Trial Distribution Agreement

This is an old version of the document, which expired on July 31, 2021. The current version is available at: https://yandex.com/legal/distribution_test_agreement.

The terms of this version of the Trial Agreement shall enter into force and become binding on the Parties from October 01, 2020. Until September 30, 2020 (inclusive) the previous version of the document. The full list of previous versions is available at the end of the document.

1. TERMS AND DEFINITIONS

“Affiliate” of an entity means any legal entity or person that directly or indirectly controls, is controlled by, or under common control with, that entity, where “control” means direct or indirect ownership of more than 50% of voting shares, direct or indirect control over the majority of the votes in a general meeting, the ability to directly or indirectly appoint the majority of the board of directors and/or otherwise obtained right to direct or cause the direction of the management and policies of the controlled entity.

“Claim against Yandex” means a third-party action, suit, claim or demand brought or made against Yandex and promptly brought to the attention of the Partner, alleging any infringement of any third party’s trademark, copyright, patent or other intellectual property right in or related to the Partner Products used by the Partner for or in connection with the distribution of Yandex Products hereunder, except cases when such alleged infringement arises solely from a breach of the Trial Agreement by Yandex.

“Devices” means consumer electronic devices manufactured and/or imported and/or supplied and/or retailed by the Partner.

“Distribution Pack” means the list of Yandex Products that are to be distributed under one Trial Agreement. The initial list of Yandex Products is provided in Section 2.2 of the Trial Agreement. Yandex may change the content of Distribution Pack unilaterally with notification of the Partner not later than 14 (fourteen) days before such changes enter into force by e-mail. The current content of Distribution Pack and its changes are indicated in Partner Interface.

”Effective Date” means the date when the Partner accepted the terms and conditions of this Trial Agreement in accordance with Section 7.2.2 hereof.

“End User” means an individual Internet user using the Partner Products.

“Guidelines” means documents, which are an integral part of this Trial Agreement. In case of any amendments to Guidelines, such amendments shall become an integral part of the Trial Agreement as of the effective date of the amendments as indicated in the Guidelines. The list of Guidelines for each Distribution Pack is indicated in the Section 2.2 hereof.

“Materials” shall mean information received from the corresponding Yandex Service and intended for display to End Users, including but not limited to advertising and information materials. The contents of the Materials may be changed by Yandex unilaterally and without prior notice to the Partner.

“Parties” means Yandex and the Partner, individually referred to as a Party.

“Partner” means a person or an entity who has accepted this Trial Agreement in accordance with Section 7.2 hereof and who is not а) a currency resident of the Russian Federation, b) a citizen of Hong Kong or Netherlands, c) a legal entity organized under the laws of Hong Kong or Netherlands. Depending on the Distribution Pack, the Partner may be a legal entity, an individual entrepreneur and / or an individual - information about the possibility of concluding Trial Agreement for a specific type / legal status of persons / entity is displayed in the Partner Interface.

“Partner Interface” means a section of the website accessible to the Partner at http://distribution.yandex.com with the use of login and password of the Partner, which contains information about the Partner, Statistics, Distribution Pack, Yandex Products description and other information, as well as providing a functional option of remote interaction of the Parties under this Trial Agreement.

“Partner Products” means Devices, services, content, web-sites, and software of the Partner or its partners that are used for the provision of or in connection with the distribution of Yandex Products hereunder. The current list of Partner Products and its changes are indicated in Partner Interface.

“Reimbursable losses of Yandex” means all losses, damages, costs and expenses (including without limitation reasonable legal fees and costs of proceedings) arising out of or related to Claims against Yandex.

“Statistics” means the data of Yandex automated accounting systems, which may contain, among other information and functions, data related to the distribution of Yandex Products under this Trial Agreement, in electronic format.

“Territory” means the territory of the settlements of the countries where Yandex Service can be used and among the End Users of which the Partner distributes Yandex Products hereunder. An End User is considered to be within a particular settlement if, according to the information of Yandex, the IP address of the End User, who is using Partner Products, is within the range of the IP-addressed, allocated and distributed within that settlement. The list of countries can be changed by Yandex unilaterally with the notification of the Partner by email not later than 14 (fourteen) days before such changes enter into force.

