Present document is a proposal of “LINDERSON INVESTMENTS” LP (further “Popunder”) to conclude a Contract for providing Services of visitors’ attraction on Advertisers sites as follows:
1.1. For present document security, under mentioned terms are used in following meaning: User – visitor of information resource on the Internet. URL – text linking included in Advertising campaign, which redirect users who Clicked on information resource (site) on the Internet. Address (URL) for Advertising data indicated by Advertiser for this Advertising campaign (further – “Link to the site”). Advertising campaign – block of settings for ads impressions, ordered by Advertiser to provide Services for Internet Users hits optimization on the site of Advertiser depends on certain terms of ads allocation given by Advertiser. Ads settings are stored and displayed in personal account of Advertiser, in Popunder system. Offer Accept – full and unconditional Offer acceptance by actions implementation specified in Section 7 of present Offer. Offer acceptance by Advertiser interchangeable to Contract acceptance. Advertising data – URL website or page indicated by Advertiser in personal account. Website – information source accessible via a network such as the Internet served from a single web domain. Click – User’s link transition which redirect Users on Advertiser’s site. Targeting – User’s segment definition for transition on Advertising data of Advertiser according to exact groups of Users (subject (select the target audience on Web-sites), geo-targeting (Internet Users from definite city, country, region), time of transition etc.). Advertiser – a person, organization that accepted the Offer. Advertiser is a Customer of Popunder Services per concluded Contract and responsible for all his/her actions. Also Advertiser acts as the one of members of Popunder on web client interface. Web client interface – programming interface of interaction between Advertiser and Popunder, which contains information about Advertiser, statistics data etc. referring to Popunder Services. Also provides possibility of remoting for both Parties in accordance with the Contract (Ads composition and editing, Advertising Campaign process control, keywords selection, cost-per-click (CPC) bidding etc.). Abovementioned functions are available for Advertiser after authorization with login and passwords of Advertiser on Popunder.ru through application programs (including mobile devices) or API (application programming interface). 1.2. Offer can contain terms not mentioned in Section 1.1. Then each term interpretation should be done up to the Offer content.
2.1. Subject of the Contract is to provide payable Services by Popunder to Advertiser on the terms of the Offer through maintaining Internet Users transitions on Advertiser’s site by links and advertising banners posting on advertising platforms of Popunder system.
3.1. Services are provided only for Advertising campaign (-s), for which Advertiser accepted the Offer.
3.2. Advertiser (representative of Advertiser) produces and editing the Advertising campaign on his/her own. Considering all requirements of the Offer unless other additionally agreed by Parties. Advertiser fully assumes responsibility and liability as a person in charge at the sole risk stipulated by the legislation for resources usage, provided by Popunder system and distribution of information as Advertising data on forums. Also Advertiser guarantees compliance of provided Advertising materials published by Popunder due to existing legislation requirements.
3.3. Popunder has the right to check Advertising campaigns of Advertiser according to requirements of the Offer (Contract) before to start Services providing as well as after Advertising materials were published.
3.4. Popunder reserves the right:
3.4.1. To suspend Services and/or terminate the Contract (-s) with the Advertiser in unilateral way in case of: 1) Cost of Popunder prepayment Services became equal or exceeded amount of transferred funds by Advertiser on bank account of Popunder system as prepayment for Services; 2) Advertiser has a debt for Popunder Services, particularly has overdue payment on credit terms for Services, provided to Advertiser due to Contract.
3.4.2. To delete Advertising campaign of Advertiser published due to the Contract, within twelve months since Advertising campaign had already started. During this period Advertiser has access to Advertising campaign (after authorization with login and password of Advertiser).
3.5. Advertiser has no right to transfer his/her ownership due to Contract to any third Party.
3.6. Advertiser fully assumes responsibility and liability as a person in charge at the sole risk for safety and confidentiality of registry data (login and password). All actions done in regard to Advertising campaigns with login and password of Advertiser considered as actions done by Advertiser. Advertiser fully assumes responsibility and liability as a person in charge at the sole risk for all actions done using login and password to the third Parties. Popunder is not responsible for unauthorized usage of Advertiser’s registration data by third Parties.
