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Toloka Platform Terms of Use

Date of publication: January 30, 2026
Effective Date: February 10, 2026

Toloka AI BV, a corporation incorporated and existing under the laws of The Netherlands, having its registered office at Claude Debussylaan 7, 1082MC Amsterdam, The Netherlands, KVK number 82041350, and its affiliates (collectively, “Toloka”, “Company”, “we”, or “us”) welcome you, the internet user registering on Toloka Platforms to access opportunities to provide freelance services (“Services”) in exchange for payment as described herein (“you”, “your” or “User”). You and Toloka are each individually referred to as a “Party” and collectively referred to as the “Parties”. These Terms govern your access to and use of the Toloka Platforms and the Services that you provide.

“The Toloka Platforms” means the internet-based platforms operated by Toloka, including mindrift.ai, we.toloka.ai, and toloka.ai and their respective subdomains, applications, APIs, mobile or web services, websites, or applications made generally available to you by Toloka.

“Task” means each discrete opportunity to provide Services that you accept through the Toloka Platforms, consisting of task-specific instructions, inputs, acceptance criteria, and quality expectations.

“Output” or “Deliverables” means the work product, data, content, models, annotations, labels, or other materials you create, develop, or provide when performing a Task.

“Customer” means a third-party individual or entity that, directly or indirectly, requests, receives, and purchases Services through the Toloka Platforms or by other means (for example, under a master services agreement).

These Terms consist of the terms and conditions set forth herein, and also incorporate by reference and include the following:

  1. the Toloka Platforms Privacy Notice;

  2. the Data Processing Agreement (“DPA”), to the extent it applies to you;

  3. the Supplier Code of Conduct;

  4. the terms, specifications and guidelines provided for each Task that you accept, including, but not limited to, any applicable Customer policies, procedures or guidelines; and

  5. any other agreement, policy, procedure, or guideline that we publish or make available on the Toloka Platforms or in connection with the Services, including any Task Terms.

BY CLICKING “I AGREE” OR A SIMILARLY NAMED BUTTON, REGISTERING FOR, OR ACCESSING, THE TOLOKA PLATFORMS, YOU ACCEPT THESE TERMS AND REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OLD OR THE AGE OF LEGAL MAJORITY IN YOUR JURISDICTION AND YOU HAVE AUTHORITY AND CAPACITY TO BIND YOURSELF TO THESE TERMS. PLEASE CAREFULLY READ THE TERMS, INCLUDING THE MUTUAL ARBITRATION PROVISION BELOW, AND THE PRIVACY NOTICE BEFORE USING THE TOLOKA PLATFORMS.

If you do not agree with any of these Terms, you are prohibited from using or accessing the Toloka Platforms.

Toloka AI BV, a corporation incorporated and existing under the laws of The Netherlands, having its registered office at Claude Debussylaan 7, 1082MC Amsterdam, The Netherlands, KVK number 82041350, and its affiliates (collectively, “Toloka”, “Company”, “we”, or “us”) welcome you, the internet user registering on Toloka Platforms to access opportunities to provide freelance services (“Services”) in exchange for payment as described herein (“you”, “your” or “User”). You and Toloka are each individually referred to as a “Party” and collectively referred to as the “Parties”. These Terms govern your access to and use of the Toloka Platforms and the Services that you provide.

“The Toloka Platforms” means the internet-based platforms operated by Toloka, including mindrift.ai, we.toloka.ai, and toloka.ai and their respective subdomains, applications, APIs, mobile or web services, websites, or applications made generally available to you by Toloka.

“Task” means each discrete opportunity to provide Services that you accept through the Toloka Platforms, consisting of task-specific instructions, inputs, acceptance criteria, and quality expectations.

“Output” or “Deliverables” means the work product, data, content, models, annotations, labels, or other materials you create, develop, or provide when performing a Task.

“Customer” means a third-party individual or entity that, directly or indirectly, requests, receives, and purchases Services through the Toloka Platforms or by other means (for example, under a master services agreement).

These Terms consist of the terms and conditions set forth herein, and also incorporate by reference and include the following:

  1. the Toloka Platforms Privacy Notice;

  2. the Data Processing Agreement (“DPA”), to the extent it applies to you;

  3. the Supplier Code of Conduct;

  4. the terms, specifications and guidelines provided for each Task that you accept, including, but not limited to, any applicable Customer policies, procedures or guidelines; and

  5. any other agreement, policy, procedure, or guideline that we publish or make available on the Toloka Platforms or in connection with the Services, including any Task Terms.

BY CLICKING “I AGREE” OR A SIMILARLY NAMED BUTTON, REGISTERING FOR, OR ACCESSING, THE TOLOKA PLATFORMS, YOU ACCEPT THESE TERMS AND REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OLD OR THE AGE OF LEGAL MAJORITY IN YOUR JURISDICTION AND YOU HAVE AUTHORITY AND CAPACITY TO BIND YOURSELF TO THESE TERMS. PLEASE CAREFULLY READ THE TERMS, INCLUDING THE MUTUAL ARBITRATION PROVISION BELOW, AND THE PRIVACY NOTICE BEFORE USING THE TOLOKA PLATFORMS.

If you do not agree with any of these Terms, you are prohibited from using or accessing the Toloka Platforms.

1. Eligibility, Representations, and Verifications. 

You represent and warrant that:

1.1. you have carefully read and understood these Terms;

1.2. you have the legal right and capacity, in accordance with applicable law, to enter into these Terms, and nothing restricts your ability to enter into a contract;

1.3. you are at least 18 years old or a person of legal majority age in accordance with the laws of both your country of citizenship and your country of residence. You may not fulfill Tasks on the Toloka Platforms unless you meet this requirement;

1.4. you have all required certificates, licenses and/or registrations needed to operate as an independent contractor and to perform the Services in your applicable jurisdiction;

1.5. you are registered as (to the extent required by applicable law) and shall otherwise act as a separate and independent business enterprise (for example, a sole proprietor or corporation) while you provide the Services;

1.6. neither you nor anyone acting for or on your behalf is, or is owned or controlled (directly or indirectly) by, a person or entity that is a target of Sanctions Laws (defined below), including any name on OFAC’s Specially Designated Nationals and Blocked Persons List, the United Kingdom (“UK”) Consolidated List, the European Union (“EU”) Consolidated Financial Sanctions List, the Swiss sanctions lists, or any other applicable sanctions list (collectively, “Restricted Party Lists”);

1.7. you will not access the Toloka Platforms from, provide Services from, be resident in, or route payments to or from any payout account located in any jurisdiction that Toloka designates as restricted or subject to enhanced due diligence under its sanctions and jurisdiction risk policies (“Restricted Jurisdictions” and “EDD Jurisdictions”). Toloka maintains an up‑to‑date list of such jurisdictions in its sanctions or jurisdiction policy pages and may update that list from time to time to reflect legal or risk changes. Your continued use of the Toloka Platforms after such an update constitutes notice of the updated list; and

1.8. you will immediately, and in any event within five (5) business days, notify Toloka in writing of any breach of the above representations or any change in facts making them inaccurate, and describe the relevant facts, timing, and remedial steps.

1.9. Furthermore, the following shall apply:

1.9.1. “Verifications” means identity checks, age or eligibility checks, sanctions and compliance screenings, background or criminal record checks, fraud checks, or other screenings that Toloka may conduct in accordance with applicable law, at any time, including when you register, before granting access to certain Tasks or features, and on an ongoing or ad hoc basis, where permitted by law. 

1.9.2. By accepting these Terms, you consent to such Verifications and to Toloka obtaining information from relevant third‑party providers and public records for that purpose, to the extent permitted by applicable law; and

1.9.3. You may withdraw your consent to Verifications at any time by written notice via the channels identified in the Privacy Notice. If you refuse or withdraw consent where Verifications are required by law, by a Customer, or by Toloka’s risk policies, Toloka may limit, suspend, or terminate your access to some or all of the Toloka Platforms and may terminate these Terms in accordance with Section 16 (Term and Termination).

2. Use of the Toloka Platforms; Prohibited Conduct. 

2.1. You may access and use the Toloka Platforms solely to register, maintain your account, and perform Tasks in accordance with these Terms, the Task terms, and applicable law. You agree that you will not:

 2.1.1 attempt to gain unauthorized access to the Toloka Platforms or related systems;

 2.1.2. interfere with or disrupt the operation or security of the Toloka Platforms;

 2.1.3. use automated methods (including bots, scripts, or AI agents) to perform Tasks, unless expressly permitted in the applicable Task terms;

 2.1.4. circumvent, or attempt to circumvent, any technical or geographic restrictions, eligibility filters, quality controls, or sanctions controls applied by Toloka;

 2.1.5. use the Toloka Platforms to engage in fraud, misrepresentation, or any unlawful activity; or

 2.1.6. share, sell, or transfer your account, credentials, or access tokens to any third party.

2.2. Investigation and Enforcement. Toloka may (but is not obligated to) investigate any suspected breach of these Terms and/or review any complaints from or with respect to you in connection with these Terms, and may take any measures it reasonably deems appropriate, including suspending, limiting, or terminating your access to the Toloka Platforms or specific Tasks.

