Information Cooperation Agreement

Russian Federation,

Moscow.

Date of posting: August 20, 2021

Effective date: August 20, 2021

This document is a proposal (offer) of YANDEX Limited Liability Company (hereinafter referred to as Yandex) to conclude an Information Cooperation Agreement (hereinafter referred to as the “Agreement”) on information cooperation on the Internet in accordance with the purposes and subject matter set out below.

1. Terms and definitions used in the Agreement:

1.1. For the purposes of this Agreement, the following terms are used in the following meaning: Partner shall mean a person who is a party to the Agreement from the moment of its conclusion and carries out information cooperation with Yandex in accordance with the purposes and terms of the Agreement.

Data shall mean structured thematic information of a publicly available nature (including, but not limited to: the name of the organization, phone number, address, and other publicly available information about the organizations, including their photos).

Users shall mean the persons who are visiting information resources on the Internet.

Services shall mean Yandex services that provide the Users with the ability to search for indexed and systematized Data.

Partner's site shall mean information resources of the Partner on the Internet.

Data indexing is the process of identifying, processing and creating an index of the Data in accordance with their content, carried out using automated software tools, ensuring the entry, recording and storage of Data in Yandex Database in order to systematize the Data and organize a search for this Data for the Users. Indexing may also include automatic processing, systematization, and grouping of Data by subject, keywords and/or any other parameters at Yandex's discretion, including by grouping them with Yandex's own data and data received from other Partners.

Yandex Databases shall mean an objectively presented aggregate of all Data on the Service in respect of which the Data Indexing has been carried out, as well as Yandex's own data and data obtained by Yandex from other sources, systematized in such a way that this Data can be found and processed using a computer.

Data Export shall mean creation of conditions by the Partner for prompt indexing of Data by Yandex, as well as provision of Data in XML format. XML specifications are available at: https://yandex.ru/support/sprav/branches/xml-feed-sprav.xml.

1.2. The terms not defined in clause 1.1. herein may be used in the Agreement. In this case, such term shall be interpretated in accordance with the text of the Agreement. In the absence of an unambiguous interpretation of the term in the text of the Agreement, one should be guided by the interpretation of the term prevailing on the Internet.

1.3. The legislation of the Russian Federation shall apply to this Agreement and the relationship between Yandex and the Partner.

2. Purposes and objectives of the Agreement:

2.1. The purposes of cooperation between the Parties in accordance with the Agreement are the development of technologies for searching and exchanging thematic information on the Internet, expanding the possibilities of convenient and prompt access for an unlimited number of users to extended thematic information about organizations.

2.2. To achieve these purposes, the Parties determine the objectives of interaction within the framework of cooperation, including:

  • assistance in the development of technologies for Internet users' access to thematic information through operational tracking of changes, entering into databases and automatic classification;
  • improvement of automated software tools for search, processing, accounting, storage of information on the Internet, the use of which helps to meet the needs of users in the prompt receipt of thematic information, as well as to ensure the completeness, systematicity and relevance of search results, automatically generated by search engines at the request of the users.

3. Scope of the Agreement:

3.1. In accordance with the purposes and objectives of the Agreement

3.1.1. The Partner exports the Data in the manner and on the terms determined by the Agreement;

3.1.2. Yandex ensures prompt indexing of the exported Data and user access to the Data, subject to the conditions and restrictions stipulated by the Agreement.

4. General terms and conditions of interaction:

4.1. The parties under the Agreement act independently, each on its own behalf and at its own expense.

4.2. This Agreement is free of charge, does not imply any financial relations and settlements of the Parties in accordance with or in connection with the execution of the arrangements reached in the Agreement.

4.3. The obligations assumed under the Agreement are fulfilled by the Parties of their own free will and in their own interest.

4.4. This Agreement does not imply the fulfillment by the Parties of any additional obligations, in addition to those directly stipulated in the Agreement, including not directly or indirectly related to any other contractual obligations, including the transfer of goods, the granting of rights, the performance of work or the provision of services.

