Last updated: August 28, 2023
Effective Date: September 01, 2023
This User Agreement is concluded between the CUSTOMER [1] and YOU as YOU are an Internet user registering on the Toloka Web Site (hereinafter referred to as the “Toloka Web Site”) at https://toloka.ai.YOU are offered to provide for a fee services to the CUSTOMER with the use of the Toloka Web Site (hereinafter referred to as the “Services”) in accordance with this User Agreement.
PLEASE CAREFULLY READ THIS USER AGREEMENT AND THE PRIVACY POLICY BEFORE USING THE TOLOKA WEBSITE. THE USER AGREEMENT IS A BINDING AGREEMENT BETWEEN YOU AND the CUSTOMER. Access to the Toloka Web Site and provision of the Services with the use of the said Web Site shall be subject to the terms hereof, the Privacy Notice (hereinafter - the "Privacy Notice"), as well as any other applicable documents, including the terms of the tasks offered to you via the Toloka Web Site (hereinafter referred to as “Tasks”).
By checking the box “I accept the User Agreement”, pressing the “Accept Changes” button and using the Toloka Web Site in any manner whatsoever, engaging in the Task received via the Toloka Web Site, YOU EXPRESS YOUR AGREEMENT TO THE TERMS OF THIS USER AGREEMENT (including the Privacy Notice), UNCONDITIONALLY ACCEPT SUCH TERMS, and represent and warrant that:
a) YOU have carefully read and understood this User Agreement, the Privacy Notice;
b) YOU have the right, in accordance with the applicable laws, to enter into contractual relations under this User Agreement, and nothing restricts YOUR capacity to contract;
c) YOU are already 18 years old and YOU are a person of majority age in accordance with the laws of the country of YOUR citizenship and the country of YOUR residence;
d) YOU are aware that the content of the Toloka Web Site is for persons of majority age only;
e) YOU are not subject to sanctions of the Swiss Confederation and/or the sanctions supported by the Swiss Confederation or any other sanctions applicable to this User agreement, including, but not limited sanctions of the United States or the European Union. The CUSTOMER has the right to terminate immediately this User agreement unilaterally if the above-mentioned sanctions are imposed against you;
f) YOU are not a citizen and (or) tax resident of the Swiss Confederation and, if YOU become such, YOU undertake to immediately discontinue using the Toloka Web Site and any of its individual functions. The Toloka Web Site may not be available for use in certain countries: Iran, Cuba, North Korea, Syria, Sudan, and others.
The Toloka Web Site may be used only by adults, who are not citizens and (or) tax residents of the Swiss Confederation.
IF YOU ARE NOT YET 18 YEARS OLD, AND (OR) IF YOU ARE NOT A PERSON OF MAJORITY AGE IN ACCORDANCE WITH THE LAWS OF THE COUNTRY OF YOUR CITIZENSHIP AND (OR) THE COUNTRY OF YOUR RESIDENCE, IF YOU ARE A CITIZEN AND (OR) TAX RESIDENT OF THE SWISS CONFEDERATION, YOU MAY NOT FULFILL THE TASKS OFFERED VIA THE TOLOKA WEB SITE OR OTHERWISE USE THE TOLOKA WEB SITE OR ANY OF ITS INDIVIDUAL FUNCTIONS.
The CUSTOMER hereby notifies YOU that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist in limiting access to material that is harmful to minors. Information regarding providers of such protections may be found on the Internet by searching “parental control protection” or similar terms.
IF YOU DO NOT AGREE TO THE TERMS OF THIS USER AGREEMENT, THE PRIVACY POLICY AND (OR) THE FORUM RULES, REFRAIN FROM USING THE TOLOKA WEB SITE. PRESS THE “BACK” BUTTON IN YOUR BROWSER OR CLOSE THE ACTIVE BROWSER WINDOW (TAB), AND THE REGISTRATION PROCESS WILL BE CANCELLED.
If YOU have questions with respect to this User Agreement, please send YOUR questions to tolokercare@toloka.ai.
1.1. You undertake to:
a) abide by all applicable laws, codes, regulations, orders, rules, etc.;
b) obtain at your expense any authorizations, permits, certificates, licenses, patents, declarations, etc. and go through any registration procedure if such is necessary for YOU to be able to provide services to the CUSTOMER in accordance with this User Agreement and to use the Toloka Web Site;
c) pay on your own all expenses, including those related with telephone communications, Internet access and telecommunication equipment, incurred by YOU for the purpose of obtaining access to the Toloka Web Site and (or) providing services via the Toloka Web Site.
2.1. By using the Toloka Web Site, YOU agree that YOUR personal data will be processed at in accordance with the Privacy Notice.
2.2. YOU represent and warrant that the personal data provided by YOU are true, accurate, complete and up to date at every moment of YOUR use of the Toloka Web Site. In case of changes in personal data You shall immediately furnish the updated personal data to the CUSTOMER or to ask the CUSTOMER's support team to help with YOUR request.
