Rules of Provision of Information and Advertising Services Using 2GIS Products
1. TERMS AND DEFINITIONS
1.1. For the purpose of this document, the below-listed terms shall have the following meaning:
The Order Form – a document signed by the Advertiser and the Publisher that specifies essential terms of the Contracts entered into by the Advertiser and the Publisher in accordance with these Rules, including information on Advertising Materials, Applications where advertisements will be placed, duration and cost of the Services, as well as the subject matter, duration and cost of the Additional Services (unless subject matter, duration and cost of the Additional Services are specified in the Price List under paragraph 2.5 hereof) and other required conditions of the specific Contract.
Web Application – a computer program installed on the User's device (including the program for mobile devices) which is used to display and / or otherwise present the 2GIS Products to the Users through the 2GIS Business Listings API services.
Geo-targeting – display of the Advertising Materials to the users having IP-addresses of computers (or proxy servers) on the Internet relating, according to the Publisher’s data, to a certain geographical region.
Statistics Data – data generated by the automated information system of the 2GIS Business Listings API service owner and / or data generated by the automated information system DoubleClick for Publishers owned by Google Inc.. Depending on the system's purpose, such data may include, but not be limited to, the data on the quantity of Displays, price of the services, and other details as related to Placement of Advertisements on the Internet Platforms and / or in the Web Applications as well as provision of additional services.
The Contract – the agreement for provision of Services / Additional Services between the Advertiser and the Publisher which is entered into by an Acceptance of the Offer or signing the Order Form in the manner stipulated by these Rules.
The Additional Services – information services listed in the Publisher’s Price list that provide an access to the additional functions of the Platform and other services.
The Advertiser – the person who is ordering the Services / Additional Services on the conditions of these Rules (pursuant to a concluded Contract) or planning to do it (at the stage of signing the Contract).
Internet Platform – Internet site located at a certain network address on which the Users are made aware of the 2GIS Products obtained through the 2GIS Business Listings API services.
The Content – information materials placed by the Advertiser on the Web Site within the scope of provision of the Additional Services.
The Business Account – a personal section of the Web Site the access to which the Advertiser receives after registration and/or login to the Web Site (if this service is technically available for the Advertiser). The Business Account is designed to store the Advertiser’s information, to view news of the Publisher, enter changes by the Advertiser to the Advertiser’s information published in the Business Listing, manage the status, receive notices, provide the Advertising Materials to the Publisher as well as to perform other actions and receive additional information in accordance with these Rules.
Media Advertising (media advertising materials) — textual and graphical Advertising Materials in respect of which, according to the Contract, the number of Displays are accounted.
Reporting Period – a full calendar month from the first day of the month till the last day of the current month inclusive.
The Offer – the Contract-Invoice for the Services / Additional Services.
The Platform – software and hardware integrated with the Publisher's Web Site.
The Search Query – a text query for information in 2GIS Products entered by the User in the searching box of 2GIS Products interface, including a text query corrected in accordance with the 2GIS Products feature for automatic correction of spelling mistakes, errors, correction of a text typed in a wrong keyboard layout.
User – any person who uses the Application for the purposes intended.
Display – display of the Advertising Material on the Advertising Space according to the parameters as specified in the Mandatory Documents indicated in the paragraph 3.1 hereof.
Application – an Electronic Directory Internet Platform, Web Application or other software owned or used by the Publisher or by the third parties engaged by such Publisher for Placement of Advertisements based on 2GIS Products.
2GIS Products – Business Listings and / or Digital Plans that can be distributed either as separate copies requiring installation on the User's hardware or be accessible through the network.
Placement of Advertisements – display of the Advertising Material at the Advertising Location in the Application, or other operations with information from the Business Listings aimed at attraction of attention, placement or carrying out of which is provided by these Rules.
Advertising Material – an advertising banner, comment or other advertisement which are allowed to be placed in line with this Contract and with the mandatory documents named in this Contract and were provided by the Advertiser as part of a particular Advertising Campaign for placement on the terms and conditions of these Rules and the Contract.
Advertising Location – the location assigned in the graphic design of the Application for placement (display) of the Advertising Materials.
Advertising Campaign – a package of the Services ordered by the Advertiser under the Contract.
Business Listings – an electronic business listings containing information about the names, locations, telephones, e-mail and website addresses, types of goods (works, services) being produced and sold, and other data about the organizations and individual entrepreneurs located within a certain area, and other organizations at the discretion of its owner.
The Status – a set of functionalities of the Platform selection of which the Advertiser makes using the software available in the Business Account of the Web Site.
The Parties – the Advertiser and the Publisher under the Contract concluded in accordance with these Rules.
The Search Results Page – a page containing brief information of legal entities and/or sole proprietors, addresses included in 2GIS Products selected based on the User’s Search Query and presented as a list in the Business Listing including marks on the Digital Map.
The Services – services for the Placement of the Advertisement of the Advertiser in the Application rendered by the Publisher under the Contract in accordance with the provisions of these Rules.
