Toloka Terms of Use
Date of publication: 2.04.2025
Effective Date: 2.04.2025
Thank you for using Toloka! These Terms of Use (this "Terms of Use" or “Terms”) govern your use of the Hybrid Agent by Toloka services and any related software, code, or documentation (collectively, the "Services") made available by Toloka AI BV, a corporation incorporated and existing under the laws of The Netherlands, having its registered office at Schiphol Boulevard 165, 1118 BG Schiphol, The Netherlands, customercare@toloka.ai ("Toloka").
These Terms do not apply to you if you reside in the United States,please read the Terms that apply to you here.
Throughout these Terms you may also be referred to as the “Customer”. Customer and Toloka are each individually referred to as "Party" and collectively referred to as the "Parties". Other definitions used throughout these Terms are explained in Section 14 of these Terms.
These Terms of Use incorporates the following additional terms (also: Linked Documents):
i. The Usage Policy of Toloka set forth here
ii. The Privacy Notice set forth here
iii. The Data Processing Agreement set forth here
1. SCOPE OF THESE TERMS OF USE
1.1. Customer’s Rights to use the Services; Restrictions. Subject to the terms and conditions of these Terms of Use, including the payment of all applicable fees and applicable policies as listed above, Customer may access and use the Services during the Term provided that Customer is at least 18 years old or the minimum legal age required in your country to consent to use the Services. If you are under 18, you must have your parent or legal guardian’s permission to use the Services and ask them to read these Terms with you.
Customer may not (You may not use our Services for any illegal, harmful, or abusive activity. For example, you are prohibited from:
Using our Services in a way that infringes, misappropriates or violates anyone’s rights.
Modifying, copying, leasing, selling or distributing any of our Services.
Attempting to or assisting anyone to reverse engineer, decompile or discover the source code or underlying components of our Services, including our models, algorithms, or systems (except to the extent this restriction is prohibited by applicable law).
Automatically or programmatically extracting data or Output (defined below).
Representing that Output was human-generated when it was not.
Interfering with or disrupting our Services, including circumventing any rate limits or restrictions or bypassing any protective measures or safety mitigations we put on our Services.
Using Output to develop models that compete with Toloka and or Toloka AI and/or its affiliates.
1.2. Toloka and Toloka’s affiliates own all rights, title, and interest in and to the Services. You may only use our name and logo in accordance with our Brand Guidelines.
1.3. Our services may include third party software, products, or services, (“Third Party Services”) and some parts of our Services, like our browse feature, may include output from those services (“Third Party Output”). Third Party Services and Third Party Output are subject to their own terms, and we are not responsible for them.
1.4. We appreciate your feedback about our Services, but you agree that we may use it to provide, maintain, develop, and improve our Services, without compensation to you.
2. FEES AND PAYMENTS
2.1. Fees: All charges will be made clear to you before purchase.
2.2. Billing. If you sign-up for a purchase of any Services, you will provide complete and accurate billing information, including a valid payment method. If your payment cannot be completed, we may downgrade your account or suspend your access to our Services until payment is received.
2.3. Tokens. You can pay for some Services in advance by purchasing Tokens. The following shall apply:
2.3.1. We may offer the option to prepay for certain Services through the purchase of credits (“Prepaid Tokens”). Prepaid Tokens represent the amount you have paid in advance for use of the respective Services. Additional terms may apply to specific Services.
We may also offer Tokens free of charge as part of a promotional program rather than for purchase (“Promo Tokens”). Promo Tokens will not be applied against any sales, use, gross receipts, or similar transaction based taxes that may be applicable to you.
Promo Tokens are not legal tender or currency; are not redeemable, refundable, or exchangeable for any sum of money or monetary value; have no equivalent value in fiat currency; do not act as a substitute for fiat currency; and do not constitute or confer upon you any personal property right. Promo Tokens are non-transferable and may be used only in connection with the applicable Service.
Your available Token (including your Promo Tokens) balance may be reviewed in your account.
We prohibit and do not recognize any purported transfers, sales, gifts, or trades of Tokens. Evidence of any attempt to use, sell, or transfer Tokens in any manner violates these Terms and may result in revocation, termination, or cancellation of the Tokens and/or your use of the Services without refund and/or immediate suspension or termination of your account.
