Offer to Enter into the Contract to Use Yandex.Cloud Platform Services
Russian Federation, Moscow
This document is a translation of "Offer to Enter into the Contract to Use Yandex.Cloud Platform Services" in English. In case of conflict between the Russian version of "Offer to Enter into the Contract to Use Yandex.Cloud Platform Services" and this translation - only the Russian version of "Offer to Enter into the Contract to Use Yandex.Cloud Platform Services" is legally binding. The Russian version of "Offer to Enter into the Contract to Use Yandex.Cloud Platform Services" can be found here: https://yandex.ru/legal/cloud_oferta
1. Subject Matter of the Contract
1.1. The Contract defines general terms and conditions of using the Services detailed and specified in the documents referred to in the Offer and by the Customer placing Orders. A complete list and description of the Web Services and related services Yandex offers to the Customer can be found in the Special Terms and/or in the Management Console.
1.2. It is mandatory that the Customer accepts and complies with the requirements and provisions of the following documents for Yandex to grant access to the Services:
- Service Level Agreement (hereinafter referred to as the Agreement) posted online at: https://yandex.ru/legal/cloud_sla;
- Maintenance Regulation for the Services (hereinafter referred to as the Regulation) posted online at: https://yandex.ru/legal/cloud_technicalregulations;
- Acceptable Use Policy for the Services (hereinafter referred to as the Policy) posted online at: https://yandex.ru/legal/cloud_aup.
1.3. The use of the Platform and Services is also governed by the following binding documents:
1.3.2. By the following binding documents of YANDEX LLC (OGRN: 1027700229193):
- User Agreement for Yandex Services (https://yandex.ru/legal/rules);
1.4. The Guidelines posted on the Website that govern the operation of the Platform and the use of the Services and meant for the Customer are binding.
2. Procedure of Contracting
2.1. The User may accept the Offer on his or her own behalf or on behalf of a legal entity which he or she legally represents.
2.2. The full and unconditional Acceptance of the Offer means registering the Customer's account, on which behalf the User accepts the Offer, on the Platform by ticking "I have read the Offer and accept its terms" and clicking Activate in the respective section of the Management Console. Yandex may limit registration for new Customers, inter alia, for reasons related to the lack of technical capacity to grant access to the Services.
2.3. The actions referred to in cl. 2.2 of the Offer performed by a person, with whom Yandex previously cancelled a Contract due to the breach of contractual terms by the said person, are not deemed to be the proper Acceptance of the Offer.
The said actions imply no obligations for Yandex. This clause does not apply in situations when Yandex has performed unambiguous actions showing that it interpreted the Acceptance the above persons made as the proper one (actually granted access to the Services).
Yandex may independently determine technical means needed to restrict the Acceptance of the Offer for the above persons.
2.4. The Offer becomes effective from the date specified in the Effective Date section and is valid till revoked by Yandex. The Acceptance of the Offer by the Customer in accordance with this Section of the Offer means the Contract is concluded (Article 438 of the Civil Code of Russia) under the terms of the Offer. No text of the Offer available at the URL specified in cl. 1.2 of the Offer means the Offer is revoked.
2.5. The Contract becomes effective from when the Customer accepts the Offer and is deemed to be concluded for an indefinite period. When the Contract is concluded, it is assigned a number displayed in the respective section of the Management Console.
2.6. Yandex reserves the right to amend the terms and conditions of the Offer and the documents referred to in the Offer and/or revoke the Offer at any time as it thinks fit. If Yandex amends the Offer or the documents referred to in the Offer, such amendments will become effective from when a modified text of the respective document is posted online at the URLs specified in cl. 1.2 of the Offer for respective documents, unless any other effective date is defined additionally at the time of posting.
2.7. The Customer agrees and acknowledges that amendments made in the Offer and the other documents specified in cl. 1.2 of the Offer entail amending the concluded and valid Contract, and the amendments in the Contract become effective in parallel with such amendments in the Offer and/or in the documents specified in cl. 1.2 of the Offer. Yandex will notify the Customer of any amendments made in the Offer and the documents specified in section 1.2 of the Offer at least ten (10) calendar days before they become effective, except when such amendments are required by applicable laws. Notices of amendments made in the Offer and the documents specified in cl. 1.2 of the Offer, will be sent to the Customer via the Management Console or by e-mail to the address the Customer indicated when he or she signed up in the Platform.