2.3. Permitted Purpose. You agree to use the Toloka Platforms solely for the purposes specified in these Terms.

3. Covenants and Other Obligations. 

You agree that:

3.1. you will comply with all applicable sanctions, export control, and trade compliance laws and regulations of any relevant jurisdiction, including without limitation those administered or imposed by the United States, EU, UK, and/or Switzerland (as applicable), as well as any equivalent laws of any other jurisdiction in which you operate, or from which goods, software, technology or services are supplied, including, but not limited to, the US Department of Treasury’s Office of Foreign Assets Control (“OFAC”) regulations (31 C.F.R. Chapter V) (collectively, “Sanctions Laws”);

3.2. you will not, in violation of Sanctions Laws, provide to Toloka any goods, software, technology, or services sourced in whole or in part, directly or indirectly, from any Restricted Jurisdiction or EDD Jurisdiction;

3.3. you are not in violation of any applicable laws and will comply with all applicable laws while providing Services and accessing the Toloka Platforms;

3.4. you will not provide any Services while physically present in a Restricted Jurisdiction or EDD Jurisdiction, or other countries where the Toloka Platforms are unavailable or where performance would violate Sanctions Laws;

3.5. you will not use VPNs, proxies, or other methods to obfuscate or misrepresent your location or identity, including to circumvent geographical restrictions, export controls, or Sanctions Laws;

3.6. if you engage in any activity in violation of Sanctions Laws in connection with the Services, including transacting with an embargoed country or region or a person identified on the Restricted Party Lists, Toloka may immediately terminate these Terms and block your access to the Toloka Platforms, and may temporarily freeze or delay Payments or payouts while it investigates or complies with legal obligations, without prejudice to any other rights or remedies;

3.7. if you refuse, fail, or withdraw consent for any required Verification, Toloka may, where permitted by law, limit, suspend, or terminate these terms, resulting in termination of your access to the Toloka Platforms, as described in Section 16 (Term and Termination);

3.8. you will obtain, at your own expense, any authorizations, permits, certificates, licenses, registrations, or declarations necessary to perform the Services; and

3.9. you are responsible for providing all equipment, tools, and materials necessary to perform the Services and for all associated expenses.

4. Explicit Content

4.1. You understand that content you may have access to on the Toloka Platforms, including the Tasks themselves, may comprise, contain, or produce strong language, discriminatory content, violence, obscene, abusive, sexual, sensitive, or pornographic content (“Explicit Content”).

4.2. You are never required to review Explicit Content in connection with the Services. Accepting Tasks with Explicit Content is entirely voluntary, and you may opt out of any such Task at any time without penalty. You may stop performing a Task that involves Explicit Content at any time, and Toloka will not treat that as misconduct; Payment will be handled in accordance with the applicable Task terms.

4.3. You can also exclude yourself from Explicit Content entirely by unchecking the checkbox “I agree to perform Tasks with adult content” in the settings of your account on the Toloka Platforms.

4.4. You should report any content you believe is illegal, as well as any unauthorized Explicit Content, by checking the applicable checkbox on the Task page or via the Feedback section on the Toloka Platforms.

5. Third Party Websites.  

The Toloka Platforms may contain links to websites or platforms operated by third parties, including Customers. Toloka makes no representations or warranties, and assumes no responsibility or liability, regarding any information, materials, opinions, statements, advertising, products, services, availability, or other content on such third‑party websites. Your access to and use of third‑party websites is at your sole risk and is governed by their respective terms and privacy policies.

6. Non‑Exclusivity; No Minimums

6.1. Toloka does not restrict your right or ability to perform services for others, including competitors, your employer, your clients, or through other crowdsourcing services or any other means.

6.2. You are not obligated to perform any minimum amount of Services or complete any minimum number of Tasks as a condition of maintaining access to the Toloka Platforms, and Toloka is not required to offer you any minimum amount of Services or Tasks. Toloka does not guarantee any minimum number of Tasks, minimum income, or ongoing availability of work.

7. Independent Contractor Status

7.1. You represent and warrant that you are an independent contractor customarily engaged in an independently established trade, occupation, or business of providing the Services, that are separate and distinct from Toloka’s business.

7.2. You provide the Services as an independent contractor, not as an employee, worker, agent, or representative of Toloka or any Customer. Nothing in these Terms creates any employment, agency, joint venture, or partnership relationship between you and Toloka or any Customer.

7.3. You have no authority to bind Toloka or any Customer, and you must not represent otherwise to any third party. You are solely responsible for all costs and expenses incurred in performing the Services, and for complying with all applicable tax, social security, and employment obligations in your jurisdiction (including registration as a self‑employed person or business where required).

7.4. You are not entitled to salary, overtime, vacation, paid leave, disability, retirement benefits, health insurance, unemployment insurance, workers’ compensation, or any other benefits provided to Toloka’s employees under applicable law. Unless required by law, Toloka will not provide unemployment insurance or workers’ compensation coverage for you. You understand that you are responsible for reporting and paying all income, payroll, and other taxes arising from the Payments you receive.

8. Registration; Use of Your Account; Performance of Tasks

8.1. Account Creation. To use the Toloka Platforms, you must create an account and set a user name and password. You may only create one account. If you resume use of the Toloka Platforms after a period of inactivity, you must use your previously registered account and may not register a new account.

8.2. Account Access and Security. For the safety and security of the Toloka Platforms, you may not grant any third party access to your account or allow any third party to provide Services or complete Tasks on your behalf using your account. You are fully liable for maintaining the confidentiality and integrity of your credentials, including your password, and for preventing disclosure to third parties. You are fully responsible for all actions taken on the Toloka Platforms using your account.

8.3. Performance of Services.

 8.3.1. Identity, Accuracy, and Affiliation. You acknowledge and agree that you are providing the Services under your own name (or the name of your business) and on your own behalf. You agree that the account information you provide – including your identity, qualifications, experience, and location – is accurate, and that providing inaccurate information is a breach of these Terms. You agree not to use routing, VPNs, or proxy services to disguise your location or identity. Further, your account information will not indicate any affiliation with Toloka or the Toloka Platforms. You will not state or imply that actions you take in performing the Services are on behalf of, endorsed by, or under the direction or control of Toloka or the administrators of the Toloka Platforms.

 8.3.2. Standards. You agree to perform the Services, Tasks and any other work product you deliver consistent with any scope of work, terms, or other specifications provided, including any accuracy, quality, and timeliness requirements. The repeated failure to meet these standards constitutes a breach of these Terms. You further understand that it is a breach of these Terms to provide the Services by using automated methods (for example, AI agents, scripts, or robots), unless otherwise expressly permitted in the terms of the corresponding Task. Toloka and/or its Customers, as may be applicable, reserve the right to confirm the accuracy of the Services, Tasks and other deliverables.

 8.3.3. Independent Contractor Control. As an independent contractor, you have the sole right to control the manner, means and method of your performance of the Services, including which Tasks you agree to perform, and the time and means by which you perform the Tasks, subject only to your agreement to comply with these Terms and any other applicable terms, specifications and guidelines for the Tasks you choose to perform. You have the right to accept or reject any Task offered to you. Toloka shall not, and shall have no right to, supervise, direct or control you in the performance of the Services or to impose working‑time schedules characteristic of employment relationships.

 8.3.4. Time Tracking. Toloka may implement automated time‑tracking software (“Time‑Tracking Tools”) solely to (a) ensure accurate time‑based payment and invoicing, and (b) detect and prevent fraud or abuse in connection with the Services (“Time‑Tracking Data”). Use of any Time‑Tracking Tools is strictly limited to confirming hours worked and/or delivery timestamps and preventing fraud. Time‑Tracking Tools shall not be used to control the manner or means of your performance of the Services, or for supervision, productivity scoring, performance management or disciplinary evaluation, nor to impose working‑time schedules characteristic of employment. Toloka will not require continuous monitoring or real‑time observation of work performance. Toloka will not require continuous monitoring or real‑time observation of work performance. Time‑Tracking Tools will not continuously monitor your device outside the Task‑specific environment. In the EU, processing of Time‑Tracking Data is based on Article 6(1)(b) GDPR (performance of the contract) and/or Article 6(1)(f) GDPR (legitimate interests of accurate billing and fraud prevention).

8.3.5. Virtual Environments and Usage Data. Certain Tasks may require you to use Toloka’s virtual environment(s) (for example, “Toloka Partners”) and will be subject to additional Usage Data Terms that describe in more detail what Usage Data is collected in those environments and how it is used. By accepting such a Task, you consent to the collection and use of Usage Data as described in those Usage Data Terms. Usage Data collection is limited to the Task‑specific environment and does not involve continuous monitoring of unrelated personal applications or websites on your device. You are free to accept or decline any Task requiring use of Toloka Partners; if you do not consent, you should decline the Task.

9. Communication Channels.

9.1 Project Participation and Communication Channels. Toloka may designate one or more third‑party services to deliver project communications, including, but not limited to, Discord (collectively, “Communication Channels”) for specific Tasks to provide project instructions, assets, updates, and FAQs. For those Tasks, participation in the designated Communication Channel may be required to access project materials. For the avoidance of doubt, communications via Communication Channels are limited to providing project materials, acceptance criteria, and timelines. They do not create or evidence supervision or control over the manner or means of your performance of the Services.

9.2. Reduced Functionality. If you elect not to use a Communication Channel for a particular Task, related features or that Task may be unavailable to you. Toloka has no obligation to provide alternative delivery methods.

9.3. Reasonable Alternatives. If you are unable to access a required Communication Channel due to documented legal, accessibility, or security restrictions, you must notify Toloka promptly. Where reasonably practicable, Toloka may provide an alternative mechanism to access project materials, but is not obligated to offer an equivalent alternative.

9.4. Rules and Community Standards. When using Communication Channels, you must follow the applicable provider’s rules and Toloka’s community standards. Toloka may, in its sole discretion, suspend, limit, or remove your access to any task‑specific Communication Channel or to Toloka‑operated Discord servers, including permanently, upon task completion or for violations of such rules or standards.

10. Payment for Tasks

10.1. Payment Timing. If you complete a Task in accordance with these Terms and the applicable Task terms, and Toloka and/or the Customer accepts your Output, you will be entitled to the payment amount set forth in the Task terms (the “Payment”). Toloka will transfer the Payment for that Task to the applicable third‑party payment processor using the payout details you provide, within 30 days after acceptance or any shorter period required by applicable law. Toloka will use reasonable efforts to review submitted Tasks, or facilitate review by the Customer, within 7 days after submission, but this timeline is not a guarantee unless required by law or specified in the Task terms.

