Toloka Terms of Offer

Last updated: January 27th, 2021

Effective Date: January 27th, 2021

These Terms of Offer (the “Agreement”) are a binding contract between

YANDEX Yandex Inc., a Delaware corporation organized and existing under the law of Delaware, USA, having its registered office at 38 Merrimac st., Suite 201, Newburyport MA 01950 USA, Entity number C3316322
and
CUSTOMER legal entity, organized and existing under the law of USA, having its registered office at USA or individual permanently resided at the USA, agreeing to these terms.

individually referred to as “Party” and collectively referred to as “Parties”.

Defined terms used in this Agreement with initial letters capitalized have the meaning given in Section 15 of this Agreement.

This Agreement consists of:

1. SCOPE OF THIS AGREEMENT

1.1. Yandex will provide the Services (“Services” as further specified below) in accordance with the terms and conditions of this Agreement at the Customer’s Task set trough the Toloka Platform and, if applicable, specified in orders issued or signed by Customer.

1.2. Except as expressly set forth in this Agreement, this Agreement does not grant either party any rights, implied or otherwise, to the other's content or any of the other's intellectual property rights.

2. SERVICE RATES

2.1. Customer will pay Yandex for Services Service Fees. Service Fees include Task cost and Service Rates of 30% of the Task cost, as well as additional remuneration agreed upon by the Parties in writing or via Toloka Platform.

2.2. Service Fees are net of all applicable taxes, unless expressly stated otherwise.

2.3. Entering into this Agreement, Customer represents that it acquainted and agreed with effective Service Rates posted on Site or in Personal Account. Yandex may from time to time change Service Rates by updating the relevant information in Personal Account or on Site at URLs of pricing for specific Services, subject to prior notice of Customer according to 10.1. Updated Service Rates shall become effective from the date specified when posting, but in any case, not earlier than commencement of the next Accrual Period (the “Accrual Period”) following the period within which the rates were changed.

2.4. Yandex may provide Customer with discounts or pricing offerings based on the amount of Services Customer ordered, time of usage and other parameters to measure the usage of Services. Discounts and special offers for Customers are set in permanent and temporary offers detailed in Personal Account or addendums to this Agreement.

3. PAYMENT PROCEDURE

3.1. Customer shall pay Service Fees based on Customer`s usage of Services and in accordance with Service Rates.

3.2. All upfront Service Fees will be invoiced in advance. Customer generates an invoice on its own using Personal Account. All invoices issued under this Agreement are due and payable within ten (10) days from invoice receipt date.

3.3. Customer may access and use Services only if Customer has a positive balance in its Personal Account.

3.4. If at the expiry of the Accrual 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 Accrual Period.

3.5. All payments shall be made in US dollars. Customer is solely responsible for the correctness of payments. When making payments via wire transfer, Customer shall indicate the number of Agreement.

3.6. Customer shall pay all applicable Service Fees and charges for usage of Services using one of the payment methods Yandex supports. All bank charges and commissions connected with payment for Services shall be paid by Customer. Customer's obligation to pay all Service Fees is non-cancellable. All amounts payable by Customer under this Agreement may not be withheld or deducted by setting off with counterclaims.

4. RIGHTS AND OBLIGATIONS

4.1. Yandex undertakes to:

4.1.1. Provide Services to Customer as defined in the relevant Task using the interfaces of Toloka Platform and Users’ efforts; and

4.1.2. Send to Customer via e-mail or Personal Account a report on Services provided within the Accrual Period and the cost (the “Report”). Yandex shall send Report to Customer within 5 (five) business days of the end of Accrual Period. Report shall not be submitted if no Services have been provided within the relevant Accrual Period.

4.2. Customer undertakes to:

4.2.1. Receive Services pursuant to the provisions of Agreement and Requirements for each Task.

4.2.2. Accept Services through Personal Account in accordance with Requestor’s guide.

5. PERSONAL DATA AND DATA PROCESSING

5.1. Yandex processes data which Customer indicated when sign up and logging in to Platform and the Customer’s personal information as this term defined in Privacy Policy, including data gathered from technical sources (log-files, IP-addresses, etc.) by any means as data controller for the purposes of Yandex’ legitimate interests and to conclude, administer, execute and implement this Agreement.