2.8. The binding documents specified in cl. 1.3 of the Offer may be changed without any special notice, a new version of the above documents becomes effective once posted online at the URLs specified in cl. 1.3 of the Offer.
2.9. The risk of failure to read the new version of the Offer and the documents specified in cl. 1.2 and 1.3 of the Offer is borne by the Customer. The use of the Services by the Customer after the above documents were amended shall be interpreted as acceptance of their new version. The Customer may refuse to accept amendments and additions to the Offer and the documents specified in cl. 1.2 and 1.3 of the Offer, which will mean the repudiation of the Contract by the Customer.
3. Trial Period
3.1. To introduce features of the Services, Yandex may let the Customer use the Services during the Trial Period.
3.2. The Trial Period is limited to the duration and amount of a Grant provided for the Trial Period. Yandex will post information about limits set during the Trial Period and the amount of the Grant on the Website or will communicate it to the Customer via the Management Console.
3.3. Yandex keeps records of the cost of the Services used based on rates posted on the Website to determine when the Trial Period ends (the Grant runs out).
3.4. The Customer may switch to the paid version of the Services before the Trial Period ends. The switching is performed by choosing respective settings in the Management Console. When switching to the paid version, the amount of the Grant undrawn during the Trial Period is saved and reduces the cost of the Services the Customer used in the paid version. The term of the Grant provided during the Trial Period is in any case limited to the Trial Period set for the Customer.
3.5. Before access to the paid version is granted, Yandex may ask the Customer to provide additional documents and information confirming the reliability of the Customer's data specified when he or she signed up in the Platform. A list of documents will be defined in Yandex's request. In case of failure to submit requested documents and information, Yandex may unilaterally repudiate the Contract and/or suspend the Customer’s access to the Services.
3.6. During the Trial Period, Yandex may additionally, technically and functionally, limit the use of the Services.
3.7. During the Trial period, Yandex provides to the Customer no warranties as to the availability of the Services stipulated in the Service Level Agreement.
4. Services Management
4.1. Access to the Services is granted to the Customer remotely via the Internet. The Customer will be responsible for arranging access to the Services via the Internet, which is not Yandex's duty.
4.2. The Customer will order, set up and manage the Services via the Management Console, the command-line interface, or the APIs of the Services. The use of the Service begins from when the Customer is granted remote access to a respective Service.
4.4. If the Customer authorizes any third parties to manage the Services, such third parties (representatives of the Customer) shall comply with the terms of the Offer and documents referred to in the Offer. It is the obligation of the Customer to make such third parties (representatives of the Customer) aware of the terms of the Offer and documents referred to in the Offer. The Customer is held liable to Yandex for any actions of such third parties (representatives of the Customer) related to the use of the Services.
4.5. When the Customer and third parties interact in managing the Services, Yandex acts solely as a body that made such interaction technically possible. Yandex will perform interaction-related transfer, storage, and provision of access to information the Customer provides to third parties and any other Content without changing the information and the Content or affecting its subject matter.
5. Cost of the Services
5.1. The cost of the Services and related services Yandex provides is determined by rates posted on the Website and is calculated as per the pricing rules for a specific Service as defined in the Special Terms. The rates are specified on the Website net of all applicable taxes, unless expressly stated otherwise.
5.2. Yandex may unilaterally change the rates by updating the relevant information on the Website. Updated rates become effective from the date specified when posting, but in any case not before the Reporting Period following the period when the rates were changed. Yandex will notify the Customer of updated rates via the Management Console or by email sent to the address the Customer indicated when he or she signed up in the Platform at least ten (10) calendar days before the rates are changed.
5.3. The record of ordered and used Services is kept automatically using software, database and statistics of Yandex's recording system as per rate units Yandex set for a specific Service.
