Offer to Conclude the License Agreement Granting the Right to Use the Program “Yandex.Translate” API

Date of placement: April 07, 2017.

Effective date: April 07, 2017.

This document is an offer of Yandex Services AG , a company incorporated under the laws of Switzerland with address at Werftestrasse 4, 6005 Luzern, Switzerland (hereinafter referred to as Yandex), addressed to individuals having full legal capacity (except the Residents of the Russian Federation) to enter into a license agreement granting the right to use computer program “Yandex.Translate” API under the terms stated below.

1. Terms and Definitions

1.1. For the purposes of this document, the below terms are used as follows:

Offer Acceptance shall mean the full and unconditional acceptance of the Offer by taking steps specified in cl. 6.1 of the Offer;

API Key shall mean a unique identifier, assigned to the Licensee, which provides an access to the Program;

Statistic Data shall mean data of Yandex automated information record systems in electronic form, which can, inter alia, contain data on the amount of Requests and Characters, remunerations and other data relating to the use of the Program;

Agreement shall mean a non-gratuitous license agreement between the Licensee and Yandex granting the right to use the Program, which is concluded by accepting the Offer;

Request shall mean a request to the Program containing text data for translation into one of the supported languages;

End User shall mean any individual who visits the Licensee’s web-sites or uses Licensee’s software applications;

Licensee shall mean a person that accepted the Offer, having thus concluded the Agreement with Yandex, and being a licensee under the concluded Agreement;

Licensee’s Account shall mean a section of the Yandex website, which contains statistic data for using the Program by Licensee, as well as allows remote communication of the Parties under this Agreement, and is made available to the Licensee after authorization on the Yandex website by entering its login and password;

Offer shall mean this document “Offer to Conclude the License Agreement Granting the Right to Use the Program “Yandex.Translate” API” available online at https://yandex.com/legal/offer_translate_api/;

Program shall mean computer program “Yandex.Translate” API, which is designated for the automated translation of text information from one language to another by means of the automatic machine translation technology. The description of the Program, its functionality and recommendations for use are available at the address: https://translate.yandex.com/developers;

Residents – individuals who are the residents according to the Russian legislation on currency regulation and currency control: a) individuals who are citizens of the Russian Federation, except for citizens of the Russian Federation, permanently residing in a foreign country for at least one year, including those who has a residence permit, issued by the competent authority of the relevant foreign state, or those who temporarily staying in a foreign country for at least one year on the basis of a work visa or study visa with term not less than one year or on the basis of several such visas with common term of not less than one year;

b) foreign citizens and persons without citizenship, permanently residing in the Russian Federation on the basis of the residence permit issued according to the legislation of the Russian Federation.

Character shall mean character of text (including spaces and punctuation);

Party shall mean Yandex or the Licensee;

Parties shall mean Yandex and the Licensee collectively;

SLA shall mean a document, published at the address: https://translate.yandex.com/developers/offer/sla, which contains terms for the Program functionality and is an integral part of this Offer;

Territory shall mean all countries of the world.

1.2. The Offer may use terms, which are not defined in cl. 1.1 of the Offer, in this case such a term shall be interpreted in accordance with the text of the Offer. If the text of the Offer has no clear interpretation of the term, one should be guided by the interpretation of the term determined: firstly – by laws of Switzerland, secondarily – on the website https://translate.yandex.com/developers, then – as established (common) in the Internet.

2. Subject of the Agreement

2.1. The subject of the Agreement is to grant, for a consideration, the right to use the Program to the Licensee under an ordinary (non-exclusive) license according to its functional purpose by sending Requests and receiving responses to Requests transformed into results of translation of text information contained in Requests.

2.2. The right to use the Program according to cl. 2.1 of this Offer is granted for the term of this Offer and in the Territory.

3. Terms of Granting the Right to Use the Program

3.1. Prerequisites for the provision of the right to use the Program are the Licensee accepting and adhering to, and relations of the Parties to the Agreement backed by requirements and provisions stated in the Offer and determined by the following documents:

3.2. Yandex shall grant to the Licensee the right specified in cl. 2.1 of the Offer once the Licensee accepts the Offer, and the Licensee shall independently obtain an API key on Yandex website at: https://translate.yandex.com/developers/keys by preliminary logging into the Licensee’s Account.

