1. Telegram Ad Platform Terms of Service

Telegram Ad Platform Terms of Service

1. TERMS AND DEFINITIONS

1.1. Account – a personalized record of the Advertiser within the Telegram Ad Platform with unique access details, containing the information on the Services, Statistics, Advertiser’s information, Ads and their status, Balance, operating tools and features.

1.2. Ad – an advertisement created using the Telegram Ad Platform that specifies where, how, when and which Advertising Materials are to be displayed, including the type and format of the Advertising Materials, their placement (particular channels, groups, games), CPM, Maximum Budget.

1.3. Advertiser – the person or entity who has entered into the Agreement with the Company.

1.4. Advertising Materials – any graphic/media file and/or any and all accompanying information supplied by the Advertiser to the Company to be displayed for advertising purposes in Publication Spaces. The Advertiser retains all rights, whether owned by the Advertiser or by a third party, and/or licensed or otherwise used by the Advertiser, in relation to any Advertising Materials and grants to the Company a worldwide, non-sublicensable, non-exclusive, royalty-free license to use, serve, copy, reproduce, distribute and display the Advertising Materials, in any known, agreed or hereafter developed manner.

1.5. Agreement – the present Terms of Service along with the Advertising Agreement reached between the Company and the Advertiser.

1.6. Auction – the automated system that uses certain algorithms to determine the best offered CPM in relation to an Ad for the provision of the Services.

1.7. Balance – the amount of money which is available on the Account and can be spent on the Services.

1.8. Confidential Information – all information of a Party including, without limitation, information and/or personal data provided by a Party, its related corporations, affiliates, employees, agents, representatives, advisors, or consultants, whether disclosed or communicated verbally, in writing or in any other tangible form, and whether relating to a Party’s business, operations, processes, plans, requirements, inventions, product or service information, pricing, know-how, design rights, trade secrets, software, systems, market opportunities, customers and business affairs.

1.9. CPM – Cost-Per-Mille, the price for one thousand Impressions of an Ad.

1.10. Company – the legal entity which belongs to Telegram group of companies and has a right to enter the Agreement with the Advertiser for the Services.

1.11. Data Protection Laws – the following legislations to the extent applicable from time to time: (a) national laws implementing the Directive on Privacy and Electronic Communications (2002/58/EC) (as amended by Directive 2009/136); (b) the General Data Protection Regulation (2016/679) (the GDPR) and the UK GDPR and any national law supplementing the GDPR or UK GDPR (such as, in the UK, the Data Protection Act 2018), and (c) any other data protection or privacy laws, regulations, or regulatory requirements, guidance and codes of practice applicable to the processing of personal data (as amended and/or replaced from time to time).

1.12. Impression – each occurrence of a display of an Ad to a user in a Publication Space, as evidenced by Statistics.

1.13. Improper Advertising – any act or omission which violates the Consumer Protection from Unfair Trading Regulations 2008 or any other applicable laws or regulations relating to advertising or marketing standards.

1.14. Intellectual Property Rights – trademarks, service marks, rights in trade names, business names, logos or get-up, goodwill and the right to sue for passing off, patents, supplementary protection certificates, rights in inventions, registered and unregistered design rights, copyrights (including rights in software), database rights, image rights and rights to personality, rights in domain names and URLs and social media presence accounts, and all other similar rights in any part of the world (including in confidential information, trade secrets and know-how) and whether registered or not, including, where such rights are obtained or enhanced by registration, any registration of such rights and applications and rights to apply for such registrations.

1.15. Maximum Budget – the maximum amount of funds, confirmed by the Advertiser, that can be deducted from the Balance for displaying a particular Ad in a Publication Space. Reaching the Maximum Budget shall result in the Ad being put on hold.

1.16. Publication Space – a digital space for Advertising Materials made available by the Company including, without limitation, in Telegram channels, Telegram groups and Telegram games.

1.17. Reporting Period – calendar month. The first Reporting Period commences on the date of signing of the Agreement and lasts up to the last day of the relevant calendar month (as an example, June 10 – June 30), the last Reporting Period commences on the first day of the relevant calendar month and lasts up to the date of the Agreement’s termination (as an example, June 01 – June 15).