2.3. In case of performing Tasks with data collection, read all instructions carefully, since they may contain important guidelines on data processing. Please be informed that in case of personal data collection the requestors who placed the relevant Task (hereinafter – the "Requestor") shall act as data controllers. YOU can contact the Requestor by using its contact details within the relevant Task.
2.4. In case the data YOU provided within the Task has been rejected by the Requestor, such data will be deleted immediately and will not be used for any purposes.
2.5. In case of providing data of any third party within the Task YOU represent and warrant that YOU have obtained a legal basis for its processing by the Requestor in accordance with the instructions in the Task.
2.6. In case of performing the Requestors' Tasks which contain personal data of third parties YOU shall comply with obligations specified in the Data processing agreement (the "DPA") which is an integral part of this User Agreement. DPA is stated in the Appendix 1 hereof.
2.7. In case of non-performing Tasks specified in the clauses 2.4. hereof, the DPA is not applicable to YOU.
2.8. The CUSTOMER may use contact data YOU provided to the CUSTOMER at registration and YOUR network activity on Toloka Web Site to send YOU our newsletters, messages, and provide and improve the informational support of Toloka resources ("Messages"). The CUSTOMER uses an internal tool to deliver Messages. Each message contains an opt-out link for YOU to unsubscribe from our messages at any time or YOU can switch the sliders in inactive mode in YOUR profile. For more information, please see our Privacy Notice.
3.1. For YOU to be able to use in a certain manner the Toloka Web Site or its individual functions, YOU are required to be 18 years old or more and be regarded as a person of majority age in accordance with the laws of the country of YOUR citizenship and the country of YOUR residence. The content of the Toloka Web Site shall be intended for persons of majority age only.
3.2. For YOU to be able to use in a certain manner the Toloka Web Site or its individual functions, YOU may not be a citizen of the Swiss Confederation and (or) tax resident of the Swiss Confederation.
3.3. If YOU breach the requirements of Clause 3.1-3.2 of this User Agreement, the CUSTOMER may refuse to accept the results of the Services deeming the latter as improperly provided, fully refuse to pay YOU for the Services and block YOUR account.
3.4. All information, to which YOU obtain access while providing the Services and (or) using the Toloka Web Site (in particular, as terms of a certain 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 customers, products, services, etc., in any possible form (oral, written, electronic, or other), which has actual or potential commercial value due to its unknown to third parties, to which there is no free access on a legal basis, as well as information, explicitly designated as confidential In Tasks on the Toloka Web Site.
YOU undertake not to disclose such information, i.e. not to transmit, report or grant access to at least one 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 in Internet: posting videos on youtube, posting information on social networks, etc.) throughout the period of time while YOU have an account on the Toloka Web Site and within five years after YOUR account is deleted. 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 shall be valid with respect to any information obtained by YOU in the course of YOUR provision of the Services (fulfillment of Tasks) via the Toloka Web Site and (or) during use of the Toloka Web Site, except in cases where YOU are required to disclose such information to public agencies upon request thereof in accordance with the requirements of the applicable laws.
3.5. When performing field tasks, YOU undertake not to take photos and/or video recordings of any individuals and/or license plate numbers of any transport vehicles. "Field tasks" means offline tasks posted on the Toloka Web Site, including, but not limited to, collecting data about organizations (working hours or menus), monitoring pedestrian transport, and checking outdoor advertising.
3.6. The Toloka Web Site is designed for, inter alia, identifying materials with abusive and (or) pornographic content for the purpose of improving the quality of the search results filtration mechanisms. In this regard, the information reproduced on the Toloka Web Site may contain materials with abusive and (or) pornographic content, and YOUagree that materials with abusive and (or) pornographic content may be demonstrated to YOU from time to time. YOU may limit the demonstration of such materials to YOU (excluding the materials referred to in Clause 3.7. of the User Agreement) by unflagging the option “I agree to perform tasks with adult content” in the settings of YOUR account on the Toloka Web Site. You may also report the content of a Task YOU believe to be abusive by the way of flagging the respective checkbox on the webpage containing the Task and/or via Feedback section of the Toloka Web Site.
3.7. The Toloka Web Site may contain URL-links to other web sites on the Internet (third parties’ web sites). The CUSTOMER shall not check these third parties’ web sites and their content for compliance to any requirements (reliability, completeness, legality, etc.). The CUSTOMER shall bear no responsibility for any information and (or) materials posted on the third parties’ web sites that YOU may access using the Toloka Web Site, including, but not limited to any opinions or assertions, expressed via the third parties’ web sites, adverts, etc., as well as for availability of these websites or their content, and consequences of YOUR using them.
4.1. YOU hereby acknowledge and agree that YOU are fully liable for using the Toloka Web Site and its content and that the Toloka Web Site and the content published on it are provided «as is», without any representations and warranties, insofar as possible in accordance with the applicable laws.
4.2. YOU understand that when using the Toloka Web Site YOU may be granted access to content intended for adults only, specifically, materials with abusive and (or) pornographic content. If such content is unacceptable for YOU or YOU are not a person of majority age, YOU shall immediately discontinue using the Toloka Web Site. The CUSTOMER shall bear no responsibility for the content of the Toloka Web Site that may appear to be abusive and (or) unacceptable for YOU.