Customer informs its employees and agents of such processing of their personal information by Yandex and provides them with all information necessary in order to ensure that Yandex complies with its notice obligations under applicable data protection and privacy laws.

The data and personal information referred to in this Section processed by Yandex during the term of this Agreement and after its termination - during the limitation period, unless otherwise provided by law, but in any case, not least than 365 days.

5.2. Except for the data processed as described in Section 5.1, Yandex acts as a data processor on behalf of Customer. If Customer uploads personal information of the third parties in particular in Customer Content (“Customer Content”), including the Customer’s employees, using Services, Customer is responsible that such personal information has been collected, processed and transferred to Yandex in compliance with applicable data protection and privacy laws. Such compliance may require providing a notice to the affected data subjects or obtaining consent prior to sharing their personal information with Yandex using Services.

6. WORK PRODUCT; LICENSES

6.1. Customer will own Output. Except for the licenses expressly granted in this Agreement, this Agreement does not grant any rights and Customer owns and reserves all right, title, and interest in and to the Customer Content and Output.

6.2. Subject to the terms hereof, Customer hereby grants to Yandex:

6.2.1. a royalty-free, fully paid-up, worldwide, non-transferable (except as set forth below), nonexclusive license during the term to use the Customer Content for the purpose of providing Output; and

6.2.2. a royalty-free, fully paid-up, worldwide, non-transferable (except as set forth below), perpetual, irrevocable, nonexclusive license to use the Customer Content in order to operate, analyze, and improve Services, including the creation of anonymized and/or aggregated data derived from such Customer Content.

6.3. Customer, grant Yandex an a worldwide, non-exclusive license to use the work product for internal worker training and education, internal product evaluation, testing and any other purposes, and may provide certain proprietary materials and information for use in connection with the development of the work product.

6.4. If Yandex shares or publicly discloses information (e.g., in marketing materials or in application development) that is derived from Customer Content, such data will be aggregated or anonymized to reasonably avoid identification of Customer.

6.5. By way of example and without limitation, Yandex may:

6.5.1. track the number of users and uses of Services on an anonymized aggregate basis as part of Yandex marketing efforts to publicize the total usage of Toloka Platform;

6.5.2. analyze usage patterns for product development efforts; and

6.5.3. use anonymized and/or aggregated data derived from Customer Content to develop further analytic frameworks and application tools.

6.6. You further agree that Yandex will have the right, both during and after the term, to use, store, transmit, distribute, modify, copy, display, sublicense, and create derivative works of the anonymized and/or aggregated data. Customer expressly retains all right, title and interest in and to the Customer Content, including all intellectual property rights therein.

7. INDEMNIFICATION

7.1. Customer will defend and indemnify Yandex, its affiliates, agents, subcontractors, partners, licensors and each of their respective employees, officers, directors from any and all losses arising out or relating to any third party claims concerning: (a) any Customer Content and infringement of third-party rights by Customer (in particular, but not limited, intellectual property rights, similar rights as e.g. database rights and/or know-how or personality/data privacy rights); (b) Customer usage of Services (including any activities under Customer account and use by Customer employees and personnel); (c) breach of this Agreement and any Linked Documents or violation of applicable law by Customer (including by any person/entity under Customer`s account and/or Customer`s employees and personnel). Customer will reimburse Yandex for reasonable attorneys’ fees and legal expenses.

7.2. Yandex will defend and indemnify Customer against claims for violation of data protection or in connection with any third-party claim alleging that Services infringe or misappropriate third party’s intellectual property rights. Yandex indemnity is limited by amount of any adverse final judgment or settlement.

The obligation applies only if Customer: (a) gives Yandex prompt written notice of the claim; (b) permits Yandex to control the defense and settlement of the claim; and (c) reasonably cooperates with Yandex in the defense and settlement of the claim. In no event may Customer agree to any settlement of any claim without the written consent of Yandex.