5.4. Yandex will take an incomplete rate unit as a complete one, unless the Special Terms stipulate otherwise.
5.5. Yandex may set discounts for Customers to the established cost of the Services based on the amount of the Services the Customer ordered, duration of use and other parameters of the Services ordered and discounts related to the implementation of certain contractual provisions by the Customer. Yandex may provide other special offers to Customers. Discounts (bonuses) and special offers for Customers are set in permanent and temporary (limited validity) offers (promotions) detailed on the Website or in the Management Console.
6. Settlement Procedure
6.1. The Customer shall pay for the Services on the basis of the actual volume of the ordered and consumed Services during the relevant Reporting Period, unless any other payment terms are established by the Special Terms or rates for a specific Service posted on the Website.
6.2. The Customer is entitled to use the Services only on the condition of a positive Personal Account balance, unless the Customer has a Credit Limit. Yandex is entitled to provide the Customer with a Credit Limit for the consumption of the Services. For Customers as individuals, the Credit Limit is set automatically after switching to the paid version of the Services and upon ending of the first Reporting Period. For Customers as legal entities, the Credit Limit may be granted after switching to the paid version of the Services and upon ending of the first Reporting Period. Information in respect of provision of the Credit Limit is posted on the Website.
6.3. Information on the amount of the Credit Limit is available in the respective section of the Management Console. If the Credit Limit is reached, Yandex may suspend the Customer’s access to the Services. The Customer shall independently control his or her Credit Limit and the status of his or her Personal Account and, if necessary, refill its balance to prevent access suspension. The Personal Account grows up by the amount of payments the Customer transfers to Yandex and grows down by the cost of Services ordered and used. Funds are automatically added to the Personal Account with the Linked Card or Corporate Linked Card when the Credit Limit is reached by debiting the Linked Card or Corporate Linked Card. To add funds to the Personal Account without the Corporate Linked Card, the Customer, as a legal entity, independently generates an invoice in the Management Console as per the Guidelines posted on the Website.
6.4. Every month at the end of the Reporting Period, Yandex draws up a unilateral service delivery report (hereinafter referred to as the “Report”) based on the scope of the Services the Customer actually ordered and used in the Reporting Period, issues an invoice (if applicable) and e-mails them to the Customer, as a legal entity, no later than seven (7) business days after the end of the Reporting Period. The Report is e-mailed to the Customer, as an individual, at the Customer's request. The Customer, as an individual, can access drawn Report at: https://balance.yandex.ru/. The date of forwarding recorded in the sender's e-mail shall be the date of receipt of a copy of the Report Yandex e-mailed to the Customer.
6.5. Original Reports and invoices can be sent to the postal address of the Customer, as a legal entity, if the Customer requests so in the Management Console.
6.6. Yandex’s obligations to provide the Services are deemed to have been duly performed and accepted by the Customer to the extent specified in the Report, if Yandex received no written objections from the Customer within ten (10) calendar days after the end of the Reporting Period. When the above period expires, no claims regarding defects of the Services the Customer ordered and used, including quantity (scope), cost, and quality, will be accepted, except for claims related to Yandex respecting the warranties stipulated by the Service Level Agreement.
6.7. All payments are made in Russian rubles. The Customer is solely responsible for the correctness of payments. When making payments, the Customer obligatorily indicates the number of the Contract and the Personal Account.
6.8. All payments under the Contract are cashless. Different categories of Customers (individuals and legal entities) may have different payment options. By default, the Customer, as an individual, pays for the Services using the Linked Card.
6.9. The Customer pays Arrears resulted from the use of the Services in the Reporting Period every month within fifteen (15) calendar days from the end of the relevant Reporting Period (excluding public holidays), unless the Special Terms stipulate other payment options for certain Services. The amounts of Grants provided to the Customer are considered to calculate the Arrears.
6.10. The Customer, as a legal entity, pays the Arrears as invoiced by Yandex, except for when using the Corporate Linked Card. The Linked Card or Corporate Linked Card may be debited to pay the Arrears on any day after the end of the respective Reporting Period based on Statistics with no invoice issued.
6.11. Use of the Linked Card or Corporate Linked Card. When accepting the Offer, the Customer, as an individual, links to its account the Linked Card, which is automatically used for payment for the Services. The Customer, as a legal entity, is entitled to activate the Corporate Linked Card payment method in the respective section of the Managing Console.
