14.1. No agency.
This Agreement does not create any agency, partnership relations, joint activity relations, employment, or any other relations between Customer and Toloka that are not expressly stipulated in Agreement.
14.2. 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.
14.3. 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.
14.4. Assignment. Agreement provides no assignment of any exclusive rights or no license granted by Toloka to Customer for any parts of Platform and Services, unless otherwise expressly stipulated in Agreement and the documents referred to in Agreement.
14.4.1. Customer may not assign any part of this Agreement or the documents referred to in Agreement without prior written consent of Toloka.
14.4.2. Customer confirms acceptance of Toloka's right to assign the rights to claim for Customer’s liabilities to third parties and submit necessary information about Customer outstanding liabilities.
14.5. Trademarks. Customer authorizes Toloka 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.
14.6. 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.
14.7. 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.
14.7.1. 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.
14.7.2. If force majeure or its consequences last for one (1) month or more, either Party may unilaterally terminate Agreement.
14.8. 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.
14.9. 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.
14.10. Conflicting Terms. If there is a conflict between the documents that make up this Agreement, Agreement shall prevail. If Toloka 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.
14.11. Entire Agreement.The Agreement constitutes the whole and only agreement between the parties relating to its subject matter and supersedes and excludes all prior agreements or arrangements made between them that relate to it.