Customer Service Agreement
CUSTOMER SERVICE AGREEMENT
This Customer Service Agreement (hereinafter referred to as the «Agreement») is concluded between Yandex Services AG, a company registered and existing under the laws of the canton of Lucerne, Switzerland (hereinafter referred to as the «Service Provider») and YOU, whereas YOU are:
a company that wishes to receive the Services (hereinafter referred to as the «Customer»), as defined by the term «Services» hereunder, represented by a duly authorized person;
OR
a sole trader that wishes to receive the Services (hereinafter also referred to as the «Customer»), as defined by the term «Services» hereunder;
OR
a private individual not registered as a sole trader (hereinafter also referred to as the «Customer»), and YOU wish to receive the Services, as defined by the term «Services» hereunder.
The Customer and the Service Provider are also referred to as the «Parties» hereunder, and each of them as the «Party», if referred to individually.
BY PRESSING THE «NEXT» BUTTON AT THE BOTTOM OF THIS PAGE YOU EXPRESS YOUR AGREEMENT TO THE TERMS OF THIS AGREEMENT, UNCONDITIONALLY ACCEPT SUCH TERMS, and represent and warrant that:
a) YOU have the right, in accordance with the applicable laws, to enter into contractual relations under this Customer Service Agreement, and nothing restricts YOUR capacity to contract,
b) YOU (and your representative, if applicable) are not subject to any sanctions of the European Union, the United States and/or Switzerland.
If YOU have questions with respect to this Agreement, please send YOUR questions to toloka@support.yandex.com.
For the purposes of the Agreement, the Parties introduced the following definitions valid herein:
API – Application Programming Interface of the Yandex Toloka service.
Toloka Web-Site - an Internet site of the Service Provider located at: https://toloka.yandex.com, https://toloka.yandex.ru, and https://toloka.yandex.com.tr.
Services - information and consulting services rendered by the Service Provider, the result of which is the performing of the Customer’s Tasks by the Users through the interface of Toloka Web-Site.
Task - a request for the Services, being a task to be performed only by a person and not by an artificial intelligence device, because it is given, as a rule, to assess users’; perception of the Internet and/or consumers’ perception of goods, works and/or services or certain phenomena. Such tasks may include (but are not limited to) assessment of certain content posted on the Internet (hereinafter referred to as the «Content»), assessment of search results by certain queries, classification of the Content, assessment of operation of certain Internet sites, short comments on certain issues, creation of photos and/or videos, information search in the Internet. One Task constitutes a single request for the Services to be provided by the Service Provider by efforts of each particular User complying with the Requirements. By clicking a special button in the interface of Toloka Web-Site designed for sending results of the Task to the Customer, the User completes each particular Task.
Users - Internet users registered at Toloka Web-Site, which have accepted the terms of the User Agreement posted at: https://toloka.yandex.com/help/terms.
Reporting Period - one (1) calendar month.
Personal Account of the Customer - a software interface for interaction of the Customer with the Service Provider and the Users within the framework of the Services, which contains information on the Customer, the Tasks placed by the Customer, the price of the Services provided to the Customer and any other information on the Services, available to the Customer through authorization on the Internet site at: https://toloka.yandex.com/requester or https://toloka.yandex.ru/requester using the Customer’s login and password.
Requirements - Customer’s requirements to the Users, which may be invited to perform the Task. The Requirements may include requirements to the User’s gender, age, education, citizenship, region, country, city of residence, ability to speak certain languages, type of device that enables the User’s access to Toloka Web-Site and the Tasks (desktop or mobile device), specifications of such device, specifications of the User’s operating system, the User’s skills in performing certain types of Tasks (in accordance with the Customer’s independent assessment of the User’s skills, which the Customer can conduct using functions of the Customer’s Personal Account and/or API), the User’s willingness to view the Content which may be meant for adults only, and any other requirements.
Sandbox - a training version of Toloka Web-Site with limited functions located at: https://sandbox.toloka.yandex.com.
1. Scope of Agreement
1.1. The Service Provider undertakes to provide the Services to the Customer as defined in the relevant Task by The Customer using Toloka Web-Site and the Users’ efforts, and the Customer undertakes to accept and pay for such Services.