5. Data export:

5.1. The Partner provides Yandex with Data via the http, https or ftp protocol by ensuring uninterrupted access to the Partner's website in accordance with the XML specifications available at: https://yandex.ru/support/sprav/branches/xml-feed-sprav.xml.

5.2. Yandex may change the format and structure of the XML format.

5.3. The frequency of data export must correspond to the frequency of publication of Data on the Partner's Site.

6. Data Indexing, User access to the Data:

6.1. Within the framework of this Agreement, Yandex may take the following actions aimed at systematizing and organizing Data searching by Users:

6.1.1. Data Indexing;

6.1.2. Use of the Data on the territory of all the world, during the period of validity of the exclusive rights to the Data, which are copyright items, by reproducing, distributing and making available to the public, both independently and in conjunction with any other data and materials in the format and on the terms, determined and modified by Yandex independently and at its own discretion, including, but not limited to the following means:

a) posting Data on Yandex Services and mobile applications;

b) providing the ability to create, save and post links to the Data, as well as providing Users with access to the Data through API, as well as using any technical means, including mobile devices;

c) processing of the Data in order to transform it into the format necessary for their use when providing the Services to the Users;

d) other methods of information exchange that do not contradict with the purposes and conditions of the Agreement;

6.1.3. Data storage in accordance with and for the fulfillment of the purposes of clause 2.2. of this Agreement.

6.2. Yandex has the right to reproduce and communicate to the public the images provided to it by the Partner under this Agreement as part of the Data images (photos, graphics, illustrations), indicating the Partner as the source of the Data.

6.3. Yandex has the right, both independently and providing third parties with the right to use the Data (their fragments) in the ways specified in this Agreement for advertising or marketing purposes, including without specifying the Partner's name as the Data source and the names (pseudonyms) of the Data authors (if their authors are third parties).

7. The Partner warrants that:

7.1. it has the rights to the Data and its fragments to the extent that Yandex can use them in accordance with the terms of the Agreement, and that such use by Yandex of Data under the Agreement in accordance with its purposes and conditions does not violate and does not entail a violation of applicable law, as well as any rights and interests of third parties and will not create obligations for Yandex to pay remuneration to third parties that, the Partner has obtained the necessary permissions for Yandex to use the Data in the ways provided for by the Agreement from their authors without specifying the names (pseudonyms) of the authors.

7.2. In the event that third parties file claims and/or lawsuits against Yandex related to Yandex's use of Data in accordance with the terms of this Agreement, the Licensor guarantees the settlement of all claims and/or lawsuits and at its own cost and expense.

7.3. the Data transmitted are accurate and up-to-date.

8. Yandex warrants that:

8.1. it will provide a link to the Partner's Site in cases, in the manner and format determined by Yandex at its sole discretion;

8.2. the Data exported by the Partner will not be used by it in any other way, apart from those specified in the Agreement, without the prior consent of the Partner.

9. Yandex does not guarantee that:

9.1. the Data will be indexed and posted by Yandex in a certain amount and on certain Yandex services;

9.2. the Data will be stored in the Yandex Databases in full, while Yandex reserves the unconditional right to delete the Data (any part of the Data) from the Yandex Database at any time.

10. Moment of conclusion of the Agreement

10.1. This Agreement is considered concluded and enters into force upon the moment the following conditions are jointly met:

10.1.1. The Partner primarily ensures the export of Data to Yandex in the manner prescribed by the Agreement.

10.1.2. Yandex has carried out the initial placement of the Data.

10.2. The term of the Agreement is not limited.

10.3. The Partner's fulfillment of the conditions stipulated in clauses 10.1.1 means that the Partner agrees with the terms of the Agreement in full.

11. Modification and termination of the Agreement:

11.1. The current version of this Agreement is posted on the Internet at: https://yandex.com/legal/directory_cooperation.