The obligation under this Section will not apply to the extent the underlying allegation arises from: (a) Customer breach of this Agreement or violation of applicable law; (b) modifications to Yandex technology or Services by anyone other than Yandex.

8. WARRANTIES AND REPRESENTATIONS

8.1. Each party warrants, represents and covenants that it has all right, power and authority necessary for its execution and delivery of this Agreement, and performance of its obligations hereof.

8.2. Customer warrants and represents that:

(a) all details provided by Customer, when Customer signed up into Platform are accurate, complete, and reliable;

(b) Customer reviewed all the limitations and guides how to use Services, accepts, and undertakes to comply with them;

(c) Customer provided all necessary notices, made all necessary registrations and secured all the necessary consents of third parties and legally holds all the necessary rights to information and Content uploaded on the resources of Platform;

(d) Customer is not subject to any sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority;

(e) Customer or its licensors own all rights, titles, and interests in and to Customer Content;

(f) Customer has all rights in Content necessary to grant the rights contemplated by this Agreement;

(g) Customer meets the requirements of applicable law in its activities.

8.2.1. In the event that, after execution of this Agreement, Customer has a reasonable basis to believe that any of the foregoing warranties and representations may no longer be true or have been breached, Customer shall immediately notify Yandex in writing.

9. LIMITATION OF LIABILITY

9.1. To the extent possible under the applicable law, Yandex is under no circumstances liable to Customer for lost profits, loss of business, contracts, anticipated savings, loss of profit, loss of revenue, loss of goodwill, loss of reputation, loss or use of data and/or any indirect (consequential) damages resulting from or in connection with Services.

9.2. To the maximum extent permitted by applicable law, neither Yandex, nor Yandex’s suppliers, may be held liable under this Agreement exceed the amount paid under this Agreement for the last Accrual period preceding the claim.

9.3. Yandex may suspend or limit Customer’s access to or use of Services in the following cases:

(a) breach of warranties and representations by Customer;

(b) late payments of fees payable under this Agreement;

(c) force majeure;

(d) if Yandex is obligated to do so by virtue of law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process;

(e) if Customer uses Services in violation of third party`s intellectual property rights or similar rights or applicable law;

(f) in any other cases, specified in this Agreement and the documents referred to in Agreement, including the breach of Service Terms.

10. TERM AND TERMINATION

10.1. This Agreement shall become effective on the date of its execution stated on the first page of this Agreement and, unless earlier terminated pursuant to this Section 9, will continue for one (1) year. Thereafter, this Agreement will be automatically extended on a month-to-month basis until either party terminates this Agreement pursuant to this Section 9 or by providing at least 60 days prior written notice of termination to the other party.

10.2. Customer may terminate Agreement, with or without cause, by giving at least sixty (60) days’ prior written notice to Yandex. Upon any such termination, Customer is liable to pay for Services performed and liabilities incurred prior to expiration or termination.

10.3. Termination for Cause.

10.3.1. Yandex may terminate Agreement in its entirety or in partial immediately upon Customer’s material breach under Agreement or any linked documents and Customer’s failure to cure such breach within three (3) days after receipt of written notice to Customer specifying the breach in reasonable detail.

10.3.2. Customer may terminate Agreement upon Yandex’s material breach, including any permanent, long-term suspension or interruption of the Services by Yandex by providing written notice to Yandex specifying the breach in reasonable detail, if such breach has not been or cannot be rectified by the Yandex within thirty (30) days after such written notice.

10.4. If Customer does not agree with changes to this Agreement or any Linked Document, Customer may terminate this Agreement by notifying Yandex in writing within ten (10) calendar days since the changes become effective. Agreement shall be deemed terminated from the date when Yandex receives the Customer’s notice.

10.5. Customer's termination notice shall be sent as a scanned copy of an application signed by Customer or an authorized representative of Customer to Yandex's e-mail address.