1.2. The Customer must register on Toloka Web-Site, create a Personal Account of the Customer and/or gain access to the Services via «the API» before receiving any Services. The Customer shall also choose a login and password, which are necessary for the Customer to place the Tasks pursuant to cl. 1.3 hereof and receive the Services.
1.3. The Customer may, on its own, place the Task on the Toloka Web-Site by one of the following ways:
1.3.1. placement of the Task through the Customer’s Personal Account pursuant to the Instruction for the Customers posted in the information section of the Customer’s Personal Account,
1.3.2. placement of the Task using API pursuant to the API User Guide posted in the information section of the Customer’s Personal Account.
1.4. Regardless of which way the Customer chooses to place the Tasks, the Customer shall, on its own and without the intervention of the Service Provider, specify the settings of the Task, establish deadlines, post a Task Instruction; Internet links, texts, and visual materials shown to the Users when performing the Task and shall establish the Requirements. Users failing to comply with the Requirements (based on the user information available to the Service Provider) will not be invited to perform the Tasks by the Service Provider.
1.5. The Customer’s abilities to place Tasks with certain content are limited by technical specifications and the functionality of Toloka Web-Site, the Customer’s Personal Account and API. The Service Provider shall not be held liable, if the Customer fails to place a certain Task fully complying with Customer’s wishes, for the said reason.
1.6. Placement of the Task by the Customer through the Customer’s Personal Account or using API shall constitute an offer sent by the Customer to the Service Provider requesting the provision of the relevant Services to the Customer.
1.7. The Customer’s service request shall be deemed to have been accepted by the Service Provider, when the relevant Task result is displayed in the Customer’s Personal Account and/or when the Customer is granted with access to the relevant Task result by means of API.
1.8. All actions performed on Toloka Web-Site, in the Customer’s Personal Account and/or by means of API using the login and password provided to the Customer pursuant to cl. 1.2 hereof shall be deemed to have been performed directly by the Customer, regardless of whether the Customer can prove otherwise or not.
1.9. The Customer will neither be provided with any information on the personality of specific Users, which have performed or are performing a certain Task, nor with any personal data of any Users.
1.10. The Customer may also use the Sandbox under this Agreement. The Sandbox may not be used by the Customer for receiving the Services and is provided solely for the purposes of letting the Customer study the functions of Toloka Web-Site. The Customer may perform the actions necessary to place a Task in the Sandbox and then transfer such Task to Toloka Web-Site for future placement in accordance with cl. 1.3. of the Agreement. Provisions of Sections 2 and 5-12 of this Agreement shall also govern the Customer’s using of the Sandbox, except for the provisions that may not apply due to Sandbox’s purpose and functions.
2. Rights and Obligations of Parties
2.1. The Service Provider undertakes:
2.1.1. provided that the Customer is a legal entity, to send to the Customer a report on the Services rendered within the Reporting Period and their applicable price for the Reporting Period, with a facsimile signature of the Service Provider’s representative (hereinafter referred to as the “Report”). The Report shall be sent to the Customer on the e-mail address that has been submitted by the Customer during the registration process, and shall be deemed received on the next business day following the day when the Report has been dispatched.
2.2. The Service Provider is entitled:
2.2.1. to request any additional information on the requested Services from the Customer;
2.2.2. to refuse to provide the Services without recovering Customer’s losses, if any, if the Customer violates any of the obligations stipulated in cl. 2.3 hereof;
2.2.3. to suspend placement of the Tasks by the Customer until the day after the day the Service Provider receives a prepayment of 100% of the price for the Services and to suspend provision of the Services, if the amount of the prepayment for the Services contributed by the Customer pursuant to cl. 3.2 hereof becomes less than USD 5, without recovering the Customer’s losses, if any;
2.2.4. to collect and keep statistics on performance of the Agreement by the Customer (including, but not limited to any data on the Tasks placed, the number of Tasks accepted by the Customer, specifications of devices and IP-addresses, from which the Customer accesses Toloka Web-Site, the Customer’s Personal Account and API, operating systems used by the Customer), without any limitations up to the maximum time period permitted to keep such statistics under the applicable law, and the Customer consents thereto;
2.2.5. to request documents from the Customer confirming third parties’ consent pursuant to cl. 2.3.8 hereof and the Customer’s constituent documents or identity documents, as applicable;
2.2.6. to monitor the Customer’s activity on Toloka Web-Site, including settings of the Tasks placed by the Customer, to make sure that the Customer discharges its obligations stipulated in cl. 2.3.10-2.3.13 hereof;
2.2.7. to suspend provision of the Services, if the Service Provider has reasons to believe that the Customer violated any of cl. 2.3.10-2.3.13 hereof, and in all cases where the Customer does not treat the Users, the Service Provider, and/or third parties in good faith, inter alia, where the Service Provider has received complaints (claims) against the Customer’s actions (or omissions) from the Users and/or third parties.