“Trial Agreement” means this agreement available at https://yandex.com/legal/distribution_test_agreement.

“Yandex” means an entity provided in Section 8.4 of the Trial Agreement.

“Yandex Products” means software (including for mobile devices), links, browser settings or other products (including search form) owned or duly licensed by Yandex, which the Partner distributes hereunder.

“Yandex Service(s)” means service(s) of Yandex or its Affiliates, including, but not limited to, listed at https://yandex.ru/all at the time of the provision of Yandex Services, with regard to the attraction of new users of which the Trial Agreement is concluded.

“Widget” shall mean the software code, enabling the Partner to implement the widget, which is a unit for displaying Materials in a certain design, into the Partner Products.

2. SUBJECT OF THE AGREEMENT

2.1. In order to assess the possibilities for future cooperation between the Parties under a services agreement Yandex authorizes the Partner for a limited period of time to distribute Yandex Products by including them in the Partner Products.

2.2. The Partner distributes corresponding Distribution Pack in accordance with the terms of the Trial Agreement, including the following Guidelines depending on the Distribution Pack:

2.3. Yandex does not pay the Partner any remuneration under this Trial Agreement.

2.4. The Partner shall have the right to subcontract and otherwise engage third parties to distribute Yandex Products and/or to perform any other obligations of the Partner under this Trial Agreement.

3. DISTRIBUTION

3.1. During the entire term of the Trial Agreement, the Partner shall fully comply with all applicable laws as well as procure that its Partner Products that are used for the distribution hereunder, are in compliance with any and all applicable laws, regulations, common practices and best industry standards as well as with Trial Agreement, Guidelines and other requirements and recommendations that Yandex communicates to the Partner during the term of the Trial Agreement.

3.2. Solely for purposes of this Trial Agreement Yandex hereby grants to the Partner for the whole term of this Trial Agreement in the Territory a limited, royalty-free, fully paid-up and non-exclusive right and license to:

3.2.1. copy and reproduce Yandex Products on the Partner’s servers; and

3.2.2. distribute and make available the copies of Yandex Products together with the Partner Products, including as a single distributive; and

3.2.3. copy, reproduce, publicly display, communicate to public and make available Yandex Products.

The Partner may sublicense any and/or all rights granted to it under this Section 3.2 to the third parties subcontracted and/or engaged by the Partner under Section 2.4 (and solely for the purposes described in that Section).

To avoid any misunderstanding, subject to this license under Section 3.2, neither the closure of this Trial Agreement nor the distribution of Yandex Products or any other execution action under this Trial Agreement shall lead to a transfer or assignment of any rights, in particular intellectual property rights, from Yandex to Partner. Any and all rights owned by Yandex in Yandex Products shall remain with Yandex.

3.3. Any use of Yandex and/or its Affiliates’ trademarks (including but not limited to using images, screen shots and videos of the software included in Yandex Products) in connection with distribution of Yandex Products shall be subject to full compliance with the Guidelines.

3.4. The Partner shall integrate Yandex Products in full compliance with Guidelines.

3.5. Yandex will provide the Partner with the access to the Statistics through the Partner Interface, provided that:

3.5.1. Statistics is considered confidential by both Parties;

3.5.2. The Partner accesses the Partner Interface with the use of unique login and password of the Partner. The Partner shall set and change the password used for access to the Partner Interface independently;

3.5.3. All actions performed with the use of login and password of the Partner with regard to the account shall be deemed performed by the Partner. The Partner shall be independently held liable for the access security means to the Partner Interface (login and password) and shall undertake all measures to ensure their confidentiality. Yandex, its Affiliates and/or companies of Yandex group shall not be liable for an unauthorized access to the Partner Interface of the Partner by the third persons performed with the use of its login and password;

3.5.4. All data available to the Partner through the Partner Interface is provided for reference purposes only and cannot be considered as the price of distribution under the Trial Agreement. Any renumeration may be paid only under a services agreement the Parties enter into by signing a single document or by offering and accepting the terms and conditions posted at https://yandex.com/legal/distribution_agreement.

The clids specified in the Partner Interface are for the purposes of distribution during trial period only. The Partner agrees that the distribution of Yandex Products under this Trial Agreement will not result in unjust enrichment.