1.18. Services – the display of the Advertising Materials in the context of a particular Ad, in the relevant Publication Space.

1.19. Statistics – a detailed report on the Advertiser’s Ads, which specifies the scope of the Services provided. It includes the Advertising Materials data, the cost of the Services in the Reporting Period and other data generated by the Company upon the results of automated checks.

1.20. Telegram App – a cloud-based mobile and desktop messaging app with a focus on security and speed, including but not limited to mobile apps for iPhone/iPad/Android/Windows phone, desktop apps for PC/Mac/Linux/macOS/Web-browser, Telegram web and all other interfaces and/or versions which exist or will be created in future.

1.21. Telegram Ad Platform – the software solution which provides the Advertiser with the opportunity to create Ads that participate in Auctions for Publication Spaces, control and terminate their Ads, and access the relevant Statistics within the Account.

1.22. Telegram Ad Policies and Guidelines – Telegram Ad Policies and Guidelines as available at: https://promote.tlgr.org/guidelines.

1.23. Telegram Privacy Policy – Telegram Privacy Policy as available at: https://tlgr.org/privacy.

1.24. Telegram Terms of Service – Telegram Terms of Service as available at: https://tlgr.org/tos.

1.25. Terms of Service – Telegram Ad Platform Terms of Service as available at: https://promote.tlgr.org/tos.

2. REQUIREMENTS FOR ADVERTISING MATERIALS

2.1. Advertising Materials shall be in compliance with all applicable laws, rules and regulations, present Terms of Service, Telegram Terms of Service, Telegram Privacy Policy, Apple App Store terms and rules as may be applicable, and Google Play terms and rules as may be applicable.

2.2. Advertising Materials shall be in compliance with Telegram Ad Policies and Guidelines. Advertising Materials must not relate to the topics as indicated at Ad Policies and Guidelines/Prohibited Content.

2.3. The Company reserves the right to update Telegram Ad Policies and Guidelines and the list of topics at clause 2.2 from time to time.

3. RIGHTS AND OBLIGATIONS

3.1. The Company shall:

(a) pursuant to and in accordance with the Advertiser’s instructions submitted via the Telegram Ad Platform in relation to a particular Ad, provide the Services whenever the Advertiser’s CPM bid wins the Auction for a particular Publication Space, for as long as the Ad’s Maximum Budget and the Advertiser’s Balance allow.

3.2. The Company may, at its sole discretion:

(a) conduct an audit of the Advertising Materials to verify their compliance with all applicable laws, rules and regulations, present Terms of Service, Telegram Ad Policies and Guidelines, Telegram Terms of Service, Telegram Privacy Policy, Apple App Store terms and rules as may be applicable, and Google Play terms and rules as may be applicable. The Company shall not be bound by any time frames in conducting an audit under this clause 3.2(a);

(b) terminate or suspend the Services without any liability in the event that the Advertising Materials, as may be evidenced by the results of any audit undertaken by the Company under clause 3.2(a) above, are in conflict with any applicable laws, rules and regulations, present Terms of Services, Telegram Ad Policies and Guidelines, Telegram Terms of Service, Telegram Privacy Policy, Apple App Store terms and rules as may be applicable, and Google Play terms and rules as may be applicable, and inter alia, contain any elements of Improper Advertising, and/or explicitly violate the generally accepted moral and ethical standards, and/or are inconsistent with the Company’s values and principles, including the Company’s stance on fundamental human rights, freedom of speech and data privacy;

(c) request any supporting documentation regarding Advertising Materials, including, without limitation, the relevant licenses/permits/certificates for licensed goods/services, agreements with Advertiser’s customers for distribution of goods/services which contain Intellectual Property Rights, and suspend provision of Services until and unless such information is provided to the satisfaction of the Company;

(d) request any supporting documentation on Advertiser’s legal status, including, but not limited to, its constitutional documents, tax numbers, residency and related details, powers and rights of representatives, and suspend provision of Services until and unless such information is provided to satisfaction of the Company;

(e) transfer any information concerning Advertiser and the Advertising Materials which is required to be disclosed by any regulatory authority, any auditor of the Parties, by judicial or administrative process or otherwise by applicable law or regulation;

(f) change the parameters of the Services in the Telegram Ad Platform and, in particular, change the list of available Publication Spaces and minimum CPM; and

(g) make changes to these Terms of Service at any time by uploading an updated version of the Terms of Service to its website, which can be accessed here: https://promote.tlgr.org/tos.