10.2. Rejections and Partial Payments. A Task may be rejected by Toloka or the Customer if Toloka or the Customer determines, in their good faith and reasonable discretion, that the Task: (a) (i) does not meet the terms, specifications or guidelines associated with the respective Task, including with respect to timeliness or quality, and (ii) is unusable by Toloka or the Customer; or (b) was produced in whole or in part based on fraudulent conduct or prohibited automation. Except in instances of fraud, if Toloka and/or the Customer rejects your submitted Task, you may receive an opportunity to edit and resubmit the Task. You understand you will not receive any additional compensation for this as you are an independent contractor and bear the financial risk of your Services. Toloka and/or the Customer shall have no obligation to remit the Payment if your submitted or re‑submitted Tasks, as applicable, are rejected. However, to the extent any portion of the Task is usable, as determined by Toloka or the Customer in their good faith and reasonable discretion, you will be entitled to partial Payment commensurate with the proportion of the Task that is usable.

 10.2.1. If your Task is rejected and you disagree with the decision, you must submit your objections via the Toloka Platforms (identifying the Task) within 7 calendar days after the rejection notice. Objections submitted after this period may not be considered.

 10.2.2. Provided your objections have been timely submitted, Toloka will consider the objections and/or communicate them to the Customer within 14 calendar days from the date when you have communicated your objections.

 10.2.3. If Toloka and/or the Customer decides to accept the Task or modify the decision to reject the Task, you will be informed of that decision.

10.3. Payment Errors. If you believe there is an error with any Payment, you must promptly contact Toloka Support via the Toloka Platforms within 7 calendar days after the Payment is transferred to the third‑party payment processor. If you do not notify Toloka within this period, you are deemed to have accepted the Payment and waive related claims, to the extent permitted by law.

10.4. Task Cancelation. If you have completed or partially completed a Task in accordance with these Terms and the Task terms, specifications and guidelines, and that Task is canceled or becomes unusable through no fault of your own, as determined by Toloka in its reasonable discretion, you will be entitled to full or partial Payment commensurate with the portion of the Task that you have completed.

10.5. Task Data. Certain Tasks may entail collecting data from you regarding how you completed the Task, such as tracking keystrokes, internet usage, time needed to complete the Task, and related metrics (“Task Data”). If a Task entails collection of Task Data, you will be notified in advance of your acceptance of the Task. Your acceptance of any such Task is optional, and you may decline such Tasks without penalty. If you opt to accept such a Task, you may be eligible to receive additional payment in exchange for the Task Data that is collected. Toloka shall not and has no right to use any Task Data collected in this manner to supervise, direct or control you in the performance of the Services, to impose working‑time schedules, or for productivity scoring or disciplinary evaluation. Toloka may use the Task Data to verify compliance with these Terms.

10.6. Assessments. You understand that to access the Toloka Platforms and to determine your eligibility for certain Tasks, you may need to complete a skills assessment to confirm your qualifications. Participation in such assessments is optional and not required to maintain your account, but may be required for eligibility for specific Tasks or projects. You understand and agree that you are not entitled to Payment for participation in such assessments, except as otherwise specified by Toloka.

10.7. Third Party Payment Processor. Your Payments may be withdrawn from your account with the applicable third‑party payment processor in accordance with the terms and conditions of that third‑party payment processor, including any terms with respect to fees. You agree that Toloka’s transfer of the Payment for approved Tasks to the applicable third‑party payment processor using the account information that you provide is sufficient to comply with Toloka’s payment obligations under these Terms. You agree to comply with the third‑party payment processor’s terms and conditions. Toloka bears no responsibility and waives any and all liability with respect to any payment issues or other disputes arising from any act or omission of the third‑party payment processor or your failure to provide accurate account information or comply with the third‑party payment processor’s terms and conditions.

10.8. Currency. Payment shall be made in US dollars or, if required by the applicable third‑party payment processor based outside of the US, another currency in accordance with the terms and conditions of the applicable third‑party payment processor. You understand that Toloka is not responsible for any foreign exchange fluctuation between local currency and the US dollar or any timing issue that may affect the value of the Payments made to you.

10.9. Tax. Toloka shall not bear any liability for tax deductions related to the Payments or any other money paid to you in connection with these Terms. You shall be fully liable for the calculation, deduction, payment and reporting of any taxes and dues to appropriate authorities, including with respect to sales tax, value‑added tax, individual income tax and other taxes, dues, duties, insurance contributions and other charges, assessed, accumulated or payable for any reason in connection with any Payment, the provision of the Services, use of the Toloka Platforms, any of your actions and omissions, as well as actions and omissions of your affiliates.

10.10. Adequate and Sufficient Payment. You agree that the Payment specified for the Task shall be adequate and sufficient payment for the provided Services and any information and/or exclusive rights to intellectual property provided by you. All obligations of Toloka and/or any Customer to pay you any sums in connection with your provision of the Services are fulfilled upon the date that Payment for an accepted Task has been transferred to your account with the applicable third‑party payment processor. For purposes of any applicable law governing freelance workers, you agree that the value of the Services you provide pursuant to these Terms is equivalent to the Payments you receive for accepted Tasks.

10.11. Failure to Withdraw. You agree that if you fail to withdraw any Payment from your account with the applicable third‑party payment processor within 3 years from the date Toloka transfers that Payment to the third‑party payment processor, Toloka has the right to reverse the transfer of that Payment. In the event this occurs, you may contact Toloka and request the Payment by a different method. Toloka will not retroactively claw back or offset Payments for accepted Tasks performed in good faith and in compliance with these Terms, but may offset or claw back Payments in cases of confirmed fraud, identity misrepresentation, or other serious violations of these Terms, to the extent permitted by applicable law.

11. Intellectual Property Rights

11.1. Ownership. As between the parties, Toloka owns all right, title, and interest in and to the Toloka Platforms and any tools, datasets, prompts, taxonomies, labeling guides, specifications, instructions, evaluation rubrics, software, and other materials provided or made available by or on behalf of Toloka (“Toloka Materials”), including all intellectual property and proprietary rights therein. No rights are granted to you except for the limited rights necessary to perform the Services. As between the parties, the applicable Customer owns all right, title, and interest in and to all data, content, specifications, instructions, software, and other materials provided or made available by or on behalf of that Customer (“Customer Materials”), including all intellectual property and proprietary rights therein. No rights are granted to you except for the limited rights necessary to perform the Services. For clarity, nothing in this Section transfers ownership of Toloka Materials to a Customer or you, or of Customer Materials to Toloka or you.

11.2. IP Definitions. 

“Deliverables” means any work product, data, content, models, annotations, code, documentation, inventions, discoveries, ideas, techniques, processes, feedback, and other materials that you create, develop, author, or provide in connection with the Services or a Task, in any form or medium.

 “Background IP” means intellectual property owned or controlled by you that was conceived, developed, or reduced to practice (i) prior to performing the Services, or (ii) independently of the Services without use of Toloka Materials, Customer Materials, or Confidential Information. Examples of Background IP include your pre‑existing code libraries, templates, domain know‑how, and tools you developed outside the Toloka Platforms.

“Service Data” means any data, logs, events, click‑streams, telemetry, interaction records, performance metrics, usage statistics, behavioral signals, and related metadata generated, captured, derived, or otherwise collected by or on behalf of Toloka in connection with your performance of the Services and use of the Toloka Platforms, including any de‑identified, aggregated, or anonymized outputs thereof. Service Data does not include your pre‑existing IP or know‑how.

“Usage Data” means Service Data collected when you use Toloka’s virtual environment(s) for Tasks, such as “Toloka Partners”, including Session‑bounded technical signals about how a Task was completed in the virtual environment (for example, screenshots taken in the virtual environment, mouse and keyboard events, app and window context, navigation, scrolling, clipboard change metadata, browser file transfer events, timing and window context signals, and the text you type during a Session, with password fields and known secure inputs masked for your privacy).

11.3. Work‑Made‑For‑Hire and Assignment. To the fullest extent permitted by law, and where applicable, each Deliverable will be considered a “work made for hire” for the benefit of the designated owner (Toloka or the applicable Customer, as specified in the applicable Task terms or, if not specified, the Customer on whose behalf the Task is performed). To the extent any Deliverable (or any portion) does not qualify as a work made for hire, you hereby irrevocably assign, transfer, and convey to Toloka, for itself and/or as designee for the applicable Customer, upon creation and without further consideration, all worldwide right, title, and interest in and to such Deliverable, including all intellectual property and proprietary rights and all claims for past, present, and future infringement or misappropriation. This is a present assignment of future rights intended to vest ownership immediately upon creation. Without attribution to you, Toloka and the applicable Customer may use, reproduce, modify, adapt, abridge, make public, combine with other works, create derivative works from, perform, display, distribute, and otherwise exploit the Deliverables.

11.4. License Back. If, notwithstanding the foregoing, any right in a Deliverable does not vest in Toloka or the applicable Customer, you grant Toloka a perpetual, irrevocable, worldwide, royalty‑free, fully paid‑up, transferable, and sublicensable license to use, reproduce, modify, create derivative works of, perform, display, distribute, and otherwise exploit such Deliverable for Toloka’s and the applicable Customer’s business purposes.

11.5. Background and Third‑Party Materials. Background IP remains your property. To the extent Background IP or approved third‑party materials are embedded in the Deliverables and necessary for the Customer or Toloka to use the Deliverables as intended, you grant the designated owner a non‑exclusive, worldwide, perpetual, royalty‑free license to use such Background IP and third‑party materials solely as incorporated in the Deliverables. You will not include any third‑party materials that require attribution, source code disclosure, or payment of additional fees, unless expressly approved by Toloka in writing.

11.6. Moral Rights. To the fullest extent permitted by law, you irrevocably waive, and agree not to assert, any moral rights or similar rights of attribution, integrity, disclosure, or withdrawal in the Deliverables, and consent to any acts or omissions by Toloka or its Customers that may otherwise infringe such rights. Where such rights cannot be waived, you agree not to exercise them in a way that would interfere with Toloka’s or a Customer’s use of the Deliverables.

