Terms of Offer


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

Toloka —

Toloka AI Inc, a Delaware corporation, doing business at 10 State street, Newburyport, MA 01950, United States, and


a legal entity, organized and doing business in the United States of America, or
an individual residing in the United States of America

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:

All documents listed above be deemed the integral parts of this Agreement and shall have the binding effect upon the Parties and referred together as “Agreement” hereafter.


1.1. Toloka will provide the Services (“Services” as further specified below) in accordance with the terms and conditions of this Agreement and as specified in the Customer’s Task set through the Toloka Platform and, if applicable, specified in the orders signed by both parties. The Parties agreed that Service Terms shall apply to relations between the Parties depending on the specific services ordered by the Customer. For clarity, in case of ordering several Services by the Customer the terms and conditions of Service Terms shall be applied jointly.

1.2. During the Term of this Agreement, Customer may access and use Toloka’s Platform. Toloka or its affiliate retains all rights, title and interest in and to the Platform, including without limitation all software included in and used within the Platform and all logos and trademarks reproduced through the Platform. This agreement does not grant to the Customer any license to the software included into the Platform, including: (a) any right to reproduce, modify, distribute, or publicly display or perform the software or (b) any other right to the software not specifically set forth herein.


2.1. Service Fees are net of all applicable taxes, unless expressly stated otherwise. The Parties acknowledge that they shall individually assess and pay for their own applicable taxes, import or export duty and similar charges (if any) resulting from this Agreement in accordance with the laws of the jurisdiction in which they carry on their business. If the legislation (standing before or after the date of this Agreement) of a Party provides that the amount of any tax, duty or similar charge is to be included in the Fees, the Fees shall be increased by the amount of the respective tax, duty or similar charge.

2.2. Toloka may provide Customer with discounts or pricing offerings based on the volume of the Services ordered by Customer, 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 Profile or addendums to this Agreement.


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

3.2. All upfront Service Fees for the Services will be invoiced in advance unless otherwise agreed in a written addendum to this Agreement. Parties may agree special payment terms and pricing offerings in addendums to this Agreement.

3.3. All invoices issued and/or generated under this Agreement are due and payable within ten (10) days from the invoice date. If any sums invoiced to the Customer by Toloka are not paid within the specified time limits set out in this clause, Toloka shall be entitled to suspend the Services until payment has been made in full.

3.4. Customer shall pay all applicable Service Fees and charges for usage of Services using one of the payment methods which Toloka supports. 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.


4.1. Toloka undertakes to:

4.1.1. provide Services to Customer as defined in the relevant Task using the interfaces of Toloka Platform or addendums signed by both parties;

4.2. Toloka is entitled to:

4.2.1. engage any third parties, including, but not limited to, Users, and to use any software for performing Tasks without Customer’s consent;

4.2.2. change name of Toloka Service and/or Toloka App Services at Toloka’s own decision;

4.2.3. check messages by Users concerning Customer Tasks in case of reasonable doubt that the Tasks contain errors and/or illegal content.

4.2.4. suspend the performance of Toloka’s obligations or refuse to perform them to the extent there are corresponding unfulfilled obligations of the Customer and/or 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 Toloka 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 of material breach of the Agreement.

4.2.5. if applicable, request from the Customer information necessary for Toloka to ensure due performance of Services;

4.2.6. refuse to provide the Services, if it is not technically possible or contradicts the Requestor Guide;

4.2.7. unilaterally modify and/or supplement Toloka Service Rates by way of posting amendments/addenda to or a revised version of the Rates on Toloka’s Platform or in Customer’s Profile;

4.2.8. withhold the fees for the Customer’s Tasks formed and later cancelled by Customer as Toloka’s liquidated damages.

4.3. Customer undertakes to:

4.3.1. receive Services pursuant to the provisions of Agreement and Requirements for each Task;

4.3.2. accept Services through Profile in accordance with Requestor’s guide;

4.3.3. pay the Fees for the Services as specified in this Agreement;

4.3.4. make no assignment fully or in part of the rights arising out of this Agreement unless otherwise agreed by the Parties in writing;

4.3.5. provide upon Toloka’s request the information necessary for due performance under this Agreement.