3.3. The Advertiser shall:

(a) be fully responsible for the compliance of the placed Advertising Materials and the methods of their placement, including the use of any settings and placement parameters of the Telegram Ad Platform, with all applicable laws, rules and regulations, these Terms of Services, Telegram Ad Policies and Guidelines, Telegram Terms of Service, Telegram Privacy Policy, Apple App Store terms and rules as may be applicable, and Google Play terms and rules as may be applicable;

(b) promptly provide the Company with any information, documents and other materials that the Company may request from time to time in accordance with clauses 3.2(c) to 3.2(e) above;

(c) promptly inform the Company of all changes impacting the Company under this Agreement, including but not limited to the Advertiser’s business, contact details, bank details and authorized persons;

(d) mark the Advertising Materials, if so required by applicable law, with an indication of the age category of persons for whom it is addressed and any other indications. The Advertiser is solely responsible for correct labelling of the Advertising Materials;

(e) not permit any third party to put forward a bid at an Auction using its Account; and

(f) obtain any requisite consents, licences and approvals required in connection with the performance of the Agreement (including the use of any settings and placement parameters of the Telegram Ad Platform), and fully comply with its obligations under the same.

3.4. The Advertiser may:

(a) place requests for the Services by creating Ads on the Telegram Ad Platform;

(b) use the Telegram Ad Platform interfaces to interact with their Ads, e.g. launch Ads and put them on hold, submit changes to the CPM and Maximum Budget of Ads, etc. Without prejudice to clause 3.2(a), changes will be usually applied after fifteen (15) minutes, but no later than in sixty (60) minutes after the request is registered by the Telegram Ad Platform; and

(c) be informed of the Statistics.

4. LIABILITY

4.1. In case of non-compliance or inadequate performance by the Parties of their respective obligations under this Agreement, the Parties will incur liability as provided for under applicable law; except that the Company shall not be liable for failure to fulfill or the improper fulfillment of the Agreement caused by breakdown of telecommunication and energy networks, effects of malicious software or fraudulent acts by the third parties.

4.2. The Company undertakes all possible effort to provide the best Services it can. Notwithstanding clause 4.1 above, however, these Services are provided "as is” and “as available” and the Company makes no guarantees that the Services always will be error-free, or that they will function without delays and disruptions. The Company disclaims all warranties, whether express or implied, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

4.3. Without prejudice to the generality of clause 4.1 above, the Advertiser shall be liable for security of the access details to the Account and shall compensate the Company for any losses related to such use by the persons not authorized to act on behalf of the Advertiser. For the avoidance of doubt, where the Advertiser is in violation of its obligations under this Agreement, the Advertiser shall reimburse the Company for any and all losses incurred as a result of such violation.

4.4. The Company's total aggregate liability under this Agreement whether in contract, tort (including negligence), under a warranty, undertaking or representation under statute or otherwise, for any losses or damages suffered or incurred by the Advertiser shall not exceed the total amount of the Advertiser's Balance spent in the previous calendar year.

4.5. The Company shall not be liable under or in connection with this Agreement whether in contract, tort (including negligence), under a warranty, undertaking or representation under statute or otherwise, for any indirect or consequential losses, any loss of business, business opportunities or goodwill, or any loss of revenue, savings or profits, whether actual or prospective or for any punitive damages, howsoever arising, whether such losses or damage were foreseeable or in the contemplation of the Advertiser or the Company.

4.6. Nothing in this Agreement shall limit or exclude any liability for (i) death or personal injury resulting from negligence, (ii) fraud, fraudulent misrepresentation or willful default, or (iii) for any other liability to the extent it cannot be lawfully excluded or limited.