3.6. In order to restore login and password in case of loss the Partner shall use the restoral form available at https://passport.yandex.com/passport?mode=restore.

3.7. The Partner shall not, directly or indirectly (independently or through the assistance of third parties), take action designed to falsely increase the number of clicks, downloads, displays of materials and/or orders, including, but not limited to, performing them manually and/or by using any automatic software or hardware means for performing them (fraud traffic). Fraud traffic marked as such by the Statistics, shall not be accounted for. In addition, if otherwise is not provided in the Guidelines, any clicks, downloads, displays of materials and/or orders, performed by End Users, who were promised by the Partner directly or indirectly and without the consent of Yandex any material gain for performing these actions (motivated traffic), shall not be accounted for.

3.8. If Yandex chooses to change the list and/or content of Yandex Products in the Distribution Pack and if changes to the list and/or content of Yandex Products require to update Partner Products, Yandex shall send to the Partner a Yandex Product change notification via e-mail or the Partner Interface stating whether update is critical or not. If changes to the list and/or content of Yandex Products require to update the Partner Products, the Partner shall perform such updates in accordance with Guidelines within thirty (30) calendar days after the receipt of Yandex Product change notification, if such update is not critical; and within fourteen (14) calendar days if Yandex states that the update is critical. The changed list and/or content of Yandex Products is indicated in the Partner Interface from the moment of implementation of Yandex Products changes.

3.9. If Yandex chooses to change the list of Partner Products by excluding the specific Partner Product, Yandex shall send to the Partner a relevant notification via e-mail. Partner shall stop distributing Yandex Products through the Partner Products indicated in the notice from Yandex immediately after its receipt. The changed list of the Partner Products is indicated in the Partner Interface from the moment of notification and is considered by Statistics.

3.10. The Partner can propose to add new Partner Products by using the special field in the Partner Interface. In this case the list of Partner Products is changed from the moment when the new Partner Product passes moderation by Yandex, and the Partner is notified by e-mail about that. The changed list of the Partner Products is indicated in the Partner Interface from the moment of notification and is considered by Statistics.

4. WARRANTIES AND REPRESENTATIONS

4.1. The Partner represents and warrants to Yandex that it has the full power and authority to enter into and perform its obligations under this Trial Agreement. The Partner further represents and warrants that its signer is fully and completely authorized to execute this Trial Agreement. Each person who signs this Trial Agreement further warrants and represents that he/she has been authorized to do so as set forth in the first sentence of this Section.

4.2. The Partner represents and warrants that entering into this Trial Agreement and performance of its obligations hereunder shall not constitute a breach of any other agreement that they may have previously entered into and does not violate the rights of any third party. The Partner hereto also represents and warrants that it has the proper experience and expertise required in order to perform its obligations hereunder. Parties confirm that they comply with all applicable laws and regulations including applicable sanctions and export control laws and regulations.

4.3. The Partner hereto represents and warrants that it shall not bind Yandex to any agreement or obligation or give any representation, warranty or guarantee on behalf of and in respect to Yandex, except for those that are specifically authorized by Yandex in advance and in writing.

4.4. The Partner represents and warrants that:

4.4.1. it owns, holds a proper license in, or otherwise has all necessary rights and permissions to use the Partner Products;

4.4.2. the Partner Products shall not infringe any trademark, copyright, patent, trade secret, proprietary information or other intellectual property rights of any third party;

4.4.3. the Partner Products do not contain viruses and other malicious software;

4.4.4. the Partner is not subject to any applicable sanctions and is not owned or controlled by any parties subject to any applicable sanctions (including EU, US and Swiss sanctions);

4.4.5. the performance of this Trial Agreement by Partner will not lead to Yandex's violation of any applicable sanctions and/or export control laws and regulations;

4.4.6. the Contractor indicated the accurate and true information about itself in the Partner Interface and the application-offer.

4.5. EXCEPT FOR THE FOREGOING REPRESENTATIONS AND WARRANTIES, NEITHER PARTY MAKES ANY OTHER WARRANTIES HEREUNDER, WHETHER EXPRESS, IMPLIED, WRITTEN OR ORAL, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR BY LAWS.