2.3. The Customer undertakes:
2.3.1. to pay for the Service Provider’s Services the applicable price timely. Customer may only place the Tasks after the requested Services have been pre-paid;
2.3.2. to designate a Customer’s symbolic indication, which will be shown to the Users and may either enable the Users to identify the Customer or keep the Customer anonymous (hereinafter referred to as the «ID of the Customer»);
2.3.3. when placing the Tasks pursuant to cl. 1.3 hereof, to provide each Task with an instruction, which shall contain the algorithm to be followed to get proper results of the Task and comprehensive requirements to such results (hereinafter referred to as the «Instruction»). When accepting the Services pursuant to cl. 4.1 - 4.8 hereof, the Customer may not request the fulfillment of any requirements to the results of the Task that have not been specified by the Customer in the Instruction when placing the relevant Task;
2.3.4. to accept the Tasks pursuant to the provisions in cl. 4.1.- 4.8. hereof within the specified time frames;
2.3.5. to ensure, by its own efforts, safety and confidentiality of the Customer’s login and password received by the Customer during registration at Toloka Web-Site, not to disclose the login and password to any third parties;
2.3.6. when performing the Agreement, not to violate any intellectual property rights and/or other third-party rights, third-party rights to privacy and secrecy of correspondence/communication;
2.3.7. to obtain third parties’ authorization to use items protected by intellectual property rights or privacy rights and means of individualization, images of private individuals, if such authorization is required by the applicable law and such elements are placed by the Customer as a part of the Tasks. The Service Provider is not liable for the infringement of such third parties’ rights by the Customer. The Customer hereby indemnifies and holds harmless the Service Provider from any and all losses incurred (incl. reasonable attorney’s fees) by any third party claims raised against the Service Provider caused by the placing of a Customer’s Task;
2.3.8. to provide the Service Provider with documents confirming such third parties’ authorization and the Customer’s constituent documents or identity documents (as applicable) within five (5) working days from the date the Service Provider sent a request pursuant to cl. 2.2.5 hereof;
2.3.9. to inform the Service Provider immediately of any change of its location and/or banking details. The Customer shall be liable for the accuracy of all Customer's details, including the accuracy of any information specified by the Customer in the Customer’s Personal Account;
2.3.10. not to specify as conditions for performing the Task any action and not to include into the Task any text and visual materials, which will be shown to the Users when performing the Task, if they meet any of the following criteria:
a) if carrying out of the said actions and/or demonstration of the said materials violate the laws of the Swiss Confederation, and/or violate the laws applicable at the location of the User, and/or violate the laws applicable at the location of the Customer, and/or violate any generally accepted moral and ethical standards;
b) if carrying out of the said actions will result in the installation of any malware on the device, from which the User accesses Toloka Web-Site;
c) if carrying out of the said actions and/or demonstration of the said materials will result in any harm to the User performing the relevant Task;
d) if the said actions imply that the User should make specific queries in search engines;
e) if the said actions imply motivated clicking through the Internet links shown to the User as search results by specific queries, which results in going to certain Internet sites;
f) if the said actions imply motivated activities («surfing») of the User on certain Internet sites;
g) if the said actions are associated with viewing promotional materials by the User and/or clicking through advertising materials (contextual advertising, banners, etc.);
h) if the said actions include posting User’s comments and/or feedback on certain Internet sites or Internet sites meeting certain criteria, where approximate content of such comments and/or feedback are defined in the settings of the relevant Task;
i) if the said actions are associated with involvement of the User in online voting on certain Internet sites, carrying out by the User of any actions indicating approval or disapproval by the User of a certain entry posted in any social network (clicking the «Like»/«Share» button, etc.), improvement of ratings of any account and/or entry in any social network;
j) if the said actions include posting by the User of advertising entries in any social networks;
k) if the said actions include downloading and/or installation by the User of any third-party software;
l) if, as a result of the said actions, third parties will gain access to the account of the User, which is performing or has performed the relevant Task;
m) if the said actions imply illegal distribution by the User of third parties’ personal information;
n) if the said actions imply that the User should create any materials contradicting to the laws of the Swiss Confederation, and/or the laws applicable at the location of the User, and/or the laws applicable at the location of the Customer.