3.3. The Licensee may not transfer the right under the Agreement to any third party without the prior consent of Yandex. The obligation to confirm that such a consent was given is imposed on the Licensee.

3.4. The right to use the Program shall be granted, if the remuneration is paid properly (as prepayment).

3.5. The Licensee shall be solely liable for the safekeeping and confidentiality of the login details (login and password) and API key. All actions performed through the Licensee’s Account using the Licensee’s login and password shall be deemed to be performed by the Licensee, and the Licensee shall be liable for such actions. All actions performed using the API key obtained by the Licensee shall be deemed to be performed by the Licensee, and the Licensee shall be liable for such actions.

3.6. The Licensee acknowledges that only Yandex Statistic Data are used for the purposes of the Agreement, in particular, to determine the number of Requests, the number of Characters, the amount of remuneration, as well as the time of granting the right to use the Program and the duration thereof.

4. Rights and Obligations of the Parties

4.1. Yandex undertakes:

4.1.1. to grant the right to use the Program under the Agreement concluded under the terms of the Offer;

4.1.2. to provide access to Statistic Data for the Licensee through the Licensee’s Account with Yandex not being held liable for the unavailability of Statistic Data to the Licensee for reasons beyond the control of Yandex;

4.1.3. to inform the Licensee of new versions of the Program via e-mail. In this respect, Yandex undertakes to ensure the stable operation of the previous version of the Program within ninety (90) days since a new version of the Program was released. Once the said term expires, Yandex does not guarantee the quality and functional capacity of the previous version of the Program and technical support for the previous version of the Program; in case of any malfunctions and/or inoperability of previous versions of the Program, it will not be deemed as failure to discharge or improper discharge of Yandex obligations under the Agreement;

4.1.4. to provide the Licensee with necessary technical and user information on the Program, and to provide the Licensee, upon its request, with necessary consultations and technical support for the Program in the manner established in Annex 1 to this Offer;

4.1.5. to ensure, on its part, the functional capacity of the Program according to key figures specified in the SLA, during the term of the Agreement.

4.2. Yandex is entitled:

4.2.1. to suspend temporarily the provision of the right to use the Program for technical, technological or any other reasons interfering with such a provision for the time needed to eliminate such reasons with the Licensee retaining the rights stipulated by the SLA;

4.2.2. to suspend the provision of the right to use the Program and/or to repudiate the Agreement ahead of schedule unilaterally and without judicial procedures by giving notice to the Licensee if: a) the Licensee violated obligations assumed under the Agreement, b) the Licensee has remuneration debts under the Agreement;

4.2.3. to make changes in the Offer, SLA and other documents specified in cl. 3.1 of the Offer in the manner established by Section 7 of the Offer.

4.3. The Licensee undertakes:

4.3.1. upon request of Yandex, within three (3) calendar days of receipt of such a request, to provide duly certified copies of documents confirming the information on the Licensee contained in the Licensee’s Account;

4.3.2. to pay the remuneration by the date and in the manner established in the Agreement;

4.3.3. not to use the Program by any means not expressly specified hereby, not to change, decompile and/or modify the program code of the Program in any manner;

4.3.4. to place in the description of the Licensee’s software product (in the About the Program section, in the proper help section, on the official website of the software product) and directly over or under translation results on the Licensee’s website the following text: “Translated by Yandex.Translate” with an active hyperlink to the page https://translate.yandex.com/. This indication shall have as large font size as the main text and the same font color as the main text;

4.3.5. not to transfer the API key and the login details (login and password) to third parties;

4.3.6. not to use the Program to develop:

4.3.6.1. Internet services, computer programs or otherwise, if such a use violates laws, documents specified in cl. 3.1 of the Offer and/or third-party rights and legitimate interests;

4.3.6.2. computer programs or any other services, which functional and intended use is the same or similar to Yandex.Translate service or Yandex.Translate program for mobile devices;

4.3.7. not to remove, hide or modify any trademarks, logos, links or other references to Yandex or other parties (if any) contained in the Program or data obtained with it as well as any other notifications and/or information transferred by the Program.