3.7. For the Contract purposes Advertiser confirms that for determination of impressions number, number of clicks, cost of Services, only Popunder data generated after processing of User’s Clicks used.
4.1. To provide Services to Advertiser in accordance with the Contract concluded on the terms of the Offer.
4.2. To provide Services to Advertiser (representative of the Advertiser) in accordance with the Contract to ensure access to statistics of Popunder system through web client interface using login and password of Advertiser. Herewith Popunder is not responsible for impossibility to check statistics data by Advertiser, for reasons beyond Popunder control.
4.3. To ensure Advertiser (representative of the Advertiser) confidentiality and his/her Advertising campaigns, including access to Advertising campaign only with usage of login and password of Advertiser.
4.4. Do not transfer his/her ownership due to Contract to any third Party.
Popunder has the right:
4.5. Temporarily suspend Services as per the Contract to Advertiser due to technical, technological and other reasons, which hinder to provide Services until these reasons will be fixed.
4.6. Suspend Services as per the Contract and/or early terminate the Contract unilaterally and extrajudicially by notification of Advertiser in case of breach of Contract obligations and/or guarantees by Advertiser.
5.1. To prearrange Advertising campaign in good and due form for dissemination without assistance in accordance with Section 3 (item 3.2.) of the Offer. Cost per Clicks considered as confirmed by Parties at time when Advertiser saves under his/her personal account appropriate terms of Advertising campaign on Site of Popunder.ru. The rest of Advertising campaign’s terms considered as agreed in two hours after mentioned moment.
5.2. Observe all applicable regulations and existing legislation requirements, including Federal Law “Concerning Advertising”, intellectual property law, Federal Law “Concerning the Protection of Competition” including but not limited to, while prearranging, creating and editing Advertising campaign.
5.3. To provide Popunder duly notarized copies of appropriate licenses, certificates by the time of Advertising campaign starting date or during one working day from the moment of inquiry from Popunder, in case of advertised services or activities subjected to licensing and/or obligatory certification. In the event of failure to submit specified documents, Popunder has the right to refuse and/or suspend / stop appropriate Advertising campaign distribution.
5.4. To pay for Popunder Services by the specified time and in accordance with established procedure as per the Offer (Contract).
Advertiser has the right:
5.5. Of Access to statistics data in accordance with established procedure.
5.6. Change/edit Advertising campaign (including ads distribution) at any time in compliance with established requirements of the Contract.
5.7. To suspend or stop Advertising campaign at any time.
6.1. Cost of Services provided by Popunder as per the Contract determined in accordance with statistics data of Popunder based on Clicks and number of Clicks per reporting period. Wherein cost per Clicks negotiated between Parties during Advertising campaign within the limits of minimum and maximal cots per Clicks fixed by Popunder. Including maximal cost per Clicks fixed by Advertiser but also format of advertising materials and distribution terms, displayed in statistics data of Popunder.
6.2. Reporting period of Services settled within calendar month.
6.3. Payment for Services by Advertiser shall be in rubles or foreign currency and Services cost fixed in invoice by cashless money transfer.
6.4. Services provided on prepayment terms to Advertiser. Advertiser shall make advance payment in the amount of 100% (one hundred percent) from the total cost of ordered Services. Payment for Services by Advertiser is the Offer Acceptance and entails the Contract conclusion on prepayment terms (Section 7, item 7.1.1 of the Offer).
6.5. For the purposes of present Offer’s article, terms countable in calendar days exclude non-working days and public holidays.
6.6. For the Contract purposes payment for Services shall be in cashless money particularly via bank transfer or other payment method allowed by legislation and acceptable by Popunder (indicated in section “Add Funds” on site of Popunder.ru). Selecting and using of payment method of Services made by Advertiser at sole discretion and without stipulated liability of Popunder. Security, privacy and other conditions of chosen payment methods/modes by Advertiser are beyond the scope of the Offer and Contract and regulated by agreements (contracts) between Advertiser and appropriate organizations.
6.7. Advertiser shall notify Popunder of effected payment with a copy of billing statement with a mark of nominated bank (if any appropriate payment method exists).