2.3.11. if the Task placed by the Customer (including texts and visual materials, which will be shown to the User when performing the Task) includes the Content that, under the laws of the Swiss Confederation, and/or the laws of the location of the Customer, and/or the laws of the location of the User, may be available to adults only, the Customer shall specify in the settings of the relevant Task that the Task includes Content intended for adults only.
2.3.12. not to use Toloka Web-Site for staff recruiting and not to use Toloka Web-Site for setting Tasks to be resolved by Customer’s employees.
2.3.13. to obtain any authorizations, permits, certificates, licenses, patents, declarations, etc. and go through any registration procedure if such is necessary for the Customer to be able to receive the Services.
2.4. The Customer is entitled:
2.4.1. to receive the Services pursuant to the provisions of the Agreement and requirements set in the Tasks;
2.4.2. to define, on its own, the settings of the Task and its deadline, to place Internet links, texts, and visual materials, which will be shown to the Users when performing the Task; and to define the Requirements.
2.4.3. to answer questions that the Users may have as regards completing a certain Task and/or the Requirements directly, without prejudice to cl. 1.9. hereof.
3. Price of Services and Settlement Procedure
3.1. The price of the Services for the Reporting Period shall be determined on the basis of the quantity and price of the Tasks placed on Toloka Web-Site and accepted by the Customer within the Reporting Period, as well as additional remuneration agreed upon by the Parties via the interface of Toloka Web-Site and Service Provider’s extra charge. The total price for the Services provided within the Reporting Period shall be specified in the Report in accordance with cl. 4.1.-4.8. hereof.
3.2. The Customer shall make payment for the Services with a 100% prepayment of the Services’ price by one of the following methods:
1) bank transfer to the Service Provider’s settlement account (available for all Customers),
2) payment via PayPal payment system (only available for Customers, who are private individuals not registered as sole traders).
3.3. The payment obligations shall be deemed to be discharged upon crediting the Service Provider’s settlement account with the funds.
3.4. The price for the Services determined pursuant to cl. 3.1 hereof shall be paid by the Customer in full amount without withholding any taxes, duties, and other amounts therefrom. If under the laws of the Customer’s country of incorporation the Customer is obligated to withhold or the Service Provider that has been duly notified by the Customer in advance is obligated to pay any taxes and/or duties imposed on the Service Provider by the laws of the Customer’s country of incorporation, including i.a. VAT and withholding profits (revenue) tax, as well as other similar taxes that may substitute or supplement the existing taxes, then the amount subject to be paid by the Customer shall be increased in such a manner that the net sum received by the Service Provider, after such taxes have been withheld or paid up, shall be equal to the amount specified in cl. 3.1. hereof and in the respective Report and/or invoice.
3.5. If at the expiry of the Reporting Period the Service Provider fails to provide the Services, which have been prepaid by the Customer pursuant to cl. 3.2 hereof, the said amount shall be transferred to the next Reporting Period.
4. Procedure for Acceptance of Services
4.1. The Customer shall accept the Services through the Customer’s Personal Account or through API. Two types of acceptance are possible: automatic acceptance or non-automatic acceptance. The type of acceptance shall be defined by the Customer when placing the Task through the Customer’s Personal Account or API.
4.2. If the Customer chooses automatic acceptance when placing the Task, all Tasks performed within the term specified in the Tasks shall be deemed automatically accepted by the Customer from the moment when every particular Task is completed by the User, and the Services shall be deemed duly provided «as is» by the Service Provider and subject to payment regardless of any other conditions. For the avoidance of doubt, if the Customer chooses automatic acceptance, no discrepancy between the results of the Task and the requirements set by the Customer in the Instruction pursuant to cl. 2.3.3 hereof shall constitute a basis for refusing to accept the relevant Services.