6.11.1. By activating the Linked Card or Corporate Linked Card payment method the Customer tasks Yandex with making orders on behalf of the Customer to debit the Customer’s account in favor of Yandex for the Services ordered and used and with sending the said orders to the Customer’s issuing bank through an acquiring bank. Payment with Linked Card or Corporate Linked Card options is made with Yandex involving an authorized payment processor, an electronic money operator, or other parties to settlements and information technology interaction with YANDEX LLC entitled to act as such. Yandex does not error- and failure-free operation of the said parties to settlements and information technology interaction.
6.11.2. When indicating details of the Linked Card or Corporate Linked Card and further using of the Linked Card or Corporate Linked Card, the Customer confirms and warrants that he or she indicated reliable and full information on the bank card and complies with rules of international payment systems and requirements of the bank that issued the Linked Card or Corporate Linked Card, inter alia, in relation to the procedure of cashless payments.
6.11.3. Failure to debit the Linked Card or Corporate Linked Card for any reason does not releases the Customer from the obligation to pay for the Services used on the due dates set by the Contract.
6.11.4. Yandex is entitled to debit any of the Customer’s Linked Cards for the amounts due to be paid by the Customer, as an individual. If it is impossible, for any reason, to make a cashless payment with the Linked Card, the Customer undertakes to take steps to add a new bank card. Yandex may suspend access of the Customer, as an individual, to the Services if he or she performed actions to unbind the Linked Card before another bank card is added.
- before another bank card is added;
- within the Trial Period;;
- before the Customer adds funds to the Personal Account according to notification from Yandex.
6.11.5. When applicable laws prescribe, the cash voucher, in case of online payment for the Services used, shall be sent to the Customer’s email address specified when the Customer signed up in the Platform or created when the account of the User, who accepted the Offer on behalf of the Customer, was registered in Yandex.Passport (https://passport.yandex.ru).
6.12. The Customer is deemed to have paid for the Services from when the bank confirms to Yandex that the entire amount of payment was credited to Yandex's settlement account. The bank's transfer fee shall be paid by the Customer.
6.13. The fact of payment constitutes grounds for crediting the Customer’s Personal Account. The Customer’s Personal Account is credited in Russian rubles.
6.14. If, under current applicable laws, payments to be made are subject to any taxes, including value added tax, the amount of each such payment shall be increased accordingly to include the amount of the said tax and shall be paid in the scope including the tax amount.
6.15. If the Customer fails to meet the deadlines and terms of payment for the Services, Yandex may suspend access to the Services. If payments for the Services used are delayed, Yandex may require that the Customer pay a penalty of 0.5% of the overdue amount for each day of delay, but no more than 100% of the amount owed. The Customer shall pay such penalty within ten (10) business days from when he or she receives the relevant request from Yandex.
7. Rights and Obligations of the Parties
7.1. Yandex undertakes to:
7.1.1. provide the Services to the Customer under the terms of the Offer and the documents referred to in the Offer;
7.1.2. make it possible for the Customer to review Service Use Statistics Data in the relevant section of the Management Console;
7.1.3. when the Services are used, provide the Customer with information and technical support in the scope and under the terms stipulated by the Regulation;
7.1.4. notify the Customer of changes in the operation of the Services;
7.1.5. reject requests to provide the Customer's data to third parties, unless the obligation to provide such data is stipulated by applicable laws;
7.1.6. notify the Customer of all incidents affecting the Customer's user data, except as otherwise stipulated by applicable laws;
7.1.7. not use the information and Content of the Customer placed on the resources of the Platform for purposes contrary to the objectives of the Contract.
7.2. Yandex may:
7.2.1. suspend the Customer’s access to the Services in the following cases:
• failure of the Customer to follow the Acceptable Use Policy for the Services;
• violation of warranties and representations of the Customer;
• the Customer violating payment terms and deadlines established for the Services by the Offer and/or the Special Terms;
• force majeure;
• if a respective instruction is received from an authorized public body;
• if the Customer uses the Services in violation of the exclusive rights of holders of intellectual deliverables;
• in other cases specified by the Offer and the documents referred to in the Offer.