4.4. The Licensee is entitled:

4.4.1. if it disagrees with changes made by Yandex to the Offer and other documents specified in cl. 3.1 of the Offer, to repudiate the Agreement unilaterally having notified Yandex thereof in writing no later than seven (7) calendar days from the time the said changes took effect. The Agreement is deemed to be terminated once Yandex received the Licensee’s notice.

4.5. The Licensee grants to Yandex the right to use the logo, trademark, brand name and/or name of the Licensee’s software product and/or the Licensee’s website for informational, promotional and marketing purposes with no need to seek any additional Licensee’s consent and with no remuneration paid to the Licensee for such a use.

5. Amount of Remuneration and Payments

5.1. The remuneration paid to Yandex for granting the right to use the Program under the Agreement shall be calculated in accordance with terms posted on Yandex website at: https://translate.yandex.com/developers/offer/prices, but in no case less than the amount of prepayment made by the Licensee.

5.2. Yandex may review and change the amount of remuneration in the manner stipulated in Section 7 of the Offer.

5.3. The number of Characters in Requests shall be determined by Yandex only based on Statistic Data available to the Licensee in the Licensee’s Account.

5.4. A calendar month constitutes a reporting period under the Agreement (hereinafter referred to as the Reporting Period).

5.5. The right to use is granted to the Licensee subject to prepayment. The Licensee shall make a down payment of 100% (one hundred percent) of the total amount of remuneration for the right to use the Program.

5.6. Payments under the Agreement shall be effected in US Dollars.

5.7. Once each Reporting Period expires, Yandex shall calculate the remuneration for the granted right to use the Program in the Reporting Period. The Licensee can review the said calculations in the Licensee’s Account. The Licensee understands and agrees that the Licensee’s account balance and other statistical data in the Licensee’s Account are provided for reference only and are not exact and summarized data on the number of Characters and on the amount of remuneration payable to Yandex in the current Reporting Period. The final amount of remuneration payable to Yandex for the relevant Reporting Period and other statistical data can be found in the Licensee’s Account only at the end of such a Reporting Period.

The Parties determined that the Licensee should be deemed as having accepted the data specified in the Licensee’s Account, if Yandex received no reasoned written objections from the Licensee within seven (7) working days as of the end of the Reporting Period. Once the above term expires, no claims related to the implementation of the Agreement during the Reporting Period, including those related to the Program functionality and the amount of remuneration, will be accepted.

5.8. For the purposes of the Agreement, the remuneration shall be paid in non-cash form, in particular by bank transfer or otherwise as permitted by laws and acceptable by Yandex (as specified in the Payment Methods section in the Licensee’s Account). The Licensee shall choose and use any payment method at own discretion and with no liability stipulated for Yandex. Safety, confidentiality and other terms of use of payment methods/forms fall outside the scope of the Offer and the Agreement and shall be governed by agreements (contracts) between the Licensee and relevant organizations.

5.9. The Licensee undertakes to notify Yandex of any payment effected with a copy of the payment instrument bearing a mark of the nominated bank provided (if available for the relevant payment method).

5.10. The remuneration is deemed to be paid by the Licensee from the time Yandex received a confirmation from the bank of the total amount of payment credited to the settlement account of Yandex. In certain cases, as Yandex may think fit, the fact of payment can be confirmed by: a) a facsimile copy of the payment order bearing the bank’s payment mark for cashless payments; b) a facsimile copy of the payment receipt bearing a seal of the bank, through which the payment was effected; c) Yandex verifying the fact of payment made to Yandex through payment systems, if the Licensee effected the payment via electronic payment facilities.

5.11. If the Licensee is indebted under the Agreement (inter alia, a terminated one), the next payment shall be first used to repay the outstanding debts.

6. Offer Acceptance and Conclusion of the Agreement

6.1. An individual shall accept the Offer by means of payment (prepayment) resulting in the Licensee’s account surplus, including the first payment, if the body uses the Auto Top-Up option (if available in the Licensee’s Account).

6.2. Actions stipulated by cl. 6.1 of the Offer shall not be deemed as the proper acceptance of the Offer, if performed by:

  • an individual, with which Yandex terminated the Agreement earlier for violating provisions of the Agreement, and

  • an individual substituting the Licensee, with which Yandex terminated the Agreement earlier for violating provisions of the Agreement. Such an individualmeans anybody other than the Licensee offering the Licensee’s software application and/or any other Licensee’s product (e.g., website) to End Users.

