Date of publication: May 29, 2023
Effective Date: July 08, 2023
This Agreement governs acquisition of the Services by Customers residing in the USA. Please use another version of Toloka Terms of Use, if you reside outside of the United States: https://toloka.ai/legal/customeragreement/.
Download in PDFThese Terms of Use (this “Agreement”) govern your use of the Toloka services, and any related software, code, or documentation (collectively, the “Services”) made available by Toloka AI, Inc.., a Delaware corporation, operating at 10 State street, Newburyport, MA 01950 (“Toloka”). BY CLICKING “I ACCEPT TOLOKA TERMS OF USE”, YOU AGREE ON BEHALF OF YOU AND YOUR ORGANIZATION (TOGETHER, “CUSTOMER”) TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICES.
Customer and Toloka are each individually referred to as “Party” and collectively referred to as the “Parties”.
Defined terms used in this Agreement with initial letters capitalized have the meaning given in Section 14 of this Agreement.
This Agreement incorporates the following additional terms:
1.1. Customer’s Rights to Use the Services; Restrictions. Subject to the terms and conditions of this Agreement, including the payment of all applicable fees, Customer may access and use the Services during the Term solely for Customer’s internal business purposes. Customer may not (a) interfere with or disrupt the Services or attempt to gain access to any systems or networks that connect to the Services (except as required to access and use the Services, and then only in accordance the terms of this Agreement); (b) use or authorize use of the Services, or any information obtained via the Services, for any purpose not specified in this Agreement, including, without limitation, the use of information obtained via the Services or any for the purpose of offering services to third parties that are competitive to the Services provided by Toloka hereunder; (c) copy, transfer, sell, lease, syndicate, sub-syndicate, lend, or use for co-branding, timesharing, service bureau, arbitrage or other unauthorized purposes the Services, or access thereto or information obtained therefrom; or (d) modify, prepare derivative works of, translate, reverse engineer, reverse compile, disassemble any of the Services, as applicable, or any portion thereof, or attempt to do any of the foregoing.
1.2. Ownership; No Implied Licenses. Customer acknowledges that, as between the Parties, Toloka and its affiliates own all right, title, and interest in and to the Services. Except to the extent set forth herein, (a) Toloka does not grant to Customer any license, express or implied, to Toloka’s intellectual property rights and (b) nothing in this Agreement or the performance thereof, or that might otherwise be implied by Law, will operate to grant either Party any right, title or interest, implied or otherwise, in or to the intellectual property rights of the other Party. Toloka, on behalf of itself, its affiliates, and its licensors, expressly reserves all intellectual property rights not expressly granted under this Agreement.
1.3. Provision of the Services. Toloka will provide the Services in accordance with the terms and conditions of this Agreement and as specified in the Customer’s Task set through the Toloka Platform and any other requirements mutually agreed by the Parties in writing.
2.1. Payment Terms. All amounts invoiced in accordance with this Agreement are due and payable without offset within ten (10) days from the invoice date. If any invoiced amounts are not paid in full within such time period, Toloka may, without limitation of its other rights and remedies, suspend the Services until payment has been made. All payments shall be invoiced and paid in U.S. Dollars.
2.2. Payment Methods. Customer shall pay all applicable Service Fees and charges for usage of Services using one of the payment methods supported by Toloka. Any banking charges levied on financial transactions made in fulfillment of this Agreement shall be payable 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.
2.3. Taxes. Customer is solely responsible for all taxes, fees, duties, and governmental assessments (except for taxes based on Toloka’s net income) that are imposed or become due in connection with the subject matter of the Agreement. Toloka may charge, and Customer will pay applicable federal, national, state or local sales or use taxes or value added taxes that Toloka is legally obligated to charge (“Taxes”), provided that such Taxes are stated on the invoice.
3.1. Customer will:
3.1.1. use the Services pursuant to the provisions of this Agreement for each Task;
3.1.2. use the Services in accordance with the Requestor’s Guide;
3.1.3. provide all information reasonably requested by Toloka, including to facilitate the Services and verify Customer’s compliance with this Agreement.
3.2. Toloka may suspend the Services under the following circumstances: (a) if Customer breaches these Terms, Special Terms, Requestor's Guide, Data Processing Agreement, or any applicable NDA or addendum entered by the Parties; (b) if Customer breaches any applicable law while using the Services. The suspension will last until complete elimination of the reason or circumstances causing such suspension. If Customer failed to fix the circumstances leading to suspension within three business days following Toloka's notice of suspension, Toloka may permanently terminate Services without right to refund.
