.11. The Advertiser is solely responsible for the correctness of the details specified in the Advertising Cabinet. In the event of changes to the Advertiser's details, they must immediately make the appropriate changes to the Advertising Cabinet, and if it is impossible to make such changes independently, notify the Administration of such changes in writing.
4.12. The Advertiser's obligations for payment of services shall be deemed fulfilled at the moment funds in Russian rubles are credited to the Administration's settlement account, and in the event the Advertiser makes an electronic payment, at the moment the Administration receives verified information from the relevant payment system about the receipt of payment in favor of the Administration.
5. Requirements for Advertisements
5.1. The Advertisement must comply with this Agreement, the legislation of the Russian Federation, and Applicable Legislation.
5.2. General requirements for the text of Advertising Materials:
5.2.1. The Advertisement must comply with the norms of the Russian language (or the norms of the language in which such advertisement is published).
5.2.2. The Advertisement must comply with the norms of punctuation and the use of special characters. Spaces must be placed between words, as well as after punctuation marks.
5.2.3. The Advertisement must comply with the norms of capitalization. Capital letters are used at the beginning of each new sentence, when writing proper names. Words written entirely in capital letters are allowed for well-known abbreviations or registered trademarks, confirmed by a scanned copy of the trademark registration certificate or a reference to the number in the open registers of Rospatent or the authority of a foreign state or the number assigned within the framework of international trademark registration.
5.2.4. The Advertisement must not contain special characters and emojis.
5.3. General requirements for images in the Advertisement:
5.3.1. The image must be of high quality. When using text in an image, you must not use intrusive, irritating inscriptions on a bright background, emojis, pay attention to the readability and clarity of inscriptions, text must not occupy more than 20% of the total area of the image. The exception is the use of a special background that is a graphic element.
5.3.2. The image must not contain explicit, frightening or aesthetically unacceptable images (including nude or provocatively dressed people, diseases, injuries, disasters, etc.), as well as images of alcoholic products (including beer) or tobacco products or the process of consuming such products. This rule also applies to video advertising clips; exceptions are possible for movie trailers, provided the appropriate targeting is available.
5.3.3. The image must not contain logos or other attributes of competitor companies.
5.3.4. The image must not contain images of banknotes.
5.3.5. The image must not be executed in aggressive colors and their combinations.
5.3.6. The image must not draw attention to negative details.
5.3.7. The image must not contain the image of a specific person, their personal data, who did not give consent to use their image and personal data.
5.3.8. The image must not contain sexual undertones.
5.3.9 For cosmetic or other medical procedures: "before" and "after" comparison is not allowed. Video demonstration is also not permitted.
5.3.10. The image must not consist of a collage of multiple pictures, and must also be comfortably perceived and not merge with the background of the image.
5.3.11. The image must contain explanatory text corresponding to the norms of capitalization. The exception may be a slogan of 2-5 words or the use of well-known abbreviations and registered trademarks. The absence of a connection between the Image and the text is not allowed.
5.4. The Advertisement must not mislead consumers and must be fully associated with the advertised object.
5.5. The Advertisement must not contain references to tragic events or words related to the causes of tragic events.
5.6. Imitating elements of the user interface in the Advertisement that may mislead Users of the Social Network is prohibited (for example, the words "click here", "check the boxes", etc., images of buttons, commands, etc.).
5.7. The Advertisement must not mislead consumers regarding the affiliation of the advertised brand (means of identification) to a specific Advertiser.
5.8. Rights to trademarks (service marks), copyright and related rights, rights to other intellectual property objects used in the Advertisement must be properly confirmed in accordance with the Civil Code of the Russian Federation.
5.9. The Advertisement must not contain direct references to name, age or other personal characteristics of Users, as well as information about sexual orientation, financial condition and other personal data.
5.10. The Advertisement must not contain a link with automatic redirection of users from one website to another.
5.11. The Advertisement must not contain well-known profanity, language perceived as criminal slang, indecent and offensive images, comparisons and expressions, including with respect to gender, race, nationality, profession, social category, age, language of a person and citizen, official state symbols, religious symbols.
6. Prohibition on Advertising of Prohibited Goods, Illegal Activities
6.1. Advertising the following is prohibited:
6.1.1. Websites that collect personal data and/or contact information (including phone numbers, email addresses) without explaining the purpose and/or consent to the processing of personal data.