Digital Plan – an electronic map which contains geoinformation on geographic objects and settlements within the territory delimited by certain geographic coordinates.
Electronic Directory — an electronic periodic containing 2GIS Products in the versions adapted for personal computers and mobile devices.
1.2. This Contract may also contain terms and definitions that are not described in the paragraph 1.1 above. Should this be the case, such a term shall be construed in line with the text of these Rules. In the event if the text of these Rules does not provide for a clear interpretation of a term or definition, the Parties shall be guided by its interpretation provided first and foremost in the texts that form the Agreement of the Parties as well as in the Mandatory Documents for the Parties an then by the laws of the Republic of Cyprus, business practices and scientific doctrine.
1.3. Any reference herein to a paragraph (section of these Rules) and / or its terms and conditions shall mean the reference to these Rules (its section) and / or its terms and conditions.
2. SUBJECT AND PROCEDURE FOR CONCLUSION OF CONTRACT
2.1. The Publisher undertakes to provide the Advertiser with the Services agreed upon by the Parties in the Contract, and to provide the Additional Services subject to paragraph 2.5 hereof.
2.2. By accepting the Offer and signing the Order Form, the Parties confirm that the Advertiser has read and unconditionally accepted these Rules, including Mandatory Documents specified herein, and such signature shall mean conclusion of a contract between the Parties on the terms of these Rules.
2.3. The term of the Contract shall be the period from the date of signing the Contract by the Parties to the end date for provision of Services / Additional Services as specified therein.
2.4. On the basis of these Rules, the Parties may conclude an unlimited number of Contracts, including with concurrent, in whole or in part, terms of validity.
2.5. The corresponding Contract may provide rendering of the Additional Services to the Advertiser by the Publisher. The Price List may provide rendering of the Additional Services to separate categories of the Advertisers.
2.6. To use the Additional Services, the Advertiser shall complete the registration and / or to login to the Web Site. The Advertiser may choose its own login and password to log into the Business Account (a login may be confirmed in the Contract) or may use a login given by the Publisher to the Advertiser when signing the Contract. The Advertiser shall be held liable for any actions committed using the login and password after registration on the Web Site.
2.7. Any actions committed using the login and password to access the Advertiser's Business Account shall be deemed completed by the Advertiser, except in cases when the Advertiser, in the manner prescribed by the paragraph 2.8 hereof, notifies the Publisher of any unauthorized access by third parties to the login and password of the Advertiser or that the Advertiser lost the login or password. The Advertiser shall be solely responsible for all actions and their results within and / or in connection with the execution of the Contract under its Personal Account including the cases when the Advertiser made the Advertiser’s data available to third parties under any conditions.
2.8. In the case of unauthorized access to, loss or disclosure of the login and password the Advertiser shall promptly notify the Publisher in writing and simultaneously send an e-mail message from the email address specified in the Advertiser’s account on the Web Site. For security purposes, the Advertiser agrees to perform a safe shutdown under its account at the end of each work session in the Business Account. The Publisher shall not be responsible for any lost or corrupted data, as well as other consequences of any kind that may occur due to the Advertiser’s violation of this section of the Rules.
3. TERMS AND CONDITIONS OF SERVICES
3.1. As a condition for obtaining the Services/Additional Services, the Advertiser accepts and shall comply with all provisions and requirements applied to the Parties under the Contract and defined by the following Mandatory Documents binding upon the Parties (hereinafter the Mandatory Documents):
3.1.1. The Price List placed and / or accessible on the Internet Site at: http://ad.2gis.com.cy/#price including items and cost of the Additional Services, as well as prices for the Placement of the Advertisements of various kinds in relation to a particular Application or a group of additional functionalities of the Platform;
3.1.2. Archive Price Lists placed and / or available on the Website on the Internet at: http://law.2gis.com.cy/price-archives, including parameters of the Advertising Materials placed by the Publisher, items and cost of the Additional Services, as well as prices for the Placement of the Advertisements of various kinds in relation to a particular Application or a group of Applications, additional functionalities of the Platform, for the past periods of provision the Services/Additional Services;
3.1.3. 2GIS Services Use Agreement and the documents referred to herein placed and / or available on the Web Site on the Internet at: http://law.2gis.com.cy/rules providing general conditions for registration on the Web Site and for use of the Platform and the Services of the Publisher;
3.1.4. API 2GIS Agreement placed and / or available on the Web Site on the Internet at: http://law.2gis.com.cy/api-rules which defines the procedure of the Placement of the Advertisement using the API 2GIS;
3.1.5. The Requirements for the Advertising Materials placed and / or available on the Web Site on the Internet at: http://law.2gis.com.cy/advert-rules/requirements/, which define general requirements for the Advertising Materials distributed on the territory of the Republic of Cyprus — in relation to the Services of the Publisher;
3.1.6. The Technical requirements for the Advertising Materials placed and / or available on the Web Site on the Internet at: http://law.2gis.com.cy/advert-rules/technical-requirements/, which define the technical requirements for the Advertising Materials – in relation to the Services of the Publisher, including parameters of the Advertising Materials placed by the Publisher;
3.1.7. The Requirements for the Informational Materials (hereinafter – The Requirements) placed and / or available on the Web Site on the Internet at: http://law.2gis.com.cy/informational-requirements/ providing, in relation to the particular kind of the Additional Services, the requirements for the Informational Materials placed by the Publisher on the Web Site using the additional functionalities of the Platform — in relation to the Additional Services of the Publisher.