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

5.2. Subject to the terms hereof, Customer hereby grants to Toloka:

5.2.1. a royalty-free, fully paid-up, worldwide, irrevocable, non-transferable (except as set forth below), nonexclusive license to use the Customer Content and Output for the purpose of providing the Services under this Agreement for the Term of this Agreement; and

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

5.3. Customer hereby grants to Toloka a worldwide, royalty-free, fully paid-up, worldwide, irrevocable, non-transferrable, non-exclusive license to use the work product for internal training and education, internal product evaluation, testing and any other related purposes, and may provide certain proprietary materials and information for use in connection with the development of the work product.

5.4. If Toloka 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 anonymous to reasonably avoid identification of Customer, unless otherwise agreed by Customer in writing.

5.5. By way of example and without limitation, Toloka may:

5.5.1. 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;

5.5.2. analyze usage patterns for product development efforts; and

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

5.6. You further agree that Toloka 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 anonymous and/or aggregated data. Customer expressly retains all right, title and interest in and to the Customer Content, including all intellectual property rights therein.


6.1. Customer will defend and indemnify Toloka, its affiliates, agents, subcontractors, partners, licensors and each of their respective employees, officers, directors from any and all losses and liabilities 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) in connection with the Services; (b) Customer usage of Services (including any activities under Customer account and use by Customer employees and personnel); (c) breach of this Agreement or violation of applicable law by Customer (including by any person/entity under Customers account and/or Customers employees and personnel, including by unauthorized persons); (d) breach of any terms and conditions of Data Processing Agreement (together - “Indemnified Claims”).

Indemnified Claims include, without limitation, government enforcement actions.

Customer’s obligations above include: (i) settlement at Customer’s expense and payment of judgments finally awarded by a court of competent jurisdiction, as well as payment of court costs and other reasonable expenses; and (ii) reimbursement of reasonable attorney’s fees.

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

The obligation to indemnify applies only if Customer: (a) gives Toloka prompt written notice of the 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.

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 any applicable law; (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.


7.1. 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.

7.2. 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 has and will collect the Customer Content in compliance with all applicable law and regulations, including without limitation laws on privacy, security, and personal data, and Customer has and will obtain such consents or other legal basis as are required by applicable law and the Data Processing Agreement; (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 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; (f) Customer or its licensors own all rights, titles, and interests in and to Customer Content; (g) Customer has all rights in Content necessary to grant the rights contemplated by this Agreement; (i) Customer meets the requirements of applicable law in its activities.

7.2.1. 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 Toloka in writing.


7.3.1. Customer acknowledges that it is fully aware as at the time of entering into this Agreement of technical and functional specifications of the Services under this Agreement. The Services covered herein shall not be tailored to Customer and shall be provided without any guarantees, conditions, warranties or representations as to the Services or Output. To the extent permitted by law, Toloka and any third parties connected to Toloka hereby expressly exclude all guarantees, conditions, warranties, representations and other terms which might otherwise be implied by statute, common law or the law of equity.

7.3.2. Toloka does not guarantee, warrant or represent that:

  • the Services will be provided without error or interruptions;
  • the Services shall meet the Customer's expectations as regards its functionality and/or fitness for purpose including compliance with its business targets;
  • the use of the Output in business operations does not entail risks of losses including those caused by defects, mistakes, misconduct of third parties, and so on;
  • the technical description of the Services provided by Toloka as at the time of entering into this Agreement is full and complete.

The Customer is responsible and liable for ensuring that the Services and the Output comply with its business goals and objectives, intended purpose and tolerable degree of risk, and is solely responsible and liable for any consequences of its decisions.


7.3.4. Toloka is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of any data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.


8.1. Toloka is under no circumstances liable to Customer for lost profits, loss of business, contracts, anticipated savings, loss of revenue, loss of goodwill, loss of reputation, loss or use of data and/or any indirect, special, consequential, incidental, or punitive damages arising out or related to this Agreement.