6.1.2. Activities related to hacking Internet pages, promotion of Social Network communities and applications, as well as artificial increase of Social Network counters, for example, indicating "Like" or giving likes using any software tools, automated scripts, or on behalf of other users; conducting through spam mailings.
6.1.3. Adult goods and services: pornographic materials, intimate goods, escort services, services the purpose of which is to find partners providing intimate services, as well as intimate trainings and seduction trainings.
6.1.4. "Digital drugs" and smoking mixtures, salts, poppers, laughing gases and any psychotropic substances.
6.1.5. Any alcoholic and tobacco products, smoking accessories (including electronic cigarettes), accessories for them, as well as applications, groups and communities advertising such products.
6.1.6. Medical services for artificial termination of pregnancy.
6.1.7. Anabolic steroids, other specialized food products for use affecting muscle growth, the action of which is similar to the action of steroids.
6.1.8. Military products and weapons (personal small arms and cold weapons, service, civilian, including self-defense weapons, sports with muzzle energy over 3 joules, hunting and signal). With supporting documents and by agreement with the Administration, advertising of products structurally similar to weapons but not being them is allowed.
6.1.9. Games based on risk and betting, including gambling, as well as products/services whose content is related to them.
6.1.10. Websites, as well as communities and applications, prompting the commission of unlawful actions and actions calling for violence and cruelty, containing propaganda of hostility, as well as discriminatory or derogatory statements regarding a person or group of persons on the grounds of gender, race, nationality, profession, social category, age, language, origin, attitude to religion, as well as other grounds on which systematic discrimination is possible.
6.1.11. Websites, as well as communities and applications, aimed at persecution, intimidation, harassment of a person or group of persons.
6.1.12. Websites, as well as communities and applications, prompting the infliction of physical or moral harm to oneself or others.
6.1.13. Websites on which advertising is placed that does not comply with the requirements of this Agreement.
6.1.14. Advertising containing calls of a political and/or agitation nature, comparison of political ideas and movements, symbols of political ideas and movements, description of political activity (for example, advertising of websites of deputies, politicians, officials, rallies, demonstrations, marches, pickets, etc.) is not permitted. An exception may be pre-election agitation in the territory of the Russian Federation subject to compliance with all legislative requirements.
6.2. The Parties admit that during the term of the Offer, additional prohibitions on advertising certain goods, works or services may appear at the legislative level. In this case, the Administration is obliged to remove the Advertiser's placed advertisements from publication.
6.3. The Administration reserves the right to make additions to this section of the Agreement regarding the list of advertising prohibitions with respect to any goods, services, works or activities.
7. Advertiser's Warranties
7.1. The Advertiser warrants that at the time of transferring the Material, they own the exclusive right to this Material. The right to conclude the Agreement and perform all obligations under it does not contradict any other obligations undertaken by the Advertiser, and there is no other legal basis on which they cannot conclude the Agreement and undertake to perform obligations under it.
7.2. The Advertiser warrants that all intellectual activity results created by them or with their participation during the term of the Agreement will be original, will not contain borrowings from third-party works, will comply with the requirements of the current legislation of the Russian Federation and will not encroach on and/or violate the legitimate rights of third parties, both property and non-property, including ownership rights, copyright, related rights, patent rights, trademark rights, personal, civil, contractual and other rights, will not violate the rights of third parties (including rights to such intangible benefits as honor, dignity, good name, business reputation, inviolability of private life, personal and family secrecy, right to the citizen's image, etc.), will not contain any materials violating the requirements of the current legislation of the Russian Federation.
7.3. The Advertiser warrants that they will ensure at their own expense compliance with copyright, patent and any other rights of third parties (including rights to such intangible benefits as honor, dignity, good name, business reputation, inviolability of private life, personal and family secrecy, right to the citizen's image, etc.) when creating the Material.
7.4. The Advertiser warrants that before sending the Material to the Administration, independently, at their own expense, they will conduct a complete, comprehensive check of the Material and the intellectual activity results used in its creation for compliance with the requirements of the current legislation of the Russian Federation, this Offer, legality, veracity, compliance with the rights of third parties (including rights to such intangible benefits as honor, dignity, good name, business reputation, inviolability of private life, personal and family secrecy, right to the citizen's image, etc.).
7.5. The Advertiser warrants that the exclusive right to the Material will not be alienated to third parties and will not be the subject of a pledge during the term of the Agreement.