4.3. If the Customer chooses a non-automatic acceptance when placing the Task, the Customer may check the results of the Tasks and accept the Services at any time, but not later than within twenty one (21) calendar days from the moment of completing the Task by the User (hereinafter referred to as the «Term of Acceptance»), via the Customer’s Personal Account or API. If the Customer fails to accept or reject the Services within the Term of Acceptance, the Services shall be deemed to have been accepted on the last day of the Term of Acceptance, duly provided and payable.
4.4. The Customer is only entitled to refuse to accept the Services, if all of the following conditions are present:
a) when placing the relevant Task, the Customer has chosen non-automatic acceptance;
b) the Term of Acceptance has not expired;
c) when placing the Task, the Customer has fulfilled its obligations specified in cl. 2.3.3 hereof;
d) the result of the Task does not substantially and reasonably comply with the Instruction.
4.5. If the Customer, pursuant to cl. 4.4 hereof, refuses to accept the Services, including the cases of considering the objections set forth under cl. 4.7. hereof, the Customer is entitled to use the amount contributed as a prepayment for the relevant Services pursuant to cl. 3.2 hereof for other Services when placing new Tasks within the term of the Agreement.
4.6. If the Customer, pursuant to cl. 4.4 hereof, refuses to accept the Services, the Customer shall specify, which provisions of the Instruction have not been complied with when performing the Task, using the interface of Toloka Web-Site and/or API.
4.7. If the Customer, pursuant to cl. 4.4 hereof, refuses to accept the Services, the Service Provider is entitled to forward objections to the Customer via the interface of Toloka Web Site within seven (7) calendar days from the day when the Customer has refused to accept the respective Task. The Parties undertake to settle the dispute not later than within nine (9) calendar days from the day when the Customer has refused to accept the respective Task. Having considered the objections, the Customer may decide to (i) accept the Services or (ii) reject them again. If, as a result of considering the objections, the Customer chooses to accept the Services, the Services shall be deemed accepted on the day when the Customer performs the respective action in the Customer’s Personal Account or via API. If the Customer rejects the Services again, the amount contributed will again become available to the Customer and may be used as a pre-payment for new Services when placing a new Task.
4.8. If the Customer is a legal entity, the Service Provider undertakes to send the Report to the Customer, in accordance with cl. 2.1.1hereof, within the first ten (10) business days of the month following the Reporting Period. The Report shall not be submitted, if no Services have been provided or no acceptance of the Services has been conducted according to cl. 4.1.-4.7. hereof within the relevant Reporting Period. The Report shall be submitted to the Customer in order to confirm the price of the Services provided by the Service Provider and accepted by the Customer in the relevant Reporting Period. Submission of the Report shall not be associated with the Services’ acceptance. The Services shall be deemed accepted from the moment when the Customer performs the respective actions in the Customer’s Personal Account or via API within the time periods specified in cl. 4.2.-4.7. hereof. No complaints as regards any deficiencies in the Services, including, but not limited to their quantity (scope), price, and quality, submitted by the Customer after having conducted the respective actions in the Customer’s Personal Account or via API, shall be accepted.
4.9. The Report will not be provided, if the Customer is a private individual or sole trader.
5. Liability of Parties
5.1. The Parties shall be liable to each other under the substantive laws of the Swiss Confederation for the breach of their obligations hereunder. The Service Provider shall not be held liable for unauthorized use of the Customer’s registration data (login, password) by unauthorized third parties. The Customer is fully responsible for safeguarding its passwords and user data from unauthorized access and use by third parties.
5.2. To the extent possible under the applicable law, the Service Provider shall not be held liable for any indirect (consequential) damages incurred by the Customer as a result of performing this Agreement.
5.3. Contractual liability of the Service Provider under the Agreement shall be limited to the amount equal to the cumulative amount of funds actually paid by the Customer to the Service Provider for provision of the Services within twelve (12) months preceding the day, when the Customer first incurred losses, which would become the ground for the Service Provider’s accountability, and if the duration of the Agreement is less than twelve (12) months - by the amount equal to the cumulative amount of funds actually paid by the Customer to the Service Provider for provision of the Services within the term of the Agreement.