4.3. Insofar as allowed by the applicable laws, the CUSTOMER shall waive any warranties or representations regarding the relevance, validity, completeness, reliability, acceptability and availability of the content of the Toloka Web Site and absence of any abusive content on the Toloka Web Site.
4.4. Insofar as allowed by the applicable laws, the CUSTOMER shall waive any warranties and representations regarding any third-party products, services and content that YOU may be granted access to via the Toloka Web Site, including as a result of going to third-party Web sites by URL links on the Toloka Web Site.
4.5. Insofar as allowed by the applicable laws, the CUSTOMER shall waive any explicit or implicit warranties and representations as might be provided by virtue of the law, on the basis of previous oral or written representations of the CUSTOMER, by custom, in connection with YOUR using of the Toloka Website and providing Services. Thus, the CUSTOMER waives, inter alia, any implicit warranty of the product quality, product usability according to a certain purpose, warranty of title, warranty of no infringement of anyone’s intellectual property rights and other warranties as are generally expected to be provided in the business practice.
4.6. Insofar as allowed by the applicable laws, the CUSTOMER shall waive any warranty regarding continuous availability and performance of the Toloka Web Site and related services. The CUSTOMER does not warrant that the Toloka Web Site and related services shall function on a continuous, uninterrupted and secure basis, without faults and errors. The CUSTOMER does not warrant that the Toloka Web Site and related services shall have a certain set of functions and (or) characteristics.
4.7. The CUSTOMER does not warrant that the Toloka Web Site or the server securing the functioning of the Toloka Web Site, including URL links on the Toloka Web Site, are free of viruses and (or) other malicious components. YOU agree to use the Toloka Web Site at YOUR own risk and discretion and to be fully liable for damage that may be caused to YOUR PC, mobile device or other equipment, as well as for loss and (or) destruction of any data as a result of using of the Toloka Web Site.
4.8. Insofar as allowed by the applicable laws, the CUSTOMER shall bear no responsibility for any wrong that may be inflicted to YOU as a result of providing Services or using the Toloka Web Site or otherwise.
5.1. When registering on the Toloka Web Site, YOU shall create an account. YOU may register only one account throughout the period of use of the Toloka Web Site. If YOU resume using the Toloka Web Site after a period, during which YOU have not used the Toloka Web Site, YOU may not register a new account and shall continue using the previously registered account.
5.2. YOU may not grant access to YOUR account on the Toloka Web Site to third parties, specifically, allow such third parties to provide the Services (fulfill Tasks) on YOUR or their own behalf with the use of YOUR account on the Toloka Web Site.
5.3. The data contained in YOUR account shall not refer to YOUR connection with the CUSTOMER and (or) the Toloka Web Site, in particular, they shall not give the impression that the actions performed by YOU in the course of rendering the Services, are made on behalf or under control of the CUSTOMER and/or administration of the Toloka Web Site.
5.4. YOU agree to be fully liable for ensuring confidentiality and integrity of the password to YOUR account on the Toloka Web Site and its non-disclosure to third parties. YOU also agree to be fully liable for any actions performed on the Toloka Web Site with the use of YOUR account.
5.5. YOU agree and undertake to provide the Services in accordance with the requirements of the applicable laws, the provisions of this User Agreement, the Privacy Policy and the terms of each individual Task accepted by YOU via the Toloka Web Site.
5.6. YOU agree and undertake to provide the Services according to a high-quality standard and the terms of a corresponding Task, including fulfillment deadlines. It shall be prohibited to provide the Services by using automated methods (scripts, robots, etc.), unless otherwise provided for by the terms of the corresponding Task.
5.7. The CUSTOMER reserves the right to consider the Services as rendered improperly and to refuse at its sole discretion to pay YOU for the provided Services in any of the following cases:
a) YOU have specified inaccurate and (or) misleading data In YOUR account, including the cases where the Toloka Web Site is used by minors and (or) citizens and (or) tax residents of the Swiss Confederation;
b) The Services have been provided in improper conditions (for example, there is a background noise in the record, no audio record is made, low sound quality, no video record is made, low video quality, blocked Web cam);
c) The CUSTOMER concludes that the provided Services (the results of the fulfilled Task) fail to meet the set standards (if applicable) and (or) the terms of the Task, or the Task has been only partially fulfilled (for example, not all of the set problems have been resolved);
d) The Task is fulfilled upon the expiration of the term set by the CUSTOMER in the terms of the Task;
e) Breach of the terms of this User Agreement, including, but not limited to the provisions of Clause 3.1-3.2 of the User Agreement.
f) YOU fail to provide the CUSTOMER with the information and/or documents that CUSTOMER has requested from YOU in accordance with Clause 5.14 of this User Agreement.