We reserve the right to suspend or terminate your use of the Services in accordance with the Term, including suspending or terminating your Token's balance, in compliance with applicable law.
2.3.2. No Right of Withdrawal. By purchasing Tokens, you acknowledge and agree that the Tokens will be added to your account immediately upon completion of the transaction and will be available for immediate use. You therefore expressly agree that no right of withdrawal or cancellation applies. Accordingly, once the Tokens have been credited to your account, you shall not be entitled to any refund, reversal, or reimbursement of the purchased Tokens.
2.3.3. Changes. We may change our prices from time to time. If we increase our prices, we will give you at least 30 days’ notice and any price increase will take effect on your next purchase of the Tokens so that you can cancel if you do not agree to the price increase.
2.4.1. Each Party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges that are imposed upon or with respect to the transactions and payments under these Terms of Use. All fees payable by you are exclusive of Taxes, except where applicable law requires otherwise.
2.4.2. We may request to confirm the Customer’s tax residence status (i), and request your tax identification number to prove the tax residency (if applicable). This information is necessary to ensure compliance with tax regulations and to apply the appropriate pricing and applicable taxes. An invoice will be issued immediately upon successful charging of the Customer’s bankcard. The invoice will detail the price amount, taxes (if applicable), and the total charged amount.
2.4.3. The Customer will be liable to pay or reimburse Toloka for any taxes, interest, penalties, or fines arising out of any misdeclaration or misinformation provided by the Customer to Toloka.
3. CUSTOMER OBLIGATIONS. SUSPENSION OF SERVICES
3.1. Customer will:
3.1.1. use the Services in accordance with the provisions of these Terms of Use;
3.1.2. use the Services in accordance with the Guidelines;
3.1.3. provide all information reasonably requested by Toloka, including to facilitate the Services and verify Customer’s compliance with these Terms of Use;
3.1.4. provide accurate and complete information to register for an account to use our Services;
3.1.5. not share Customer’s account credentials or make Customer’s account available to anyone else and Customer is responsible for all activities that occur under Customer’s account.
3.2. Toloka may suspend the Services under the following circumstances: (a) if
Customer breaches these Terms, Guidelines, or any applicable Policies or addendum entered by the Parties; (b) if Customer breaches any applicable law while using the Services. The suspension will last until complete elimination of the reason or circumstances causing such suspension. If Customer failed to fix the circumstances leading to suspension within three business days following Toloka’s notice of suspension, Toloka may permanently terminate Services without the right to refund.
4. CUSTOMER OWNERSHIP; LICENSES; SUBCONTRACTING
4.1. Customer Content and Output. Except for the rights expressly granted in these Terms of Use, nothing herein grants to Toloka any rights concerning the Customer Content or Output, and Customer owns and reserves all right, title, and interest in and to the Customer Content and Output.
4.2. License Grants: Customer hereby grants to Toloka a royalty-free, fully paid-up, worldwide, sublicensable, non-transferable (except as set forth below), non-exclusive license to:
4.2.1. use the Customer Content and Output during the Term for the purpose of providing the Services hereunder; and
4.2.2. use anonymized Customer Content in order to operate, analyse, and improve the Services, including the creation of anonymous and/or aggregated data derived from Customer Content and use such anonymous and/or aggregated data in order to operate, analyse, and improve the Services; and
4.2.3. use anonymized Customer Content and Output for internal training and education, internal product evaluation, testing and any other related purposes; and
4.2.4. use the Customer Content and Output to create derivative data, which shall be owned by Toloka (hereinafter, the “Derivative Data”), provided that Customer Content and Output will be reasonably anonymized and Customer will not be reasonably identified from the Derivative Data.
4.3. Derivative Data. Toloka shall own all right, title and interest in and to the Derivative Data.
4.4. Subcontracting. Toloka may freely and at its own discretion, but subject to mandatory laws that apply to Toloka, engage its Affiliates or other third parties with the performance of all or parts of these Terms of Use and/or Services or any of its obligations under and/or in relation with these Terms of Use, without the need of Customer consent. Toloka may further freely and at its own discretion use any software to provide the Services.