4.1. Customer Content and Output. Except for the rights expressly granted in this Agreement, this Agreement does not grant to Toloka any rights concerning the Customer Content or Output, and Customer owns and reserves all right, title, and interest in and to the Customer Content and Output.
4.2. License Grants: Customer hereby grants to Toloka a royalty-free, fully paid-up, worldwide, non-transferable (except as set forth below), perpetual, irrevocable, nonexclusive license to:
4.2.1. use the Customer Content and Output during the Term for the purpose of providing the Services under this Agreement;
4.2.2. use anonymous Customer Content in order to operate, analyze, and improve the Services; and
4.2.3. use the Customer Content and Output for internal training and education, internal product evaluation, testing and any other related purposes.
4.3. Derived Data. Toloka may use and disclose for any purpose data that is derived from Customer Content and that does not reasonably identify Customer. By way of example and without limitation, Toloka may use such derived data to:
4.3.1. track the number of users and uses of Services on an anonymous aggregate basis as part of Toloka marketing efforts to publicize the statistics or aggregated data on usage of Toloka Platform;
4.3.2. analyze usage patterns for product development efforts; and
4.3.3. develop further analytic frameworks and application tools.
5.1. By Customer. Customer will indemnify and hold harmless Toloka, its Affiliates, and each of its and their agents, employees, officers, directors, and licensors from and against any and all losses, liabilities, damages, costs and expenses, including attorneys’ fees and costs, (collectively “Losses”) arising out of or relating to, and defend each of them from, any third-party claim, action, or proceeding, including any governmental proceeding, (each, a “Claim”) concerning: (a) any Customer Content (including but not limited to any claim that Customer Content infringes, violates, or misappropriates any third-party rights, database rights and/or trade secrets, errors, mistakes, or inaccuracies); (b) Customer's use of Services (including any activities under Customer’s account and use by Customer employees and personnel); (c) Customer’s breach of this Agreement or violation of any applicable law or governmental rule or regulation (including by any person/entity under Customer`s account, whether authorized by Customer or not); and (d) breach of any terms and conditions of Data Processing Agreement.
5.2. By Toloka. Toloka will indemnify and hold harmless Customer from and against any Losses awarded in a final judgment arising out of or relating to, and defend it from (or settle at Toloka’s expense), any Claim alleging that the Services infringe, violate, or misappropriate a third party’s intellectual property rights; provided that Customer (a) gives Toloka prompt written notice of such a Claim; (b) permits Toloka to control the defense and settlement of the Claim; and (c) reasonably cooperates with Toloka in the defense and settlement of the Claim. In no event may Customer agree to any settlement of any Claim without Toloka’s written consent. Toloka’s obligations under this Section 5.2 will not apply to the extent the Claim arises from: (a) Customer’s breach of this Agreement or violation of any applicable law or governmental rule, or regulation; (b) modifications to Toloka technology or Services by anyone other than Toloka; and (c) use of the Services in combination with any software or hardware neither provided nor authorized by Toloka.
6.1. Mutual. 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.
6.2. By Customer. Customer warrants, represents, and covenants that: (a) all details provided by Customer are accurate, and complete, and that Customer will keep such information current at all times during the Term; (b) Customer has collected and will collect the Customer Content in compliance with all applicable laws and governmental rules and regulations, including without limitation laws on privacy, security, and personal data, and Customer has and will obtain such consents or other legal permissions as are required by applicable law and the Data Processing Agreement; (c) Customer or its licensors own all right, title, and interest in and to the Customer Content or otherwise has all rights in Customer Content necessary to grant the rights granted by Customer under this Agreement; (d) Customer’s use of the Services will comply with all applicable laws and governmental rules and regulations; and (e) 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 U.S. 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. If Customer has a reasonable basis to believe that any of the foregoing warranties, representations, or covenants may no longer be true or has been breached, Customer shall immediately notify Toloka in writing.
6.3. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES SPECIFIED IN THIS AGREEMENT, CUSTOMER ACCEPTS THE SERVICES “AS IS”, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ANY IMPLIED WARANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. TOLOKA DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER’S NEEDS, BE UNINTERRUPTED OR ERROR FREE, OR FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT, DEVICE, SOFTWARE, OR OTHER MATERIALS. WITHOUT LIMITATION OF THE FOREGOING, TOLOKA WILL HAVE NO LIABILITY FOR: (A) ERRORS, MISTAKES, OR INACCURACIES OF THE SERVICES OR ANY CONTENT; (B) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES OR ANY OUTPUT; (C) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SERVICE; (D) ANY VIRUSES OR OTHER HARMFUL OR MALICIOUS CODE THAT MAY BE TRANSMITTED ON OR THROUGH THE SERVICES BY ANY THIRD PARTY; (D) ANY LOSS OF DATA; (E) ANY LOSS OR DAMAGE OF ANY KIND INCURRED RESULTING FROM THE USE OF ANY OUTPUT; OR (F) ANY THIRD-PARTY HARDWARE, SOFTWARE, OR SERVICES.
