Contributor License Agreement
Moscow, Russian Federation
This Agreement regulates the relations between Yandex and Contributor, in frame of which Parties assume all rights and obligations as follows.
Applicable Terms. The Parties shall be guided by the following terms and their definitions given hereunder:
Contributes shall mean independent results of intellectual activity and means of individualization (including, but not limited to source code, design items, texts, documentation) being elements of the Programs.
Programs shall mean software, including mobile applications, developed by Yandex or third parties as instructed by Yandex and new (future) versions of such programs. The term “Programs” referred to hereinafter shall mean both Programs and their components unless the text of the Agreement defines it otherwise. Programs are computer programs as defined in the Civil Code of the Russian Federation.
Agreement shall mean this agreement to grant intellectual property rights made by and between Contributor and Yandex.
Contributor shall mean an individual with necessary legal capacities that signed this Agreement and consented to all its provisions.
Yandex shall mean YANDEX LLC, a legal entity registered under laws of the Russian Federation (OGRN 1027700229193) located at: 16 Leo Tolstoy St., 119021, Moscow.
Affiliates shall mean legal entities able to control Yandex’s activities, directly or indirectly, and legal entities, which activities can be controlled by Yandex, directly or indirectly; in this respect, “control” shall mean the direct or indirect holding of more than 50% of voting shares/stock in the authorized (share) capital or the right to manage or the right to influence the controlled legal entity’s executive staff or policy obtained otherwise.
User shall mean any person using Programs or other products / services of Yandex.
Party shall mean any party of this Agreement: Contributor or Yandex.
1. Subject of the Agreement. Contributor grants to Yandex the right to use Contributes under a royalty-free, non-exclusive, irrevocable license by all means expressly specified hereby.
2. Term and Territory. Delivery of contributes. The license is provided for the entire duration of Contributor’s exclusive right to Contributes throughout the world.
Contributes may be provided (delivered) by Contributor to Yandex in any possible manner, both on a tangible carrier, or in electronic form, such as (but not limited to): on paper, in the form of request for changes (pull request), e-mail or task tracker. Contributes considered to be provided since the moment of their receipt by Yandex.
3. Use of Contributes by Yandex. Yandex may (but not obliged to) by its own discretion and without any necessity to get a prior approval from Contributor or any other third party in any way, not contrary to law, in part (but not limited to):
3.1. use Contributes for both commercial (including, for a fee) and non-commercial purposes; in advertising and marketing materials; in Programs and other products / services of Yandex with open and closed source code; in whole or in part;
3.2. change, reduce and expand Contributes, add comments, illustrations or any explanations to Contributes while using them;
3.3. create other Contribute-based results of intellectual activity, including derivative works and composite works;
3.4. convert Contributes into other languages, including other programming languages, port Contributes;
3.5. use Contributes under the trade name and/or any trademark (service mark) of Yandex or any other label as Yandex thinks fit;
3.6. provide Contributes to any third party both individually and as part of Programs and other products / services of Yandex, “as is”, with no need to provide any guarantees of error-free and failure-free operation of Contributes, their fitness for specific purposes and expectations, and any other guarantees, except as expressly prescribed by law.
3.7. grant to Affiliates the right to use the Contributes in any way, not contrary to law. From the moment of such granting, Affiliates have the right to use Contributes by its own discretion and without necessity to to get a prior approval from Contributor or any other third party.
4. Use of Contributes by Contributor. Once Contributes are provided to Yandex and this Agreement is signed, Contributor reserves the right to use Contributes by any legal means provided such use causes no damage to Yandex’s business reputation.
5. Reports. When using Contributes, Yandex has no obligation to provide any reports on the use of Contributes to Contributor or any other third party.
6. Market Value. Contributor confirms that the market value of the ordinary (non-exclusive) license for the right to use each particular Contribute granted by Contributor to Yandex makes RUR 100 (one hundred).
7. Patent License. Contributor hereby provides to Yandex and users of a Contribute and/or Program a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable (except as specified in this section) license for patent rights, including, but not limited to rights to develop, use, offer for sale, sell, import and otherwise alienate the Contribute and/or Program, where such rights are vested in Contributor, irrespective of whether these rights relate to the Contribute and/or Program as to separate elements or as to interconnected parts of one unit consisting, inter alia, of the Contribute and Program.