10.6. If there are unused funds on Customer’s Personal Account, Yandex will return such funds to Customer within thirty (30) calendar days after termination of this Agreement based on a written application of Customer signed by Customer or an authorized representative of Customer. Customer must submit Yandex a scanned copy of such application for return. Yandex may withhold Service Fees payable by Customer, accrued liquidated damaged, and losses Yandex incurred as a result of Customer's failure to perform contractual obligations, from any amounts to be refunded to Customer.

11. CHANGES

11.1. Yandex may change the terms of Services, SLA, Service Rates and Acceptable Use of Policy, and other Linked Documents. Any other changes to Agreement concluded in writing shall be agreed by the Parties in writing.

11.2. Yandex will notify Customer at least ten (30) calendar days prior to any changes to the terms of use for Services, SLA, Service Rates and Acceptable Use of Policy, or Linked Documents become effective, except if the changes apply to new technical functionalities of Services or new Services as to which Yandex is generally always entitled to and in which case they will become effective immediately upon posting on Site, without prior notification.

11.3. Yandex will notify Customer on changes to the terms of this Agreement and/or Linked Documents subject to 10.1 clause above via Personal Account or by sending an e-mail to the e-mail-address registered by Customer.

11.4. If Customer does not agree with the changes to this Agreement and/or Linked Documents, Customer may terminate this Agreement by sending a written notice of termination within ten (10) calendar days since the changes become effective. After the expiry of ten (10) calendar days without such notice, this will be deemed an acceptance of the changed terms by Customer.

12. APPLICABLE LAW AND DISPUTES RESOLUTIONS

12.1. This Agreement and any attached or linked documents shall be governed and construed in accordance with the substantive laws of the state of California.

12.2. Any and all disputes arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the courts of the state of California. The foregoing shall not restrict the right of Yandex to seek injunction and (or) any other remedy before any other judicial authorities.

13. CONFIDENTIALITY

13.1. Confidential information means any information of the disclosing party, including, but not limited to: scientific, technical, technological, production, financial, economic, or other information, including information on information security, identification/authentication, and authorization (logins, passwords, etc.) tools, software and hardware suites, principles of their operation, source codes (their parts) of computer programs; statistics, information on customers, products, services, research findings. Parties undertake not to disclose or transfer to any third parties’ confidential information obtained from each other while implementing Agreement, except as specified in Agreement, stipulated by applicable law or agreed by Parties in writing, and not to use it for purposes contrary to purposes of Agreement.

13.2. Receiving Party shall in no event use a lower degree of care in safeguarding the disclosing Party´s Information than it uses for its own information of like sensitivity and importance and upon discovery of any unauthorized disclosure of Information in its possession the Receiving Party shall use its best endeavors to prevent any further disclosure or unauthorized use thereof.

13.3. Confidentiality obligations do not apply to any information in the public domain at the time of disclosure or later becomes part of the public domain through no fault of the Receiving Party.

13.4. If confidential information is disclosed deliberately or carelessly, Party at fault undertakes to indemnify for losses caused by such disclosure, if the affected Party requests so.

13.5. The obligations set forth in this Section shall bind the Parties for a period of five (5) years from the date of disclosure of confidential information and such obligations shall survive the termination or earlier expiration of this Agreement.

13.6. The following information provided by Parties is not deemed of being the breach of confidentiality:

a) Information is required by applicable law or regulatory, legal or administrative process, or any other order or mandate of a court or other governmental or municipal authority, to be disclosed by the receiving party but, only to the minimum extent required and for the purpose of such order, and provided that the receiving party first notifies disclosing party of the order (if not prohibited by applicable law) and, upon the request of the Disclosing Party, receiving party shall use commercially reasonable efforts to assist the disclosing party, at the Disclosing Party’s sole expense, in seeking an appropriate protective order.

b) information provided to auditors and external consultants subject to such persons undertook to protect the confidentiality of information transferred under terms that ensure equal or higher level of protection as compared to the terms of Agreement;

c) information provided to a Party's affiliates, if such provision to an affiliate is reasonably needed for Party to discharge its contractual obligations and the affiliate undertook to protect the confidentiality of information transferred under terms that ensure equal or higher level of protection as compared to the terms of Agreement;

d) information provided to third parties involved to provide all or some Services, if such parties undertook to protect the confidentiality of information transferred under terms that ensure equal or higher level of protection as compared to the terms of Agreement.