5.8. YOU SHALL ACT AS AN INDEPENDENT CONTRACTOR WITH RESPECT TO THE CUSTOMER and may not be deemed as an employee of the CUSTOMER or any of the CUSTOMER Group entities. Therefore, YOU may not issue a claim to the CUSTOMER or any of the CUSTOMER Group entities in connection with the provision of the Services under this User Agreement for payment of salary, vacation pay, temporary disability (illness) allowance, pension and (or) social security benefit, medical service and (or) social assistance privilege, retirement pay or any other payments, benefits, guarantees and (or) compensations stipulated by the applicable labour laws.
5.9. YOU hereby acknowledge that YOUR primary or secondary employment is not related to the provision of the Services with the use of the Toloka Web Site and that YOU agree to provide such Services at YOUR own risk. YOU understand and acknowledge that the CUSTOMER shall not see to it that YOU have an appropriate work place and (or) control the time YOU spend on providing the Services, and shall not instruct YOU in any manner as regards the work place and (or) the time YOU spend on providing the Services with the use of the Toloka Web Site, provide any equipment necessary for providing the Services and (or) Internet access.
5.10. YOU represent and warrant that if, to be able to provide the Services, YOU are required in accordance with the applicable laws to be registered as an individual entrepreneur (sole trader), YOU have been registered and act as an individual entrepreneur (sole trader) at the time of the commencement of the Services and at any particular moment while YOU provide the Services. YOU represent and warrant that YOU shall pay all applicable insurance contributions and (or) taxes and submit all appropriate reporting forms to competent authorities.
5.11. YOU agree and undertake to reimburse the CUSTOMER for all losses incurred by the CUSTOMER as a result of YOUR invalid representations and warranties listed in Clause 5.9-5.10 of this User Agreement.
5.12. The CUSTOMER may (but in no case is obligated to) provide monitoring, preliminary moderation, filter, delete any content and (or) results of YOUR Services and (or) investigate into any breach of the CUSTOMER rules applicable to YOU and (or) review complaints from and with respect to YOU and take appropriate measures.
5.13. YOU may use the Toloka Web Site solely for the purposes specified in this User Agreement.
5.14. YOU undertake to furnish to the CUSTOMER any information and (or) documents requested by the CUSTOMER for certain reasons in connection with YOUR provision of the Services.
The CUSTOMER reserves the right to restrict the ability to perform Tasks and withdraw funds from YOUR account until YOU provide the requested information and/or documents and they are verified by the CUSTOMER.
5.15. YOU confirm that each time YOU start fulfilling the Task, the data contained in YOUR account (User Data) are complete, true and reliable. YOU agree that in cases where such data appear to be false, the Services rendered by YOU but not yet paid at the moment when such false data are revealed, are deemed to be rendered improperly and, therefore, the CUSTOMER may refuse to pay YOU the remuneration in the manner stipulated in Clause 5.7 of this User Agreement.
6.1. If YOU have provided the Services in compliance with the requirements set as to their quality, deadlines and terms specified in a corresponding Task and this User Agreement and the CUSTOMER has accepted such Services (results of fulfilled Tasks), the remuneration amount set in the terms of the corresponding Task (hereinafter referred to as Payment) shall be transferred to YOUR account on the Toloka Web Site no later than 30 (thirty) days following the successful fulfillment of the corresponding Task and acceptance of its result by the CUSTOMER. The CUSTOMER assumes no obligations as to whether or not the Services provided by YOU (results of fulfilled Tasks) will be accepted by the CUSTOMER as per this clause. The provided Services shall be assessed on the basis of the obtained results, and not on the basis of the time spent and (or) effort made.
6.1.1. If YOUR Services (results of Tasks completed by YOU) have not been accepted, YOU may communicate YOUR objections (specifying the number of the respective Task) via the interface of the Toloka Web Site within 7 calendar days from the date when the respective Services (results of Tasks) have been rejected. YOU agree that any objections communicated after the expiration of the 7 days’ term will not be considered. Provided that YOUR objections have been properly communicated, the CUSTOMER may, but shall not be obliged to, consider them within 14 calendar days from the date when YOU have been communicated YOUR objections. Having considered YOUR objections, the CUSTOMER may decide to accept the Services (results of Tasks) or reject them again. YOU can communicate YOUR objections regarding each refusal to accept YOUR Services only once. If the CUSTOMER decides not to consider YOUR objections, the CUSTOMER shall not inform YOU thereof.
6.1.2. Where Payment is transferred by the CUSTOMER to YOUR account on the Toloka Web Site, YOU may withdraw money from YOUR account by using the details of a payment system operator or a credit institution selected by YOU (from among available ones), given YOUR successful identification in the corresponding payment system and (or) credit institution in accordance with the requirements of the operator of such payment system and (or) the credit institution and the applicable laws. The CUSTOMER shall send a request for withdrawal of money from the account on the Toloka Web Site according to the details of the payment system operator or the credit institution selected by YOU no later than 30 (thirty) calendar days after YOU initiate the withdrawal of the Payment amount.