6.8. Services considered fully paid by Advertiser since Popunder receives bank confirmation of full payment receipt on current account of Popunder. In any particular case payment confirmation may serve as: a) facsimile copy of payment order while using cashless money transfer; b) facsimile copy of payment receipt with nominated bank stamp; c) Popunder verification of payment to Popunder via payment system if electronic funds transfer was done by Advertiser.
6.9. Every month (last day of reporting period) and/or upon completing Services providing as per the Contract, Popunder generates unilateral Act of provided services under actual volumes of rendered Services during reporting period. 6.10. In case if advance payment will exceed the amount of actual Services provided by Popunder, undrawn balance will be applied against future services.
7.1. Advertiser makes Offer Acceptance in case of Contract conclusion on prepayment terms with advance payment for Popunder Services, for which Contract executed.
8.1. Offer enters into force upon distributed on the Internet (https://popunder.net/en/main/pages/oferta_web/) and valid until Offer recalled by Popunder.
8.2. Popunder reserves the right to change conditions of the Offer and/or recall the Offer at sole discretion at any moment. If Popunder will change conditions of present Offer, such changes enter into force upon revised text of the Offer distributed on the Internet through specified web link in Section 8, item 8.1. (if there is no other conditions which come into force additionally).
9.1. Offer Acceptation by Advertiser done under Section 7 of present Offer automatically creates the Contract (Article 438 of Civil Code of the Russian Federation) on the conditions of Offer.
9.2. Contract enters into force upon Offer Acceptation by Advertiser and valid until: a) the moment of the discharge of obligations by Parties as per the Contract, namely payments of Advertiser for Services costs and Services providing by Popunder in the amount equal to Services costs, or b) the moment of Contract termination.
9.3. Advertiser agrees and acknowledges that amendments made in Offer causes amendments alteration in concluded and active Contract between Advertiser and Popunder. And these amendments in the Contract enter into force simultaneously with such amendments in the Offer.
9.4. In case of Offer recall of Popunder during Contract validity, Contract considered as terminated since the moment of recall. If other conditions not specified by Popunder while recall the Offer.
10.1. Contract may be terminated:
10.1.1. By agreement of the Parties at any time.
10.1.2. At the initiative by either Party with written notice of other Party if Contract conditions violated by other Party.
10.1.3. For any other reasons, specified by actual Offer.
11.1. Services provided on conditions “AS IS” without submission of efficiency guarantees, purchasing capacity, data security as well as without explicit or apparent guarantees. Popunder is not liable for any infliction or damnification probability to Advertiser’s information or business because of Services use or unavailability of Services.
11.2. In the event of errors and bugs Popunder takes all efforts to eliminate it as quick as possible during validity of the Contract. At the same time Popunder not ensures lack of errors and bugs, including software errors while distributing Advertisements.
11.3. While agreeing and accepting actual Contract conditions, Advertiser assures and guarantees Popunder that:
11.3.1. Advertiser voluntarily concludes the Contract herewith Advertiser:
1) Fully familiar with terms and conditions of the Contract, 2) Fully understand the Contract Subject, 3) Fully understand and realize the meaning and consequences of his/her actions concerning conclusion and execution of the Contract.
11.3.2. Advertiser has all rights and authorities necessary for Contract conclusion and execution.
11.3.3. Positioning of Advertising campaign including, but not limited to materials with installed URL (link) do not infringe law and do not entail violation of current legislation and/or right of third Parties.
12.1. Parties bear the responsibility for violation of covenants according to the Contract and/or current legislation of the Russian Federation.
12.2. Popunder under no circumstances bears no responsibility as per the Contract for:
a) Any actions/omissions, which are direct or indirect result of actions/omissions of Advertiser and/or third Parties; b) Any indirect losses/damages and/or loss of profit of Advertiser and/or third Parties regardless of fact that Popunder could forecast possibility of such losses/damages or not; c) Use (impossibility of use) of chosen payment method for Services as per the Contract or no matter which consequences of use (impossibility of use) of chosen payment method for Services as per the Contract by Advertiser. As well as use/use impossibility of any funds and/or methods of information transmission/acquisition by Advertiser and/or third Parties.
