PARTNERSHIP AGREEMENT to YANDEX.CLOUD CUSTOMER AGREEMENT
- 1. SCOPE OF PARTNERSHIP AGREEMENT
- 2. TERM OF PARTNERSHIP AGREEMENT
- 3. MANAGING ACCESS TO SERVICES
- 4. SERVICE FEES
- 5. PAYMENT PROCEDURE
- 6. RIGHTS AND OBLIGATIONS OF THE PARTIES
- 7. WARRANTIES AND REPRESENTATIONS
- 8. LIABILITY OF PARTIES
- 9. LIMITATION OF LIABILITY
- 10. TERMINATION OF PARTNERSHIP AGREEMENT
- 11. APPLICABLE LAW AND DISPUTES RESOLUTIONS
- 12. TERMS AND DEFINITIONS
- 13. YANDEX DETAILS
- Annex No. 1 to PARTNERSHIP AGREEMENT to YANDEX.CLOUD CUSTOMER AGREEMENT.
1. SCOPE OF PARTNERSHIP AGREEMENT
1.1. Yandex hereby grants Partner the right to purchase the Services of the Yandex.Cloud Platform for the purposes of further sale and distribution to third parties (Users) on behalf of and at the expense of Partner, in accordance with the terms and conditions of this Partnership agreement ("Partnership agreement") which is an additional agreement to Yandex.Cloud Customer Agreement ("Agreement").
1.2. Services are provided solely for business purposes and can’t be used for personal or family use.
1.3. Yandex reserves the right to make changes to the terms of Partnership agreement, including its appendices, additional agreements, as well as documents referenced in Partnership agreement. If Yandex makes changes to the relevant documents, such changes will take effect from the moment the amended text of the relevant document is posted on the Internet at the address specified in this Partnership agreement or in the relevant annex or supplementary agreement, unless another date for the entry into force of the changes is additionally determined during such placement. Yandex shall notify Partner in advance of changes to Partnership agreement and documents that are part of Partnership agreement at least 10 (ten) calendar days before their entry into force, except in cases where such changes are required by applicable law or the specified documents provide for a different procedure for their modification.
Partner agrees and acknowledges that making changes to Partnership agreement and other documents that are part of Partnership agreement entails making these changes to the concluded and current Agreement, and these changes to Agreement come into force simultaneously with such changes to Partnership agreement and/or documents that are part of Partnership agreement. Notifications of changes to Partnership agreement and documents that are part of Partnership agreement are sent to Partner through Partner Portal or by e-mail to the address specified by Partner when registering on Platform.
1.4. The risk of not familiarizing with the new version of Partnership agreement (including its appendices) is borne by Partner. The Partner's implementation of the actions described in clause 1.1 of Partnership agreement, after making changes to Partnership agreement, is considered to be agreement with its new version. Partner has the right to refuse to accept the changes and additions made in accordance with the procedure provided for in clause 6.3.1 of Partnership agreement, which will mean the termination of Partnership agreement by Partner.
1.5. This Partnership agreement is not exclusive. Yandex reserves the right to enter into partnership agreements with other persons.
1.6. An essential condition of this Partnership agreement is the Partner's compliance with the requirements posted at: https://yandex.com/legal/cloud_partnership_requirements. Failure to comply with the above requirements is a significant violation of Partnership agreement and it gives Yandex the right to unilaterally terminate the agreement.
2. TERM OF PARTNERSHIP AGREEMENT
2.1. Customer initiates the conclusion of Partnership agreement by filling out Customer's offer statement on the conclusion of Partnership agreement on Site.
Customer's sending of the specified offer statement to Yandex is recognized as sending an irrevocable offer to conclude Partnership agreement on the terms specified in this agreement and in the offer statement.
Yandex reviews the offer application within 7 business days from the date of receipt by Yandex of Customer's offer application.
2.2. Partnership agreement is considered concluded by Parties for the term of Agreement from the date of sending the relevant notification to Customer at the email address specified in the offer statement.
3. MANAGING ACCESS TO SERVICES
3.1. Partner has the right to provide Users with access to Services on the basis of User agreement, as well as to use the Services for the purpose of selling their own products, except in cases where this contradicts the Terms of Use or other documents.