11.2. Yandex has the right to unilaterally amend the Agreement. Amendments shall come into force from the moment they are posted at the address specified in clause 11.1, unless Yandex determines another date for their entry into force.

11.2.1. If the Partner disagrees with the changes made by Yandex to the Agreement, the Partner has the right to suspend and/or stop exporting Data at the time such changes come into force, which is recognized as unilateral termination of the Agreement, unless another agreement on the disputed issue is additionally reached by the Parties.

11.2.2. If the Partner has not stopped exporting Data and has not notified Yandex of its disagreement with the changes made in another way permitted by the Agreement, the changes shall be considered accepted by the Partner and apply to the relations of the Parties under the Agreement.

11.3. Any disagreement of the Partner with the terms of the Agreement in whole or in part, as well as with the principles or terms of use of the Services applicable to the Agreement, means that Yandex refuses to cooperate, and Yandex reserves the right to terminate the Agreement unilaterally. Changes in terms of the conditions on the volume, the list of exported Data, the frequency, the timing of the provision of Data, changes in other conditions, agreed by the Parties in addition to the text of the Agreement, shall be agreed by the Parties in the course of work.

11.4. The Agreement may be terminated:

11.4.1. at any time by agreement of the Parties;

11.4.2. by any of the Parties unilaterally by notifying the other Party 5 (five) days prior to the date of termination;

11.4.3. by any of the Parties in case of violation by the other Party of the terms of the Agreement without prior notice.

11.5. The Agreement is considered terminated if either Party unilaterally refuses to comply with the terms of the Agreement.

12. Other terms and conditions:

12.1. The interaction of the Parties during the execution of the Agreement is carried out using the following appropriate means and methods of exchange of information and documents (notifications, letters, claims) recognized by the Parties:

  • by e-mail;
  • by mail with acknowledgment of receipt, courier service, fax (with confirmation of receipt by phone);
  • in other ways determined by the Agreement or agreed by the Parties in the working order.

12.2. The Partner is solely responsible for compliance with the requirements of the current legislation in the execution of the Agreement in relation to the Data, including for compliance with the requirements of legislation on personal data, on intellectual property, but not limited to the above, and therefore assumes warranties and obligations in accordance with clause 7.1 of the Agreement.

12.3. Yandex shall under no circumstances be liable in connection with the Agreement for:

a) any actions/inaction that are a direct or indirect result of actions/inaction of any third parties;

b) any losses of the Partner and/or third parties, regardless of whether Yandex could have foreseen the possibility of such losses or not;

c) use/inability to use by the Partner, the User and/or third parties of the Services, Data, any means and/or methods of transmitting/receiving information.

12.4. The Partner shall not be entitled to report the fact of cooperation with Yandex under this Agreement, including using the Yandex logo, on the Partner's website, in its press releases or otherwise without Yandex's prior written consent.

12.5. The Partner allows Yandex to use the Partner's logo by posting it in the public domain at http://yandex.ru/promo/sprav-partner.

12.6. The invalidity and/or impossibility of execution for any reason of any condition of this Agreement will not adversely affect the validity and/or the possibility of fulfilling its other conditions.

12.7. All disputes and disagreements arising in connection with the execution of the Agreement shall be resolved by the Parties through negotiations. In the event that the disagreements and disputes that have arisen cannot be resolved through negotiations, the Parties submit them for consideration to the courts of the city of Moscow under their jurisdiction, with the obligatory observance of the pre-trial procedure.

12.8. Yandex address and details

YANDEX LLC

Address: 119021, Russia, Moscow, Lev Tolstoy str., 16

Postal address (for all correspondence): 115035, Moscow, Sadovnicheskaya str., 82, building 2, BC "Aurora", entrance 6

INN [Taxpayer Identification Number] 7736207543

tel.: (+7495) 739-7000

fax: (+7495) 739-7070

e-mail: partner@sprav.yandex.ru

12.7. The Partner's address and details are indicated by the Partner upon registration in the personal details form.