Information Cooperation Agreement
This document (hereinafter – the Agreement) specifies conditions of information cooperation between YANDEX Limited Liability Company (hereinafter – Yandex) and the Partner.
1. Terms and Definitions Used in the Agreement
1.1. For the purpose of this Agreement the terms stated below have the following meaning:
Data – publicly available information of any type and format (selling points of the shops, customers’ feedbacks, images of product designs, etc.) placed on the Partner’s Site.
Users – persons being the visitors of the Internet information resources.
Yandex Resources – yandex.com.tr web-sites, and the computer and mobile device programs, and also other hardware or software of access to yandex.com.tr sites or to the data thereof.
Partner’s Site – the Partner’s Internet information resources
Data Indexing – the process of identification, processing and creation of the Data index according to the content thereof, performed by means of the automated software, providing data input, accounting and storage in Yandex Databases for the purpose of systematization of the Data and organization of Data retrieval for the Users. Indexing may also include automated Data processing, systematization and aggregation by the subject, keywords and/or any other parameters at Yandex discretion including by using thereof with the own Yandex data and the data received from other Partners.
Yandex Databases – aggregate of all the Data on Yandex Resourses provided in an objective form, with regard to which Data Indexing has been performed, and also the own Yandex data and the data received by Yandex from other sources, systematized in such a way that these Data could be found and processed by computer.
Data Export – creation by the Partner of the conditions for on-line Data indexing by Yandex.
1.2. The terms not defined in Clause 1.1 hereof may be used in the Agreement. In this case such term shall be interpreted according to the context hereof. In case of ambiguous interpretation of the terms elsewhere in this Agreement, it is necessary to be guided by the term interpretation which has been developed on the Internet.
1.3. The legislation of the Russian Federation shall be applied to this Agreement, and to the relations of Yandex and the Partner arising in connection with Indexing and further use of the Data.
2. Agreement Objectives
2.1. The goals of the Parties’ cooperation according to the Agreement is development of search technologies and exchange of subject information on the Internet, development of opportunities of convenient and quick access by unlimited group of users to the information on selling points of the shops, customers’ feedbacks, images of product designs, etc .
2.2. For achievement of the specified goals, the Parties determine interaction tasks within cooperation, including:
• contribution to development of technologies of access by the Internet users to subject information by means of on-line change tracking, input in the databases and automated classification;
• enhancement of the automated software of search, processing, accounting, storage of information on the Internet, which application promotes meeting users’ needs for prompt receipt of subject information, and also providing completeness, consistency and relevance of the search results automatically created by search engines at users’ requests.
3. Subject Matter of the Agreement
3.1. According to the Agreement objectives,
3.1.1. the Partner exports Data in XML format pursuant to the terms and procedures stipulated by Technical Requirements placed on the Internet at the address: http://yardim.yandex.com.tr/partnermarket/yml-format.xml
3.1.2. The Data shall be transferred by Partner with the regular updates, at least 1 time in 24 hours.
3.1.3. Yandex provides prompt indexing of the exported Data and Data access to users subject to observance of the conditions and restrictions stipulated hereby.
4. General Conditions of Cooperation
4.1. The Parties hereunder shall act independently, each on its own behalf and at own expense.
4.2. This document is the free of charge Agreement; it does not imply any financial relations and settlements between the Parties arising out of or in connection with execution of the agreements reached herein.
4.3. Yandex is entitled to dismiss conclusion of the Agreement with any potential Partner without giving any reason.
4.4. The obligations hereunder are to be fulfilled by the Parties willingly and in their own favour.
4.5. This Agreement neither assumes performance by the Parties of any additional liabilities, except for those expressly stipulated hereby, nor is connected directly or indirectly with any other treaty obligations, including with transfer of goods, provision of rights, performance of work or rendering services.
5. Data Indexing, User Access to the Data
5.1. For the purpose of the Agreement the Partner gives permission to Yandex to use the Data by means of reproduction, processing, distribution and making available thereof to the public, both independently, and together with any other data and materials, using any of the following methods in the format and on the conditions determined and changed by Yandex independently and at its discretion:
а) display of the Data on Yandex Resources;
b) Data distribution via mailings to Users by subscription, and technical reproduction of the information (including by means of widgets, rss-feeds, client programs and other similar methods);
c) provision of the opportunity to create, save and place links to the Data, and also provision of the tools of access to the Data for using thereof on the websites and in the programs of the third parties;
d) other ways which are in line with the goals and conditions hereof.
5.2. The permission given to Yandex is to be valid with no territorial restrictions during the validity period of the exclusive rights to the permitted objects being part of the Data.