Providing access to Services to Users is carried out as follows:
3.1.1. Provision, configuration and management of Services is carried out by Partner using Management Console.
3.1.2. Partner provides Users with access to Services on the basis of User agreement concluded with User.
3.1.3. Yandex has the right to restrict or terminate the User's access to Services in case of violation by User of the Yandex.Cloud Acceptable Use Policy, restrictions on the use of Services established by this Partnership agreement and Agreement, as well as to apply measures to suspend and block access to Services and Platform, which are applicable to Partner in accordance with the terms of Agreement. In this case, Yandex notifies Partner of the specified restriction or termination of User’s access to Services, indicating the reasons for the restriction/suspension of access.
3.2. In the frame of the interaction between Partner and Users in the process of managing Services, Yandex acts solely as the person who organized the technical possibility of such interaction. The transfer, storage and provision of access to information and other Content provided by Partner to Users related to such interaction are carried out without changing the information and Content or influencing its content on the part of Yandex.
4. SERVICE FEES
4.1. Partner individually determines Service Fees for the purposes of their subsequent sale to Users, taking into account the provisions of Partnership agreement and Agreement.
5. PAYMENT PROCEDURE
5.1. Partner pays for Services ordered and actually consumed by Partner and Users in accordance with the provisions of Agreement.
5.2. Partner individually performs payments with Users. Non-payment/incomplete payment by Users of Services provided by Partner to Users in accordance with the terms of the User agreement is not a reason for non-payment/incomplete payment by Partner of the actual volume of Services ordered and consumed by Partner and Users for the purposes of Partnership agreement.
5.3. Parties have agreed that in order to stimulate an increase in the volume and number of Services purchased and sold by Partner, Yandex provides Partner with a Partner Discount. Partner Discount is provided only if Partner fulfills the requirements and obligations established by Partnership agreement, appendices and additional agreements thereto.
5.4. The terms and procedure for the provision of Partner Discount are specified in the annex "Terms and procedure for the provision of the Partner Discount" to Partnership agreement, posted at: https://yandex.com/legal/cloud_partnership, and may be also stipulated in other annexes and additional agreements to Partnership agreement.
6. RIGHTS AND OBLIGATIONS OF THE PARTIES
6.1. Yandex undertakes to provide Partner with the opportunity to familiarize themselves with the Statistics on the use of Services by Users through Management Console.
6.2. Yandex may:
6.2.1. suspend access to Services for Partner and/or Users attracted by Partner in the following cases:
- failure by Partner to ensure that Users comply with the Yandex.Cloud Acceptable Use Policy and other documents provided for in Agreement;
- violations of guarantees and assurances given by Partner in Agreement;
- violations by Partner of the Agreement’s payment terms and conditions;
- if an appropriate instruction is received from an authorized state body;
- inability to provide access to one or several Services in the territory of the User's country in accordance with the requirements of the law of User’s country establishment;
- violations by the Partner and the User of the guarantees and assurances specified in clause 7.1 of the Partnership agreement;
- in other cases established by Partnership agreement, Agreement and other documents referred to in Agreement.
6.2.2. require Partner to eliminate violations of the requirements established by Partnership agreement;
6.2.3. conduct marketing activities for Partner aimed at familiarization with Platform and Services;
6.2.4. use the data provided by Partner for their marketing activities, including for the purpose of publishing information about Partner on Site.
6.3. Partner may:
6.3.1. in case of disagreement with the changes made by Yandex to Partnership agreement or other documents referred to in Partnership agreement, unilaterally refuse to execute Partnership agreement by notifying Yandex in writing no later than 7 (seven) calendar days from the date of entry into force of these changes, unless otherwise stipulated in the other relevant document. Partnership agreement is considered to be terminated from the moment Yandex receives the Partner's notification;
6.3.2. publish mentions of Yandex (its brand name and/or commercial designation) and inform third parties or an indefinite circle of persons about the fact of the Partner's cooperation with Yandex in connection with this Partnership agreement if Yandex will give prior consent to it;
6.3.3. receive the necessary support from Yandex in the event of situations related to the operation of Services in which Partner is unable to individually provide Users with the necessary technical support, due to the lack of necessary information, documentation or tools for such technical support;
6.3.4. to provide additional services to Users as part of the provision of Services, such as consulting, design, migration, configuration, integration, maintenance and other related Services.