4.5. Similarity of content. Due to the nature of our Services and artificial intelligence generally, Output may not be unique and other users may receive similar output from our Services. Our assignment above does not extend to other users’ output or any Third Party Output.
4.6 Opt out. If you do not want us to use your Content to train our models, you have the option to opt out by updating your account settings.
4.7. Accuracy. We are constantly working to improve our Services to make them more accurate, reliable, safe, and beneficial, but use of our Services may in some situations result in Output that does not accurately reflect real people, places, or facts.
When you use our Services you understand and agree that:
Output may not always be accurate. You should not rely on Output from our Services as a sole source of truth or factual information, or as a substitute for professional advice;
You must evaluate Output for accuracy and appropriateness for your use case, including using human review as appropriate, before using or sharing Output from the Services;
You must not use any Output relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them;
Our Services may provide incomplete, incorrect, or offensive Output that does not represent Toloka’s views. If Output references any third party products or services, it doesn’t mean the third party endorses or is affiliated with Toloka;
You are solely responsible for any use of Output you generate from our Services.
5. INDEMNIFICATION
5.1. If Customer is a business, independent contractor and has an account at Toloka for their business purposes, Customer will indemnify and hold harmless Toloka, its Affiliates, and each of its and their agents, employees, officers, directors, agents and licensors from and against any and all losses, liabilities, damages, costs and expenses, including attorneys’ fees and costs, (collectively “Losses”) arising out of or relating to, and defend each of them from, any third-party claim, action, or proceeding, including any governmental proceeding, (each, a “Claim”) concerning: (a) any Customer Content (including but not limited to any claim that Customer Content infringes, violates, or misappropriates any third-party rights, database rights and/or trade secrets, errors, mistakes, or inaccuracies); (b) Customer’s use of Services (including any activities under Customer’s account and use by Customer employees and personnel); (c) Customer’s breach of these Terms of Use or violation of applicable any applicable law or governmental rule or regulation (including by any person/entity under Customer`s account, whether authorized by Customer or not); and (d) breach of any terms and conditions of Data Processing Agreement.
6. WARRANTIES; DISCLAIMER
6.1. Mutual. Each Party warrants, represents, and covenants that it has all right, power and authority necessary for its execution and delivery of these Terms of Use, and performance of its obligations hereof.
6.2. By Customer. Customer warrants, represents, and covenants that:
6.2.1. all details provided by Customer are accurate, and complete, and that Customer will keep such information current at all times during the Term;
6.2.2. Customer has collected and will collect the Customer Content in compliance with all applicable laws and governmental rules and regulations, including without limitation laws on privacy, security, and personal data, and Customer has and will obtain such consents or other legal permissions as are required by applicable law and the Data Processing Agreement;
6.2.3. Customer or its licensors own all right, title, and interest in and to the Customer Content or otherwise has all rights in Customer Content necessary to grant the rights granted by Customer under these Terms of Use;
6.2.4. Customer’s use of the Services will comply with all applicable laws and governmental rules and regulations;
6.2.5. Customer complies with all applicable sanctions laws and regulations administered or imposed by the United Nations Security Council, the United States (“US”), European Union (“EU”), United Kingdom (“UK”), and Switzerland, or other applicable government authority, 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”);
6.2.6. neither Customer, nor any other person acting for or on Customer’s behalf, is a person, or owned or controlled (50% or more in the aggregate) by a person, that is identified on OFAC’s Specially Designated Nationals and Blocked Persons List, the
UK Consolidated List of Financial Sanctions Targets maintained by HM Treasury, the European Union Consolidated Financial Sanctions List maintained by the European Commission, the Swiss sanctions lists, or any other comparable list of persons
subject to trade or financial restrictions and/or sanctions imposed or administered by the United Nations Security Council, US, EU, UK, Switzerland, or other applicable government authority (collectively, “Restricted Persons Lists”);6.2.7. neither Customer nor any other person acting for or on Customer’s behalf or Customer’s Ultimate Beneficial Owners
(UBOs), are incorporated, registered, located and/or reside in Russia and/or Belarus. Customer declares that they will not
use or integrate the Services in any Customer’s activities related to Russia and/or Belarus.