3.2. The Mandatory Documents as specified in the paragraph 3.1 hereof shall be an integral part of these Rules.
3.3. When signing the Contract by Acceptance of the Offer, created by the Advertiser through the Business Account, the Advertiser shall independently prepare and edit the Advertising Campaign including creating/modifying the Advertising Materials in accordance with the standard form in the Business Account with regards to all requirements, defined by these Rules unless additionally agreed otherwise by the Parties.
3.4. The Advertiser shall provide to the Publisher for provision of Services by the Publisher to Advertiser the Advertising Materials that shall meet the requirements of the Contract, these Rules and applicable law of the country, where the Advertising Materials are distributed, no later than on the eighteenth (18th) day of the month preceding the first month when such Advertising Materials are to be placed according to the Contract, except for Media Advertising Materials. Other timelines for provision of the Advertising Materials may be specified in the Contract for the Placement of the Advertisement in certain Applications when it is permitted by the Publisher's technology of the Placement of the Advertisement in such Applications. The Advertiser shall be entitled to provide the Advertising Materials to the Publisher through the Business Account.
The Advertiser shall provide the Publisher with the media Advertising Materials no later than 3 (three) business days prior to the date of commencement of rendering the Services by the Publisher.
The same timeline shall apply in case of altering the Advertising Materials during the period of their placement.
For provision of the Additional Services, the Advertiser shall provide Publisher via its Business Account with materials met requirements of Advertising Materials and conditions of their placement, prescribed by the law of country where materials are distributed, and these Rules.
3.5. In case of late delivery of the Advertising Materials, the Advertiser may change the period of their placement within the agreed term of the Services under the applicable Contract in such a way as to ensure compliance with the provisions contained in the paragraph 3.4 above:
3.5.1. in case of the initial placement of the Advertising Materials, the date of their placement shall move to the month following the month in which the Advertising Materials were actually delivered, with account of the provisions of the paragraph 3.4 above, and the period of their placement shall be extended by the time equal to the time of delay through the Advertiser's fault.
3.5.2. in case when any modifications are made to the Advertising Materials, such Advertising Materials shall be placed starting from the month following the month in which the Advertising Materials were actually delivered, with account of the provisions of the paragraph 3.4 above, and the period of their placement shall not be extended by the time equal to the time of delay through the Advertiser's fault.
The provisions of the paragraph 3.5 shall not apply to the Media Advertising Materials nor the provision of Service according to the Contract, signed by Acceptance of the Offer, created by the Advertiser through the Business Account.
3.6. The Publisher may check the Advertising Materials for compliance with the requirements contained in the effective legislation of the country where the Advertising Materials are distributed, in this Contract, Rules and in the Mandatory Documents named in them, both before commencement of the Services and at any time after commencement of their placement.
3.7. Acceptance of any Advertising Materials for placement and / or acknowledgement of the possibility of their placement by the Publisher shall in no event mean the acknowledgement of the Advertiser's right to use any intellectual property of third parties in such Advertising Material and / or perform any actions which infringe the rights (lawful interests) of third parties or to breach the laws in any other form. The Advertiser shall entirely bear sole liability for use and consequences of use as well as for the content of the Advertising Material and its compliance with the requirements of the laws.
3.8. While accepting the Advertising Material and during the period of its placement the Publisher shall have the right to check the data contained therein, including checking the correctness of the addresses, telephone numbers, site addresses, and compliance of the goods (works, services) actually offered with the content of the Advertising Material.
3.9. In case if the Advertising Material is found to deviate from the above-said requirements, the Publisher shall notify the Advertiser about the check results and shall propose to replace such Advertising Materials with the new materials. If, despite the reasonable warning by the Publisher, the Advertiser fails to correct the situation impeding placement of the Advertising Materials, the Publisher will have the right to unilaterally refuse, at its sole discretion, to perform this Contract in full or in part.
3.10. In case if the production and / or sale of the advertised goods (works, services) require any licenses or other special permits or where such goods (works, services) are subject to mandatory certification or other mandatory proof of compliance with technical regulations, the Publisher may at any time request, and the Advertiser shall provide, duly attested copies of applicable documents supporting the obtaining of such certification or compliance with such technical regulations, within three days from the applicable request, or, in the event of the initial placement, simultaneously with the delivery of the Advertising Materials.
3.11. The Publisher may at any time check for reliability of the data contained in the Advertiser -furnished documents supporting the obtaining of the required licenses (permits) or certificates (declarations).
3.12. In case if the Advertiser fails to provide the documents listed in the paragraph 3.10 herein or if the data contained in such documents is found to be untrue, the Publisher will have the right to immediately and unilaterally refuse, at its sole discretion, to perform this Contract in full or in part.