11.7. Further Assurances. You will execute and deliver any documents and take any actions reasonably requested by Toloka to perfect, record, or enforce the rights granted under this Section. If you fail to do so, you appoint Toloka as your attorney‑in‑fact to sign such documents on your behalf, to the extent permitted by law. In instances where the transfer of certain intellectual property rights is not possible (for example, due to mandatory legal restrictions), you hereby grant to Toloka or the Customer (as applicable) an exclusive, worldwide, perpetual, irrevocable, royalty‑free, transferable license, with the right to sublicense, to use such intellectual property. This license includes the rights to use, reproduce, modify, display, perform, distribute, and create derivative works from the intellectual property.

11.8. Non‑Infringement. You represent and warrant that the Deliverables do not infringe upon any third‑party rights and that you are the sole right‑holder with respect to the Deliverables and are entitled to transfer the rights to the Deliverables as stated in these Terms, without obtaining consent of third parties. The Deliverables will be free of liens, encumbrances, and claims.

11.9. Service Data. As between the parties, Toloka owns all right, title, and interest in and to Service Data and Usage Data. Toloka may use Service Data and Usage Data for any lawful purpose, including security, fraud prevention, billing and invoicing, service operations, quality assurance, analytics, and improvement, as described in the Privacy Notice and in accordance with applicable law. Toloka may collect, generate, derive, de-identify, pseudonymize, and aggregate Service Data and Usage Data, and may use and disclose de‑identified or aggregated outputs for any lawful purpose. Service Data and Usage Data do not include your Background IP or personal notes, except to the extent they are embedded in telemetry captured by Toloka’s systems, and Toloka acquires no ownership in such Background IP. If and only to the extent necessary for you to perform the Services, Toloka grants you a limited, non‑exclusive, non‑ transferable, revocable license to access and use Service Data solely to perform the Services, including data minimization and storage‑limitation principles. No other rights are granted or implied. Toloka’s ownership under this Section 11.9 does not pertain to personal data, but only to the non‑personal elements of Service Data and Usage Data. Any processing of personal data within Service Data or Usage Data shall be carried out strictly in compliance with applicable data protection law and the DPA

11.10. You hereby grant Toloka a non‑exclusive, irrevocable, perpetual, transferable, sublicensable (through one or more tiers) license to copy, use and modify such Feedback and to make, have made, use, import, offer to sell and sell any products or services, including the Toloka Platforms, incorporating such suggestions, without acknowledgment or compensation to you. “Feedback” means suggestions about or feedback regarding the Toloka Platforms or any ideas for prospective products or services. 

11.11. The compensation specified and Payments received for accepted Tasks constitutes full consideration for the assignment and licenses granted under this Section 11. No additional fees are owed by Toloka or its Customers for their exercise of rights in the Deliverables or approved Background IP or third‑party materials. Furthermore, you are not entitled to separate or additional compensation for the creation, collection, assignment or use of Service Data or Usage Data.

12. Confidentiality

12.1. All information to which you obtain access while providing the Services and/or using the Toloka Platforms (in particular, the terms, specifications and guidelines of any Task) shall be deemed confidential, including: scientific and technical, technological, industrial, financial and economic or other information, including, but not limited to, information security tools and identification, authentication, authorization (usernames, passwords, etc.), statistical information, personal data, information about Toloka and/or our Customers, including their identity, Tasks, products, services, and any Customer information provided to you, in any form (oral, written, electronic, or other), to which there is no free access on a legal basis, as well as information explicitly designated as confidential on the Toloka Platforms.

12.2. You agree not to disclose such information, that is, not to transmit, report or grant access to any person who does not have legal access to such information in any possible form (oral, written, including using technical means, for example, publishing it in whole or in part on the internet, posting videos on YouTube, posting information on social networks, etc.) throughout the period of time while you have an account on the Toloka Platforms and for five years after the termination of these Terms or the date your account is deleted, whichever is later. Your obligation not to publish and/or disclose to third parties any personal data you received access to during your performance of the Services shall remain in force indefinitely. This obligation applies to any information obtained by you in the course of your provision of the Services via the Toloka Platforms or during use of the Toloka Platforms, except where you are required to disclose such information to public agencies upon request in accordance with the requirements of applicable law.

12.3. To ensure the privacy of unrelated third parties, when performing field tasks, you agree not to take photos and/or video recordings of any individuals and/or license plate numbers of any vehicles. “Field tasks” means offline tasks posted on the Toloka Platforms, including, but not limited to, collecting data about organizations (working hours or menus), monitoring pedestrian transport, and checking outdoor advertising.

13. Limitation of Liability

12.1. All information to which you obtain access while providing the Services and/or using the Toloka Platforms (in particular, the terms, specifications and guidelines of any Task) shall be deemed confidential, including: scientific and technical, technological, industrial, financial and economic or other information, including, but not limited to, information security tools and identification, authentication, authorization (usernames, passwords, etc.), statistical information, personal data, information about Toloka and/or our Customers, including their identity, Tasks, products, services, and any Customer information provided to you, in any form (oral, written, electronic, or other), to which there is no free access on a legal basis, as well as information explicitly designated as confidential on the Toloka Platforms.

12.2. You agree not to disclose such information, that is, not to transmit, report or grant access to any person who does not have legal access to such information in any possible form (oral, written, including using technical means, for example, publishing it in whole or in part on the internet, posting videos on YouTube, posting information on social networks, etc.) throughout the period of time while you have an account on the Toloka Platforms and for five years after the termination of these Terms or the date your account is deleted, whichever is later. Your obligation not to publish and/or disclose to third parties any personal data you received access to during your performance of the Services shall remain in force indefinitely. This obligation applies to any information obtained by you in the course of your provision of the Services via the Toloka Platforms or during use of the Toloka Platforms, except where you are required to disclose such information to public agencies upon request in accordance with the requirements of applicable law.

12.3. To ensure the privacy of unrelated third parties, when performing field tasks, you agree not to take photos and/or video recordings of any individuals and/or license plate numbers of any vehicles. “Field tasks” means offline tasks posted on the Toloka Platforms, including, but not limited to, collecting data about organizations (working hours or menus), monitoring pedestrian transport, and checking outdoor advertising.

14. Indemnification; Disclaimer of Warranties

14.1. You agree to indemnify, defend, and hold harmless Toloka, its Affiliates, and their respective officers, directors, employees, and agents from and against any losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with any third‑party claim, demand, or proceeding to the extent resulting from: (i) your breach of these Terms; (ii) your performance of the Services or your use of the Toloka Platforms; (iii) your Deliverables or Output, including any allegation that they infringe or misappropriate any intellectual property or other rights of a third party, or violate applicable law; or (iv) your violation of the rights of any person (including privacy or personality rights).

14.2. Toloka will promptly notify you of any such claim and will reasonably cooperate (at your expense) in the defense. You may not settle any claim in a manner that imposes any admission of liability or non‑monetary obligation on Toloka without Toloka’s prior written consent.

15. Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE TOLOKA PLATFORMS, THE SERVICES, AND ANY TASKS OR OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND. To the maximum extent permitted by applicable law, Toloka expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, non‑infringement, and any warranties arising out of course of dealing or usage of trade. Toloka does not guarantee that the Toloka Platforms or Services will be uninterrupted, error‑free, secure, or free of harmful components, or that any particular volume of Tasks or income will be available to you.

16. Term and Termination

16.1. Term. These Terms take effect on the earlier of (a) the date you first click ‘I Agree’ or a similarly named button, or (b) the date you first access the Toloka Platforms, and continue until terminated in accordance with this Section 16.

16.2. Termination by You or Mutual Agreement. You may terminate these Terms at any time by deleting your account via the account settings interface on the Toloka Platforms or by following any other account closure process that Toloka makes available, or by mutual written agreement between you and Toloka. Termination by you does not affect Tasks already accepted; you remain responsible for completing or properly withdrawing from accepted Tasks in accordance with Task terms.

16.3. Termination by Toloka. Toloka may terminate these Terms, resulting in the termination of your access, suspend or restrict your access to all or part of the Toloka Platforms, where permitted by law:

 16.3.1. for your material breach of these Terms (including, but not limited to, breach of Section 2 (Use of the Toloka Platforms; Prohibited Conduct), Section 3 (Covenants and Other Obligations), and Section 12 (Confidentiality)) that is not cured, if curable, within a reasonable period after notice;

 16.3.2. if you fail, refuse, or withdraw consent to required Verifications;

 16.3.3. if Toloka reasonably believes your use poses a legal, regulatory, security, fraud, or reputational risk; or

 16.3.4. if your account is inactive for at least twelve (12) consecutive months, in which case Toloka may close your account after reasonable notice where required by law.

16.4. Termination for Convenience. Toloka may terminate these Terms for convenience by providing reasonable advance notice where required by applicable law. In that case, Toloka will pay any undisputed outstanding Payments for accepted Tasks in accordance with Section 10 (Payment for Tasks).

16.5. Effect of Termination. Upon termination, your right to access the Toloka Platforms ceases, except to the limited extent Toloka allows access for account management or legal compliance. Provisions that by their nature should survive (including IP ownership, confidentiality, payment, tax, indemnification, limitations of liability, and dispute resolution) will continue to apply.

16.6. Account Closure after Inactivity. If these Terms are terminated by Toloka due to inactivity, you understand that you may not register a new account on the Toloka Platforms and/or re‑activate the previously created account without Toloka’s express written consent.

16.7. Survival. The following provisions will survive any expiration or termination of these Terms: Section 10 (Payment for Tasks) solely with respect to accrued but unpaid amounts, Section 11 (Intellectual Property Rights), Section 12 (Confidentiality), Section 13 (Limitation of Liability), Section 14 (Indemnification; Disclaimer of Warranties), Section 16.5 (Effect of Termination), 16.7 (Survival) and any other provisions which, by their nature, should survive to give effect to their stated purpose.

17. Changes to These Terms

17.1. Toloka reserves the right to, at any time, amend, modify, update and supplement these Terms, the Privacy Notice and any other applicable documents. Toloka will provide notice of any such changes by sending an e‑mail to the address associated with your account, by displaying a notice in your account on the Toloka Platforms, and/or by publishing updated documents on the Toloka Platforms. You may also be prompted to accept updated Terms upon your next log in.