8.2. Without limiting the generality of the foregoing, the entire financial liability of Toloka to the Customer under this Agreement shall not exceed 105% of the Fees paid by the Customer to Toloka for the Services related to the cause of such financial liability pursuant to this Agreement in the 12-month period immediately preceding the occurrence of the claim or series of claims.

8.3. The liabilities limited by sections 8.1 and 8.2 apply to all liabilities of Toloka, its officers, directors, employees, agents, affiliates, and any third party contractors, as well as: (a) to liability for negligence; (b) regardless of the form of action, whether in contract, tort, strict product liability, or otherwise; and (c) even if Toloka is aware or advised in advance of the possibility of damages in question and even if such damages were foreseeable.

8.4. Customer acknowledges and agrees that Toloka has based its pricing on and entered into this Agreement in reliance upon the limitations of liability and disclaimers of warranties and damages in the Chapters 6, 7, and 8, and that such terms form an essential basis of the bargain between the parties. If applicable law limits the application of any provision listed in the preceding sentence, Toloka’s liability will be limited to the maximum extent permissible.


9.1. This Agreement shall become effective on the date of its execution set forth on the first page of this Agreement and, unless terminated earlier pursuant to this Section 9, will last 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 sixty (60) days’ prior written notice of termination to the other Party.

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

9.3. Termination for Cause.

9.3.1. Toloka may terminate Agreement in its entirety or in partial immediately upon Customer’s material breach under Agreement 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.

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

9.4. If Customer does not agree with changes by Toloka to this Agreement, including Toloka’s Services Rates or any other document being an integral part of this Agreement, Customer may terminate this Agreement by notifying Toloka in writing within ten (10) calendar days since the notification on the changes by Toloka. Agreement shall be deemed terminated from the date when Toloka receives the Customer’s notice.

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

9.6. If there are unused funds on Customer’s Profile, Toloka 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 Toloka a scanned copy of such application for return. Toloka may withhold Service Fees payable by Customer, accrued liquidated damaged, and losses Toloka incurred as a result of Customer's failure to perform contractual obligations, from any amounts to be refunded to Customer.


10.1. Toloka may change the Agreement, Service Terms, Service Rates and Acceptable Use of Policy, and other Linked Documents unilaterally.

10.2. Toloka will notify Customer at least ten (10) calendar days prior to any changes to the Agreement, Service Terms, 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, in which case such changes will become effective immediately upon posting on Site, without prior notification.

10.3. Toloka will notify Customer on changes to the terms of this Agreement subject to 10.1 clause above via Profile or by sending an email to the email-address registered by Customer.

10.4. If Customer does not agree with the changes to this Agreement, Customer may terminate this Agreement by sending a written notice of termination or notification in the Customer’s Profile pursuant to the Section 9.4. After the expiry of ten (10) calendar days without such notice, this will be deemed as an acceptance of the changed terms by Customer.


11.1. 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.

11.2. 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 Massachusetts. The Parties irrevocable consent to the jurisdiction of, and venue in, such courts and waive any objection that such courts are an inconvenient forum. The foregoing shall not restrict the right of Toloka to seek injunction and (or) any other remedy by any other judicial authorities.


12.1. 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, 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 that are marked or identified as "confidential" or "proprietary" or with other similar words. Each party undertakes not to disclose or transfer to any third parties’ confidential information obtained from the other party, except as specified in the Agreement, stipulated by applicable law or agreed by the Parties in writing, and not to use the information for any purposes except as specified by the Agreement.

12.2. The Parties shall take organizational and technical measures to protect confidential information received in connection with the performance of this Agreement similar to those they take to protect their own Confidential Information, unless the laws of the jurisdiction of the Party hereto or the Agreement provides for other methods of Confidential information protection.

12.3. Neither Party’s obligations with respect to their treatment of Confidential Information shall 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 itself;
  • (d) the Parties agree in writing is not confidential and/or may be disclosed; or
  • (e) the receiving party can show was required to be disclosed by law, by any governmental or regulatory authority, or by a court or other authority of competent jurisdiction, provided, to the extent it is legally permitted to do so, the receiving party first gives the other party with sufficient opportunity to oppose such disclosure.