3.13. The additional functionalities may be made available subject to payment for the Additional Services under the relevant Contract and the absence of any overdue payments on other Contracts concluded with the Advertiser according to these Rules unless otherwise is provided for in the Contract.
4. RIGHTS AND OBLIGATIONS OF THE PARTIES
4.1. The Publisher undertakes to:
4.1.1. Provide the Advertiser with the Services / Additional Services using the procedure defined in this Contract, subject to these Rules and the Mandatory Documents stated in them.
4.1.2. Commence placement of the Advertising Materials in the Application not later than on the date indicated in the applicable Contract.
4.1.3. Ensure unrestricted access by third parties to the Applications issued by the Publisher.
4.1.4. Provide the Advertiser with statistics of automated information system DoubleClick for Publishers owned by Google Inc. when providing the Services of Media Advertisement placement. The data can be provided not more often than once a week by forwarding an email message from to the Advertiser’s email address, indicated in the applicable Contract.
4.1.5. Inform the Advertiser, at its request, about the progress in rendering the Services / Additional Services under the Contract.
4.2. The Publisher has the right:
4.2.1. Not to proceed with rendering the Services / Additional Services, to suspend their rendering or to terminate the Contract, in whole or in part in case of violation by the Advertiser of the requirements provided by sections 3 and 5 of these Rules or in case if the Advertiser withdraws his consent with the processing of his personal data.
4.2.2. Refuse to perform this Contract in full or in part where so provided herein.
4.2.3. Request and receive from the Advertiser the documents and check the data contained therein as provided in section 3 hereof.
4.2.4. For the purpose of improving the Business Listings, delete, introduce and change the names and location of categories. In the event where the Advertiser's Advertising Materials have been placed in any one or more than one category which are subject to removal from the Business Listings or to change in their name or location, the Publisher shall notify the Advertiser about the accomplished changes in any suitable form.
4.2.5. Engage third parties for fulfillment of obligations hereunder provided that the Publisher assumes full responsibility for their actions as if such actions were made by the Publisher itself.
4.2.6. Use the Advertising Materials provided by the Advertiser under the Contract (for the purpose of this Contract – work) in portfolio, presentation material, the Requirements for the advertising Materials, stated in the paragraph 3.1.6. herein, as well as in the Advertising Materials of the Advertiser without indicating the name of the author each time when using it in the following ways: by reproducing the work i.e. producing one or more copies of the work or its part in any material form; by distributing the work; by transferring the rights for the work or its copies to others; by displaying the work publicly; by adapting the original work; by publishing it.
4.3. The Advertiser undertakes to:
4.3.1. Provide the Publisher with the Advertising Materials in line with the requirements set out in section 3 above.
4.3.2. In due time, pay for the Services / Additional Services under the Contracts as set out in section 5 of these Rules.
4.3.3. Upon the Publisher's request, provide the documents listed in section 3 above, within the dates indicated herein.
4.3.4. Notify the Publisher in writing within three 3 (three) days from the moment of cancellation, suspension or expiration of licenses, certificates and other permissions issued for or in connection with the advertised goods or services.
4.3.5. Ensure accuracy of the data contained in the Advertising Materials and the Advertising Materials’ compliance with the requirements of applicable law, the provisions of the Contract and these Rules.
4.4. The Advertiser has the right to:
4.4.1. Make changes to the placed Advertising Materials under current Contracts by providing new Advertising Materials in the manner stipulated in section 3 of these Rules.
4.4.2. Be informed about the progress in rendering of the Services / Additional Services under the Contract.
4.4.3. Terminate the Contract, in whole or in part, in the cases provided in these Rules.
5. THE COST OF SERVICES AND PAYMENT PROCEDURE
5.1. The cost of the Services is set, depending on the methods used for Placement of Advertisements, for a certain period or for the Display performed.
5.2. The cost of the ordered Services / Additional Services under the Contract shall be specified in the relevant Contract according to the Price List effective at the time of signing thereof except as otherwise provided herein.
In the absence of a separate Contract for the Additional Services, cost of such Additional Services is specified in the Price List in effect at the moment of provision of the Additional Services.
The cost of Services / Additional Services agreed by the Parties in the Contract can be changed by agreement of the Parties.
5.3. If the Publisher is a VAT payer, the price of the Services / Additional Services as specified in the relevant Price List shall be increased to include the VAT at the rate prescribed by applicable law as in effect on the date of the Contract.
If the Publisher is not a VAT payer, the price of the Services / Additional Services as specified in the relevant Price List shall apply.
5.4. The total cost of the Services/Additional Services payable by the Advertiser for the Reporting Period shall be equal to the sum of costs of Services under all Contracts within the Advertising Campaign and costs of Additional Services.
5.5. Every month, the Advertiser shall create a single source document (hereinafter – “Source Document”. The Source Document is created by the form which is approved by the accounting policy of the Advertiser which is in effect on the date of signing the Contract.