17.2. By continuing to complete Tasks or otherwise use the Toloka Platforms following notice of any amendments, you agree to the amendments. If you do not agree to the amendments made, you must stop using the Toloka Platforms. Notwithstanding the foregoing, amendments to the Mutual Arbitration Provision will take effect only upon your affirmative acceptance of the amendments.

17.3. The official text of the Terms is the English version; versions in other languages are provided exclusively for your information.

18. Personal Data; Roles

18.1. By using the Toloka Platforms, you acknowledge that your personal data will be processed in accordance with the Privacy Notice referenced in these Terms.

18.2.  You acknowledge and agree that Toloka and its Customers may retain your personal data and identifiers associated with Tasks and Deliverables for as long as reasonably necessary to (a) perform and evidence their contractual obligations, including to demonstrate the provenance and quality of Outputs, (b) comply with applicable legal, tax, and accounting obligations, (c) respond to audits, regulatory inquiries, and customer questions, and (d) establish, exercise, or defend legal claims. After the expiry of applicable retention periods, Toloka will delete or irreversibly de‑identify such data, unless continued retention is required by law.

 18.3 For Tasks that involve personal data of third parties:

 18.3.1. the Customer acts as controller;

 18.3.2. Toloka acts as processor on behalf of the Customer; and

 18.3.3. you act as a sub‑processor engaged by Toloka solely to perform the Task, to the extent required by applicable data protection laws.

18.4.   Where required by EU/UK/Swiss data protection law and you are located in a country without an adequacy decision, the applicable Standard Contractual Clauses and any relevant appendices made available by Toloka are incorporated into these Terms by reference. The specific SCC modules and appendices applicable to you are identified in the DPA.

18.5.   If you are a resident of California, Toloka’s processing of your personal information, including any personal information collected from your use of the Toloka Platforms and any rights you may have under California law, is described in our  Privacy Notice, including the section “California Privacy Rights”  Toloka does not “sell” or “share” your personal information for cross‑context behavioral advertising as those terms are defined under California law.

19. Mutual Arbitration Provision; Alternative Jury Trial Waiver; Governing Law (If You Are Based in the United States)

This Section 19 applies if, at the time you first accept these Terms, you are domiciled in, reside in, or primarily perform the Services from the United States or its territories.

Important: If this Section 19 applies to you, most legal disputes between you and Toloka must be resolved by individual binding arbitration and not in court, and not as a class, collective, or representative action, except as specifically provided below. Please read this Section carefully.

THIS AGREEMENT TO ARBITRATE (THE “ARBITRATION PROVISION”) APPLIES TO you AND TOLOKA.  PLEASE READ IT CAREFULLY.

This Mutual Arbitration Provision (“Arbitration Provision”) is between you and TOLOKA and any of its successors, assigns, parents, subsidiaries, and affiliated entities. The Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs this Arbitration Provision, which evidences a transaction involving commerce. All disputes covered by this Arbitration Provision shall be decided by a single arbitrator through final and binding arbitration and not by court or jury trial.

DISCLAIMER OF EMPLOYMENT RELATIONSHIP.  you and TOLOKA expressly acknowledge and agree that nothing in this Arbitration Provision, including without limitation, referencing the types of claims covered or not covered by this Arbitration Provision, is intended in any way to create an employment relationship, or imply that you are an employee of TOLOKA. you have no employment relationship with TOLOKA, and are an independent contractor that contracts to use the Toloka Platforms and provide the Services pursuant to these Terms. 

Claims Covered by the Arbitration Provision.  you and TOLOKA mutually agree to arbitrate, to the fullest extent permitted by controlling applicable law, all claims or controversies, past, present or future, in any way arising out of or related to these Terms or the Services and/or YOUR use of the Toloka Platforms (including, but not limited to, YOUR registration for an account to use the Toloka Platforms), that TOLOKA may have against you or that you may have against TOLOKA, and/or any of its past, present, or future: (i) parents, subsidiaries, affiliates, and d/b/a’s; (ii) officers, directors, members, employees, or agents; (iii) predecessors, successors, or assigns of any of the foregoing; and (iv) Customers. Each of the entities/individuals listed in (i) through (iv) may enforce this Arbitration Provision as a direct or third-party beneficiary.

Unless excluded in the “Claims Not Covered By this Arbitration Provision and Limitations on How this Arbitration Provision Applies” section below, this Arbitration Provision applies to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration, including, but not limited to, claims and disputes for breach of a contract or covenant, background checks, trade secrets, unfair competition, compensation, classification, minimum wage, privacy, expense reimbursement, seating, overtime, meal and rest periods, termination, discrimination, retaliation, harassment, wrongful termination, tort claims, common law claims, equitable claims, and all other claims for violation of any federal, state, local or other governmental law, statute, regulation, or ordinance. Additionally, any claims or disputes about YOUR relationship with TOLOKA and/or work and/or services performed in connection with TOLOKA (including, but not limited to, the Services and the Tasks, and/or any other work and/or services directly or indirectly for the benefit of TOLOKA or Customers), and/or any alleged employment status with TOLOKA and/or Customers, including without limitation any claims that you should be classified as an employee of TOLOKA and/or Customers, is arbitrable and covered under this Arbitration Provision.

The Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the validity, scope, applicability, enforceability, or waiver of this Arbitration Provision including, but not limited to any claim that all or any part of this Arbitration Provision is void or voidable. But the preceding sentence does not apply to any claims under the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act, and it does not apply to the Class Action Waiver or California PAGA Individual Action Requirement, each as further described below. Despite any other clause or language in this Arbitration Provision and/or any rules or procedures that might otherwise apply because of this Arbitration Provision, any disputes about the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act, and/or any claim that all or any portion of the Class Action Waiver or California PAGA Individual Action Requirement is unenforceable, inapplicable, unconscionable, or void or voidable, will be determined only by a court of competent jurisdiction and not by an Arbitrator.

Claims Not Covered by This Arbitration Provision and Limitations on How This Arbitration Provision Applies.  This Arbitration Provision does not apply to: (i) disputes that cannot be arbitrated or subject to a pre-dispute arbitration agreement under controlling applicable law; and (ii) disputes that may not be subject to a pre-dispute arbitration agreement under the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act (at YOUR election). If any claim(s) not covered under this Arbitration Provision are combined with claims that are covered under this Arbitration Provision, the covered claims will be arbitrated and remain covered under this Arbitration Provision.  Additionally, to the maximum extent permitted under applicable law, any claims not covered by this Arbitration Provision shall be stayed in the trial court pending resolution by the Arbitrator of the arbitrable claims in arbitration.

Further Exclusion. This Arbitration Provision does not apply to any pending claims against TOLOKA in any class and/or collective action lawsuit(s) filed on or before the date you first receive this Arbitration Provision, of which you are currently a class/collective or putative class/collective member, as of the date of YOUR first receipt of this Arbitration Provision (“Pending Claims”); provided, however, if the Pending Claims are covered by a prior or existing agreement to arbitrate that requires individual arbitration of the Pending Claims, that agreement will remain in full force and effect as to those claims and will continue to apply to the Pending Claims (“Pending Claim Exception”). In all other respects, this Arbitration Provision will apply, including, without limitation, if the Pending Claims are dismissed and refiled and/or to any amended or additional claims added to the Pending Claims.

Nothing in this Arbitration Provision prevents you from making a report to or filing a claim or charge with a government agency, including, without limitation, the Equal Employment Opportunity Commission, U.S. Department of Labor, Securities and Exchange Commission, Occupational Safety and Health Administration, National Labor Relations Board, or law enforcement agencies. Nothing in this Arbitration Provision prevents the investigation by any government agency of any report, claim or charge otherwise covered by this Arbitration Provision. However, the adjudication of such claims or charges shall be arbitrable to the extent permitted under controlling applicable law. Nothing in this Arbitration Provision prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under controlling applicable law before bringing a claim in arbitration. This Arbitration Provision also does not prevent or prohibit you in any way from reporting, communicating about, or disclosing claims for discrimination, harassment, retaliation, or sexual abuse.

Class Action Waiver.  TOLOKA and you agree to bring any claim on an individual basis only. Accordingly, there will be no right or authority for any dispute to be brought, heard, decided, or arbitrated as a class, collective, and/or representative action (excluding California PAGA actions, which are addressed below), and the Arbitrator has no authority to hear or preside over any class, collective, and/or representative action (excluding California PAGA actions, which are addressed below) (“Class Action Waiver”).  Additionally, no arbitration proceeding under this Arbitration Provision may be consolidated or joined in any way with an arbitration proceeding involving claims by different individuals. The Class Action Waiver shall be severable from this Arbitration Provision if there is a final judicial determination that the Class Action Waiver is invalid, unenforceable, unconscionable, void or voidable. In that case, the class, collective, and/or representative action must be litigated in a civil court of competent jurisdiction—not in arbitration—but any portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.

California Private Attorneys General Act (“PAGA”) Individual Action Requirement.  you and TOLOKA agree to arbitrate PAGA claims on an individual basis only. Therefore, any claim by you under PAGA to recover for unpaid wages, civil penalties, or other individual relief must be arbitrated under this Arbitration Provision. you and TOLOKA also agree and stipulate that any non-individual PAGA claims shall be stayed in the trial court, pending a final determination and written decision by the Arbitrator in arbitration with respect to YOUR alleged status as an “aggrieved employee,” and you and TOLOKA agree that the Arbitrator, and not the court, will make this determination. The Arbitrator is without authority to preside over any PAGA claim by you on behalf of any other person or joined by or consolidated with another person’s or entity’s PAGA claim. This PAGA Individual Action Requirement clause will be severable from this Arbitration Provision if there is a final judicial determination that it is invalid, unenforceable, unconscionable, void or voidable. In that case, the PAGA action must be litigated in a civil court of competent jurisdiction—not in arbitration—but any portion of the PAGA Individual Action Requirement that is enforceable shall be enforced in arbitration.