6.3. Any provision of these Terms of Use that is or becomes in conflict with Sanctions Laws shall be null and void and Toloka shall not be legally bound by it. Customer will not engage in any dealing or transaction that could cause Toloka to violate or become subject to sanctions under the applicable Sanctions Laws and will provide written assurances of its compliance with applicable Sanctions Laws that Toloka may request from time to time. If Customer has a reasonable basis to believe that any of the foregoing warranties, representations, or covenants may no longer be true or has been breached, Customer shall immediately notify Toloka in written form and/or through telecommunication channels.
6.5. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES SPECIFIED IN THESE TERMS OF USE, CUSTOMER ACCEPTS THE SERVICES “AS IS”, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, ABILITY OF FULFILLING A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. Toloka DOES NOT OFFER ANY WARRANTY THAT THE SERVICES WILL MEET CUSTOMER’S NEEDS, BE UNINTERRUPTED OR ERROR FREE, OR FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT, DEVICE, SOFTWARE, OR OTHER MATERIALS. WITHOUT LIMITATION OF THE FOREGOING, Toloka WILL BEAR NO RESPONSABILITY FOR ANY: (A) ERRORS, MISTAKES, OR INACCURACIES OF ANY CUSTOMER CONTENT; (B) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES OR ANY OUTPUT; (C) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SERVICE; (D) ANY VIRUSES OR OTHER HARMFUL OR MALICIOUS CODE THAT MAY BE TRANSMITTED ON OR THROUGH THE SERVICES BY ANY THIRD PARTY; (E) ANY LOSS OR DAMAGE OF ANY KIND INCURRED RESULTING FROM THE USE OF ANY OUTPUT; OR (F) ANY THIRD-PARTY HARDWARE, SOFTWARE, OR SERVICES.
7. LIMITATION OF LIABILITY
7.1. Limitation of liability. NEITHER Toloka NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE OR ONE HUNDRED EUROS (100 EURO). THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
8. TERM AND TERMINATION
8.1. Termination by you. You can stop using our Services and end your relationship with Toloka at any time by simply closing your account and stopping your use of the Services.
8.2. EEA consumer withdrawal right. If you are an EEA-based consumer, you can close your account, stop using our Services and withdraw from these Terms within 14 days of accepting them.
8.3. Termination by Toloka. We may take action to suspend or terminate your access to our Services or close your account if we determine, acting reasonably and objectively:
You breached these Terms or our Guidelines and or Policies.
We must do so to comply with the law.
Your use of our Services could cause risk or harm to Toloka, our users, or anyone else.
Your account has been inactive for over a year and or you do not have a paid account.
8.4. Notice. If we terminate your account, we will make reasonable efforts to notify you in advance so you can export your Content or your data from the Services, unless it is not appropriate for us to do so, in example: if we reasonably believe that continued access to your account will cause damage to Toloka or anyone else, or we are legally prohibited from doing so.
8.5. Appeals. If you believe we have suspended or terminated your account in error, you can file an appeal with us by contacting our customer support customercare@toloka.ai.
9. CHANGES TO AGREEMENT
9.1. Changes to Terms. Toloka may change any term of the Agreement and Linked Documents unilaterally. Toloka will notify Customer through Telecommunication channels, at least thirty (30) calendar days prior to any changes to the Terms,
(“Change Notice”). Change Notice shall be given via your account or by sending an email to the email-address known to Toloka.
Changes to Services. Toloka reserves the right to change its Services at any time without prior notification, which may include ceasing the Services in whole or in part.
9.2. Customer Termination Right. If you do not agree to the changes, you must stop using our Services.
10. APPLICABLE LAW AND DISPUTES RESOLUTIONS
10.1. Concerns. If we have a dispute, please address your concerns before any formal legal action. To share your concerns you can contact us through customercare@toloka.ai.