The said actions do not involve any obligations for Yandex.

The provisions specified in this clause shall not cover the cases when Yandex performed some definite actions confirming that it admits the acceptance, carried out by the said parties, as appropriate(granting the right to use the Program).

Yandex may independently determine technical means to limit the Offer Acceptance for the said parties.

7. Duration and Alteration of the Offer

7.1. The Offer takes effect as of the date specified in the Effective Date section and shall be effective until revoked by Yandex.

7.2. Yandex reserves the right to amend the Offer (including the SLA and documents specified in cl. 3.1 of the Offer) and/or revoke the Offer at any time at own discretion. If Yandex amends the Offer (documents specified in cl. 3.1 of the Offer), such amendments shall take effect as soon as the amended text of the Offer (documents specified in cl. 3.1 of the Offer) is posted online at https://yandex.com/legal/offer_translate_api/ (at URLs specified in cl. 3.1 of the Offer for relevant documents) unless any other term for the amendments to become effective is stipulated additionally when posted.

8. Duration and Alteration of the Agreement

8.1. The Offer accepted by an individual according to Art. 6 of the Offer constitutes the Agreement under the terms of the Offer.

8.2. The Agreement takes effect since the Offer Acceptance by the Licensee and shall be effective:

8.2.1. until the Agreement is terminated, or

8.2.2. until the Parties discharge their obligations under the Agreement, namely, until the Licensee pays the remuneration and Yandex grants the right to use the Program in the scope consistent with the remuneration paid (i.e. the time when the Licensee’s account balance amounts to zero or below zero).

8.3. The Licensee agrees and acknowledges that any alterations in the Offer (including documents specified in cl. 3.1 of the Offer) result in the same alterations made in the Agreement concluded and valid between the Licensee and Yandex, and these alterations in the Agreement take effect simultaneously with the same alterations in the Offer (including documents specified in cl. 3.1 of the Offer).

8.4. If Yandex revokes the Offer during the term of the Agreement, the Agreement shall be deemed to be terminated from the time of the revocation unless otherwise stipulated by Yandex when revoking the Offer.

9. Termination of the Agreement

9.1. The Agreement can be terminated:

9.1.1. by either Party through the unilateral repudiation of the Agreement by written notice sent to the other Party at least thirty (30) working days prior to the date of termination;

9.1.2. by Yandex through the unilateral repudiation of the Agreement, if the Licensee violated terms of the Agreement, by immediate written notice sent to the Licensee;

9.1.3. on other grounds stipulated by this Offer and/or effective laws of Switzerland.

9.2. Obligations of the Parties under the Agreement, which, by their very nature, shall remain in effect (including, but not limited to, confidentiality obligations, mutual settlement obligations, obligations to use information), shall survive the expiration of the Agreement.

9.3. The termination of the Agreement on any grounds does not exempt the Parties from liability for violations of terms of the Agreement, which arose during its validity.

10. Warranties

10.1. Yandex warrants that the provision of rights to use the Program to the Licensee under the Agreement is not contrary to laws, obligations undertaken by Yandex to third parties and does not otherwise violate third-party rights and legitimate interests.

10.2. Except for warranties expressly specified in the Offer and documents, to which the Offer refers, Yandex makes no other express or implied warranties under the Agreement and expressly waives any warranties or provisions related to the Program and its fitness for particular purposes of the Licensee.

10.3. When accepting the Offer, the Licensee represents and warrants to Yandex that:

10.3.1. the Licensee specified valid data, including personal data, when logging into the Licensee’s Account, and valid data, including personal data of the Licensee, to execute documents;

10.3.2. the Licensee gives consent to Yandex to process personal data it specified when logging into the Licensee’s Account and/or when concluding the Agreement;

10.3.3. the Licensee: a) fully read provisions of the Offer, b) fully understands the subject of the Offer and the Agreement, c) fully understands the importance and consequences of its actions for the conclusion and implementation of the Agreement;

10.3.4. the Licensee has all rights and powers needed to conclude and implement the Agreement.

11. Liability and Limitation of Liability

11.1. The Parties shall be held liable for any violation of terms of the Agreement as stipulated by the Agreement and/or effective laws of the Switzerland.