Notice of Claims.  TOLOKA and you agree that the party initiating the claim must make a written “Request for Arbitration” of any claim to the other party no later than the expiration of the statute of limitations (deadline for filing) that the law allows for the claim. Written Request for Arbitration to TOLOKA will be sent to legal@toloka.ai. you will be sent any written Request for Arbitration at the email address you provided to TOLOKA in connection with YOUR use of the TOLOKA Platforms. The Request for Arbitration must be signed by the party making the demand for arbitration (you personally or an authorized representative of TOLOKA, as applicable). The Request for Arbitration must identify and describe the nature of all claims asserted and the facts on which such claims are based, and the relief or remedy sought. The Arbitrator will resolve all disputes about the timeliness or propriety of the Request for Arbitration and apply the statute of limitations that would have applied if the claim(s) had been brought in court.

Cooling Off Period and Informal Settlement Conference. TOLOKA and you mutually agree that after a party initiates the claim by making a written Request for Arbitration to the other, unless otherwise mutually agreed to in writing by both parties, there will be a 30 day “Cooling Off Period”. The parties may also mutually agree to extend the Cooling Off Period. During the Cooling Off Period, either party may request an informal meeting to discuss a potential informal resolution of the dispute (“Informal Settlement Conference”). If timely requested, the Informal Settlement Conference will take place at a mutually agreeable time by telephone or videoconference. You and a TOLOKA representative must both personally participate; any counsel representing you or TOLOKA also may participate. The requirement of personal participation in an Informal Settlement Conference may be waived only if both you and TOLOKA agree in writing. The intent of the Cooling Off Period and Informal Settlement Conference is to allow you and TOLOKA a meaningful opportunity to resolve disputes internally. At the end of the Cooling Off Period or if an Informal Settlement Conference is timely requested, 30 days after completion of the Informal Settlement Conference, and unless the parties have resolved the claim, the parties will commence the Arbitrator selection process pursuant to the “Arbitration Procedures” section below. If any aspect of the requirements in this section has not been met, a court of competent jurisdiction may enjoin the filing or prosecution of an arbitration. In addition, unless prohibited by law, an Arbitrator or JAMS may not accept, administer, assess, or demand fees in connection with an arbitration that has been initiated without compliance with the Cooling Off Period and, if requested by either party, the Informal Settlement Conference. If the arbitration is already pending, it shall be administratively closed. Nothing in this section limits the right of a party to seek damages for non-compliance with the procedures in this section. Any applicable statute of limitations will be tolled during the Cooling Off Period and during the 30-day period following completion of the Informal Settlement Conference (if requested).

Representation. Any party may be represented by an attorney. You also acknowledge that you have had a chance to discuss this Arbitration Provision with YOUR private legal counsel and have availed YOURSELF of that opportunity if you wish to do so.

Discovery and Subpoenas. TOLOKA and you each have the right to depose appropriate individual fact witnesses (in consideration of the facts and claims asserted) and any expert witness designated by another party. TOLOKA and you also have the right to propound requests for production of documents and interrogatories to the other party. The Arbitrator has exclusive authority to consider and enter orders concerning any issue arising related to the quantity or conduct of discovery. TOLOKA and/or you can petition and/or request that the Arbitrator allow additional discovery, and additional discovery may be conducted under the parties’ mutual stipulation or as ordered by the Arbitrator. TOLOKA and you shall also have the right to subpoena witnesses and documents for the arbitration, as well as documents relevant to the case from third parties, in accordance with any applicable state or federal law.

Arbitration Procedures.  The arbitration will be held under the auspices of JAMS, and except as provided in this Arbitration Provision, shall be under the then current JAMS Comprehensive Arbitration Rules & Procedures (“JAMS Rules”) (the JAMS Rules are available via the internet at www.jamsadr.com/rules-comprehensive-arbitration/ or by using a service such as Google to search for “JAMS Comprehensive Rules”); provided however, that if there is a conflict between the JAMS Rules and this Arbitration Provision, this Arbitration Provision shall govern.  Unless the parties jointly agree otherwise, the Arbitrator shall be a retired judge from any jurisdiction (“Arbitrator”). Unless the parties jointly agree otherwise, the arbitration will take place in or near the city in which you last performed the Services pursuant to these Terms.

If JAMS will not administer the arbitration or will not administer the arbitration consistent with this Arbitration Provision, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted to appoint a neutral arbitrator, who shall act under this Agreement with the same force and effect as if he or she had been specifically named herein.

The Arbitrator may award any remedy to which a party is entitled under applicable law, but remedies will be limited to those that would be available to a party in their individual capacity for the claims presented to the Arbitrator. The Arbitrator must apply the substantive federal, state, or local law applicable to the claims asserted. The Arbitrator has jurisdiction to hear and rule on prehearing disputes and is authorized to hold prehearing conferences by telephone or by video conference, as the Arbitrator deems necessary. Subject to the JAMS Rules, either party may file dispositive motions, including, without limitation, a motion to dismiss and/or a motion for summary judgment and the Arbitrator will apply the standards governing such motions under the Federal Rules of Civil Procedure. A party may make an offer of judgment in a manner consistent with, and within the time limitations, consequences, and effects provided in Rule 68 of the Federal Rules of Civil Procedure or any similar applicable state law. The Arbitrator shall render an award by written opinion within 30 days from the date the arbitration hearing concludes. The opinion must be in writing and include the factual and legal basis for the award. The award issued by the Arbitrator may be entered in any court of competent jurisdiction.

Mass Arbitration Procedures.  you and TOLOKA agree that the JAMS Mass Arbitration Procedures and Guidelines shall apply to any mass arbitration as defined therein. The JAMS Mass Arbitration Procedures and Guidelines are available via the internet at  https://www.jamsadr.com/mass-arbitration-procedures.

Arbitration Fees and Costs. you and TOLOKA will pay the fees and costs of arbitration in accordance with the JAMS Rules and applicable law. However, in all cases where required by law, TOLOKA will pay the costs and fees unique to arbitration, including the Arbitrator’s fees. In the event applicable law requires a different allocation of arbitral fees and costs in order for this Arbitration Provision to be enforceable, then such law will be followed. Each party will pay for its own costs and attorneys’ fees, if any. But if any party prevails on a claim which affords the prevailing party attorneys’ fees or costs, or if there is a written agreement providing for fees or costs, the Arbitrator may award reasonable fees and/or costs to the prevailing party as provided by law. The Arbitrator will resolve any disputes about costs/fees associated with arbitration.

Entire Agreement. This Arbitration Provision is the complete agreement of the parties on the subject of arbitration of disputes. No party is relying on any representations, oral or written, on the subject of the effect, enforceability, or meaning of this Arbitration Provision, except as specifically set forth in this Arbitration Provision. This Arbitration Provision will survive the termination of the Terms and the termination of YOUR account, and the performance of Tasks and/or the Services. It will also apply upon renewal of performance of the Services (if any) pursuant to this Terms.

Construction. Any contractual disclaimers TOLOKA has in any other agreements or policies do not apply to this Arbitration Provision. Except as provided in the Class Action Waiver and California PAGA Individual Action Requirement sections above (which include their own severability provisions), if any provision of this Arbitration Provision is adjudged to be void or otherwise unenforceable, in whole or in part, such adjudication shall not affect the validity of the rest of the Arbitration Provision. All remaining provisions will remain in full force and effect. If the FAA does not apply to a particular dispute or to one or both parties, the parties stipulate that the arbitration law of the jurisdiction where the arbitration will take place will apply. you and TOLOKA agree that the mutual obligations to arbitrate disputes provide adequate consideration for this Arbitration Provision. A waiver of one or more provisions of this Arbitration Provision by any party shall not waive the entire Arbitration Provision.

Alternative Jury Trial Waiver, and Court Class and Collective Action Waiver: This Jury Trial Waiver, and Court Class and Collective Action Waiver will only apply (i) if the Arbitration Provision is deemed unenforceable, void, or voidable, and there is no other enforceable agreement to arbitrate between the parties, and/or (ii) to claims and disputes that are not covered under this Arbitration Provision.

a.  Jury Trial Waiver. This Jury Trial Waiver does not apply in any jurisdiction that does not permit jury trial waivers, including, currently Arkansas, California, Georgia, Montana, New Jersey, North Carolina, and Oklahoma. As permitted by and in accordance with the state law in which the claim arose, you and TOLOKA knowingly, voluntarily, and intelligently agree to WAIVE THE RIGHT TO A JURY TRIAL AND AGREE THAT ANY AND ALL CLAIMS OR DISPUTES WILL BE DECIDED BY A JUDGE—NOT A JURY.

b.  Court Class and Collective Action Waiver. To the maximum extent allowed under applicable law, both you and TOLOKA agree to bring and maintain any claim or dispute on an individual basis only, and not on a class, collective, or representative action basis on behalf of others (excluding California PAGA claims). Accordingly, the parties waive any right for any claim or dispute to be heard, decided, or tried as a class, collective, and/or representative action (excluding California PAGA claims). This Court Class and Collective Action Waiver shall be severable in any case in which the dispute is filed as an individual action and severance is necessary to ensure that the individual action proceeds before the judge under the Jury Trial Waiver.

//END OF ALTERNATIVE JURY TRIAL AND COURT CLASS AND COLLECTIVE ACTION WAIVER

19.2  Governing Law. Except as provided in Section 20, these Terms and the rights of the parties hereunder shall be subject to and construed in accordance with the laws of the State of Delaware, to the exclusion of its conflict of laws rules and to the exclusion of the UN Convention on the International Sale of Goods (CISG).

This Section 19 applies if, at the time you first accept these Terms, you are domiciled in, reside in, or primarily perform the Services from the United States or its territories.

Important: If this Section 19 applies to you, most legal disputes between you and Toloka must be resolved by individual binding arbitration and not in court, and not as a class, collective, or representative action, except as specifically provided below. Please read this Section carefully.