12.3. Aggregated extent of responsibility of Popunder as per the Contract, including amount of penalties (fines, forfeits) and/or qualifying losses per each claim or complaint with respect to the Contract or Contract execution limited to 10% of Contract Services cost.
12.4. The Parties relieved of responsibility for partial or complete non-fulfillment of their liabilities under the present Contract if this non-fulfillment was caused by force majeure circumstances occurred after conclusion of the Contract. Or if non-execution of liabilities of Parties under the Contract is due to extraordinary events, which Parties could neither foresee nor prevent by reasonable measures. Force majeure circumstances are the events which the Parties cannot control and do not bear responsibility, including: war, insurrection, strike, earthquake, flood, other natural disasters, fire, and power failure, occurred at no fault of Parties. Actions and acts of government bodies taken after Contract conclusion making impossible to fulfill obligations, established by the Contract and other unforeseen consequences and events or phenomena beyond Parties control included but not limited to.
12.5. Advertiser fully liable for:
a) compliance with all legislation requirements, including advertising legislation, intellectual property legislation, competition law including, but not limited to. As well as content and format of Advertising materials, including URL (link), which installed by Advertiser for visitors direction, targeting selection, use of site (domain name of site) with URL (link) and other actions, taken as advertiser and/or advertising agent; b) information credibility indicated during registration on site of Popunder.ru as User, and credibility of guarantees and assurances of Advertiser, specified in Section 11 of the Offer.
12.6. Taking into consideration conditions of Section 12.5 of the Offer, Advertiser liable to resolve disputes and adjust the claims of third Parties concerning advertising (Advertising campaigns, Advertising data) by own means and at his/her own expenses. As well as Advertiser liable to resolve disputes and adjust the claims of third Parties regarding ads distribution under the Contract, or pay the damages (including legal costs), caused to Popunder because of disputes and claims based on Advertising distribution by Advertiser under the Contract. If content, format and/or ads distribution of Advertiser under the Contract caused prescription to Popunder for penalties payment from government authorities, Advertiser liable immediately to provide all required information concerning advertising distribution and content per Popunder request. Advertiser liable to contribute to Popunder in prescriptions settlement and recoup for all damages (including expenses for penalties payment) caused to Popunder because of prescription claims due to Advertising distribution by Advertiser.
12.7. In case of Contract conditions violation by Advertiser, Popunder has the right to suspend Services until Advertiser will fully eliminate the committed violations and fully reimburse (compensate) caused losses and damages to Popunder. Popunder has the right to terminate the Contract with appropriate notification by email to Advertiser email address, indicated while creating Advertising campaign. By Contract termination under specified basis, Popunder has the right by withholding to impose a penalty to Advertiser with amounts of forfeits and damages in accordance with Contract.
13.1. The Contract conclusion and fulfillment regulated by current legislation of Russian Federation. All questions not regulated or partly regulated by Offer, regulated in accordance with substantive law of Russian Federation. If the disputes have not been resolved by negotiationbetween Advertiser and Popunder under the Contract, disputes brought for consideration in the manner prescribed by actual legislation of Moscow court of Arbitration.
13.2. Any notifications under the Contract may be sent by first Party to second Party: 1) By email a) on email address of Advertiser, indicated while creating Advertising campaign, from email address of Popunder indicated in Section 14 of the Offer if recipient is Advertiser, and b) on email address of Popunder, indicated in Section 14 of the Offer , from email address of Advertiser indicated while creating Advertising campaign.
13.3. If one or more conditions of the Offer are not valid, unenforceable, such invalidity do not influence on validity of any other condition of the Offer (Contract), which remain in force.
13.4. Without prejudice with Offer conditions, Advertiser and Popunder has right to conclude bilateral Contract for Service in written form any time.
LINDERSON INVESTMENTS LP
Company address: 18/2 ROYSTON MAINS STREET EDINBURGH, SCOTLAND EH5 1LB
Bank Country: Latvia
Account Owner: LINDERSON INVESTMENTS LP
USD IBAN: LV33LAPB0000086057608
EURO IBAN: LV04LAPB0000086059488
Bank Name: AS LATVIJAS PASTA BANKA
ZIP Code / City: LV-1011, Riga
Adress: 54 Brivibas street
Bosna i Hercegovina
Città del Vaticano