6.1.3. Payment shall be made in US dollars. If the payment system operator and/or a credit institution selected by YOU do not provide YOU with an opportunity to receive Payment in US dollars (in accordance with the selected terms of use), YOU shall receive an amount in another currency in accordance with the terms of use of the respective payment system operator and (or) the credit institution. YOU may find information on the applied exchange rates and conversion dates in the Help section of the Toloka Web Site.
The CUSTOMER has the unilaterally right to fix (and change) the exchange rate for which the conversion will take place. YOU may find information about the current fixing of the course at https://toloka.ai/files/eula/usd_rate_en.html.
By initiating a withdrawal of money from your account on the Toloka website, YOU agree to the exchange rate fixed on the date of withdrawal of money by the CUSTOMER, indicated on https://toloka.ai/files/eula/usd_rate_en.html. YOU confirm that there are no claims against the CUSTOMER both with respect to fixing and/or changing the exchange rate unilaterally, and with respect to the amount of such fixed and/or changed exchange rate.
6.1.4. Payment sums shall be withdrawn from YOUR account on the Toloka Web Site according to the rules, tariffs and rates set by the corresponding payment system operator and (or) the credit institution. the CUSTOMER shall bear no liability should YOU have complaints to actions and (or) omission of the payment system operator and (or) credit institution selected by YOU with respect to YOUR request for the withdrawal of money from the account on the Toloka Web Site or other operations.
6.1.5. YOU agree that when withdrawing Payment sums from YOUR account on the Toloka Web Site, payment system operator or credit institution selected by YOU may deduct their commission fees from sums withdrawn and request additional documents in connection with the operation.
6.1.6. The CUSTOMER shall not participate in the communication between YOU and the payment system or the credit institution.
6.2. If YOU hold that Payment has been made with some error, YOU may, as soon as practicable, forward an inquiry to the CUSTOMER Customer Support using the e-mail published on the Toloka Web Site. If YOU fail to notify the CUSTOMER of such error within 10 (ten) calendar days following the transfer of the respective amount to your account on the Toloka Web Site, such non-notification shall be deemed as a waiver of claims and YOUR approval of corresponding payments. The CUSTOMER reserves the right to refrain from considering inquiries forwarded later than within 10 (ten) calendar days after YOUR initiation of the Payment withdrawal procedure.
6.3. The CUSTOMER shall bear no liability for deduction of taxes from Payment sums and any other money paid to YOUby the CUSTOMER; YOU shall be fully liable for the calculation, deduction, payment and reporting of payment of any taxes and dues to appropriate regulatory and (or) supervisory 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 and (or) payable for any reason in connection with any Payment, provision of the Services, use of the Toloka Web Site, any of YOURactions and (or) omission as well as actions and (or) omission of YOUR affiliates.
6.4. YOU agree that any sum of the remuneration, stated in the terms of a corresponding Task and received by YOU for the provided Services (fulfilled Tasks), shall be adequate and sufficient remuneration for the provided Services and any information and (or) exclusive rights to intellectual activity results provided by YOU. All obligations of the CUSTOMER to pay YOU any sums in connection with YOUR provision of the Services (fulfillment of Tasks) shall be fulfilled as of the date of Payment made by the CUSTOMER.
6.5. YOU agree that the maximum amount possible at any one time on YOUR account in Toloka Web Site is is specified at https://toloka.ai/files/eula/account_limits_en.html and may be change at any time unilaterally by the CUSTOMER. If the amount exceeds the specified amount, the ability to complete Tasks is blocked. In order to continue completing Tasks, YOU need to withdraw money from your account, as provided in art 6.1.2.
YOU confirm that YOU have no claims against the CUSTOMER regarding fixing and/or changing the maximum amount possible for a one time on YOUR account in the currency of the Toloka Web Site.
6.6. YOU agree that if the amount of YOUR account in Toloka Web Site is 1 US dollar or less and if YOUdo not complete Tasks within 12 (twelve) months in a row, the amount from YOUR account is debited by the CUSTOMER and the amount of the account remains zero. If the amount is debited from YOUR account under mentioned conditions, you have no claims against the CUSTOMER.
7.1. YOU hereby acknowledge and agree that all intellectual rights with respect to the Toloka Web Site and Tasks (including, inter alia, exclusive rights, copyright, patent right, trademark rights, design right), regardless of whether or not such are registered, shall belong to the CUSTOMER.
7.2. YOU hereby agree and acknowledge that all results of the Tasks/Services fulfilled/provided by YOU shall be created by YOU for the CUSTOMER (the Result) and that all rights to such Result, including the exclusive right and other intellectual rights, shall be transferred at no charge by YOU to the CUSTOMER and that such exclusive right and intellectual rights shall be automatically transferred to the CUSTOMER each time a corresponding Result is created.
7.3. For the avoidance of doubt in future, YOU agree to transfer all rights to the Result as set out in Clause 7.2 of this User Agreement, each time without any additional fee to YOU for such alienation and regardless of whether or not YOU have received Payment for the provided Services (fulfilled Tasks).