THIS AGREEMENT TO ARBITRATE (THE “ARBITRATION PROVISION”) APPLIES TO you AND TOLOKA.  PLEASE READ IT CAREFULLY.

This Mutual Arbitration Provision (“Arbitration Provision”) is between you and TOLOKA and any of its successors, assigns, parents, subsidiaries, and affiliated entities. The Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs this Arbitration Provision, which evidences a transaction involving commerce. All disputes covered by this Arbitration Provision shall be decided by a single arbitrator through final and binding arbitration and not by court or jury trial.

DISCLAIMER OF EMPLOYMENT RELATIONSHIP.  you and TOLOKA expressly acknowledge and agree that nothing in this Arbitration Provision, including without limitation, referencing the types of claims covered or not covered by this Arbitration Provision, is intended in any way to create an employment relationship, or imply that you are an employee of TOLOKA. you have no employment relationship with TOLOKA, and are an independent contractor that contracts to use the Toloka Platforms and provide the Services pursuant to these Terms. 

Claims Covered by the Arbitration Provision.  you and TOLOKA mutually agree to arbitrate, to the fullest extent permitted by controlling applicable law, all claims or controversies, past, present or future, in any way arising out of or related to these Terms or the Services and/or YOUR use of the Toloka Platforms (including, but not limited to, YOUR registration for an account to use the Toloka Platforms), that TOLOKA may have against you or that you may have against TOLOKA, and/or any of its past, present, or future: (i) parents, subsidiaries, affiliates, and d/b/a’s; (ii) officers, directors, members, employees, or agents; (iii) predecessors, successors, or assigns of any of the foregoing; and (iv) Customers. Each of the entities/individuals listed in (i) through (iv) may enforce this Arbitration Provision as a direct or third-party beneficiary.

Unless excluded in the “Claims Not Covered By this Arbitration Provision and Limitations on How this Arbitration Provision Applies” section below, this Arbitration Provision applies to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration, including, but not limited to, claims and disputes for breach of a contract or covenant, background checks, trade secrets, unfair competition, compensation, classification, minimum wage, privacy, expense reimbursement, seating, overtime, meal and rest periods, termination, discrimination, retaliation, harassment, wrongful termination, tort claims, common law claims, equitable claims, and all other claims for violation of any federal, state, local or other governmental law, statute, regulation, or ordinance. Additionally, any claims or disputes about YOUR relationship with TOLOKA and/or work and/or services performed in connection with TOLOKA (including, but not limited to, the Services and the Tasks, and/or any other work and/or services directly or indirectly for the benefit of TOLOKA or Customers), and/or any alleged employment status with TOLOKA and/or Customers, including without limitation any claims that you should be classified as an employee of TOLOKA and/or Customers, is arbitrable and covered under this Arbitration Provision.

The Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the validity, scope, applicability, enforceability, or waiver of this Arbitration Provision including, but not limited to any claim that all or any part of this Arbitration Provision is void or voidable. But the preceding sentence does not apply to any claims under the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act, and it does not apply to the Class Action Waiver or California PAGA Individual Action Requirement, each as further described below. Despite any other clause or language in this Arbitration Provision and/or any rules or procedures that might otherwise apply because of this Arbitration Provision, any disputes about the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act, and/or any claim that all or any portion of the Class Action Waiver or California PAGA Individual Action Requirement is unenforceable, inapplicable, unconscionable, or void or voidable, will be determined only by a court of competent jurisdiction and not by an Arbitrator.

Claims Not Covered by This Arbitration Provision and Limitations on How This Arbitration Provision Applies.  This Arbitration Provision does not apply to: (i) disputes that cannot be arbitrated or subject to a pre-dispute arbitration agreement under controlling applicable law; and (ii) disputes that may not be subject to a pre-dispute arbitration agreement under the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act (at YOUR election). If any claim(s) not covered under this Arbitration Provision are combined with claims that are covered under this Arbitration Provision, the covered claims will be arbitrated and remain covered under this Arbitration Provision.  Additionally, to the maximum extent permitted under applicable law, any claims not covered by this Arbitration Provision shall be stayed in the trial court pending resolution by the Arbitrator of the arbitrable claims in arbitration.

Further Exclusion. This Arbitration Provision does not apply to any pending claims against TOLOKA in any class and/or collective action lawsuit(s) filed on or before the date you first receive this Arbitration Provision, of which you are currently a class/collective or putative class/collective member, as of the date of YOUR first receipt of this Arbitration Provision (“Pending Claims”); provided, however, if the Pending Claims are covered by a prior or existing agreement to arbitrate that requires individual arbitration of the Pending Claims, that agreement will remain in full force and effect as to those claims and will continue to apply to the Pending Claims (“Pending Claim Exception”). In all other respects, this Arbitration Provision will apply, including, without limitation, if the Pending Claims are dismissed and refiled and/or to any amended or additional claims added to the Pending Claims.

Nothing in this Arbitration Provision prevents you from making a report to or filing a claim or charge with a government agency, including, without limitation, the Equal Employment Opportunity Commission, U.S. Department of Labor, Securities and Exchange Commission, Occupational Safety and Health Administration, National Labor Relations Board, or law enforcement agencies. Nothing in this Arbitration Provision prevents the investigation by any government agency of any report, claim or charge otherwise covered by this Arbitration Provision. However, the adjudication of such claims or charges shall be arbitrable to the extent permitted under controlling applicable law. Nothing in this Arbitration Provision prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under controlling applicable law before bringing a claim in arbitration. This Arbitration Provision also does not prevent or prohibit you in any way from reporting, communicating about, or disclosing claims for discrimination, harassment, retaliation, or sexual abuse.

Class Action Waiver.  TOLOKA and you agree to bring any claim on an individual basis only. Accordingly, there will be no right or authority for any dispute to be brought, heard, decided, or arbitrated as a class, collective, and/or representative action (excluding California PAGA actions, which are addressed below), and the Arbitrator has no authority to hear or preside over any class, collective, and/or representative action (excluding California PAGA actions, which are addressed below) (“Class Action Waiver”).  Additionally, no arbitration proceeding under this Arbitration Provision may be consolidated or joined in any way with an arbitration proceeding involving claims by different individuals. The Class Action Waiver shall be severable from this Arbitration Provision if there is a final judicial determination that the Class Action Waiver is invalid, unenforceable, unconscionable, void or voidable. In that case, the class, collective, and/or representative action must be litigated in a civil court of competent jurisdiction—not in arbitration—but any portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.

California Private Attorneys General Act (“PAGA”) Individual Action Requirement.  you and TOLOKA agree to arbitrate PAGA claims on an individual basis only. Therefore, any claim by you under PAGA to recover for unpaid wages, civil penalties, or other individual relief must be arbitrated under this Arbitration Provision. you and TOLOKA also agree and stipulate that any non-individual PAGA claims shall be stayed in the trial court, pending a final determination and written decision by the Arbitrator in arbitration with respect to YOUR alleged status as an “aggrieved employee,” and you and TOLOKA agree that the Arbitrator, and not the court, will make this determination. The Arbitrator is without authority to preside over any PAGA claim by you on behalf of any other person or joined by or consolidated with another person’s or entity’s PAGA claim. This PAGA Individual Action Requirement clause will be severable from this Arbitration Provision if there is a final judicial determination that it is invalid, unenforceable, unconscionable, void or voidable. In that case, the PAGA action must be litigated in a civil court of competent jurisdiction—not in arbitration—but any portion of the PAGA Individual Action Requirement that is enforceable shall be enforced in arbitration.

Notice of Claims.  TOLOKA and you agree that the party initiating the claim must make a written “Request for Arbitration” of any claim to the other party no later than the expiration of the statute of limitations (deadline for filing) that the law allows for the claim. Written Request for Arbitration to TOLOKA will be sent to legal@toloka.ai. you will be sent any written Request for Arbitration at the email address you provided to TOLOKA in connection with YOUR use of the TOLOKA Platforms. The Request for Arbitration must be signed by the party making the demand for arbitration (you personally or an authorized representative of TOLOKA, as applicable). The Request for Arbitration must identify and describe the nature of all claims asserted and the facts on which such claims are based, and the relief or remedy sought. The Arbitrator will resolve all disputes about the timeliness or propriety of the Request for Arbitration and apply the statute of limitations that would have applied if the claim(s) had been brought in court.

Cooling Off Period and Informal Settlement Conference. TOLOKA and you mutually agree that after a party initiates the claim by making a written Request for Arbitration to the other, unless otherwise mutually agreed to in writing by both parties, there will be a 30 day “Cooling Off Period”. The parties may also mutually agree to extend the Cooling Off Period. During the Cooling Off Period, either party may request an informal meeting to discuss a potential informal resolution of the dispute (“Informal Settlement Conference”). If timely requested, the Informal Settlement Conference will take place at a mutually agreeable time by telephone or videoconference. You and a TOLOKA representative must both personally participate; any counsel representing you or TOLOKA also may participate. The requirement of personal participation in an Informal Settlement Conference may be waived only if both you and TOLOKA agree in writing. The intent of the Cooling Off Period and Informal Settlement Conference is to allow you and TOLOKA a meaningful opportunity to resolve disputes internally. At the end of the Cooling Off Period or if an Informal Settlement Conference is timely requested, 30 days after completion of the Informal Settlement Conference, and unless the parties have resolved the claim, the parties will commence the Arbitrator selection process pursuant to the “Arbitration Procedures” section below. If any aspect of the requirements in this section has not been met, a court of competent jurisdiction may enjoin the filing or prosecution of an arbitration. In addition, unless prohibited by law, an Arbitrator or JAMS may not accept, administer, assess, or demand fees in connection with an arbitration that has been initiated without compliance with the Cooling Off Period and, if requested by either party, the Informal Settlement Conference. If the arbitration is already pending, it shall be administratively closed. Nothing in this section limits the right of a party to seek damages for non-compliance with the procedures in this section. Any applicable statute of limitations will be tolled during the Cooling Off Period and during the 30-day period following completion of the Informal Settlement Conference (if requested).