7.2.2. block access to information and Content the Customer placed on the resources of the Platform or delete them in the following cases:
• If Yandex is obligated to do so by virtue of a regulatory act;
• If Yandex received from a third party a complaint, claim, inquiry, demand or any other request stating that the information or Content placed infringed a third party’s rights or current laws;
• if the information or Content placed threatens the normal operation of the Platform and the Services;
• if Yandex received a judicial act or an act issued by a law enforcement body, which obligated Yandex to do so.
7.2.3. set Limits, Quotas, and Credit Limits for the use of the Services and change them as it thinks fit having notified the Customer of such changes. When consistent with applicable laws, the Limits, Quotas, Credit Limits, and other restrictions on the use of the Services may vary for different categories of Customers;
7.2.4. from time to time scan the resources of the Platform using special Yandex software to verify compliance with safety requirements and detect whether dangerous or legally prohibited information and Content is placed on the resources of the Platform, provided the Customer’s information is safe;
7.2.5. to maintain the Platform, take preventive measures that result in temporary interruptions in the operation of the Services to the extent permitted by the terms of the Offer and the documents referred to in the Offer, subject to prior notification of the Customer;
7.2.6. request the Customer to provide additional information and/or documents needed to confirm the reliability of the data the Customer provided. If the Customer fails to provide the above information within five (5) business days from when the request was sent, Yandex may suspend the Customer’s access to the Services;
7.2.7. involve third parties to provide the Services being responsible for their actions as if they were its own actions;
7.2.8. unilaterally repudiate the Contract as specified in the Offer.
7.3. The Customer shall be entitled to:
7.3.1. if he or she disagrees with amendments Yandex added to the Offer and the other documents referred to in the Offer, unilaterally repudiate the Contract signed by notifying Yandex in writing no later than seven (7) calendar days from the date the said amendments became effective. The Contract shall be deemed terminated from when Yandex receives the Customer’s notice.
7.3.2. contact Yandex to get technical and information support in the scope and manner stipulated by the Offer and the Regulation;
7.3.3. contact Yandex on all matters related to the availability of the Services.
7.4. The Customer shall:
7.4.1. pay for the ordered Services in due time;
7.4.2. comply with the Acceptable Use Policy for the Services and other restrictions established by the Offer and the Special Terms;
7.4.3. independently make backup copies of information and Content the Customer owns and placed on the resources of the Platform;
7.4.4. comply with the principles of Yandex Group of Companies governing interaction with other networks, which electronic version is available at: https://yandex.ru/company/rules/coherence;
7.4.5. if any technical problems occur, immediately inform Yandex help desk;
7.4.6. ensure safe storage of and prevent the login details the Customer uses to access the Services from being compromised;
7.4.7. immediately notify Yandex when his or her login details used to access the Services and the Management Console are lost or there are reasonable grounds to believe that their confidentiality is broken (compromised);
7.4.8. inform Yandex of changes in the Customer's data no later than five (5) business days from the date of such changes;
7.4.9. review, from time to time, information posted on the Website and related to the Services;
7.4.10. within maximum five (5) business days from when Yandex requested so, provide copies of documents duly certified by the Customer to confirm customer information;
7.4.11. not use third-party software in violation of the copyright and license restrictions;
7.4.12. not transfer their rights and obligations under the Contract to third parties with no written consent from Yandex;
7.4.13. not use the Services to create Internet services, computer programs or otherwise, if such use violates applicable laws and/or third-party rights and legitimate interests;
7.4.14. not decompile, disassemble, or evade technical constraints of the Services and software products of Yandex;
7.4.15. not disable, distort, or try otherwise to override any accounting mechanism for the Services the Customer used.
8. Warranties and Representations of the Parties
8.1. The Customer warrants that:
8.1.1. he or she indicated reliable data, including personal data, when he or she logged into the Platform, and assumes full responsibility for their accuracy, completeness, and reliability;
8.1.2. a person accepting the Offer on behalf of the Customer is duly entitled and authorized to accept the Offer;
8.1.3. a) he or she read the terms of the Offer and the documents referred to in the Offer in full, b) fully understands the subject matter of the Contract, c) fully understands the meaning and consequences of his or her actions performed to sign and implement the Contract;
8.1.4. he or she reviewed all the restrictions and instructions on how to use the Services, accepts, and undertakes to comply with, them unconditionally;
8.1.5. he or she secured all the necessary consents of third parties and legally holds all the necessary rights to information and Content placed on the resources of the Platform;
8.1.6. he or she meets the requirements of applicable laws in his or her activities.