7.1. NO CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL TOLOKA OR ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STATUTORY OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM CUSTOMER (OR ANYONE USING CUSTOMER ACCOUNT'S) USE OF THE SERVICES.
7.2. LIMITATION ON DIRECT DAMAGES. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL TOLOKA’S CUMULATIVE AGGREGATE LIABILITY TO CUSTOMER EXCEED 100% OF THE FEES PAID BY CUSTOMER TO TOLOKA FOR THE SERVICES DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE OF THE CLAIM GIVING RISE TO SUCH LIABILITY.
7.3. BASIS OF THE BARGAIN. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE INDEMNITIES, WARRANTIES, DISCLAIMERS, AND LIMITATIONS OF LIABILITY IN SECTIONS 5, 6 AND 7 ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
8.1. Term. This Agreement shall become effective on the date of its acceptance and, unless terminated earlier pursuant to this Section, will last for one (1) year thereafter (the “Initial Term”). Unless earlier terminated, this Agreement will automatically renew on a month-to-month basis until either Party terminates this Agreement pursuant to this Section or by providing at least sixty (60) days’ prior written notice of termination to the other Party (the “Renewal Term”). “Term” means the Initial Term and the Renewal Term, if any.
8.2. Customer Termination for Convenience. Customer may terminate Agreement, with or without cause, by giving at least sixty (60) days’ prior written notice to Toloka, or as otherwise provided in this Agreement.
8.3. Termination for Cause.
8.3.1. By Toloka. Toloka may terminate this Agreement in whole or in part immediately if Customer materially breaches this Agreement and fails to cure such breach within three (3) days after receipt of written notice to Customer specifying the breach in reasonable detail.
8.3.2. By Customer. Customer may terminate this Agreement if Toloka materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice to Toloka specifying the breach in reasonable detail.
8.4. Effect of Termination; Survival. Upon the expiration or termination of this Agreement, Toloka will have no further obligations to Customer and Customer may no longer use Services. Customer shall remain liable for all unpaid Service Fees; provided that, if there are unused funds on Customer’s account, Toloka may apply such funds to any unpaid amounts. If unused funds remain, Toloka will return such funds to Customer within thirty (30) calendar days following the Customer’s written request. Without limitation of Toloka’s other rights and remedies, Toloka may withhold from such funds any amounts otherwise owed to Toloka, including damages incurred in connection with any breach by Customer of this Agreement. The obligations of Parties that, by their nature, are intended to remain in effect (including, but not limited to confidentiality and payment obligations, obligations to use of the information), will survive the expiration or termination of this Agreement; including but not limited to Sections 2, 4, 5, 6, 7, 10, 11 (in accordance with its terms), 12, 13 and this Section 8.4.
9.1. Changes to Terms. Toloka may change the Agreement, Special Terms, Service Rates, and other Linked Documents unilaterally. Toloka will notify Customer at least ten (10) calendar days prior to any changes become effective (“Change Notice”), except if the changes apply to new technical functionalities of Services or new Services, in which case such changes will become effective immediately upon posting on Site, without prior notification. Change Notice shall be given via Profile or by sending an email to the email-address registered by Customer.
9.2. Customer Termination Right. If Customer does not agree with changes to this Agreement, Customer may terminate this Agreement by sending a written notice of termination or notification in the Customer’s Profile within ten (10) calendar days following Change Notice is given. Failure to provide such notice of termination within such ten (10)-day period will be deemed acceptance of the changed terms by Customer.
10.1. Choice of Law. This Agreement, and all claims or defenses based on, arising out of, or related to this Agreement of the relationship of the Parties created hereby, including without limitation those arising from or related to the negotiation, execution, performance, or breach of this Agreement, whether sounding in contract, tort, law, equity, or otherwise, shall be governed by, and enforced in accordance with, the internal laws of the State of Massachusetts, without reference to its choice of law rules or any principle calling for application of the law of any other jurisdiction.