Representation. Any party may be represented by an attorney. You also acknowledge that you have had a chance to discuss this Arbitration Provision with YOUR private legal counsel and have availed YOURSELF of that opportunity if you wish to do so.

Discovery and Subpoenas. TOLOKA and you each have the right to depose appropriate individual fact witnesses (in consideration of the facts and claims asserted) and any expert witness designated by another party. TOLOKA and you also have the right to propound requests for production of documents and interrogatories to the other party. The Arbitrator has exclusive authority to consider and enter orders concerning any issue arising related to the quantity or conduct of discovery. TOLOKA and/or you can petition and/or request that the Arbitrator allow additional discovery, and additional discovery may be conducted under the parties’ mutual stipulation or as ordered by the Arbitrator. TOLOKA and you shall also have the right to subpoena witnesses and documents for the arbitration, as well as documents relevant to the case from third parties, in accordance with any applicable state or federal law.

Arbitration Procedures.  The arbitration will be held under the auspices of JAMS, and except as provided in this Arbitration Provision, shall be under the then current JAMS Comprehensive Arbitration Rules & Procedures (“JAMS Rules”) (the JAMS Rules are available via the internet at www.jamsadr.com/rules-comprehensive-arbitration/ or by using a service such as Google to search for “JAMS Comprehensive Rules”); provided however, that if there is a conflict between the JAMS Rules and this Arbitration Provision, this Arbitration Provision shall govern.  Unless the parties jointly agree otherwise, the Arbitrator shall be a retired judge from any jurisdiction (“Arbitrator”). Unless the parties jointly agree otherwise, the arbitration will take place in or near the city in which you last performed the Services pursuant to these Terms.

If JAMS will not administer the arbitration or will not administer the arbitration consistent with this Arbitration Provision, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted to appoint a neutral arbitrator, who shall act under this Agreement with the same force and effect as if he or she had been specifically named herein.

The Arbitrator may award any remedy to which a party is entitled under applicable law, but remedies will be limited to those that would be available to a party in their individual capacity for the claims presented to the Arbitrator. The Arbitrator must apply the substantive federal, state, or local law applicable to the claims asserted. The Arbitrator has jurisdiction to hear and rule on prehearing disputes and is authorized to hold prehearing conferences by telephone or by video conference, as the Arbitrator deems necessary. Subject to the JAMS Rules, either party may file dispositive motions, including, without limitation, a motion to dismiss and/or a motion for summary judgment and the Arbitrator will apply the standards governing such motions under the Federal Rules of Civil Procedure. A party may make an offer of judgment in a manner consistent with, and within the time limitations, consequences, and effects provided in Rule 68 of the Federal Rules of Civil Procedure or any similar applicable state law. The Arbitrator shall render an award by written opinion within 30 days from the date the arbitration hearing concludes. The opinion must be in writing and include the factual and legal basis for the award. The award issued by the Arbitrator may be entered in any court of competent jurisdiction.

Mass Arbitration Procedures.  you and TOLOKA agree that the JAMS Mass Arbitration Procedures and Guidelines shall apply to any mass arbitration as defined therein. The JAMS Mass Arbitration Procedures and Guidelines are available via the internet at  https://www.jamsadr.com/mass-arbitration-procedures.

Arbitration Fees and Costs. you and TOLOKA will pay the fees and costs of arbitration in accordance with the JAMS Rules and applicable law. However, in all cases where required by law, TOLOKA will pay the costs and fees unique to arbitration, including the Arbitrator’s fees. In the event applicable law requires a different allocation of arbitral fees and costs in order for this Arbitration Provision to be enforceable, then such law will be followed. Each party will pay for its own costs and attorneys’ fees, if any. But if any party prevails on a claim which affords the prevailing party attorneys’ fees or costs, or if there is a written agreement providing for fees or costs, the Arbitrator may award reasonable fees and/or costs to the prevailing party as provided by law. The Arbitrator will resolve any disputes about costs/fees associated with arbitration.

Entire Agreement. This Arbitration Provision is the complete agreement of the parties on the subject of arbitration of disputes. No party is relying on any representations, oral or written, on the subject of the effect, enforceability, or meaning of this Arbitration Provision, except as specifically set forth in this Arbitration Provision. This Arbitration Provision will survive the termination of the Terms and the termination of YOUR account, and the performance of Tasks and/or the Services. It will also apply upon renewal of performance of the Services (if any) pursuant to this Terms.

Construction. Any contractual disclaimers TOLOKA has in any other agreements or policies do not apply to this Arbitration Provision. Except as provided in the Class Action Waiver and California PAGA Individual Action Requirement sections above (which include their own severability provisions), if any provision of this Arbitration Provision is adjudged to be void or otherwise unenforceable, in whole or in part, such adjudication shall not affect the validity of the rest of the Arbitration Provision. All remaining provisions will remain in full force and effect. If the FAA does not apply to a particular dispute or to one or both parties, the parties stipulate that the arbitration law of the jurisdiction where the arbitration will take place will apply. you and TOLOKA agree that the mutual obligations to arbitrate disputes provide adequate consideration for this Arbitration Provision. A waiver of one or more provisions of this Arbitration Provision by any party shall not waive the entire Arbitration Provision.

Alternative Jury Trial Waiver, and Court Class and Collective Action Waiver: This Jury Trial Waiver, and Court Class and Collective Action Waiver will only apply (i) if the Arbitration Provision is deemed unenforceable, void, or voidable, and there is no other enforceable agreement to arbitrate between the parties, and/or (ii) to claims and disputes that are not covered under this Arbitration Provision.

a.  Jury Trial Waiver. This Jury Trial Waiver does not apply in any jurisdiction that does not permit jury trial waivers, including, currently Arkansas, California, Georgia, Montana, New Jersey, North Carolina, and Oklahoma. As permitted by and in accordance with the state law in which the claim arose, you and TOLOKA knowingly, voluntarily, and intelligently agree to WAIVE THE RIGHT TO A JURY TRIAL AND AGREE THAT ANY AND ALL CLAIMS OR DISPUTES WILL BE DECIDED BY A JUDGE—NOT A JURY.

b.  Court Class and Collective Action Waiver. To the maximum extent allowed under applicable law, both you and TOLOKA agree to bring and maintain any claim or dispute on an individual basis only, and not on a class, collective, or representative action basis on behalf of others (excluding California PAGA claims). Accordingly, the parties waive any right for any claim or dispute to be heard, decided, or tried as a class, collective, and/or representative action (excluding California PAGA claims). This Court Class and Collective Action Waiver shall be severable in any case in which the dispute is filed as an individual action and severance is necessary to ensure that the individual action proceeds before the judge under the Jury Trial Waiver.

//END OF ALTERNATIVE JURY TRIAL AND COURT CLASS AND COLLECTIVE ACTION WAIVER

19.2  Governing Law. Except as provided in Section 20, these Terms and the rights of the parties hereunder shall be subject to and construed in accordance with the laws of the State of Delaware, to the exclusion of its conflict of laws rules and to the exclusion of the UN Convention on the International Sale of Goods (CISG).

20. Governing Law and Jurisdiction (If You Are Based Outside the United States)

This Section 20 applies if Section 19 does not apply to you. This Agreement and any dispute, claim, or controversy arising out of or relating to it, including but not limited to its formation, interpretation, breach, termination, or validity, shall be governed by and construed in accordance with the laws of The Netherlands. Any disputes arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of Amsterdam, The Netherlands.

21. General Provisions

21.1. Except as otherwise provided in the Arbitration Provision, Toloka shall send notices to you in connection with the Terms on the Toloka Platforms. These notices may be communicated in a message via the interface of your account on the Toloka Platforms and/or sent to the e‑mail specified by you during account registration, except where you have opted out of e‑mail notifications. E‑mail notice shall be sufficient in all cases, except where you have opted out of e‑mail notifications, and shall be deemed to be received by you on the following day after such notice is sent. If you opt out of e‑mail, you agree to provide Toloka information on where notice can be sent. You must send notices to Toloka to legal@toloka.ai.

21.2. You may not assign, transfer, delegate, sell, or otherwise dispose of these Terms and/or any rights and obligations under or in relation to these Terms, including, without limitation, by operation of law, without the prior written consent of Toloka. Any purported assignment, transfer, delegation, sale or other disposition in contravention of this Section 21.2, including, without limitation, by operation of law, is void. Subject to the foregoing, these Terms will be binding upon and will inure to the benefit of the parties’ permitted successors and assigns. Toloka may freely and at its own discretion assign, transfer, delegate, sell, or otherwise dispose of these Terms and/or any of its rights and obligations under and in relation to these Terms, including, without limitation, by operation of law, without your prior consent.

21.3. Except as otherwise provided in the Arbitration Provision above, in the event that any provision of these Terms is declared by a court of competent jurisdiction or an arbitrator to be illegal, unenforceable or void, the Services and these Terms shall continue in full force and effect to the fullest extent permitted by law without such provision, and the parties shall amend the Services or these Terms to the extent necessary to include the substance of the excluded provision so that the original intent of the parties is realized.

21.4. The failure of a party to enforce any right or provision of these Terms will not constitute a present or future waiver of such right or provision, nor limit that Party’s right to enforce such provision at a later time. The express waiver of any right or provision in one instance will not constitute a waiver of the same or any other right or provision in any other instance.

21.5. These Terms, together with the documents incorporated by reference herein, constitute the entire agreement between the parties concerning the subject matter of these Terms and supersede all prior and contemporaneous agreements, proposals, or representations, whether written or oral, concerning its subject matter. No term or provision of these Terms may be waived, amended, or modified unless in writing and signed by an authorized representative of each Party.

If you have questions with respect to these Terms, please send your questions to tolokercare@toloka.ai.

If you have questions with respect to these Terms, please send your questions to tolokercare@toloka.ai.

Version 2.0 – 2026.01.10

Download current version:

10.02.2026

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