5.6. The Parties acknowledge and unconditionally agree that the information about the Services / Additional services provided in the reporting month is indicated in the Source Document, which, in terms of Media Advertising, is based on the data generated by the automated information system DoubleClick for Publishers owned by Google Inc.; in terms of other Advertising, is based on the data generated by API 2GIS Directories the automated owner information system.
5.7. The Source Document is sent in electronic form to the Advertiser’s email and / or becomes available to the Advertiser in his Business Account not later than 7 (seven) business days from the beginning of the month following the Reporting Period.
5.8. The Advertiser undertakes to read and to receive the Source Document in hard copies at the Advertiser’s location or office indicated in applicable Contract until the 15th (fifteenth) of the month following the reporting period.
5.9. In case if the Advertiser fails to provide the Publisher with the objections to the Services / Additional Services provided in the Reporting period in written form till the 20th (twentieth) of the month following the Reporting period, these Services are considered to be accepted by the Advertiser and shall be paid in full. And, the Source Document signed by the Publisher is in full force and effect. The fact of not receiving the Source document in electronic form and / or in paper shall not relieve the Advertiser from paying for the provided Services / Additional Services.
5.10. If the Advertiser is a VAT payer in terms of provided Services / Additional Services, the order of forming and sending the Invoices to the Advertiser as well as the consequences of not receiving them are the same as those provided for the Source Document in the paragraphs 5.4-5.9.
5.11.The Advertiser shall pay for the Services/Additional Services as follows:
5.11.1. The Advertiser shall make a 100% advance payment for the ordered Services/Additional Services within 5 (five) calendar days from the signing of the Contract, but in no event later than on the 25th(twenty-fifth) day of the month preceding the month of the Placement of the Advertisement/provision of the access to the additional functionalities of the Platform unless another term of payment is specified in the relevant Contract.
5.11.2. The Advertiser shall make a 100% advance payment for the placement of the Media Advertising Materials/Additional Services not later than 3 (three) business days prior to the date of commencement of rendering the Services / Additional Services by the Publisher.
5.11.3. The Advertiser has right to pay for the Services / Additional Services before the appointed time.
5.12. The payment shall be made in euros by wire transfer to the bank account of the Publisher or in cash by depositing the corresponding amount to the Publisher’s cash desk or by cheques if such method of payment does not contradict to the applicable law.
5.13. The Advertiser undertakes to inform the Publisher that the payment has been made, providing a copy of notice of payment with a stamp of the designated bank (when it is available for the corresponding payment method).
5.14. The Advertiser shall be deemed to have fulfilled its obligation of payment for the Services/Additional Services after the funds have been received in a relevant bank account of the Publisher. In some cases, by the Publisher’s discretion, the confirmation of the payment may be:
5.14.1. a facsimile copy of the payment order in case of wire method of payment;
5.14.2. a facsimile copy of the payment receipt with the stamp of the bank through which the payment was made;
5.14.2. the verification by the Publisher of the fact of the payment in the Publisher’s favor through the payment system in case if the electronic payment is performed by The Advertiser or any other person on behalf of the Advertiser.
5.15. The Advertiser shall be deemed to have fulfilled its obligation of payment for the Services / Additional Services after the funds have been received in a relevant bank account or after the prescribed amount has been deposited to the Publisher’s cash desk.
5.16. At the end of each calendar quarter (1 quarter, 1 half year, 9 months) during the term of the Contact, together with the Source Document for the last month of the quarter, the Publisher shall prepare the Reconciliation Report for the quarter and deliver it to the Advertiser by e-mail within 7 (seven) business days. The Advertiser shall print the said Reconciliation Report in two copies, make reconciliation, cause the Reconciliation Report to be signed by an authorized person and return one copy to the Publisher by courier within 5 (five) business days (in case if the powers of authority are not stated in the Contract, the document certifying the right to sign the reconciliation shall be attached).
5.17. At the end of each calendar year during which the Services were rendered under the Contract, upon expiration of the Contract, including in case of early termination, the Publisher shall prepare the Reconciliation Report and deliver it to the Advertiser within 7 (seven) business days on paper in duplicate. Advertiser shall reconcile payments, cause the Reconciliation Report to be signed by an authorized person and return it to the Publisher within 5 (five) business days of receipt thereof.
6. GUARANTEES OF THE PARTIES
6.1. The Publisher guarantees that it will remedy any defects and errors as soon as practicable when they occur while placing the Advertising Materials in Applications.
6.2. Except for any guarantees as expressly provided in these Rules, the Publisher makes no other express or implied guarantees under the Contract.