6.4. Partner shall:
6.4.1. timely pay for Services provided and consumed by Partner and Users;
6.4.2. properly comply with the provisions of this Partnership agreement and the documents that are part of Partnership agreement;
6.4.3. provide technical support to Users within the framework of the Provision on the Delineation of Technical Responsibility, posted at the link: https://yandex.com/legal/cloud_responsibilitiesdelineation;
6.4.4. within 12 (twelve) months from the date of conclusion of Partnership agreement, guarantee that at least one (1) User is a User who are not Affiliated with Partner;
6.4.5. at the moment of concluding User agreement verify if Users have complied with the requirements set out in clause 7.1.5 of the Partnership agreement;
6.4.6. terminate User agreement with User who has not complied with the requirements set out in clause 7.1.5 of the Partnership agreement, within 3 days from the moment of the official publication of the relevant information;
6.4.7. bring the information specified in clause 9.1 of this Partnership agreement to the attention of Users in an explicit and unambiguous manner when concluding User agreements.
7. WARRANTIES AND REPRESENTATIONS
7.1. In addition to the guarantees and assurances specified in Agreement, Partner guarantees that:
7.1.1. the information provided by Partner in the offer statement is accurate, complete and reliable;
7.1.2. a) he has fully read the terms of Partnership agreement and the documents that are part of Partnership agreement, b) he fully understands the subject of Partnership agreement, c) he fully understands the meaning and consequences of his actions in relation to the conclusion and execution of Partnership agreement;
7.1.3. he meets the requirements posted at: https://yandex.com/legal/cloud_partnership_requirements.
7.1.4. he ensures that Users comply with the Yandex.Cloud Acceptable Use Policy and other documents referred to in Agreement and Partnership agreement;
7.1.5. Partner or Users are not under Sanctions and are not residents of countries under Sanctions;
7.1.6. he won’t violate the requirements of the legislation of the countries in which Users were established and/or registered;
7.1.7. he ensures that Users will lawfully use in accordance with the requirements of the legislation of the countries in which Users were established and/or registered, and their compliance with the requirements set out in clause 7.1.5 of Partnership agreement.
8. LIABILITY OF PARTIES
8.1. Yandex is not responsible for the agreements concluded by Partner with Users. In case of any requirements and claims from Users in connection with the Partner's provision of services to provide access to Services or the provision of services to Users through the use of Services, Partner undertakes to independently resolve any disagreements with Users, notify Yandex within 5 (five) business days from the date of receipt of the relevant requirements or claims, as well as, according to Yandex's decision, to involve Yandex in the dispute.
8.2. Partner undertakes, at the request of Yandex, to defend and indemnify from any and all losses that have been incurred or will inevitably be incurred by Yandex in the future, in the event of the following circumstances:
- submission by Users of claims and/or demands against Yandex related to the conclusion, execution, termination of User agreement;
- making claims and/or demands to Yandex related to the rights to software and other software products used by Partner and/or Users on Platform resources, in case that the rights to such software products and software do not belong to Yandex;
- submission claims and/or demands to Yandex related to the placement of information and Content by Partner and/or Users on Platform's resources or other use of the Platform's resources that have resulted in violation of the rights of third parties or violation of applicable law/law of User’s country establishment;
- submission claims and/or demands to Yandex by Users, clients, and contractors of Partner in connection with violation of their rights resulting from actions of Partner committed using Platform resources;
- bringing Yandex or Yandex officials to responsibility by state bodies, including administrative responsibility, if such responsibility has occurred due to non-compliance by Partner or Users with the requirements established by applicable law/law of User’s country establishment.
8.3. In the event that a claim has been filed against a Partner by Users/third parties on an issue related to the operation of the Yandex.Cloud Services and/or Platform, and which may entail material and/or reputational risks for Yandex, Partner undertakes to immediately notify Yandex of receipt of the claim and, by decision of Yandex, issue an irrevocable power of attorney to represent the interests of Partner and exercise authority, which may be provided to Partner as a party and/or participant in the litigation.
8.4 In the event of administrative, judicial or any other case is initiated against Partner, as a result of which the implementation and distribution of Services may be prohibited, as well as access to Platform is blocked in any country, Partner undertakes to:
- notify Yandex within 5 (five) business days from the date, when he has become aware of the existence of such a case;
- issue to Yandex or to persons specified by Yandex an irrevocable power of attorney to represent the interests of Partner and exercise the powers that may be granted to Partner as a party and/or participant in the relevant proceedings;
- provide Yandex with all necessary information on the merits of the relevant case, as well as provide Yandex with the necessary assistance in participating in the case and collecting information.
8.5. If Partner grants any rights to fill out forms or use other tools provided for in Partnership agreement to his representatives and/or third parties, their actions are recognized as actions of Partner. Partner is responsible for the actions of such persons as for his own.
9. LIMITATION OF LIABILITY
9.1. Yandex is not responsible for claims and lawsuits of Users in case of violation of User’s rights arising as a result of actions of Partner committed during the provision of services by Partner to Users.