10.2 Choice of Law. These Terms of Use, and all claims or defences based on, arising out of, or related to these Terms of the relationship of the Parties created hereby, including without limitation those arising from or related to the negotiation, execution,
performance, or breach of these Terms of Use, whether arising in contract, tort, law, equity, or otherwise, shall be construed with and governed by the laws of The Netherlands, with exclusion to its conflict of law principles and the Vienna Convention on the Sale of Goods.
10.3. Venue. Any dispute or claim arising out of, resulting from or in connection with the Agreement shall be subject to the exclusive jurisdiction of the courts of Amsterdam, the Netherlands.
10.4. EEA consumer alternative dispute resolution. If you reside in the EEA, you can also raise the dispute with an alternative dispute resolution body via the European Commission’s Online Dispute Resolution (ODR) Platform, which you can access at https://ec.europa.eu/consumers/odr(opens in a new window). If you are a consumer residing in the EEA, clauses 10.3 and 10.4 shall not prevent you from initiating proceedings before a court of competent jurisdiction in the member state in which you reside.
11. CONFIDENTIALITY
11.1. Confidential Information Defined. “Confidential Information” means any information of the disclosing party, including, but not limited to: scientific, technical, technological, production, financial, economic, or other information, including information on
information security, identification/authentication, personal data, and authorization (logins, passwords, etc.) tools, software and hardware suites, principles of their operation, source codes (their parts) of computer programs; statistics, information on
customers, products, services, individual discounts, research findings, and any other items that are marked or identified as "confidential" or "proprietary" or with other similar words.
11.2. Protection of Confidential Information. Each Party undertakes not to disclose or transfer to any third party any Confidential Information obtained from the other Party, except as permitted in the Agreement nor use any Confidential Information for its own purposes other than to exercise its rights and perform its obligations under these Terms of Use. The Parties shall take organizational and technical measures to protect Confidential Information of the disclosing Party similar to those they take to protect their
own Confidential Information but shall exercise no less than reasonable care to prevent unauthorized access, disclosure, or use of such information.
Exceptions. The foregoing obligations shall not apply to information that:
11.2.1. is, as of the time of its disclosure or thereafter by lawful means becomes, part of the public domain;
11.2.2. was known to the receiving Party through lawful means, as of the time of its disclosure;
11.2.3. the receiving Party can show was developed independently by it without use of reference
to the disclosing Party’s Confidential Information; or
11.2.4. the Parties agree in writing or by Electronic means is not confidential and/or may be disclosed.
11.3. Duration. The obligations set forth in this Section shall bind the Parties for a period of five (5) years from the date of disclosure of Confidential information and such obligations shall survive the termination or earlier expiration of these Terms of Use.
11.4. Permitted Disclosures. Notwithstanding the foregoing, a receiving Party may disclose the Confidential Information of the disclosing Party:
11.4.1. if required under applicable law or regulatory, legal or administrative process, or pursuant to any order or mandate of a court or other governmental or municipal authority, only to the minimum extent required, and provided that the receiving Party first notifies disclosing Party of the disclosure (if not prohibited by applicable law); Upon the request of the disclosing Party, receiving Party shall use commercially reasonable efforts to assist the disclosing Party, at the disclosing Party’s sole expense,
in seeking an appropriate protective order or other confidential treatment;11.4.2. to auditors and external consultants provided such persons undertook to protect the confidentiality of the information with equal or higher level of protection as set forth in these Terms of Use;
11.4.3. to a receiving Party's Affiliates, if such disclosure is reasonably necessary to perform the party’s contractual obligations or exercise its rights and the Affiliate undertook to protect the confidentiality of information transferred under terms requiring equal or higher level of protection as set forth by these Terms of Use;
11.4.4. to Affiliates and other third parties involved in the performance of the Services under these Terms of Use, if such parties undertook to protect the confidentiality of information transferred under terms requiring equal or higher level of protection as set forth by these Terms of Use;
11.4.5. that is shared to Affiliates and other third parties by Toloka in case of an Assignment by Toloka in accordance with Art. 13.4 or in case of any merger, restructuration, sale or similar transaction of pertaining to Toloka;
11.4.6. if required under the rules of any listing authority or stock exchange on which either Party or their Affiliates’ shares are listed.