5. WARRANTIES AND INDEMNIFICATION

5.1. Warranties – Each Party warrants to the other that:

(a) to the best of its knowledge, nothing in this Agreement violates any applicable law, including Data Protection Laws;

(b) it has the necessary financial resources to perform its obligations under this Agreement;

(c) it has the requisite legal right, power and authority to execute, deliver, and to perform its obligations under this Agreement;

(d) this Agreement constitutes its binding obligations in accordance with its terms; and

(e) nothing contained in this Agreement will result in a breach of any provision of its constitutional documents or result in a breach of any agreement, license or other instrument, order, judgment or decree of any court or governmental body to which it is bound.

5.2. Indemnity – The Advertiser hereby indemnifies, defends and holds harmless on an after tax basis the Company and each of the companies in the Company’s group and its and their directors, employees, officers, contractors, agents and any other related parties (each an Indemnified Person) from and against:

(a) all or any claims, actions, proceedings, liabilities, investigations, demands, judgements and/or awards (in each case whether or not successful, compromised or settled and whether joint or several) (together Claims and each a Claim) which may be asserted, established, instituted, made, pending, threatened or alleged against or otherwise involve an Indemnified Person in any jurisdiction by any person whatsoever, including without limitation by a third party or by any supervisory or regulatory agency or body; and/or

(b) all or any loss, damage, cost, liability, demand, charge, expense or tax (including, without limitation, (i) any direct, indirect or consequential losses, loss of profit, loss of business, business opportunities or goodwill, loss of reputation, (ii) all interest, penalties, legal costs and all other professional costs and expenses, (iii) all losses suffered or incurred in investigating, preparing for or disputing or defending or providing evidence in connection with or settling any Claim and/or in establishing its right to be indemnified pursuant to this clause 5.2 and/or in seeking advice regarding any Claim and/or in any way related to or in connection with the indemnity contained in this clause 5.2) (together Losses and each a Loss) which may be suffered or incurred by an Indemnified Person,

which, directly or indirectly, arise out of, or are attributable to, or are connected with the performance of the Agreement, the Ads, the Advertising Materials, the advertised goods or services or consumption thereof, or non-compliance by the Advertiser with any terms of this Agreement.

5.3. Conduct of claims

(a) Each Indemnified Person shall give notice as soon as reasonably practicable to the Advertiser of any action commenced against it after receipt of a written notice of any Claim or the commencement of any action or proceeding in respect of which a Claim for indemnification may be sought hereunder, insofar as may be consistent with any obligation of confidentiality or other legal or regulatory obligation which that Indemnified Person owes to any third party or to any regulatory request that has been made of it, but failure to so notify the Advertiser shall not relieve the Advertiser from any liability or any obligation to indemnify the Advertiser and in any event shall not relieve the Advertiser from any liability which the Advertiser may have. Legal advisers to any Indemnified Person shall be selected by such Indemnified Person in its absolute discretion.

(b) The Advertiser shall, at the request of any Indemnified Person, conduct the defense of any such action and shall do so at its own expense; provided, however, that legal advisers to the Advertiser shall be reasonably satisfactory to the Indemnified Persons and shall not (except with the consent of the Indemnified Person) also be legal advisers to the Indemnified Person. If the Advertiser conducts the defense of an action, it shall provide each relevant Indemnified Person with all relevant information in respect of any such action on a timely basis (including, without limitation, on request) and the Advertiser will take such action, in each case, as each relevant Indemnified Person may reasonably request.

(c) The Advertiser shall not, without the prior written consent of the Indemnified Persons, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any supervisory or regulatory agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification could be sought under clause 5.2 (whether or not the Indemnified Persons are actual or potential parties thereto), unless such settlement, compromise or consent: (i) includes an unconditional release of each Indemnified Person from all liability arising out of such Claim; and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

(d) The provisions of this clause 5 shall not affect or be affected by any other agreement to which any Indemnified Person is a party with respect to indemnification.

5.4. Contracts (Rights of Third Parties) Act 1999 – Each Indemnified Person will have the right under the Contracts (Rights of Third Parties) Act 1999 to enforce its rights against the Advertiser under this clause 5; provided that only the consent of the specified parties to the Agreement shall be required to make any amendment of the Agreement or give any waiver under the Agreement.