9.2. Yandex is not responsible for violations of the requirements of the law of User’s country establishment in case if such violations were connected with implementation, distribution and usage of Services.
9.3. The calculation of Compensation in accordance with the Service Level Agreement is calculated based on the Unavailability and cost of consumption of the corresponding Service by a specific User/Subaccount.
10. TERMINATION OF PARTNERSHIP AGREEMENT
10.1. Partner has the right to unilaterally terminate Partnership agreement by sending a written notice to Yandex at least 30 (thirty) calendar days before the expected date of termination.
10.2. Yandex has the right to unilaterally terminate Partnership agreement by sending a written notice to Partner at least 30 (thirty) calendar days before the expected termination date.
10.3. The Partner's notice of unilateral termination of Partnership agreement shall be sent as a scanned copy of the application signed by Partner or an authorized representative of Partner to Yandex email address: yc-partners@yandex-team.com.
10.4. Yandex may terminate this Partnership agreement and immediately disabled Partner Portal and Subaccounts with no expenses or damages reimbursed in the following cases:
- Partner repeatedly (more than twice) violates any obligation under Partnership agreement;
- violations by Partner of the warranties and representations given in clause 7.1 of Partnership agreement (two and more times);
- actions/omissions of Partner which can potentially contribute to the reputational losses of Yandex (including violation of the Yandex.Cloud Acceptable Use Policy);
- non-fulfillment or improper fulfillment by Partner of the obligation to provide technical support to Users within the framework of the Provision on the Delineation of Technical Responsibility posted on Site at: https://yandex.com/legal/cloud_responsibilitiesdelineation identified by Yandex through a control purchase, or based on claims from two or more Users;
- outflow of Users caused by the Partner's failure to provide Services to Users due to a failure in the Partner's settings and/or due to poor-quality provision of services by Partner to Users;
- Partner has not consumed/sold any Services to users after 12 (twelve) months from the date of conclusion of Partnership agreement;
- Partner has not ensured the presence of at least one User who are not Affiliated with Partner after 12 (twelve) months from the date of conclusion of Partnership agreement.
10.5. In case of termination of Partnership agreement in accordance with clauses 10.1, 10.2 of this Partnership agreement, Partner undertakes to notify Users within a reasonable time of the termination of the provision of access to Services, return to Yandex the documentation, materials, other information provided by Yandex for the purpose of interaction under this Partnership agreement, delete from website and other open sources managed by Partner information about the status of Yandex Partner and about cooperation with Yandex, make full payment for Services for the unpaid period, as well as fines and penalties (if any).
10.6. The obligations of Parties, which by their nature must continue to operate (including obligations regarding confidentiality, payments, use of information, but not limited to the above), remain in force after the termination of Partnership agreement.
10.7. Termination of Partnership agreement for any reason does not release Parties from liability for violations of the terms of this Partnership agreement that occurred during its validity period.
10.8. The provisions of Agreement in the part that does not contradict Partnership agreement shall apply to this Partnership agreement. In the event of a conflict between the provisions of Agreement and Partnership agreement, the provisions of Partnership agreement shall prevail.
11. APPLICABLE LAW AND DISPUTES RESOLUTIONS
11.1. Partnership agreement and any attached or linked documents shall be governed and construed in accordance with English law. All matters not covered by Partnership agreement and the documents referred to in Partnership agreement are governed by English law.
11.2. All disputes arising in connection with Partnership agreement, or further agreements resulting therefrom, shall be finally settled by arbitration under the Arbitration Rules of the Dubai International Arbitration Centre (UAE). The seat of arbitration shall be Dubai. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.
12. TERMS AND DEFINITIONS
The capitalized terms used in this Partnership agreement have the following meanings, unless the text expressly implies otherwise:
Affiliate means any legal entity or individual directly or indirectly controlling Party; directly or indirectly controlled by Party; or directly or indirectly under common control with Party, where such "control" shall mean the ability to control the party’s decisions directly or indirectly, including by participation in its authorized (joint stock) capital, under agreement or otherwise, including direct or indirect ownership of more than 50% voting shares in the authorized (joint stock) capital, the ability to control, directly or indirectly, the majority of votes at the general meeting of members or another supreme management body of the entity and/or appoint the majority of its directors or supervisory board members of such entity, the right to manage or influence the management or policy of the controlled legal entity obtained otherwise.
Agreement means Yandex.Cloud Customer Agreement concluded between Customer and Yandex.