10.2. Dispute Resolution. Any controversy, claim, or dispute arising out of or related to this Agreement (or its interpretation, performance, or breach) or the Services, shall be solely and exclusively resolved according to the procedures set forth in this paragraph. If we are unable to resolve any Dispute through informal means, either party may initiate binding arbitration of such Dispute. The arbitration shall be initiated and conducted according to the JAMS/Endispute Comprehensive Arbitration Rules and Procedures in effect as of the date hereof, including the Optional Appeal Procedure provided for in such rules (the “Arbitration Rules”). The arbitration shall be conducted in the State of Massachusetts before a single neutral arbitrator appointed in accordance with the Arbitration Rules. The arbitrator’s decision shall be controlled by this Agreement. No Disputes may be arbitrated on a class or representative basis. Arbitration can decide only the individual Dispute and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated. BY ENTERING INTO THIS AGREEMENT, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO JOIN CLAIMS WITH THOSE OF OTHERS IN THE FORM OF A CLASS ACTION OR SIMILAR PROCEDURAL DEVICE. ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTED WITH THESE TERMS MUST BE ASSERTED INDIVIDUALLY. The arbitrator shall not have the power to award punitive damages against any party.
11.1. Confidential Information Defined. “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 security, identification/authentication, personal data, 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, individual discounts, research findings, and any other items.
11.2. Protection of Confidential Information. Each Party undertakes not to disclose or transfer to any third party any Confidential Information obtained from the other Party, except as permitted in the Agreement. The Parties shall take organizational and technical measures to protect Confidential Information of the disclosing Party similar to those they take to protect their own Confidential Information but shall exercise no less than reasonable care to prevent unauthorized access, disclosure, or use of such information.
11.3. Exceptions. The foregoing obligations shall not apply to information that:
(a) is, as of the time of its disclosure or thereafter by lawful means becomes, part of the public domain;
(b) was known to the receiving Party through lawful means, as of the time of its disclosure;
(c) the receiving Party can show was developed independently by it without use of reference to the disclosing Party’s Confidential Information; or
(d) the Parties agree in writing is not confidential and/or may be disclosed.
11.4. Duration. 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.
11.5. Permitted Disclosures. Notwithstanding the foregoing, a receiving Party may disclose the Confidential Information of the disclosing Party:
(a) if required under applicable law or regulatory, legal or administrative process, or pursuant to any order or mandate of a court or other governmental or municipal authority, only to the minimum extent required, and provided that the receiving Party first notifies disclosing Party of the disclosure (if not prohibited by applicable law). 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 or other confidential treatment;
(b) to auditors and external consultants provided such persons undertook to protect the confidentiality of the information with equal or higher level of protection as set forth in this Agreement;
(c) to a receiving Party's Affiliates, if such disclosure is reasonably necessary to perform the party’s contractual obligations or exercise its rights and the Affiliate undertook to protect the confidentiality of information transferred under terms requiring equal or higher level of protection as set forth by this Agreement;
(d) to third parties involved in the performance of the Services or payment processing under this Agreement, if such parties undertook to protect the confidentiality of information transferred under terms requiring equal or higher level of protection as set forth by this Agreement;
(e) to third-party marketplaces in case Customer purchases Toloka's Services via marketplace.
11.6. References to Agreement. Any references to Toloka as well as the terms and existence of this Agreement shall only be published or otherwise communicated to third parties or to the public with the prior written consent of Toloka.
12.1. By Toloka. Toloka may send any notices, messages, and documents to Customer by e-mail provided by Customer in Profile or by posting such notices, messages, and documents on Site and/or in Customer’s Profile. Unless otherwise set forth in this Agreement, notices that Toloka provides by posting on Site will be effective upon posting, and notices that Toloka provides by e-mail will be effective when sent. Customer will be deemed to have received all messages sent to the e-mail associated with Customer Profile when Toloka sent the e-mail. Customer shall maintain a current e-mail address in Profile at all times during the Term.
12.2. By Customer. Customer may send messages and notices to Toloka by Toloka’s e-mail specified on Site or via feedback forms available to Customer on Site or Profile. All legal notices must be in writing and signed by authorized representative of Customer. At Toloka’s request, Customer shall provide signed hard copies of any documents previously delivered via electronic means.
13.1. No Agency. The Parties are independent contractors. This Agreement does not create any agency, partnership, joint venture, employment, fiduciary, or any other similar relationship between Customer and Toloka.
13.2. Severability. Each provision of this Agreement shall be viewed as separate and distinct, and if any provision shall be deemed by a court of competent jurisdiction to be illegal, invalid or unenforceable, the court or arbitrator finding such illegality, invalidity or unenforceability shall modify or reform this Agreement to give as much effect as possible to such provision. Any provision which cannot be so modified or reformed shall be deleted and the remaining provisions of this Agreement shall continue in full force and effect.
13.3. 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. The waiver by any Party of any breach or default will not constitute a waiver of any different or subsequent breach or default.