11.5. References to Agreement. Any references to Toloka as well as the terms and existence of these Terms of Use shall only be published or otherwise communicated to third parties or to the public with the prior written or by Electronic means consent of Toloka.
12. NOTICES
12.1. By Toloka. Toloka may send any notices, messages, and documents to Customer through Telecommunication channels (for example, by e-mail or by posting such notices, messages, and documents on Site and/or in Customer’s Profile). Unless otherwise set forth in these Terms of Use, notices that Toloka provides by posting on Site will be effective upon posting, and notices that Toloka provides by e-mail will be effective when sent. Customer will be deemed to have received all messages sent to the e-mail associated with Customer Profile when Toloka sent the e-mail. Customers shall maintain a valid and accessible e-mail address in Profile at all times during the Term.
12.2. By Customer. Customer may send messages and notices to Toloka to Toloka’s e-mail customercare@toloka.ai or via feedback forms available to Customer on Site or Profile. Without prejudice to Section 9 of the Agreement, all claims or addendums to the Agreement submitted by the Customer must be in writing and signed by authorized representative of Customer. Legal notices shall be sent by Customer to Toloka in writing or to e-mail legal@toloka.ai.
13. MISCELLANEOUS
13.1. No Agency. The Parties are independent contractors. These Terms of Use do not create any agency, partnership, joint venture, employment, fiduciary, or any other similar relationship between Customer and Toloka.
13.2. Severability. If any provision of the Agreement is held by any competent court or authority to be invalid, illegal or unenforceable, in any respect, then such provision will be given no effect by the Parties and shall not form part of the Agreement. To the fullest extent permitted by applicable law and if the rights and obligations of any Party will not be materially and adversely affected, all other provisions of the Agreement shall remain in full force and effect. The provision held invalid, illegal or unenforceable shall be replaced by a valid, legal and enforceable provision that achieves, as nearly as possible, the original intention of the Parties.
13.3. No waiver. Neither Party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these Terms of Use. The waiver by any Party of any breach or default will not constitute a waiver of any different or subsequent breach or default.
13.4. Assignment. Customer may not assign, transfer, delegate, sell, or otherwise dispose of these Terms of Use and/or of any of its rights and obligations under and in relation with the Agreement, 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 13.4 including, without limitation, by operation of law, is void. Subject to the foregoing, these Terms of Use will be binding upon and will insure 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 of Use and/or of any of its rights and obligations under and in relation with these Terms of Use, including, without limitation, by operation of law, without the prior consent of the Customer.
13.6. Use of Customer Name. If Customer is a business, Customer authorizes Toloka to use a logo, trademark, trade name and/or name of Customer's website to identify the Customer as Toloka’s client for advertising and marketing purposes and without necessity to secure any additional consent of Customer and with no remuneration payable to Customer for such use.
13.7. Anti-Bribery. The Parties adhere to the applicable anti-corruption laws. The Parties hereby acknowledge and confirm that they have adopted a policy of zero tolerance to bribery and corruption, envisaging a total ban of any corrupt practices and on any facilitation payments. The Parties, their affiliates, employees, as well as intermediaries and representatives directly or indirectly involved in the performance of obligations of the Parties (including agents, commission agents, customs brokers and other third parties) shall not accept, pay, offer to pay and allow (authorize) the payment/acceptance of any funds or transfer of any benefits (including intangible), directly or indirectly, to/from any persons for the purpose of influencing the actions or decisions with the intention to obtain any improper advantage, including bypassing the procedure established by the laws, or pursuing other illegal purposes. This clause constitutes representations material for the Parties. The Parties rely on these representations when entering these Terms of Use. Either Party may unilaterally withdraw from the Agreement in case the other Party violates the obligations stipulated by this clause, by written notice and without recourse to the courts. The Agreement shall be terminated upon 10 calendar days from the date of the receipt of such written notice by the Party. If a Party suspects that any provisions of the present clause have been violated or might be violated, the Party concerned undertakes to immediately notify the other Party of its suspicions in writing or by Electronic means. The Parties agree that they will use the following addresses to report any violation/risk of violation of the present clause:
To notify Toloka: legal@toloka.ai;
To notify Customer: address indicated in the Profile.