4.6. THIS TRIAL AGREEMENT DOES NOT CONSTITUTE OR IMPLY ANY COMMITMENT BY YANDEX WITH RESPECT TO THE FUTURE COOPERATION OF THE PARTIES, INCLUDING WITH RESPECT TO THE PAYMENT OF RENUMERATION TO THE PARTNER, OR ANY PROMISE OR INTENTION TO ENTER INTO ANY OTHER BUSINESS ARRANGEMENT.

5. LIMITATION OF LIABILITY. INDEMNIFICATION

5.1. EXCEPT FOR GROSS NEGLIGENCE AND INTENT AND EXCEPT FOR SECTION 5.3, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR THE LOSSES OR DAMAGES (INCLUDING, BUT NOT LIMITED TO LOSS OF DATA, LOST REVENUE OR PROFITS) OR FOR ANY OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF THE OTHER PARTY (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS) ARISING UNDER OR IN CONNECTION WITH THIS TRIAL AGREEMENT OR IN FURTHERANCE OF THE PROVISIONS OR OBJECTIVES OF THIS TRIAL AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON TORT, WARRANTY, CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES.

5.2. Yandex is not to be held liable for any kinds of losses incurred as a result of distribution of Yandex Products under this Trial Agreement.

5.3. The Partner shall defend, indemnify and hold Yandex, its Affiliates and their respective employees, agents and contractors harmless from and against Reimbursable losses of Yandex. In case of a Claim against Yandex, the Partner shall assist Yandex in resolving such Claim against Yandex.

6. CONFIDENTIALITY

6.1. The Partner shall and undertake to keep secret and deem as confidential any and all information, received by the Partner from Yandex and/or its Affiliates during performance of the Trial Agreement, indicated as confidential (the “Confidential Information”), and shall not disclose, make public, expose or provide the Confidential Information to third parties (except Affiliates, companies of Yandex group and third parties subcontracted and/or engaged by the Partner under the terms of Trial Agreement that shall be bound by confidentiality obligations no less strict than the obligations of the Partner under this Trial Agreement) in any other way, except by obtaining the prior written consent of Yandex to do so.

6.2. The Partner shall take all necessary measures to protect the Confidential Information at least to the same extent of diligence with which the Partner protects its own confidential information. The access to the Confidential Information shall be granted to the employees of the Partner or their Affiliates strictly on a need-to-know basis in order to fulfill their duties related to the performance of the Trial Agreement. The Partner shall bound such employees to fulfill obligations with respect to the Confidential Information no less strict than the obligations of the Partner under this Trial Agreement.

6.3. The Confidential Information shall at all times remain the property of Yandex. No rights to Confidential Information are granted to the Partner or are to be implied from the provisions of this Trial Agreement save as expressly set out in this Trial Agreement. The Partner shall not copy or otherwise reproduce the Confidential Information without the prior written consent of Yandex otherwise than for the purposes of this Trial Agreement.

6.4. The obligation to protect and keep secret the Confidential Information shall not apply to the information that:

6.4.1. at the time of the disclosure is or subsequently becomes public without violation hereof by the Partner; or

6.4.2. is independently developed and/or received by the Partner without any use of the Confidential Information, which may be confirmed by documents sufficient to prove the source of such Confidential Information; or

6.4.3. has become known to the Partner prior to disclosure by Yandex of the Confidential Information according to the terms hereof, which may be confirmed by documents sufficient to prove such prior possession of the Confidential Information; or

6.4.5. has been disclosed upon obtaining a prior written consent from Yandex.

6.5. The obligations provided in this Section 6 shall come into effect on the Effective Date and shall survive for three (3) years after expiration or termination of this Trial Agreement.

6.6. The Partner shall hereunder indemnify Yandex (at the latter’s request) for the damages caused by violation of the terms specified in this Section 6 with regard to protection of the Confidential Information transferred hereunder under the applicable laws.

7. PROCEDURE OF CONCLUSION, PERIOD OF VALIDITY, AND TERMINATION

7.1. The Trial Agreement becomes effective once the Partner agrees to its terms and conditions as provided in Section 7.2 of the Trial Agreement.