6.3. The Advertiser guarantees that:
6.3.1. the information submitted to the Publisher, including the information provided at registration in the Business Account, when filling the payment documents for the Services / Additional Services payment, is true and accurate;
6.3.2. all of the advertised goods (works, services) requiring mandatory certification and / or other mandatory proof of compliance with technical regulations have been certificated or proven for compliance with technical regulations per the existing procedures;
6.3.3. the Advertiser has obtained all of the required licenses and other permits of the competent state authorities, or that the Advertiser is not pursuing any activity requiring a special permit / license / certificate under the laws of the territory where the Advertising Materials are published, and has taken all actions as required by the laws of the territory where the Advertising Materials are published for pursuing the advertised activity and / or production or sale of the advertised goods (works, services);
6.3.4 the Advertising Materials provided by the Advertiser are in full compliance with applicable law of the territory where the Advertising Materials are published, and that the use of the provided Advertising Materials by the Publisher for the purpose of fulfillment of the contractual obligations will not breach the laws on advertising and competition, will not infringe the property rights and / or personal non-property rights of any third parties, including, but not limited to, the copyright and the allied rights, rights for trademarks, service marks or names of places of origin of goods, rights for industrial designs, rights to use images of people, whether alive or dead, etc., and that the Advertiser has obtained the required permits (or entered into applicable contracts.
6.3.5 The Advertiser (Advertiser’s representative) has all the necessary rights and powers to sign and fulfill the Contract.
6.3.6. The Advertiser guarantees the use of provided additional functionalities in full compliance with the terms of these Rules and the Mandatory Documents.
7. LIABILITY OF THE PARTIES
7.1. In case of non-fulfilment or improper fulfilment of the contractual obligations, the Parties shall be held liable in line with the effective laws of the Republic of Cyprus.
7.2. If the Services paid for by the Advertiser have not been provided in accordance with the Contract due to the fault of the Publisher, the Publisher shall extend the period of provision of the Services for the corresponding period of improper execution, provide the Services again, except as set out in the paragraph 7.6. hereof unless otherwise agreed by the Parties. The Parties have right to agree upon another consequences of provision of the Services with violation of the terms of placement of Advertising Materials due to the Publisher’s fault, including a proportionate reduction of the cost of the Services, provision of other Services by the Publisher, other means of providing the fulfilment of responsibilities (liability for non-fulfilment / improper fulfilment) by signing the applicable Agreement.
7.3 If the Advertiser does not have the opportunity to use the paid access to the additional functionalities of the Platform more than 1 (one) business day, the Advertiser shall send the Publisher a written claim detailing the circumstances and the period of lack of access. If the claim is considered to have ground, the access to relevant paid functionalities to the Platform shall be extended by the Publisher for the period corresponding to the period of lack of access.
7.4. In case of violation of terms of payment for Services/Additional Services by the Advertiser the Publisher shall have the right to collect a penalty from the Advertiser at the rate of 0,01 % (zero point zero one percent) of the amount payable, per every day of delay.
7.5. The Publisher shall not be required to perform the Services / Additional Services if the Advertiser does not meet the deadline for providing the Advertising Materials in due form or delays payment for the Services / Additional Services or otherwise is in complete or partial default under the Contract, as well as in circumstances clearly indicating that the Advertiser will not duly perform its obligations within the established deadline.
7.6. In case of non-performance or improper performance by the Publisher of its obligations regarding placement of the Media Advertising the cost of the Services shall be proportionally reduced unless otherwise agreed by the Parties.
The cost of the Services actually rendered to the Advertiser shall be defined in the relevant Price List as specified in the paragraph 3.1.1. as in effect on the last date of the Reporting Period, and shall be equal to the cost of the Placement of Advertisement on the position corresponding to the actual service provided. If the Advertiser has no debt to the Publisher under the Contract the Publisher shall return to the Advertiser an amount equal to the difference between the cost paid by the Advertiser for the Services which were not rendered / were improperly rendered during the Reporting Period and the cost of the Services actually rendered to the Advertiser, within 30 (thirty) calendar days from the date of termination of the Contract and receipt of the Advertiser's corresponding request.
7.7. The responsibility of the Publisher under the Contract shall be in any case limited to compensation for actual damage caused to the Advertiser in a sum not exceeding the amount paid for the Services / Additional Services under such Contract.
7.8. The Advertiser shall be held fully and solely responsible for compliance of the Advertising Materials and information and materials placed by the Advertiser within the scope of provision of the Additional Services with the requirements of applicable law, including their content and lawful use of intellectual property contained in such Advertising Materials, receipt of necessary permissions for production and sale of the advertised items, receipt of certificates for the advertised goods or services or for confirmation of their compliance with technical regulations in the prescribed manner, as well as for commission of other actions within the guarantee provided hereby.
7.9. If provision of the Services / Additional Services under the Contract causes initiation of any claims or demands against the Publisher and/or orders to pay damages or compensation from third parties and/or state authorities or initiation of administrative proceedings, the Advertiser shall immediately, on request of the Publisher, provide all required information concerning the subject of a dispute and assist the Publisher in settlement of such claims and shall also reimburse to the Publisher all damages, costs, expenses and losses (including legal costs and fines) incurred by the Publisher due to filing, review and fulfillment of such complaints, claims and warrants or bringing the administrative action in connection with the infringement of third-party rights and / or the effective laws as a result of Placement of Advertisements.