13.7. Any references to Yandex shall only be published and the fact and/or details of cooperation relating to this Agreement shall only be communicated to third parties or the public with the prior written consent of Yandex, except where applicable law oblige to provide the relevant information.

14. NOTICES

14.1. Parties accept electronic communication, e-mails, and copies of texts in electronic documents (files) sent by Parties as binding, if such communication is provided in ways specified hereto. Any addendums or additional agreements to this Agreement agreed by Parties, shall only be valid if executed in writing and signed by duly authorized representatives of the Parties.

14.2. Parties agree to execute this Agreement by exchanging scanned copies of countersigned agreement via e-mail that shall be of equal legal force with one handwritten document signed by Parties. Parties acknowledge that all documents exchanged using the e-mail addresses specified in this Agreement shall be considered as sent by the respective Party.

14.3. Yandex may send any notices, messages, and documents to Customer by e-mail or by posting such notices, messages, and documents on Site and/or in Personal Account and/or by SMS messaging to a mobile phone number, provided by Customer in Personal Account . Notices Yandex provides by posting on Site will be effective upon posting and notices Yandex provides by e-mail will be effective when Yandex sends the e-mail. It is Customer responsibility to keep Customer e-mail address current. Customer will be deemed to have received any email sent to the e-mail address then associated with Customer account when Yandex send the e-mail.

14.4. Customer may send messages and notices to Yandex by Yandex`s e-mail specified on Site or via feedback forms available to Customer on Site or Personal Account. All legal notices must be in writing and signed by authorized representative of Customer.

14.5. Parties confirm that the exchange of documents, including letters, notifications, notices, and other communications transferred in any way specified above, will have evidential significance and full legal force.

15. MISCELLANEOUS

15.1. No agency. This Agreement does not create any agency, partnership relations, joint activity relations, employment, or any other relations between Customer and Yandex that are not expressly stipulated in Agreement.

15.2. Severability. If any term (or part of term) of this Agreement and/or any document referred to in Agreement is invalid, void, illegal, and unenforceable, the rest of Agreement and any document referred to in Agreement will remain in effect.

15.3. No waiver. Neither Party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement and/or any document referred to in Agreement.

15.4. Assignment. Agreement provides no assignment of any exclusive rights or no license granted by Yandex to Customer for any parts of Platform and Services, unless otherwise expressly stipulated in Agreement and the documents referred to in Agreement.

15.4.1. Customer may not assign any part of this Agreement or the documents referred to in Agreement without prior written consent of Yandex.

15.4.2. Customer confirms acceptance of Yandex's right to assign the rights to claim for Customer’s liabilities to third parties and submit necessary information about Customer outstanding liabilities.

15.5. Trademark. Customer authorizes Yandex to use a logo, trademark, trade name and/or name of the Customer's software product and/or the Customer's Site for information, for referring to you as a customer on Site or for advertising and marketing purposes with no need to secure any additional consent of Customer and with no remuneration payable to Customer for such use.

15.6. Anti-Bribery. The companies of Yandex Group adhere to the principles and conditions of work set out in the YANDEX Code of Business Conduct and Ethics in all its activities. The companies of Yandex Group expect their contractors and customers to abide by the principles of business conduct set out 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 the Yandex portal at: http://ir.yandex.com/documents.cfm

Parties acknowledge, agree and warrant that they pursue a policy of zero tolerance to bribery and corruption, which means that corrupt conduct and assistance payments /business-related facilitation payments, and payments securing faster solutions are strictly prohibited. Under Agreement Parties and their affiliates, employees, mediators, and representatives (including agents, commissionaires, customs brokers and other third parties involved, directly or indirectly, in implementing Agreement) will not accept, pay, offer or permit (authorize) to pay/accept any funds or transfer any valuables (including intangible assets), directly or indirectly, to any parties to influence their actions or decisions seeking to gain any unfair advantages, inter alia, bypassing procedures established by laws, or pursuing any other improper aims. If a Party suspects that any provisions of this section of Agreement were or may be violated, this Party undertakes to immediately notify the other Party of its suspicions in writing.