5.4. The contractual liability of the Service Provider as regards failure to perform the Services requested by the Customer in a specific Task shall be limited to the amount equal to the amount of funds actually paid by the Customer to the Service Provider for provision of the Services requested in the said Task.
6. Warranties of Parties
6.1. The Customer warrants that when placing the Tasks and the Instruction pursuant to cl. 1.3 and 2.3.3 hereof, designating the ID of the Customer pursuant to cl. 2.3.2 hereof, it does not infringe any third-party rights, including the copyright and related rights, exclusive rights, rights to trademarks, service marks, and appellations of origin of goods, rights to use images of people, both living and deceased, and complies with the provisions of cl. 2.3.10.-2.3.13. hereof, and undertakes to settle, independently and at its own expense, all disputes and claims associated with possible violation by the Customer of any third-party rights and/or the applicable laws, and if such claims are made or threatened directly against the Service Provider, and to indemnify the Service Provider for any and all damages, losses, and/or costs.
6.2. If the warranty specified in cl. 6.1 hereof is violated, which results in claims, actions and/or orders by public authorities and/or third parties regarding the Service Provider, the Customer hereby undertakes to indemnify the Service Provider for any and all damages, losses and/or costs incurred in order to comply with such claims and/or actions and fulfilling the prescriptions, in the amount equal to the amount of the said claims of public authorities and/or third parties duly satisfied by the Service Provider, and/or equal to the Service Provider’s documented expenses for fulfilling the relevant prescriptions, including, but not limited to the expenses incurred for reasonable attorney’s fees and/or for the settlement of such claims.
6.3. To the extent permitted by the applicable laws, the Service Provider shall waive any explicit or implicit warranties and representations as might be provided by virtue of the law, on the basis of previous oral or written representations of the Service Provider, by custom, in connection with using of Toloka Website and providing the Services.
6.4. To the extent permitted by the applicable laws, the Service Provider excludes any warranty regarding continuous availability and performance of Toloka Web Site and related services. The Service Provider does not warrant that Toloka Web Site and related services shall function on a continuous, uninterrupted and secure basis, without faults and errors. The Service Provider does not warrant that Toloka Web Site and related services shall have a certain set of functions and/or characteristics.
7. Force Majeure
7.1. The Parties shall be exempted from any liability for partial or complete failure to fulfil their obligations hereunder, if such failure is caused by circumstances beyond their reasonable control (force majeure), which arise after the conclusion of this Agreement and which the Parties can neither foresee nor prevent by reasonable measures. The occurrence of the said circumstances and their duration shall be documented by a competent public or municipal authority.
7.2. The Parties undertake to notify each other in writing of the existence of any force majeure circumstances within three (3) calendar days from the date of their occurrence.
8. Term and Termination of Agreement
8.1. The Service Provider reserves the right to, at any time and with no prior notification, amend and supplement this Agreement and any other applicable documents. A notice of such amendments will be sent to the Customer in advance to the e-mail specified by the Customer during the registration, except in cases where the Customer refuses to be notified by e-mail, and also via the interface of the Customer’s Personal Account.
8.2. By continuing to receive the Services or otherwise use Toloka Web Site, the Customer expresses its full and unconditional agreement to the new terms of the corresponding version of the Agreement and/or other applicable documents.
8.3. If this Agreement ceases to be effective for any reason (including the situations provided for in cl. 8.4-8.5. hereof), and, as of the last effective day, the Service Provider has received prepayment for the Services from the Customer pursuant to cl. 3.2 hereof, and the respective Services have not been provided by the Service Provider, the amount of prepayment shall be returned to the Customer not later than within fifteen (15) working days following the last effective day of the Agreement, in the event that Services have been provided partially, the pre-paid amount will be returned to the Customer pro rata.
8.4. The Service Provider may at any moment and for any reason terminate this Agreement by the way of sending a letter to the Customer by e-mail and/or a notification via the interface of the Customer’s Personal Account, without any prior notice, paying up any compensations, and/or specifying the reasons behind its decision.
8.5. The Customer may terminate this Agreement by deleting its personal account on Toloka Web Site, having carried out the respective action in the Customer’s Personal Account.