8. FORCE MAJEURE
8.1. The Parties shall not be responsible for partial or complete failure to fulfill obligations under the Contract if such failure is due to force majeure circumstances that have arisen after the conclusion of the Contract as a result of events of extreme character that the Parties could not foresee nor prevent using reasonable measures. Such force majeure circumstances include: flood, fire, earthquakes, explosions, subsidence, epidemics or other natural phenomena, as well as war or military actions, strikes in any section of industry or region and legal acts of state or local authorities that cause impossibility of performance of the Contract.
8.2. At the commencement and cessation of force majeure circumstances, the Party that is unable to perform its obligations under the Contract shall, within 3 (three) days, notify the other Party in writing and provide evidence of the occurrence of such circumstances.
8.3. If the Party that is unable to perform its obligations due to force majeure circumstances fails to notify the other Party in due time, it shall not have the right to refer to such circumstances as a ground for relief of liability.
8.4. In case of force majeure circumstances, the time for performance of the obligations under the Contract shall be extended for the length of the period during which such circumstances and their consequences last.
8.5. If the circumstances specified in this section last more than 3 (three) months, the Parties shall agree on the future of the Contract. If the Parties fail to reach an agreement, the Party not affected by force majeure shall be entitled to terminate the Contract by notifying the other Party in writing.
9.1. The Confidential Information means any information that has the potential or actual commercial value and is provided by one Party (hereinafter in this section referred to as the Disclosing Party) to the other Party (hereinafter in this section referred to as Receiving Party) in the form of paper, electronic or other documentation and marked as Confidential, including, but not limited to, scientific, business and commercial information, know-how, formulas, processes, designs, sketches, photographs, plans, drawings, specifications, sample reports, models , customer lists, price lists, studies, findings, computer programs, inventions and ideas.
9.2. The Receiving Party shall not disclose the Confidential Information to the third parties except with the prior written consent of the Disclosing Party. The Receiving Party shall provide access to the Confidential information only to those employees who reasonably need it for performance of their obligations under the Contract.
Signing of this Contract means that the Advertiser confirms his consent to the disclosure of the Confidential Information to any third parties by the Publisher in order to collect indebtedness, contractual penalty, legal interests, damages, interests on third-party funds and other funds, regardless of the type of the contract signed with such third parties; as well as any third parties whose involvement is necessary to perform the obligations of the Contract.
9.3. The Receiving Party agrees that the confidentiality obligations hereunder shall apply to the Confidential Information provided by the Disclosing Party in connection with the execution of the Contract, both before and after the date of the Contract.
9.4. Upon termination of the Contract or at the request of the Disclosing Party, the Receiving Party agrees to promptly return to the Disclosing Party or destroy at the request of the Disclosing Party the Confidential Information provided by the Disclosing Party to the Receiving Party.
9.5. The confidentiality obligations hereunder shall not apply to Confidential Information which:
9.5.1. was at the time of transfer or becomes thereafter the public domain through no fault of the Receiving Party which the Receiving Party can properly prove;
9.5.2. was in possession of the Receiving Party before receipt from the Disclosing Party which the Receiving Party can properly prove;
9.5.3. was received by the Receiving Party from a third party.
9.6. The information shall not be considered to be the public domain if the basic principle is in the public domain or known to the Receiving Party, but special practice of its use is not in the public domain or not known to the Receiving Party.
9.7. Neither Party may deliver official statements, press releases, public announcements and other messages concerning the present Contract without the prior written consent of the other Party.
9.8. The Party in breach of the confidentiality obligations hereunder shall be liable in accordance with the current legislation of the Republic of Cyprus.
9.9. The confidentiality obligations hereunder shall apply during the term of the Contract and for five years after its termination unless the Parties agree otherwise.
10. ALTERATION AND TERMINATION OF THE CONTRACT
10.1. The Contract may be changed:
10.1.1. by agreement of the Parties;
10.1.2. by the Publisher in the cases expressly provided in these Rules. If the Advertiser disagrees with the proposed changes the Advertiser may terminate the Contract by giving notice to the Publisher as specified in the paragraph 10.2.3 hereof.
10.2. The Contract may be early terminated:
10.2.1. by agreement of the Parties;
10.2.2. by the Publisher, by way of unilateral termination of the Contract, in whole or in part, in case of breach by the Advertiser of its obligations or guarantees established by these Rules and / or the Contract. A written notice of termination shall be sent to the Advertiser not later than 3 (three) working days before the proposed date of termination of the Contract.
The Contract for placement of the Media Advertising shall be deemed terminated, in whole or in part, upon the expiration of 3 (three) business days from the date of the termination notice send by the Advertiser to the Publisher.