7.6. The Advertiser warrants that they are not bound by any obligations that prevent them from concluding the Agreement and/or properly performing all their obligations under it.
7.7. In the event of claims, complaints and/or lawsuits from third parties challenging the ownership of copyright/related, other rights to the Material submitted by the Advertiser during the term of this Agreement, or arising in connection with their use, the Administration shall not bear any responsibility before them. The Advertiser is obliged to settle these claims, complaints and/or lawsuits at their own expense.
7.8. The Advertiser warrants that they will not allow the dissemination of negative and unethical information, as well as criticism of the Administration, Users of the Social Network, and warrants that they will not perform actions capable of compromising and/or causing harm or damage to the Administration, Users of the Social Network and/or third parties.
8. Procedure for Ordering Services
8.1. The Advertiser independently creates the Advertising Material, including determining the topic, content of the Advertising Material, and design.
8.2. To order the Administration's Service, the Advertiser must perform the following sequence of actions:
8.2.1. Place information about the Advertiser, about goods, types of services provided, or works performed.
8.2.2. Through the Advertising Cabinet Functionality, select the parameters for placing the Advertisement provided by the Administration (Social Network pages, other information resources, publication terms, territory of the Advertisement placement, target audience, publication duration, other requirements).
8.3. After uploading the Advertising Material and selecting the parameters for publishing the Advertisement, the Advertiser transfers the Advertising Material to the Administration by clicking the "Publish" button.
8.4. Simultaneously with the transfer of the Advertising Material to the Administration, the Advertiser grants the Administration a non-exclusive right to use the Advertising Material in the manner and on conditions defined in this Agreement.
8.5. In the event the Advertising Material complies with the requirements of advertising legislation, the Administration within 10 (ten) business days performs the marking and publication of the Advertisement.
8.6. In the event the Advertising Material submitted by the Advertiser does not comply with the requirements of advertising legislation, the Administration rejects the order for providing the Service with a brief indication of the reasons for refusal.
8.7. Re-placement of the Advertising Material is carried out after eliminating the deficiencies.
8.8. Together with the Advertising Material, the Advertiser grants the Administration a non-exclusive right under a simple, non-exclusive license to the Advertising Material for the term, scope and conditions determined by the Advertising Cabinet Functionality.
8.9. The cost of the Administration's work to refine the Advertising Material or completely develop the Advertising Material based on the provided Materials, the term for performing the work is determined by the Parties individually.
8.10. Exclusive rights to the final Advertising Material from the moment the work result is transferred to the Advertiser pass to the Advertiser. Subsequent placement of the Advertising Material and publication of the Advertisement is carried out in accordance with Clauses 8.2-8.5 of the Agreement.
8.11. The Administration carries out moderation of Advertising Materials and Advertisements for their compliance with the terms of this Agreement, the requirements of the legislation of the Russian Federation, as well as other applicable legislation. Moderation is carried out in two stages:
8.11.1. The first stage – automated verification carried out after uploading the Advertising Material and selecting the parameters for publishing the Advertisement. This stage is carried out using the functionality of the social network and artificial intelligence technologies available to the Advertiser.
8.11.2. The second stage – expert moderation carried out by the Administration's specialists after receiving and considering the order for providing the Service, regardless of the decision made on it (approval or rejection).
9. Marking of Advertising Materials
9.1. Unless otherwise provided in the Agreement, Advertising Cabinet Functionality, in order to comply with the requirements of Article 18.1 of the Federal Law of March 13, 2006 No. 38-FZ "On Advertising" (hereinafter referred to as the Advertising Law), the Parties undertake to provide (each in their part) all necessary information about the advertising disseminated under the Agreement to the federal executive body performing functions for control and supervision in the sphere of mass media, mass communications, information technologies and communications through the owners of computer programs intended to establish the fact of advertising dissemination in the information and telecommunication network "Internet", authorized by the specified federal executive body (hereinafter referred to as the "Authorized Body") to account for advertising in the information and telecommunication network "Internet" and provide information to such federal executive body (hereinafter "advertising data operator" / "ADO"), using the technical capabilities of advertising data operators.