11.2. Under no circumstances Yandex shall be held liable under the Agreement for any indirect losses and/or lost profits of the Licensee and/or third parties regardless of whether Yandex could have foreseen such losses.

11.3. If the Licensee violates provisions on granting the right to use the Program, namely provisions on the ways to use the Program, Yandex may unilaterally suspend access to the Program for the Licensee or repudiate the Agreement and claim damages inflicted by the termination of the Agreement.

11.4. If Yandex fails to adhere to warranties stipulated by cl. 10.1 of the Offer, which will result in the Licensee facing any third-party claims, complaints and/or actions, Yandex undertakes to settle the said claims, complaints and/or actions by own efforts and at own expense and to pay the Licensee’s actual damages incurred in this regard.

11.5. If Yandex fails to discharge obligation stipulated by cl. 4.1.5 of the Offer, the Licensee may send a claim for compensation to Yandex in the manner and within the time stipulated by the SLA. The amount of compensation, the terms and manner of its provision are determined in the SLA.

11.6. In any case, Yandex liability under the Agreement, including indemnification on any grounds, shall be limited to the total amount of payments received from the Licensee over the last three (3) calendar months preceding the grounds of liability.

11.7. The payment of penalties and indemnification do not exempt the Parties from their obligations under the Agreement. The payment of penalties and indemnification shall be effected only on the basis of a written claim of the Party concerned.

11.8. The Parties shall not be held liable for partial or complete failure to discharge their obligations under the Agreement, if this failure was a result of force majeure, which arose after the conclusion of the Agreement, or if the Parties’ failure to discharge the obligations under the Agreement was a result of extraordinary events, which the Parties could neither reasonably foresee nor prevent.

12. Confidentiality

12.1. Under the Agreement, the concept “confidential information” shall include, but not be limited to organizational and technological, commercial, financial and any other information associated with the conclusion and implementation of the Agreement by the Parties, including text information contained in Requests.

12.2. Any references to Yandex shall be posted and the fact and/or details of cooperation related to the Agreement shall be communicated to third parties or the public only subject to prior written consent of Yandex, except when effective laws require that the relevant information be provided.

12.3. Confidentiality obligations do not apply to public information or information, which becomes publicly available owing to circumstances beyond the control of the Parties.

12.4. In case of intentional or negligent disclosure of confidential information the Party at fault undertakes to pay damages inflicted by such a disclosure upon request of the Party affected.

12.5. The term of protection of confidential information is limited by the Parties to three (3) years since the expiration of the Agreement. In this respect, Yandex confidentiality obligation in relation to text information contained in Requests has no expiry date.

12.6. The Parties agreed that the confidentiality obligation in relation to the login details (including personal data) specified by the Licensee when logging into the Licensee’s Account and/or when concluding the Agreement did not apply to cases, when Yandex used such data to execute documents. The said documents shall specify data (including personal data) and details stipulated by the Licensee.

13. Miscellaneous

13.1. The Offer, the Agreement, the conclusion and implementation thereof shall be governed by effective laws of Switzerland. All issues not addressed by the Offer or not addressed completely shall be settled in accordance with substantive law of Switzerland.

13.2. If a dispute is not settled by means of negotiations, the Parties shall establish an obligatory extrajudicial dispute resolution procedure.

13.3. If a claim is received, either Party shall, within twenty (20) working days from the date of its receipt, review it and submit suggestions to the other Party on how to settle it indicating settlement deadlines.

13.4. If the Parties do not reach an understanding on disputable issues during the time taken to review the claim specified in cl. 13.3 of the Offer (inter alia, if no response to the claim is available and if the claim is dismissed), the dispute shall be examined by the courts of the city of Luzern, Switzerland.

13.5. Any notifications under the Agreement can be sent by one Party to the other Party: 1) via e-mail a) to the Licensee’s e-mail address specified when logging into the Licensee’s Account from Yandex e-mail address specified in cl. 14 of the Offer, if the Licensee is a recipient, and b) to Yandex e-mail address specified in cl. 14 of the Offer from the Licensee’s e-mail address specified when logging into the Licensee’s Account; 2) by mail with return receipt requested or by courier service with delivery notification.

13.6. If one or more provisions of the Offer (Agreement) are for any reason invalid or unenforceable, such invalidity shall not affect the validity of any other provisions of the Offer (Agreement), which remain in effect.