8.2. Yandex warrants that:
8.2.1. the Services provided are not in conflict with applicable laws and obligations Yandex undertook to third parties and do not otherwise violate third-party rights and legitimate interests;
8.2.2. service level and availability of the Services will be consistent with the Service Level Agreement. All possible compensations for breach of this warranty are determined by the Agreement only.
8.3. Except for the warranties expressly stated in the Offer and the documents referred to in the Offer, Yandex provides no other express or implied warranties and expressly rejects any warranties or conditions relating the Services and/or their fitness for specific purposes of the Customer.
8.4. The Customer acknowledges and agrees that, when access to the Services is provided, Yandex does not initiate the transfer of information to the resources of the Platform and does not determine the recipient of this information, does not change the information the Customer or his or her representative transferred to the resources of the Platform.
If the Customer places personal information of third parties, including the Customer’s employees, using the Services, the Customer undertakes to secure consent of the parties set out by laws, if there are no other grounds to place (process) personal information of such parties using the Services.
8.6. The Customer gives his or her consent to receive advertising and informative messages. The Customer may refuse to receive advertising messages as the User Agreement for Yandex Services (https://yandex.ru/legal/rules/) prescribes or following the instructions specified in a message received.
8.7. The Customer authorizes Yandex to use a logo, trademark, trade name and/or name of the Customer's software product and/or the Customer's website for information, advertising, and marketing purposes with no need to secure any additional consent of the Customer and with no remuneration payable to the Customer for such use.
9. Liability of the Parties
9.1. The Parties shall be held liable for failure to discharge or improper discharge of their obligations as the Contract prescribes, and in cases not covered by the Contract — in accordance with applicable laws.
9.2. The Customer shall be held liable for the compliance of the information and Content the Customer places on the resources of the Platform with applicable laws and rules of international law, including third party liability, where the information and Content the Customer places violate third-party rights and legitimate interests.
9.3. If the Customer processes personal data using the Services, the Customer shall be held fully liable for such processing in accordance with applicable laws.
9.4. If the Customer fails to comply with the warranties and representations he or she made, which results in any claims, actions, and/or penalty notices issued by public bodies and/or third parties to Yandex, its agents, subcontractors, partners, employees, and other contractors (but not limited to those listed above), the Customer undertakes, on short notice and when Yandex requests so, to provide all the necessary and requested information relating to the said claims (actions, notices), to assist Yandex in settling them, and to reimburse Yandex for all losses (including legal expenses and attorneys' fees, expenses to pay fines and penalties) incurred as a result of such claims (actions, notices) filed against Yandex.
9.5. If Yandex fails to comply with the warranty stipulated in cl. 8.2.1 of the Offer, which results in third-party demands, claims, and/or suits filed against the Customer, Yandex undertakes to settle these demands, claims, and/or suits independently and at own expense and to reimburse the Customer for actual damage he or she suffered, subject to the following obligations of the Customer:
• the Customer undertakes to promptly notify Yandex of any third parties’ claims related to the use of the Services;
• the Customer undertakes not to voluntarily admit such claims of third parties, not to take procedural and other legally significant actions, and not to enter into any agreements on facts and circumstances with any third parties, if they can affect the outcome of the proceedings or the dispute, without the prior written consent of Yandex;
• the Customer undertakes at the request of Yandex to issue to Yandex or to the bodies indicated by Yandex, an irrevocable power of attorney to represent the interests of Yandex and exercise powers that may be granted to the Customer as a party and/or participant in proceedings on disputes and cases related to the use of the Services that can cause damage to the Customer;
• the Customer undertakes to provide Yandex with access to documents and/or information relating to the relevant dispute or proceeding.