8. Representations and Warranties. Contributor makes the following representations and warranties to Yandex, which Yandex construes as essential for Yandex and upon which Yandex relies in the conclusion and implementation of the Agreement:
8.1. Contributor have all rights and legal capacity needed to sign this Agreement;
8.2. Contributes provided by Contributor to Yandex were developed (created) by Contributor except for Contributes, exclusive rights to which are vested in other parties (rightholders), but which, according to such rightholders’ direct expression of will, are distributed freely with no need to secure the rightholders’ approval and with no remuneration payable to them (open libraries, etc.), and Contributor uses such Contributes (inter alia, to provide them to Yandex) on legal grounds;
8.3. Contributes are not subject to any third-party rights, including rights of the Contributor’s employer;
8.4. Contributor secured the consent of authors (rightholders) of results of intellectual activity being part of Contributes for Yandex to use them by all means listed herein;
8.5. any further use of Contributes by Yandex as provided by Contributor to Yandex does not infringe on intellectual and any other rights and legitimate interests of third parties, including the Contributor’s employer.
9. Liability. If any claims or legal actions are filed against Yandex for its use of Contributes, Contributor undertakes to compensate all property losses of the Customer resulted from such claims provided Yandex used Contributes in accordance with the terms hereof. The amount of compensation of such property losses shall be determined according to documents confirming relevant payments made by Yandex to third parties to resolve claims or legal actions or Yandex’s obligation to make such payments (including, but not limited to final and binding judicial decisions, writs of execution, decisions, regulations and other law-enforcement acts of public or municipal bodies).
10. Limitation of Liability. All Contributes provided by Contributor to Yandex shall be provided “as is”, with no guarantees, express and implied, including guarantees of quality, commercial value or fitness of Contributes for specific purposes.
11. Logo and Trademarks. Contributor may only use Yandex’s logo in the manner and under the terms determined at: https://yandex.ru/company/rules/logotype/ unless otherwise specified by Yandex in writing.
12. Applicable Law. The Agreement shall be governed and construed in accordance with Russian law.
13. Resolution of Disputes. If the Parties fail to agree on disputable issues, disputes shall be reviewed in court at Yandex’s location. If Yandex does not know Contributor’s actual place of existence, disputes or other issues shall be reviewed in court at Yandex’s location.
14. Entire Agreement. This Agreement constitutes a full and express declaration of will of both Parties and cancels all other arrangements and communications of the Parties preceding the entry into force of this Agreement.
15. Severability. If one or more provisions of the Agreement are invalidated, such invalidity shall not affect the validity of any other provision of the Agreement and the Agreement as a whole.
16. Legal Succession of the Parties. The rights and obligations stipulated by this Agreement shall be mandatory for legal successors of the Parties, inter alia, if they change their organizational and legal form.
17. Language of the Agreement. This Agreement is made in Russian and English. Russian version is available at https://yandex.ru/legal/cla/?lang=ru. English version is available at https://yandex.ru/legal/cla/?lang=en. If Contributor is Russian citizen or legal entity registrated in Russian territory, only Russian version of the Agreement shall apply. If Contributor is citizen of any other country or legal entity registrated in the territory of any other country, in the event of a conflict between provisions of Russian and English versions, provisions in English shall prevail.
18. Consent to Provisions of the Agreement. By signing this Agreement, Contributor expresses its full and unconditional consent to all provisions hereof.
19. Entry of the Agreement into Force. The Agreement is deemed to become effective since the moment of receiving by Yandex the Contribution from Contributor in any electronil form, including, but not limited to, corporate Yandex's accounts on GitHub nad BitBucket services.
20. Retroactive effect of the Agreement. If Contributor has already provided the Contributes to Yandex at the moment of the Agreement signing, the provisions of the Agreement shall apply to relations of the Parties, which arisen before the date of the Agreement signing, since the moment of delivery the Contributors by Contributor to Yandex.
Address: 16 Leo Tolstoy St., 119021, Moscow, Russia
Phone: +7 495 739-70-00, fax: +7 495 739-70-70
Date of publication: 22.03.2017