Partner means Customer who is a legal entity that has entered into Partnership agreement with Yandex and meets the requirements of Yandex to obtain the status of a Yandex Partner.
Partner Portal means the interface of the Partner's account, through which Partner interacts with Users, monitors the consumption of ordered Services; which displays the Partner’s Discount, as well as materials provided by Yandex.
Partnership agreement means an additional agreement to Agreement on the basis of which Customer becomes a Partner.
User means legal entity that has the necessary legal capacity and has concluded a User Agreement with a Partner for the use of Yandex.Cloud Platform Services and in respect of which a Partner has issued a Subaccount.
User agreement means an agreement for the use of the Yandex.Cloud Platform Services concluded between Partner and User.
Subaccount means a billing account that is created by a Partner in Partner Portal in relation to User.
Sanctions mean sanctions of the USA, the EU, the UK, including the inclusion of a person in the lists of US SDN, US Entity List, US Denied Person List, EU DP, UK DP.
13. YANDEX DETAILS
Yandex
Direct Cursus Technology L.L.C.
Address (location): Floor 6, Building 5, One Central, Trade Centre Second Dubai, UAE
License number: 1100423
Tax number: 104070622600003
Bank: EMIRATES NBD BANK PJSC
Account № 1015839846901
SWIFT: EBILAEADXXX
E-mail: clouddocs@yandex-team.com
Annex No. 1 to PARTNERSHIP AGREEMENT to YANDEX.CLOUD CUSTOMER AGREEMENT.
Terms and procedure for the provision of the Partner Discount
1. Conditions of provision Partners Discount
1.1. Partners Discount is provided upon implementation and distribution of Services by Partner to Users in the manner specified in this Annex and in accordance with Partnership agreement.
1.2. Partner Discount is provided if Partner is under compliance with the terms of Partnership agreement.
1.3. Partner Discount is provided if Partner doesn’t have any debts for Services ordered under Agreement for previous Accrual Periods.
1.4. Yandex has the right not to provide Partner Discount to the extent provided for by Yandex's internal policies in the following cases:
1.4.1. If the Partner’s User has or had agreement for the use of Yandex.Cloud Platform directly with Yandex;
1.4.2. If the resources of the Partner's User placed on Platform under the agreement concluded with Partner were previously placed on Platform under the agreement with Yandex;
1.4.3. If Partner’s User is an Affiliate of Partner.
The provisions of this paragraph do not apply in cases where the agreement with the User has not been extended by Yandex, or terminated prematurely for reasons beyond Yandex's control.
1.5. Partner Discount is not provided in the event of an outflow of Users caused by the Partner's failure to provide Services to Users due to a failure in the Partner's settings and/or due to poor-quality provision of services by Partner to Users.
2. Procedure of Partner Discount provision
2.1. The partner discount is provided in the form of a Grant or Rebate.
2.2. The partner discount is provided in the form of a Grant as follows:
2.2.1. it is calculated in accordance with the Procedure for calculating the Partner Discount posted on the Website at the link: https://yandex.com/legal/cloud_grant the end of the Accrual Period, based on information about the total number of Services provided and implemented by the Partner to Users under the Partnership Agreement.
2.2.2. The amount of the Partner Discount is reflected on the Partner Portal.
2.3. The partner discount is provided in the form of a Rebate as follows:
2.3.1. A Rebate is a monetary reward for the Partner's services to stimulate the volume and number of Yandex Services (excluding Yandex Cloud Marketplace, Elasticsearch Management Service, Yandex StoreDoc, Yandex Cloud Interconnect and Yandex Tracker ) purchased by the Partner's Users. The rebate is provided and calculated in accordance with the terms of the annexes and additional agreements to the Partnership Agreement, taking into account the following provisions:
2.3.2. The Rebate is credited to the Partner's personal account in the Partner Portal. The Partner has the right to dispose of the Rebate in the following way:
2.3.3. The Partner may independently reduce the amount payable by the Partner for the consumption of the Services by the amount of the accrued Rebate (make an adjustment).
2.4. Partner Discount is provided in the form of a Grant as follows:
2.4.1. it is calculated in accordance with the Procedure for calculating of Partner Discount posted on Site at the link: https://yandex.com/legal/cloud_grant after expiration of Accrual Period based on information about total number of Services distributed and implemented by Partner to Users under Partnership agreement.
2.5. The amount of Partner Discount is reflected in Partner Portal.
Web address: https://yandex.com/legal/cloud_partnership
Date of placement: November 19, 2025
Effective date: November 29, 2025
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