7.4. YOU hereby agree and acknowledge that YOU are the sole right-holder with respect to the Result and are entitled to transfer the rights to the Result as stated in Clause 7.2 of the User Agreement, without obtaining consent of third parties, and that such rights to the Result are free from any pledge, arrest, retention, purchase option and other encumbrance.
7.5. On YOUR part, YOU undertake to take all necessary actions for all rights to the Result to be transferred to the CUSTOMER, as stipulated in Clause 7.2 of this User Agreement.
7.6. YOU hereby agree and acknowledge that the CUSTOMER may use the Result without any reference to YOU as the Result author, to make any changes, abridgements and (or) additions to the Result, make the Result public, incorporate the Result in complex objects comprising several protected intellectual activity results, to create derivative works based on the Result.
8.1. YOU agree that CUSTOMER, the CUSTOMER Group entities and their affiliates, executives, employees and representatives (hereinafter referred to as the “the CUSTOMER and Related Parties”) shall bear no liability to YOU under this User Agreement or other contract, and on any other grounds, regarding:
a) YOUR direct, indirect, incidental or punitive damages, lost profits, expenses related with the purchase of substitute products and services, regardless of whether or not the CUSTOMER and Related Parties could have foreseen or should have foreseen such damages, and
b) loss or destruction of data and (or) termination of the possibility to use such.
8.2. Insofar as allowed by the applicable laws, the total maximum liability of the CUSTOMER and Related Parties to YOU shall not exceed the sums actually paid to YOU by the CUSTOMER for the Services.
8.3. YOU hereby undertake to reimburse the CUSTOMER and Related Parties for losses incurred in connection with any demands, applications, claims or lawsuits of third parties, property liability, damage, penalties, fines and (or) costs of any nature (including reasonable expenses on legal consultants and representatives), as well as for losses incurred due to loss of or damage to any property, during the term of this User Agreement and upon termination hereof, provided that such losses are incurred due to or in connection with
a) breach by YOU of this User Agreement;
b) the Services provided by YOU in pursuance of this User Agreement, and also YOUR actions or omission in connection with such Services; and
c) infringement of rights of any persons, including copyright, patent right, trademark right, allied rights, authorship rights, other intellectual rights, personal non-property rights, privacy rights, the right to protect dignity, good name and business reputation, breach of confidentiality. Should any claims (lawsuits) be filed against the CUSTOMER and Related Parties as described in this clause of the User Agreement, any of the specified parties has the right to demand, with a notice to YOU, that YOU present, at YOUR expense, objections to such claim (statement of defense), act as the defendant in the lawsuit or trial, enter into the consideration of the case upon demand of the CUSTOMER and Related Parties, and employ for such purposes a legal consultant (representative); employment of such legal consultant (representative) shall be subject to prior approval by the CUSTOMER and Related Parties.
8.4. In case of disclosure any confidential information contained in Tasks on Toloka Web Site, YOU may be held liable in accordance with applicable laws.
8.5. YOU unconditionally agree with the following measures that can be applied to YOU by the CUSTOMER if YOU violate the terms and conditions of the User Agreement:
8.5.1. In case of violation of the provisions of clause 5.1., namely: if the CUSTOMER detects that YOU have registered and/or used two or more accounts on the Toloka Web Site, the second and each subsequent identified account is blocked, the funds held thereon become unavailable for withdrawal and are canceled by the CUSTOMER in full, i.e. the accounts' balance becomes zero;
8.5.2. In case of violation of the provisions of clause 5.6., namely: if YOU use automated methods (scripts, robots, etc.), when their use is not provided for by the terms of the corresponding Task, YOUR account is blocked, and the funds thereon become unavailable for withdrawal and are canceled by the CUSTOMER in full, i.e. the account balance becomes zero.
The CUSTOMER reserves the right to unblock YOUR account;
8.5.3. In case of violation of the provisions of sub-clause 3.5., namely: the presence of images of any individuals and/or license plates of any vehicles in the results of performed field tasks, the results of the above stated field tasks may be considered invalid and not subject to payment. In addition, the CUSTOMER has the right to take measures, at its sole discretion, to terminate such actions on the part of the User, including, but not limited to, blocking the account, restricting the possibility of withdrawing funds from the account, restricting the use of the Toloka Web Site.
8.5.4. In case of violation of the provisions of sub-clause 5.7. (a), namely: YOU have specified inaccurate and (or) misleading data in YOUR account, including the cases where the Toloka Web Site is used by minors and (or) citizens and (or) tax residents of the Swiss Confederation, YOUR account is blocked in accordance with clause 3.3., and the funds thereon become unavailable for withdrawal and are canceled by the CUSTOMER in full, i.e. the account balance becomes zero;
8.5.5. If YOU fail to comply with the provisions of sub-clause 5.7. (e) within 30 (thirty) calendar days, namely: failure to provide the information and/or documents requested by the CUSTOMER in accordance with the provisions of clause 5.14. of the User Agreement, the CUSTOMER reserves the right not to unblock YOUR account, and to cancel the funds thereon in full, i.e. the account balance becomes zero.