13.4. Assignment. Customer may not assign, transfer, delegate, sell, or otherwise dispose of this Agreement, including, without limitation, by operation of law, without the prior written consent of the Toloka. Any purported assignment, transfer, delegation, sale or other disposition in contravention of this Section 13.4 including, without limitation, by operation of law, is void. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the Parties’ permitted successors and assigns. Toloka is entitled to mortgage, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or liabilities under this Agreement or in connection with the same to its affiliates or third parties without consent of the Customer.
13.5. Use of Customer Name. Customer authorizes Toloka to use a logo, trademark, trade name and/or name of Customer's website to identify the Customer as Toloka’s client for advertising and marketing purposes and without necessity to secure any additional consent of Customer and with no remuneration payable to Customer for such use.
13.6. Anti-Bribery. Toloka adheres to the principles and conditions of work set out in the Code of Business Conduct and Ethics in all its activities. Toloka expects its 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 at: https://toloka.ai/legal/codeofethics/.
The 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. The 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.
13.7. Force Majeure. Each Party is 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; epidemic or pandemic; acts of terrorism; hostilities; civil unrest; governmental acts prohibiting or restricting activities of Parties under Agreement; fire, flood, earthquake or other natural disaster, warfare, interruption or failure in telecommunications networks and facilities (including the internet or either party or their supply chain’s data centre) or a utility service (including electricity); mandatory compliance with any law or other circumstances beyond the reasonable control of the Parties irrespective of their similarity to or difference from those mentioned above; and/or other circumstances that have arisen after the Agreement was signed as a result of emergencies Parties could neither foresee nor prevent, which make it impossible to properly discharge the obligations of Parties (each, a “Force Majeure Event”). If a Force Majeure Event prevents performance for last for 30 days or longer, either Party may unilaterally terminate Agreement.
13.8. Parties’ Details. If Parties change their name, their legal status, addresses and/or payment details and/or make other changes that may affect the performance of Agreement, a Party that made changes shall notify the other Party within five (5) calendar days following the changes.
13.9. Conflicting Terms. If there is a conflict between the documents that make up this Agreement, the body of this Agreement shall prevail. If Toloka provides this Agreement in more than one language, and there is a discrepancy between the English text and the translated text, the English text will govern.
13.10. Entire Agreement. This Agreement including all the documents listed as integral parts of the Agreement contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements or understandings relating to their subject matter. Each Party confirms that it has not relied on any representation, warranty, or undertaking which is not contained in this Agreement.
13.11. Processing of Personal Data of the Parties’ Representatives. Parties agreed that to render Toloka services and manage the Agreement the personal data of the parties’ representatives may be processed. The Parties undertake to strictly comply with all applicable data protection law concerning such processing. Customer is to provide all required persons with the information set out in the Privacy Policy available at: https://toloka.ai/legal/confidential/.
“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.
“Affiliate” means any person that directly or indirectly controls, is controlled by, or is under common control with another person through one or more intermediaries or otherwise. The term "control" means having the power, directly or indirectly, to direct or cause the direction of the management and policies of a person, whether through ownership, by contract, or otherwise.
“Content” means data, text, programs, databases, music, sounds, photos, graphics, videos, messages, and other materials.
“Customer Content” means Content uploaded, collected and/or labeled by Customer on the resources of the Toloka Platform via Services.
“Effective Date” means the earlier of the date Customer first accepted this Agreement or starts to use Toloka Platform via Profile.
“Output” means the annotations and labels based upon the Customer Content that are returned to Customer through Toloka Platform.
“Profile” means the closed section of the Toloka Platform provided by Toloka to Customer for administering the 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 Profile, Customer login details; providing means for Parties to exchange notices and messages; performing other actions required to make use of options of Platform.
“Requirements”means requirements to Users that may perform Task or requirements to Output, specified by Customer.
“Service Fees”means the aggregate fees based on Customer`s usage of Services and Service Rates.
“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 Profile.
“Services” means information and consulting services rendered by Toloka under the Agreement, the result of which is the performing of the Customer’s Tasks by the Users and/or by using software tools through the Toloka Platform.
“Site” means a website available online at https://toloka.ai, or or other websites designated by Toloka as may be updated by Toloka from time to time.
“Task” means a request by Customer for Services to be performed on the Toloka Platform by Users or by using software tools. One Task constitutes a single request for Services to be provided.
"Toloka Platform" means the Internet - based crowdsourcing platform, located on the Site, and APIs and other resources that provides means to use Services.
“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 Toloka Personnel under this Agreement. Users failing to comply with Task Requirements shall not be allowed to perform Tasks.