9. Confidentiality Clause
9.1. For the purposes of this Agreement, confidential information shall mean: any data of Toloka Web-Site and/or its certain parts or functions, which are not accessible to persons not registered on Toloka Web-Site, and any other information transferred by the Service Provider to the Customer and designated as confidential information.
9.2. The Customer shall undertake to keep the information specified in cl. 9.1. hereof confidential and not to use it other than for the purpose, which has been expressly specified during transfer of such information, and not to disclose any part of the confidential information to a third party, except when Customer is ordered to disclose such information in accordance with the legislative requirements applied to the Customer by an authority, provided that Customer will undertake reasonable efforts to obtain a protective brief for confidential treatment of such information and immediately notify the Service Provider of receiving such order. If the said obligation is violated, the Customer shall indemnify the Service Provider for its damages.
10. Settlement of Disputes and Applicable Law
10.1. All disputes and disagreements arising between the Parties when performing this Agreement shall first be attempted to be settled through bilateral negotiations.
10.2. If the Parties are unable to reach an agreement in the specified manner, the disputes shall be subject to the exclusive jurisdiction of the competent courts of the Canton of Lucerne.
10.3. This Agreement shall be governed by the substantive laws of the Swiss Confederation without any reference to conflict of law statutes.
11. Customer Data
11.1. The Customer acknowledges and agrees that any information on the Customer that is submitted by the Customer to the Service Provider when registering on Toloka Web Site, via the Customer’s Personal Account and/or API, in response to Service Provider’s requests sent in accordance with cl. 2.2.5. hereof, or otherwise, including, but not limited to information associated with any Services, and any other information (hereinafter referred to as the «Customer Data») will be automatically transmitted to the Web hoster located in the territory of Finland. The Customer Data will not be collected and/or stored in the territory of the Swiss Confederation.
11.2. The Customer Data may also be forwarded to a Web hoster located in the country of Customer’s citizenship, if the legislation of the country of Customer’s citizenship provides for mandatory local storage of citizens’ personal data, and hereby the Customer agrees to such transmission of the Customer Data.
11.3. By pressing the «Next» button at the bottom of this page, the Customer agrees that the Customer data will be collected, stored and processed at the location of the Web hoster mentioned in cl. 11.1 of this Agreement, in accordance with the requirements under the Swiss Federal Act on Data Protection or any other data protection law applicable to Customer.
11.4. The Customer agrees that the Customer Data may be forwarded to and used by the Service Provider and any of the Service Provider’s affiliated entities, for the purposes mentioned in this agreement and insofar as such communication and use are allowed in terms of the applicable law. For the purposes of this Agreement an «affiliated entity» shall mean legal entities and private individuals that may directly or indirectly control the Service Provider, as well as legal entities that are directly or indirectly controlled by the Service Provider, whereas «to control» means to directly or indirectly own more than 50% of voting shares/stock in the charter capital or have a differently obtained right to direct or influence the management or policies of the controlled legal entity.
11.5. The Customer agrees that the Service Provider’s affiliated entities, to which the Customer Data may be forwarded in accordance with cl. 11.4 of the Agreement, may fail to ensure the protection of the Customer Data to the extent required in accordance with the laws of the Swiss Confederation. In any such cases, receivers of the Customer Data abroad will be contractually held to ensure adequate protection of the Customer Data and/or abide by International EU-US Privacy Shield arrangements, i.e. meet the minimum data processing standards.
12. Final Provisions
12.1. The Parties agree that the Service Provider may use a facsimile reproduction of the signature of the Service Provider’s representative by mechanical or other copying means (facsimile signature) to sign any documents, including the Reports. The Parties acknowledge that the facsimile signature has the same legal effect as a handwritten signature.
12.2. The official text of this Agreement is only the English version, versions in different languages are provided exclusively for information purposes.
12.3. All notices that may be sent to the Customer by the Service Provider in connection with this Agreement shall be communicated in a message via the interface of the Customer’s Personal Account and/or sent to the e-mail specified by the Customer during the registration, except in cases where the Customer refuses to be notified by e-mail. An e-mail notice shall be considered sufficient in all cases and shall be deemed received by the Customer on the following day after such notice is forwarded to the Customer.