Furthermore, the Advertiser shall compensate to the Publisher for the documented damages caused by such breach of the Contract;
10.2.3. by either Party, by way of unilateral termination of the relevant Contract, in whole or regarding a part of the Services, upon condition that the terminating Party shall notify the other Party in writing at least 14 (fourteen) days before the proposed date of termination of the Contract. The Advertiser shall fully pay for the Services / Additional Services rendered through the date of termination of the Contract, and the Publisher shall return to the Advertiser the amount of advance payment in excess of the cost of the Services / Additional Services actually rendered by the Publisher by the date of termination;
10.2.4. by either Party, by way of unilateral termination of the relevant Contract regarding the Additional Services upon condition that the terminating Party shall notify the other Party in writing at least 3 (three) business days before the proposed date of termination of the Contract. In this case the Contract will be deemed terminated regarding the Additional Services upon the expiration of 3 (three) business days after the Publisher receives the termination notice from the Advertiser, or the expiration of 3 (three) business days from the date the Publisher sends the termination notice to the Advertiser. In this case the Advertiser is undertakes to pay for the Additional Services provided by the time of termination of the Contract, and the Publisher shall refund the Advertiser the amount paid in advance that shall exceed the total cost of the Additional Services actually provided by the Publisher by the date of the termination of the Contract regarding the Additional Services;
10.2.5. on other reasons provided for by applicable law and these Rules.
10.3. The Parties shall make mutual financial settlements within 30 (thirty) calendar days from the date of termination of the relevant Contract except as otherwise provided in the Contract.
10.4. In the case of unilateral termination of the relevant Contract, such Contract shall be deemed terminated, in whole or in a relevant part, from the first day of the month following the month which includes the date of termination notice provided that notice deadline is met except as otherwise provided herein.
10.5. In case of partial termination of the Contract, the Publisher may refuse to place the Advertisement in the Applications provided that the notice deadline is met.
10.6. In case of breach of time limits for payments for the Services / Additional Services or delay in provision of the Advertising Materials the Publisher has no obligation to notify the Advertiser of partial termination of the Contract.
11. DURATION, ALTERATION, TERMINATION OF RULES
11.1. These Rules come into effect from the date of their publication on the Web Site and remain valid until their revocation or alteration in accordance with the Contract unless another period of validity is defined by the Contract or the Mandatory Documents.
11.2. The Rules may be amended and / or revoked at any time. The data about amendments to, or revocation of, such documents shall be communicated to the Advertiser using any of the following methods at the Publisher's discretion: by placement on the Site, by publication in the mass media, or by sending an applicable notice to the e-mail address indicated by the Advertiser during the conclusion or performance of this Contract.
11.3. In the event of revocation of, or amendments to, the mandatory documents, such amendments shall take effect as soon as applicable data has been communicated to the Advertiser, except where the Contract or applicable notice calls for a different term.
1.4. The Mandatory Documents may be approved, supplemented and altered by the owner of 2GIS Products at its sole discretion and shall be notified to the Advertiser in the manner provided for notification about changes in these Rules.
11.5. Those of the contractual obligations of the Parties which by virtue of their nature shall continue to be effective (including, but not limited to, warranty obligations, confidentiality obligations, and mutual settlement obligations) shall be in effect after the expiry of this Contract until performed in full.
12.1. The Contract, its conclusion and execution shall be governed by the law of the Republic of Cyprus. All matters not settled or fully settled by the Contract in accordance with these Rules shall be determined by the substantive law of the Republic of Cyprus.
12.2. Disputes arising out of these Rules and/or the Contract are subject to the exclusive jurisdiction of the Courts of the Republic of Cyprus.
12.3. All notices and other documents under the Contract, unless otherwise provided in these Rules, shall be sent to the addresses specified in the Contract relating to it. Notices and other documents in writing shall be delivered by courier service with confirmation of delivery; other notifications may be sent by fax or e-mail from / to the number(s) / e-mail address(es) specified in the relevant Contract.
12.4. Advertiser agrees to receive information notices (hereinafter —the notices) to its e-mail address provided in the Contract or in the course of execution of the Contract, on the following terms:
12.4.1. The Publisher agrees to use the notices solely to inform the Advertiser about the progress in implementing the Contract, its alteration or termination, changes in 2GIS Product, as well as ongoing promotional events, discounts and new advertising opportunities regarding 2GIS Products.
12.4.2. The Publisher has the right to accompany the notices with advertising messages of the third parties.
12.5. By entering into this Contract, the Advertiser, while acting freely, of its own will and in its interest, grants a written consent for processing of any personal data, indicated in such or provided separately including any action (operation) or a combination of actions (operations) performed upon such personal data, with or without use of automation equipment, including acquisition, recording, systematization, generation, storage, updating (changing), retrieval, use, transmission (distribution, provision, access), depersonalization, blocking, removal, and destruction of personal data for the purpose of this Contract. The Advertiser’s consent includes its consent that is case of non-fulfilment / improper fulfilment of obligations by the Publisher, the Advertiser has right to the disclose its personal data to any third parties in order to collect indebtedness, contractual penalty, legal interests, damages, interests on third-party funds and other funds from the Publisher, regardless of the type of the contract signed with such third parties.
The Advertiser’s consent is in effect within the term of the contract and during 5 (five) years after the termination of such. The consent may be revoked by the Advertiser by sending a corresponding written application to the Publisher’s address.
12.6. If any provision of these Rules is held invalid, it does not affect the validity or enforceability of the remaining provisions.
current version of these Rules is available online at http://law.2gis.com.cy/advert-rules/.
Last Updated: June 01, 2017