9.6. The Parties are released from liability for partial or full failure to discharge the obligations under the Contract, if such failure was caused by force majeure, including acts of God; natural and industrial disasters; acts of terrorism; hostilities; civil unrest; adoption by public bodies or local self-governments of acts prohibiting or restricting activities of the Parties under the Contract; other circumstances that have arisen after the Contract was signed as a result of emergencies the Parties could neither foresee nor prevent, which make it impossible to discharge (properly discharge) the obligations of the Parties.
9.6.1. If force majeure occurs, each Party shall notify the other Party. The notice shall describe the nature of the force majeure and contain official documents certifying its existence and, if possible, evaluating its effect on the Party's ability to fulfill its contractual obligations.
9.6.2. If the force majeure or its consequences last for one (1) month or more, either Party may unilaterally repudiate the Contract.
9.7. In accordance with Article 406.1. Of the Civil Code of the Russian Federation, the Customer undertakes at the request of Yandex to indemnify property losses that are incurred or will inevitably be incurred by Yandex in the future due to occurrence of the following circumstances:
- claims/demands filed in respect of Yandex and related to software rights and other software products used by the Customer on the resources of the Platform, provided Yandex is not the owner of the rights to such software products and software, as well as related to any violations of the “Mobility licenses obtained through Software Assurance” program;
- claims/demands filed in respect of Yandex and related to the placement of information and Content by the Customer on the resources of the Platform or other use of the resources of the Platform which resulted in violation of the rights of third parties or violation of applicable law;
- imposition of administrative sanctions or otherwise holding Yandex or Yandex officials liable provided such liability has occurred due to non-compliance by the Customer with the requirements established by applicable law;
- claims/demands filed in respect of Yandex by users, clients, contractors of the Customer in connection with violation of their rights arising out of Customer’s actions related to the use of the resources of the Platform.
9.8. The Parties agreed that the amount of Yandex’s indemnified losses in the event of the above circumstances is recognized to be equal to:
- the amount of fines, penalties, compensation and other payments in favor of any third parties subject to be paid by Yandex in the event of occurrence of relevant circumstances (including the amount of damages that can be collected from Yandex or third parties engaged by Yandex to fulfill its obligations under the Contract) on the basis of a court decision, arbitration court or international commercial arbitration (including amicable agreement approved by the above mentioned authorities), or a decision of a competent state authority.
- the amount of expenses for legal and consulting services incurred by Yandex to protect its rights and interests in connection with occurrence of the circumstances specified in paragraph 9.7 of the Offer.
9.9. The Parties agree and acknowledge that the amount and compound of the indemnified property losses of Yandex in each case is sufficient, fair, mutually acceptable and proportionate to the consequences suffered by Yandex (or the consequences that Yandex will inevitably suffer in the future) due to existence of indemnification grounds.
9.10. The Customer undertakes to indemnify property losses of Yandex within 10 (ten) business days from the date Yandex submits the relevant claim and copies of documents confirming the existence of indemnified losses.
10. Limitation of Liability
10.1. Yandex is under no circumstances liable to the Customer for lost profits and consequential damages resulting from or in connection with the Services.
10.2. Yandex does not warrant that it will independently make backup copies of the Customer's information and Content and that the stored information and Content can be restored and will not be held liable for archiving and backing up the Customer's information and Content.
10.3. Yandex does not warrant that the Services will meet the Customer's requirements and expectations. The Customer agrees that the Services are provided using Yandex software products that operate "as is".
10.4. Yandex does not control the nature of information and Content posted on the resources of the Platform and posted or distributed by the Customer using the Services, and is not held liable for the accuracy, quality, and nature of such information and Content.
10.5. Yandex is not held liable for claims of the Customer related to remote access to the Services, related to the quality of operation of telecom operator networks, traffic exchange policies of telecom operators, the operation of the Customer's equipment and software, and other circumstances beyond the control of Yandex.
10.6. Yandex is not held liable for claims and actions of third parties, if the Customer provides services to such third parties using the Services. Yandex is not held liable for violations of third-party rights resulting from actions of the Customer he or she took using the Services.
10.7. The liability cap of Yandex for losses and actual damage caused to the Customer is in any case limited to the total amount of payments received from the Customer for the last Reporting Period preceding the grounds of liability.