8.6. If CUSTOMER believes or suspects that any User actions while using the Toloka Web Site violate the terms and conditions hereof and/or are unfair, including those aimed at receiving payment for Tasks and/or receiving bonus points in an unfair way, the CUSTOMER has the right to take measures, at its sole discretion, to terminate such actions on the part of the User, including, but not limited to, blocking the account, restricting the possibility of withdrawing funds from the account, restricting the use of the Toloka Web Site.
9.1. The CUSTOMER reserves the right to, at any time and with no prior notification, amend and supplement this User Agreement, the Privacy Policy and any other applicable documents. A notice of such amendments shall be sent to YOU in advance to the e-mail specified by YOU during the registration, except in cases where YOU refused to be notified by e-mail, and also via the interface of YOUR account on the Toloka Web Site. Notifications of amendments to the User Agreement, the Privacy Policy and other applicable documents shall be also published on the Toloka Web Site.
9.2. By continuing to fulfill the Tasks received via the Toloka Web Site or otherwise use the Toloka Web Site, YOU express YOUR full and unconditional agreement to the terms of the corresponding version of the User Agreement, the Privacy Policy and (or) other applicable documents. If YOU do not agree to the amendments made, YOU shall discontinue using the Toloka Web Site.
9.3. The current version of the User Agreement is available at https://join.toloka.ai/legal/user-agreement). The official text of the User Agreement is only the English version, versions in different languages are provided exclusively for YOUR information.
9.4. This User Agreement shall be valid until its termination as per Clause 9.5 of this User Agreement.
9.5. This User Agreement may be terminated:
9.5.1. by YOU: press «Remove Profile» in «My Profile» - «Edit» and agree to the terms of the deletion of the account by ticking the box and pressing «Remove Profile»; or
9.5.2. by the CUSTOMER in case YOU breach art. 3.4. of this User Agreement;
9.5.3. by the CUSTOMER at any moment in case YOU breach any of the provision of this User Agreement and at any moment for any reason, with a notice to YOU by e-mail and (or) via the interface of YOUR account on the Toloka Web Site.
9.6. The CUSTOMER also may at any time terminate, restrict, prohibit or suspend YOUR access to the Toloka Web Site, in full or in part (including to Tasks), at its own discretion, with no prior notification and without paying any compensation and stating reasons for such decision.
9.7. IF THE USER AGREEMENT IS TERMINATED AS PER CLAUSE 9.5 HEREOF, YOU MAY NOT AGAIN CONCLUDE SUCH USER AGREEMENT WITH THE CUSTOMER, REGISTER A NEW ACCOUNT ON THE TOLOKA WEB SITE AND (OR) RE-ACTIVATE THE PREVIOUSLY CREATED ACCOUNT.
9.8. If YOU file an application to terminate this User Agreement in accordance with Clause 9.5.1. hereof, YOU will be notified of an opportunity to withdraw Payment from YOUR account on the Toloka Web Site. If YOU proceed with termination of this User Agreement and do not initiate withdrawal of Payment after receiving such notification, YOU waive YOUR right to receive the remuneration sums accumulated on YOUR account on the Toloka Web Site, and the CUSTOMER shall not be obliged to effect the respective payments.
9.9. If this User Agreement is terminated at the initiative of the CUSTOMER in connection with YOUR breach of the terms of this User Agreement, the CUSTOMER may cancel and refrain from paying YOU the remuneration sums accumulated on YOUR account on the Toloka Web Site or any other sums in YOUR favour.
10.1. All notices that may be sent to YOU by the CUSTOMER in connection with this User Agreement shall be published on the Toloka Web Site, communicated in a message via the interface of YOUR account on the Toloka Web Site and (or) sent to the e-mail specified by YOU during the registration, except in cases where YOU refused to be notified by e-mail. E-mail notice shall be sufficient in all cases and shall be deemed as received by YOU on the following day after such notice is forwarded to YOU.
10.2. Should any of the provisions of this User Agreement be recognized by a competent court as invalid, such provision is deemed as excluded from this Agreement, with all the other provisions hereof remaining valid in such case. Such provision of the User Agreement, recognized as invalid, shall be replaced with a provision best reflecting the intents pursued by the Parties to the User Agreement at the time of its conclusion and the practice of their economic relationship.
10.3. YOU acknowledge and agree that when deciding to accept the terms of this User Agreement YOU have considered the provisions of Section 4 «Disclaimer of Warranties» and Section 8 «Liability».
10.4. YOU may not assign, transfer, delegate, sell, or otherwise dispose of this User Agreement and/or any rights and obligations under an in relation with the User Agreement, including, without limitation, by operation of law, without the prior written consent of the CUSTOMER. Any purported assignment, transfer, delegation, sale or other disposition in contravention of this clause including, without limitation, by operation of law, is void. Subject to the foregoing, this User Agreement will be binding upon and will inure to the benefit of the parties’ permitted successors and assigns. The Customer may freely and at its own discretion assign, transfer, delegate, sell, or otherwise dispose of this User Agreement and/or of any of its rights and obligations under and in relation with this User Agreement, including, without limitation, by operation of law, without YOUR prior consent.