5.3. Use of the Data according to Clause 5.1 hereof will be accompanied by the link to the Partner’s Site. The format and procedure of such link placement is determined by Yandex.
5.4. Yandex is entitled to suspend or terminate Data Indexing in whole or in part at any time without prior notice.
6. The Partner guarantees:
6.1. that he is entitled to provide Data to Yandex and allow using thereof by Yandex in accordance with the terms of the Agreement, and that such Data using by Yandex hereunder and according to the objectives and conditions hereof does not break and involve violation of the current legislation, as well as any rights and interests of the third parties, and will not create any liabilities for Yandex on payment of remuneration to the third parties, and that it also undertakes to settle by its own efforts and at its own expense all the Data concerning disputes and claims of the third parties both against the Partner, and Yandex in connection with the Data using by Yandex under the Agreement.
7. Yandex guarantees:
7.1. that it will specify the link to the Partner’s Site in the cases and pursuant to the procedure specified in Clause 5.3 hereof;
7.2. that it will not use the Data exported by the Partner by any ways, except for those specified hereby, without prior consent of the Partner.
8. Yandex does not guarantee:
8.1. that the Data will be indexed and placed by Yandex in any particular amount and on any particular Yandex services;
8.2. that the Data will be stored in Yandex Databases in full, thus, Yandex reserves the unconditional right to remove the Data (any part of the Data) from Yandex Database at any time.
9. Term of the Agreement
9.1. This Agreement is executed and comes into force when the following conditions are collectively fulfilled:
9.1.1. The Partner has sent the reference to the XML file by e-mail to email@example.com or through the form http://contact2.yandex.com.tr/addshopindex/ and started Data Export;
9.1.2. Yandex has performed Data Indexing.
9.2. Performance by the Partner of the actions specified in Clause 9.1 hereof implies the Partner’s consent with the Agreement conditions to the full extent.
9.3. The Partner undertakes to send to Yandex at the request of the latter the written notice according to the form specified by Yandex, certified by the Partner’s signatory and the official seal, within 30 days as of receipt by the Partner of such request.
9.4. The Partner undertakes to specify reliable information in the Partner’s questionnaire and in the notification sent according to Clause 9.3 hereof.
9.5. In case Yandex fails to receive at its request the written notice specified in Clause 9.3, or in case the Partner become known to specify unreliable information about it, Yandex has the right, at its own choice:
9.5.1 to suspend indexing of the Data until receipt of the notice or provision of reliable information, and/or
9.5.2. to terminate the Agreement unilaterally without the additional notification of the Partner.
9.6. The term of the Agreement is unlimited.
10. Agreement Modification and Termination
10.1. Yandex is entitled to unilaterally change the conditions of this Agreement. The current version of the Agreement shall be available at https://yandex.com.tr/legal/market_cooperation/.
10.2. The Agreement may be terminated:
10.2.1. at any time upon mutual agreement of the Parties;
10.2.2. by either Party unilaterally subject to five (5) day notification of the other Party prior to the termination date;
10.2.3. by either Party in case of violation by the other Party of the conditions hereof without prior notice.
11.1. Communication of the Parties during performance of the Agreement is to be implemented via the following proper means and methods of exchange of information and documents (notifications, letters, claims) recognized by the Parties:
• by post with delivery notification, express delivery service, fax (with confirmation of receipt by phone);
• other ways specified hereby or approved by the Parties in the regular course of business.
11.2. The Partner independently bears responsibility for abidance by the requirements of the applicable legislation when performing the Agreement regarding the Data, including but not limited to, abidance by the requirements of the legislation regarding personal data, intellectual property, by virtue whereof it undertakes guarantees and liabilities according to Clause 6.1 hereof.
11.3. In no event shall Yandex bear responsibility hereunder for:
a) any act/failure to act being direct or indirect result of acts/failure to act of any third parties;
b) any losses of the Partner and/or the third parties irrespective of whether Yandex could expect possibility of such losses;
c) use/failure to use by the Partner, User and/or third parties of Services, Data, any means and/or methods of communication/receipt of information.
11.4. Invalidity and/or failure to perform for any reason of any of the Agreement provisions shall not affect validity and/or performance of other provisions hereof.
11.5. All disputes and disagreements arising in connection with performance of the Agreement shall be settled by the Parties amicably.
11.6 The English version of the Agreement shall prevail.
12. Yandex Address and Details:
YANDEX, LLC, OGRN 1027700229193
Address: 16, Leo Tolstoy St., Moscow 119021, Russia
Tel: (+7495) 739-7000
Fax: (+7495) 739-7070