12.4. 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.

12.5. The following cases of disclosure of confidential information are not to be a breach of the Agreement:

  • (a) Information is to be disclosed under applicable law or regulatory, legal or administrative process, or 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) 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 provided such persons undertook to protect the confidentiality of the information with equal or higher level of protection as set forth by this Agreement;
  • (c) information provided to a Party's affiliates, if such disclosure to an affiliate is reasonably necessary to perform the party’s contractual obligations and the affiliate undertook to protect the confidentiality of information transferred under terms that ensure equal or higher level of protection as set forth by this Agreement;
  • (d) information provided to third parties involved in performance of the Services under this Agreement, if such parties undertook to protect the confidentiality of information transferred under terms that ensure equal or higher level of protection as set forth by this Agreement.

12.6. 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, except where applicable law requires to disclose the said information without Toloka’s consent.


13.1. Parties accept electronic communication, e-mails, and electronic documents (files) sent by Parties as a legal notice, if such communication is provided in ways specified hereto. Toloka is entitled to request the signed hard copies of any documents previously exchanged via electronic means.

13.2. Toloka 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 Customer’s Profile and/or by SMS messaging to a mobile phone number, provided by Customer in Profile. Unless otherwise set forth in this Agreement, notices which Toloka provides by posting on Site will be effective upon posting, and notices which Toloka provides by e-mail will be effective when Toloka sends the e-mail. It is Customer responsibility to update Customer e-mail address. Customer will be deemed to have received all messages sent to the e-mail associated with Customer Profile when Toloka sent the e-mail.

13.3. 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.

13.4. 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 as hardcopies bearing the manual signatures of authorized parties’ representatives.


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.

(a) Customer is not 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 any third parties or agents without the prior written consent of Toloka.

(b) 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.

(c) Toloka is entitled 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 to identify the Customer as a 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.

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; 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); and/or 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; 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 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.

14.9. Survival. Obligations of Parties, which, by their nature, shall remain in effect (including, but not limited to confidentiality and payment obligations, obligations to use of the 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, 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.

14.11. Entire Agreement. After signing this Agreement, all previous negotiations and correspondence related with the same subject shall be deemed null and void. 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. Each Party confirms that it has not relied on any representation, warranty or undertaking which is not contained in this Agreement.

14.12. Pre-action complaint procedure. If any disputes and differences arise out of this Agreement or in connection with the same between the Customer and Toloka, each party shall comply with the mandatory pre-action complaint procedure before filing any lawsuit in a competent court. A claim must be submitted in writing and shall be signed by a duly authorized representative of the claimant Party. A claim shall be considered within 10 (Ten) business days from the date of receipt. If a claim is not supported by necessary documents, the claimant shall be requested to present such documents on a specified due date. If the required documents are not received on the specified date, the claim shall be examined with reference to available documents. The claimant Party shall receive a written response to the claim signed by the authorized representative of the responding Party. Failure to send a response to the claim within 10 (Ten) business days from the date on which the claim has been received shall be deemed a refusal to satisfy the claim.


“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 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 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 Toloka Platform, provided by Toloka 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 Profile, Customer login details; providing means for Parties to exchange notices and messages; performing other actions required to make use of options of Platform. Profile has technological nature and does not have the status of an outstanding balance account or bank account.

“Services” means information and consulting services rendered by Toloka, 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.

“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.

“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.comhttps://toloka.yandex.ru, and https://toloka.yandex.com.tr as may be updated by Toloka from time to time.

“Toloka Platform” means Internet - based crowdsourcing platform, 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 Platform by Users or by using software tools. One Task constitutes a single request for Services to be provided.

“Requirements” means requirements to Users that may perform Task or requirements to Output, 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 Toloka Personnel under this Agreement. Users failing to comply with Task Requirements shall not be allowed to perform Tasks.

Date of Publication: August 01, 2022