This User Agreement (particularly, matters regarding its validity, performance and termination) shall be subject to and construed in accordance with the laws of the Swiss Confederation (except for the rules of the law of conflict of the Swiss Confederation). All disputes arising out of or in connection with this User Agreement shall be subject to the exclusive jurisdiction of courts of the canton of Lucerne. The foregoing shall not restrict the right of the CUSTOMER to seek injunction and (or) any other remedy in any other judicial authorities.
[1] the CUSTOMER means Toloka AI AG a corporation incorporated and existing under the laws of Switzerland, having its registered office at Werftestrasse 4, 6005 Lucerne Switzerland, and identification number CHE-132.532.069.
[2] the CUSTOMER Group Entity implies the CUSTOMER and all other legal entities listed in Exhibit 8.1 to the Yandex N.V. Annual Report for Foreign Private Issuers, prepared in accordance with the requirements of the NASDAQ communications system, as well as all legal entities: 1) which directly or indirectly hold more than 50% of shares of the CUSTOMER; 2) where more than 50% of shares in the authorized capital are held, directly or indirectly, by the CUSTOMER; 3) where more than 50% of shares in the authorized capital or stock are held, directly or indirectly, by a person who directly or indirectly holds more than 50% of shares of the CUSTOMER; 4) which are entitled to take management decisions with respect to CUSTOMER or with respect to which the CUSTOMER is entitled to take management decisions. The report is available at http://ir.yandex.com/sec.cfm.
Availability –
Confidentiality –
Controller –
Processor –
Data subjects –
Customers –
Toloka –
Tolokers –
Encryption –
Integrity –
Personal data –
Personal data breach –
Sub-processors –
1. The Parties hereby conclude the contractual clauses between Toloka (processor) and Toloker (sub-processor) (hereinafter – "Clauses").
2. (a) An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by adding itself to the Annex I and signing this Data Processing Agreement.
(b) Once it has added itself to the Annex I and signed this Data Processing Agreement, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.
(c) The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.
3. In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties existing at the time when these Clauses are agreed or entered into thereafter, these Clauses shall prevail.
4. The details of the processing operations, in particular the categories of personal data, the purposes for which the personal data is processed on behalf of the controller and duration of the processing, are specified in Annex II.
5. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, processor (as the owner of the informational system used by Toloker) shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk. List of measures used by the processor are included in the Annex III.
6. Toloker guarantees that they won't process, copy, share or do any other activity with personal data to witch they have access that was given by the controller as a part of provision of Services to Toloka within informational systems provided by processor or controller except on instructions from the controller, unless they are required to do so by the competent supervisory authorities. Thus, sub-processor must refrain from (including, but not limited to):
7.1. Each Party's liability for any breach of this Data Processing Agreement shall be subject to the limitations and exclusions of liability set out in the Agreement, provided that neither Party limits or excludes any liability that cannot be limited or excluded under applicable law.
7.2. Indemnities in case of personal data breach is regulated in accordance with local legislation and judicial practice (if applicable in accordance with legal requirements).
8. All references of this Data Processing Agreement to requirements of data protection laws of shall be read as references to relevant requirements of applicable data protection laws, including, without limitation, data protection law of Switzerland.
9. Annexes I – III are attached to this Data Processing Agreement.
Processor:
Toloka AI AG, a corporation incorporated and existing under the laws of Switzerland, having its registered office at Werftestrasse 4, 6005 Lucerne Switzerland
Contact person's name, position and contact details: tolokercare@toloka.ai
Subprocessor(s):
Retained Tolokers who will be engaged to perform Controller's tasks via Toloka Web Site
Categories of data subjects whose personal data is processed
Natural persons whose personal data are contained in Customer's dataset and/or are required to perform tasks
Categories of personal data processed
Any personal data contained in Customer's dataset and/or required to perform tasks
Sensitive data processed (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialized training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.
Sensitive personal data contained in customer's dataset and/or required to perform tasks. Strict purpose limitation and access restrictions are employed.
Nature of the processing
The sub-processor provides the controller with Services specified in the task provided by controller. The sub-processor performs on behalf of the controller operations on personal data required to provide the service: Collection, organisation, structuring, adaptation or alteration, use, alignment or combination.
Purpose(s) for which the personal data is processed on behalf of the controller
Duration of the processing
Duration of the processing is limited by the period of completion of a specific task.
Description of the technical and organizational security measures implemented by the processor(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, as well as the risks for the rights and freedoms of natural persons:
For transfers to (sub-) processors, also describe the specific technical and organizational measures to be taken by the (sub-) processor to be able to provide assistance to the controller:
For transfers to sub-processors that are necessary to ensure technical measures that data subjects are afforded a level of protection that is essentially equivalent to that are implemented by the processor(s).
Description of the specific technical and organizational measures to be taken by the processor to be able to provide assistance to the controller:
Technical and organizational measures to be taken by the processor to be able to provide assistance to the controller are afforded a level of protection that is essentially equivalent to that are implemented by the processor.