15.7. Force Majeure. Parties are released from liability for partial or full failure to discharge the obligations under Agreement, if such failure was caused by force majeure, including acts of God; natural and industrial disasters; acts of terrorism; hostilities; civil unrest; adoption by public bodies or local self-governments of acts prohibiting or restricting activities of Parties under Agreement; other circumstances that have arisen after Agreement was signed as a result of emergencies Parties could neither foresee nor prevent, which make it impossible to discharge (properly discharge) the obligations of Parties.

15.7.1. If force majeure occurs, each Party shall notify the other Party. The notice shall describe the nature of the force majeure and contain official documents certifying its existence and, if possible, evaluating its effect on the Party's ability to fulfill its contractual obligations.

15.7.2. If force majeure or its consequences last for one (1) month or more, either Party may unilaterally terminate Agreement.

15.8. Parties’ Details. If Parties change their name, their legal status, addresses and/or settlement details and make other changes that may affect the implementation of Agreement, a Party that made changes shall notify the other Party within five (5) calendar days from when such changes became effective.

15.9. Survival. Obligations of Parties, which, by their nature, shall remain in effect (including, but not limited to confidentiality and settlement obligations, obligations to use information), will survive the termination of this Agreement.

15.10. Conflicting Terms. If there is a conflict between the documents that make up this Agreement, Agreement shall prevail. If Yandex provides this Agreement in more than one language for the country of Customer’s billing address, and there is a discrepancy between the English text and the translated text, the English text will govern.

16. TERMS AND DEFINITIONS

“Accrual Period” means a calendar month unless otherwise agreed by the Parties. The first Accrual period is defined as the period from the Effective date of this Agreement to the last day of the month;

“Content” means data, text, programs, databases, music, sounds, photos, graphics, videos, messages, and other materials;

“Customer Content” means Content uploaded by Customer on the resources of Platform via Services;

“Effective Date” means the earlier of the date Customer first accepted this Agreement or starts to use Toloka Platform via Personal Account.

“Output” means the annotations and labels based upon the Customer Content that are returned to Customer through Toloka Platform.

“Personal Account” means the closed section of Toloka Platform, provided by Yandex to Customer for administering Services, including but not limited to order and manage Services; containing total records of Services ordered and used, billing information about Customer's payments made and amounts payable under Agreement, information on the status of Customer's Personal Account, Customer login details; providing means for Parties to exchange notices and messages; performing other actions required to make use of options of Platform. Personal Account has technological nature and does not have the status of a settlement or bank account;

“Service Rates” means the applicable fees for each billing unit of any Service. Links to Service Rates for a specific Service are set forth on Site or in Personal Account;

“Service Fees” means the aggregate fees based on Customer`s usage of Services and Service Rates;

“Site” means a website available online at https://toloka.ai, or https://toloka.yandex.com, https://toloka.yandex.ru, and https://toloka.yandex.com.tr as may be updated by Yandex from time to time;

“Toloka Platform” means Yandex software including the software interface of Personal Account, located on Site, and API that provides means to use Services;

“Task” means a request by Customer for Services to be performed on the Toloka Platfrom by Users. One Task constitutes a single request for Services to be provided.

“Requirements” means Customer’s requirements to Users that may perform Task, specified by Customer.

“Users” means Internet users registered at the Toloka Platform, which accepted the terms of the User Agreement. For the avoidance of doubt, Users do not constitute Subcontractors or Yandex Personnel under this Agreement. Users failing to comply with Task Requirements shall not be allowed to perform Tasks.