9.2. The Administration guarantees compliance with the legislation on accounting and marking of advertising in the information and telecommunication network "Internet", namely:
9.2.1. existence of a contract with the ADO;
9.2.2. providing the Advertiser with the identifier of advertising materials (Token), registered in the Unified Internet Advertising Registry (ERIR) for their subsequent placement under the Agreement;
9.2.3. providing all necessary data for the purposes of proper marking of advertising;
9.2.4. providing the ADO with all necessary information in accordance with the Advertising Law (information about the placement of Advertising Materials, reporting on publications throughout the entire period of placement).
The Advertising Cabinet Functionality allows the Advertiser to pay the Administration's services for fulfilling obligations for the dissemination of Advertising Materials.
9.3. The Advertiser, for their part, guarantees compliance with the obligations imposed on them by the Advertising Law, as well as other applicable to the Blogger legislation of the Russian Federation regulating the accounting and marking of advertising in the information and telecommunication network "Internet". Within the framework of these obligations, the Advertiser guarantees compliance with the legislation on accounting and marking of advertising in the information and telecommunication network "Internet", namely:
9.3.1. Advertising Materials subject to placement under the Agreement will contain the mark "Advertising", as well as an indication of the Advertiser of such advertising and (or) a website, page of a website in the information and telecommunication network "Internet" containing information about the advertiser of such advertising. The obligation to apply such a mark and information about the Advertiser/ link to the advertiser's website to the Advertising Materials is borne by the Advertiser;
9.3.2. Availability of proper marking of Advertising Materials (Token) placed in accordance with the Agreement;
9.3.3. Providing data on the Content of Advertising Materials (topic, content, place and time of Content publication);
9.3.4. Providing data on the number of views and publications for the purposes of preparing reports throughout the entire period of placement of Advertising Materials.
9.4. The Parties are responsible for the completeness, veracity, relevance and timeliness of providing information to the ADO.
9.5. The Parties have established that data transmission to the ERIR (through the ADO) is not recognized by the Parties as disclosure of confidential information and does not entail the Parties' liability for such disclosure.
9.6. In the event that as a result of violation of the obligations assumed under this section of the Agreement, any Party suffers losses, the Party that violated its obligations undertakes to compensate the other Party for the actual documented damage caused, arising in connection with improper/non-fulfillment by the guilty Party of the obligations assumed, within 10 (ten) business days from the date of the relevant claim with evidence confirming the damage caused by the guilty Party.
9.7. The Parties have also established that if as a result of non-provision/improper provision of information to the Party and/or the competent state body, necessary for compliance with the Advertising Law, claims of third parties are made against such Party, the guilty Party undertakes to assist the other Party in settling the arising claims and compensate the actual documented damage within the terms specified in this Agreement.
10. Requirements for Placed Materials
10.1. In accordance with the Service rules and the terms of this Agreement, the following Advertising Materials are prohibited from placement and publication:
10.1.1. Advertising Materials of a political nature.
10.1.2. Any information that, in the Administration's opinion, is undesirable, does not comply with the purposes of creating the Social Network, infringes the interests of Users of the Social Network, third parties or for other reasons is undesirable for placement when using the Social Network Functionality.
10.1.3. Materials placed using the following types of Internet traffic: contextual advertising, contextual brand advertising, adult traffic, motivated traffic, fraud, teaser and banner networks, targeted advertising in social networks, popup/clickunder, doorway traffic, email mailing.
10.1.4. Any illegal, threatening, defamatory, discrediting, indecent, pornographic or other materials the content of which violates the right to public use and/or inviolability of private life, or other norms of the legislation of the Russian Federation;
10.1.5. Any Material containing commercial secret, or other secret protected in accordance with the legislation of the Russian Federation;
10.1.6. Materials containing an offer to sell/purchase goods/services the circulation of which is prohibited or limited according to the legislation of the Russian Federation, and also capable of negatively affecting the business reputation of the Service, the Administration.
10.1.7. Materials containing an offer to sell/purchase goods/services subject to mandatory licensing and/or certification, in the event the Partner has not provided the relevant permits for conducting such activities in the territory of the Russian Federation;
10.1.8. Materials violating the intellectual rights of third parties;
10.1.9. Materials offering for sale/purchase of dubious services: sex tourism, shamanism, astrologer and fortune teller services;
10.1.10. Materials offering for purchase/sale goods and services for "Adults";
10.1.11. Materials and services violating the secrecy of private life, encroaching on honor, dignity and business reputation of citizens and legal entities, as well as containing state, banking, commercial and other secrets;
10.1.12. Any material or content that violates or appropriates third parties' copyright, trademark, patent right or other property rights.