13.8. Force Majeure. Each Party is released from liability for partial or full failure to discharge the obligations under Agreement, if such failure was caused by force majeure, including acts of God; natural and industrial disasters; epidemic or pandemic; acts of terrorism; hostilities; civil unrest; governmental acts prohibiting or restricting activities of Parties under Agreement; fire, flood, earthquake or other natural disaster, warfare, interruption or failure in telecommunications networks and facilities (including the internet or either Party or their supply chain’s data centre) or a utility service (including electricity); mandatory compliance with any law or other circumstances beyond the reasonable control of the Parties irrespective of their similarity to or difference from those mentioned above; and/or other circumstances that have arisen after the Agreement was signed as a result of emergencies Parties could neither foresee nor prevent, which make it impossible to properly discharge the obligations of Parties (each, a “Force Majeure Event”). If a Force Majeure Event prevents performance for last for 30 days or longer, either Party may unilaterally terminate Agreement.
13.9. Parties’ Details. If Parties change their name, their legal status, addresses and/or payment details and/or make other changes that may affect the performance of Agreement, a Party that made changes shall notify the other Party within five (5) calendar days following the changes.
13.10. Conflicting Terms. If Toloka provides these Terms of Use in more than one language, and there is a discrepancy between the English text and the translated text, the English text shall prevail.
13.12. Processing of Personal Data of the Parties’ Representatives. Parties agreed that to render Toloka services and manage the Agreement the personal data of the parties’ representatives may be processed. The Parties undertake to strictly comply with all
applicable data protection law concerning such processing. Customer is to provide all required persons with the information set out in the Privacy Notice.
14. DEFINITIONS
"Affiliate" means any person that directly or indirectly controls, is controlled by, or is under common control with another person through one or more intermediaries or otherwise. The term "control" means having the power, directly or indirectly, to direct or
cause the direction of the management and policies of a person, whether through ownership, by contract, or otherwise."Agreement" shall have the meaning set forth in the Preamble.
"Change Notice" shall have the meaning set forth under Section 9.1.
"Claim", within the context of Section 5, shall have the meaning set forth under Section 5.1.
"Content" means data, text, programs, databases, music, sounds, photos, graphics, videos, messages, and other materials.
"Customer" shall have the meaning set forth in the Preamble.
"Customer Content" means Content uploaded, collected and/or labeled by Customer on the resources of the Toloka Platform via Services.
"Electronic means" stands for electronic transactions conducted via the internet or other online communication networks.
"Effective Date" means the earliest date the Customer first accepted these Terms of Use or started to use Toloka Platform via Profile.
"Losses" shall have the meaning set forth under Section 5.1.
"Mindrift Platform" means the Internet-based platform, managed by Toloka, located on the website https://mindrift.ai/, and APIs and other resources that provides means to use Services.
"Output" means the annotations and labels based upon the Customer Content that are returned to Customer through Toloka Platform.
"Party" shall have the meaning set forth in the Preamble.
"Profile" means the closed section of the Toloka Platform provided by Toloka to Customer for administering the Services, including but not limited to: order and management of Services; storage of the total records of Services ordered and used;billing information about Customer's payments made and amounts payable under Agreement; information on the status of Customer's Profile; Customer login details; means provided for Parties to exchange notices and messages; performance of other actions required to make use of options of the Toloka Platform.
"Services" means information and consulting services rendered by Toloka under the Agreement, through the Toloka Platform.
"Site" means the website available online at https://agents.toloka.ai or other websites designated by Toloka as may be updated by Toloka from time to time.
"Telecommunication channel" means communications between Toloka and the Customer via Toloka Platform, Profile or through email.
"Term" shall have the meaning set forth under Section 8.
"Toloka" shall have the meaning set forth in the Preamble.
"Toloka Platform" means the Internet-based platform, located on the Site, and APIs and other resources that provide means to use Services.
"Users" means Internet users registered at the Toloka Platform and/or Mindrift Platform, who accepted these Terms.
"Written form" shall have the meaning as set forth in the Dutch Civil Code.