13.7. Companies of YANDEX Group shall adhere in their activities to principles and working arrangements specified in the YANDEX Code of Business Conduct and Ethics. Companies of YANDEX Group expect from their contractors to adhere to business principle specified in the Code of Business Conduct and Ethics. A copy of the Code of Business Conduct and Ethics is available in the corporate section of Yandex portal at: https://company.yandex.ru/rules/code.

13.8. The Parties acknowledge and confirm that each Party shall pursue the policy of zero tolerance to bribery and corruption involving the absolute prohibition of corrupt practices and facilitation payments / payments to simplify business formalities, to speed up the resolution of any given issues. Under this Agreement, the Parties and their affiliates, employees, intermediaries and representatives (including agents, commission agents, customs brokers and other third parties directly or indirectly engaged in the implementation of the Agreement) do not accept, pay, propose to pay and allow (authorize) the payment/receipt of any funds or transfer of any values (including intangible assets), directly or indirectly, to any persons aiming to influence their actions or decisions with a view to gain any illegal benefits, inter alia, bypassing the legislated procedure, or pursuing any other illegal aims.

13.9. In terms of representations specified in cl. 13.8 of the Offer, the Parties shall adhere to, apply and act according to the following national and international regulations:

  • Fundamental principles of the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions;

  • the Foreign Corrupt Practices Act of 1977;

  • other provisions of Swiss laws combatting corruption and commercial bribery.

13.10. If any Party suspects that any provisions of cl. 13.7 – 13.9 of the Offer have been or can be violated, the Party concerned undertakes to promptly notify the other Party of its suspicions in writing.

13.11. Clauses 13.7 – 13.9 of the Offer constitute warranties and representations.

14. Details of Yandex

Name: Yandex Services AG

Registration number: CH-020.3.037.488-8

Address of place of business: Werftestrasse 4, 6005 Luzern, Switzerland Schweiz

Notification address: Werftestrasse 4, 6005 Luzern, Switzerland

Tel.: +41 41 248 08 60

Contact form at https://yandex.com/support/translate/.

E-mail: translate-api@support.yandex.com

 

Annex No. 1 to the Offer

Conditions of Guarantee Technical Support

1. Yandex Contacts

E-mail: translate-api@support.yandex.com

Tel.: +41 41 248 08 60

Working hours: from 10 a.m. to 5 p.m. (Luzern Time) Monday through Friday, except for public holidays.

2. Guarantee Technical Support

The Licensee shall specify in the Licensee’s Account its e-mail address for communication on technical issues relating to the Agreement (technical contacts). All issues sent to Yandex to the above e-mail address shall be sent from this e-mail address.

The Licensee may change its technical contacts having specified a new e-mail address in the Licensee’s Account.

Technical documentation, replies to questions arising when running the Program, examples, etc. can be e-mailed to the Licensee upon its request to the e-mail address of technical contacts.

The Licensee shall report of any malfunctions of the Program and any other questions it has only to the above e-mail address. Yandex assigns a responsible service team specialist and message number to each request, by which the Licensee can monitor the process upon request. Requests shall be sent in English or Russian, the support language is English or Russian.

Yandex shall, within one working day of a request, assign a service team specialist to process the request, who will inform the Licensee of the status of work upon request. Yandex shall also initiate work to fix the malfunction of the Program.

If the Licensee’s technical contact needs support when running the Program or support to integrate and run the Program in different operating systems and network conditions, Yandex shall assign a service team specialist within three working days and make all reasonable efforts to reply promptly.

Yandex shall take all necessary steps to reply to the Licensee’s request / fix the malfunction within eight (8) working days provided that the Licensee will submit necessary description of the malfunction, documentation and other information sufficient to reproduce the malfunction using Yandex hardware. If the Licensee does not provide necessary description of the malfunction, documentation and other information, it can extend the term needed to fix the malfunction / reply to the request.

3. Exceptions

Despite any provisions of the Offer or this Annex, Yandex shall not be held liable and shall not be deemed as having failed to discharge its obligations to provide technical support for the Program in the following cases:

1) when the Licensee misused the Program or used it in violation of the Agreement;

2) when the Licensee failed to install any update or new version of the Program provided by Yandex.