11. Liability of the Parties
11.1. In the event of providing a Material created in violation of the requirements specified in the Agreement, the Advertising Material is deemed not provided.
11.2. In the event the warranties and representations of the Advertiser contained in the Agreement and/or other correspondence between the Parties are violated or are invalid, the Advertiser undertakes to take all possible measures, perform all possible actions, both on their own initiative and at the Administration's direction, aimed at ensuring the possibility of using the Material.
11.3. In the event claims are made against the Administration regarding the illegal use of Material, the exclusive rights to which belong to third parties, the Advertiser undertakes to take all necessary measures to settle the arising dispute at their own expense. The Parties have determined the following as proper measures: prompt interaction with representatives of third parties – right holders, sending to the right holders notifications containing reasonable written explanations, including regarding the absence of the Administration's fault, if necessary, organizing negotiations, meetings, participation in negotiations and meetings with right holders and/or their representatives. The sufficiency of measures taken by the Advertiser to settle disputes related to violation of exclusive rights of third parties to the Material by the Party to this Agreement is determined by the Administration.
11.4. In the event fines, obligations for compensation of losses, monetary compensations, litigation costs and other expenses of third parties and/or right holders are imposed on the Administration, the Advertiser undertakes to reimburse the Administration for the incurred losses in full.
11.5. Any interaction between the Advertiser and the Administration regarding the provision of Services must be carried out exclusively through the Advertising Cabinet interface.
11.6. Neither Party shall be liable for full or partial non-fulfillment of obligations under this Agreement if such non-fulfillment is caused by force majeure circumstances, namely: flood, fire, earthquake, war or military actions, terrorist acts, political, mass and other disorders, strikes, quarantine or other circumstances beyond the Parties' control that arose after the conclusion of this Agreement and prevent proper fulfillment of the Parties' obligations.
12. Final Provisions
12.1. In the event any provisions of this Agreement turn out to be inapplicable, such provisions shall be applied to the maximum extent possible corresponding to the intentions of the Parties, and the remaining provisions of the Agreement shall retain their force.
12.2. In the event of disputes or disagreements related to compliance with this Agreement, the Administration and the Advertiser will make every effort to resolve them through negotiations. The Party that has complaints and/or disagreements sends the other Party a message indicating the arising complaints and/or disagreements.
12.3. In the event a response to the message is not received by the Party that sent the message within 30 (thirty) business days from the date of sending the relevant message, or if the Parties do not reach an agreement on the arising complaints and/or disagreements, the dispute shall be resolved in court at the location of the Administration.
12.4. The terms of the order for placing the Advertisement and any information relating to the execution of the Agreement must be kept secret by the Parties. In the event the Parties violate the confidentiality conditions, as a result of which property damage and/or moral harm was caused to one of the Parties, as well as business reputation was violated, the guilty Party undertakes to compensate the caused damage and/or harm in full.
12.5. Confidential information may be transmitted by the Parties to each other in written, electronic, oral or other form. Any actions related to obtaining, transmitting, storing, destroying Confidential Information must exclude any possibilities of improper disclosure of Confidential Information.
12.6. The Parties confirm the understanding of the importance of the issue and agree to undertake obligations for non-disclosure throughout the entire duration of the confidentiality regime, which is established as 5 (five) years from the date of acceptance of the terms of this Agreement.
12.7. This Agreement enters into force from the date of the Advertiser's acceptance and is valid until the Parties fulfill their obligations under the Agreement.
12.8. The Agreement on granting a non-exclusive right to use the Advertiser's Materials is valid during the term of providing services, unless other conditions are additionally determined by the Parties.
12.9. This Agreement is a mixed agreement and contains provisions of a work for hire agreement (in accordance with Article 1288 of the Civil Code of the Russian Federation) and a License Agreement (in accordance with Article 1235 of the Civil Code of the Russian Federation), an agreement for the provision of services (Article 779 of the Civil Code of the Russian Federation).
12.10. The Parties have agreed to recognize the force of documents made in simple written form for electronic messages sent from relevant email addresses to relevant email addresses specified in the Advertising Cabinet and/or the Advertiser's Personal Account, as well as electronic messages sent through the functionality of the Social Network or Service and containing the explicit will of the parties to perform legally significant actions.