7.2. The Partner initiates the conclusion of the Trial Agreement with respect to the certain Distribution Pack by clicking the relevant button in the Partner Interface.

7.3. The Trial Agreement may be terminated:

7.3.1. unilaterally by either Party by another Party a prior written notice with the immediate effect upon its receipt, unless the notice indicates the termination date;

7.3.2. by signing a service agreement between the Parties;

7.3.3. six (6) months after the Trial Agreement becomes effective.

7.4. Upon termination of this Trial Agreement the obligations of the Parties related to the distribution hereto shall be terminated and the Partner shall cease distributing Yandex Products.

8. MISCELLANEOUS

8.1. This Trial Agreement shall be governed by and construed in accordance with the laws of Switzerland, without regard to its conflict of law provisions.

8.2. Any claim or action by either Party against the other Party in connection with or regarding this Trial Agreement, including but not limited to its existence, validity, performance or termination, shall be brought before the competent courts located in Luzern, Switzerland. The Parties hereby waive any venue objections against the named venue.

8.3. The Partner understands and agrees that Yandex may unilaterally change the terms and conditions of the Trial Agreement. By distributing Yandex Products, Partner accepts the current version of the terms of the Trial Agreement available under https://yandex.com/legal/distribution_test_agreement. Changes to the terms of the Trial Agreement shall enter into force and become binding on the Parties from the moment of their placement at: https://yandex.com/legal/distribution_test_agreement. Yandex informs Partner of the changes of the terms of the Trial Agreement by email not later than 14 (fourteen) days before such changes enter into force.

8.4. This Trial Agreement shall constitute the entire agreement between the Parties hereto, and supersede all other arrangements made by the Parties with respect to the subject matter hereof, whether oral or written. The Section captions herein are made for convenience of reference only and do not constitute a part of this Trial Agreement.

8.5. If any provision of this Trial Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force and effect. The Parties agree to replace any invalid provision with a valid one, which most closely approximates the intent and economic effect of the provision held to be invalid. The waiver by either Party of a breach of any provision of this Trial Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.

8.6. Yandex adheres to the principles and conditions of work set out in Yandex Code of Business Ethics and Conduct in all its activities. Yandex expects its contractors to abide by the principles of business conduct set out in the Code of Business Ethics and Conduct. A copy of the Code of Business Ethics and Conduct is available in the corporate section of Yandex portal at http://ir.yandex.com/documents.cfm.

8.7. The Parties hereby acknowledge and confirm that they have adopted a policy of zero

tolerance to bribery and corruption, envisaging a total ban of any corrupt practices and on any facilitation payments. During the performance of this Trial Agreement the Parties, their Affiliates, employees, stakeholders and representatives (including agents, commission agents, customs brokers and other third parties directly or indirectly involved in the performance of this Trial Agreement) shall not accept, pay, offer to pay and allow (authorize) the payment/acceptance of any funds or transfer of any assets (including intangible assets), directly or indirectly, to/from any persons for the purpose of influencing the actions or decisions with the intention to obtain any improper advantage, including bypassing the procedure established by the legislation, or pursuing other illegal purposes.

8.8. Clauses 8.6 to 8.7 constitute representations material for Yandex. Yandex relies on these representations when entering into this Trial Agreement.

8.9. ADDRESSES OF YANDEX:

8.9.1. Yandex E-commerce Limited

Company registration №: 2737825

Place of business: Level 09, 4 Hing Yip Street, Kwun Tong, Kowloon, Hong Kong

e-mail:

• distrib-support@yandex-team.com
• only outgoing e-mail of Yandex – info-noreply@support.yandex.com

8.6.2. Yandex.Taxi B.V.

Company registration №: 64591069

Place of business: Schiphol Boulevard 165, 1118 BG Schiphol, the Netherlands

tel.: +31(0)202066970 / +31(0)202066971 / +31(0)623505401

e-mail:

• taxi-api-support@yandex-team.com
• Partner Interface issues – distrib-support@yandex-team.com
• only outgoing e-mail of Yandex – info-noreply@support.yandex.com

Date of publication: 30.09.2020.

Previous version of the document: https://yandex.com/legal/distribution_test_agreement/25062020.

Previous version of the document: https://yandex.com/legal/distribution_test_agreement/23042020.