11. Termination of the Contract
11.1. The Customer may unilaterally repudiate the Contract by written notice sent to Yandex at least ten (10) calendar days before the expected date of termination.
11.2. The Customer may unilaterally repudiate the Contract, if he or she disagrees with amendments Yandex added to the Offer and the other documents referred to in the Offer subject to notice sent to Yandex as cl. 7.3.1 of the Offer prescribes.
11.3. The Customer's repudiation notice shall be sent as a scanned copy of the application signed by the Customer or an authorized representative of the Customer to Yandex's e-mail address indicated on the Website.
11.4. Yandex may unilaterally repudiate the Contract with the Services being immediately disabled and with no costs or damages reimbursed in the following cases, without limitation:
• the Platform is closed or shut down;
• the Customer repeatedly (more than twice) violated any contractual obligation;
• the Customer failed to remedy the violation being the reason for suspending access to the Services, provided that suspension lasted for more than five (5) business days;
• the Customer failed to comply with the Acceptable Use Policy for the Services, which resulted in violations of third-party rights or applicable laws.
11.5. Yandex makes sure the Customer's information placed on the resources of the Platform is stored for sixty (60) calendar days from when the Customer’s access to the Services is suspended or the Contract is terminated, unless applicable laws stipulate any other storage period. This service shall be additionally paid for by the Customer. At the end of the above period, the Customer's data placed on the resources of the Platform will be deleted.
11.6. If there are unused funds on the Customer’s Personal Account, such funds are repaid to the Customer within thirty (30) calendar days from when the Contract was terminated and the Parties made settlements for the last Reporting Period based on a written application of the Customer signed by the Customer or an authorized representative of the Customer. A scanned copy of such application shall be sent by communication channels specified in the Offer. Yandex may withhold accrued penalties and losses Yandex incurred as a result of the Customer's failure to discharge his or her contractual obligations from the amounts to be repaid to the Customer.
11.7. Obligations of the Parties, which, by their nature, shall remain in effect (including, but not limited to confidentiality and settlement obligations, obligations to use information), will survive the termination of the Contract.
11.8. The termination of the Contract on any grounds does not exempt the Parties from liability for violations of the terms of the Contract while it is valid.
12. Applicable Law and Resolution of Disputes
12.1. The Offer, the conclusion and implementation of the Contract are governed by current laws of the Russian Federation. All matters not covered by the Offer and the documents referred to in the Offer or not fully covered are governed by substantive law of the Russian Federation.
12.2. In case of any disputes or disagreements between Yandex and the Customer related to the implementation of the Contract, the Parties will make every effort to resolve them by means of negotiations. The Parties establish an obligatory pre-court dispute resolution procedure.
12.3. Yandex will review the Customer's claims related to the use of the Services within thirty (30) calendar days from the date of receipt. The Customer's compensation, indemnification, or any other money claims shall be signed by an authorized representative of the Customer. A scanned copy of such claim shall be sent by notification channels specified in the Offer.
12.4. If the Parties fail to reach an agreement on disputable issues within the time allows to review a claim (inter alia, if the claim is unanswered or dismissed), the dispute shall be examined in court. All unresolved disputes shall be examined within applicable jurisdiction at the location of Yandex, unless otherwise expressly stipulated by current laws of the Russian Federation.
13.1. Confidential information means any information of the disclosing party, including, but not limited to: scientific, technical, technological, production, financial, economic, or other information, including information on information security, identification/authentication, 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, research findings; any information placed on internal resources in yandex-team.ru domain zone (if access to such information was provided under the Contract). The Parties undertake not to disclose or transfer to any third parties’ confidential information obtained from each other while implementing the Contract, except as specified in the Offer, stipulated by applicable laws or agreed by the Parties in writing, and not to use it for purposes contrary to purposes of the Contract.
13.2. The receiving Party undertakes to take precautions to protect confidential information as strict as the receiving party would reasonably take to protect its own confidential information. When facts are detected or suspicion arises that confidential information might be disclosed, the receiving Party undertakes to notify the disclosing party as soon as possible, but no later than five (5) calendar days, and immediately use its best efforts to prevent any further disclosure of confidential information.
13.3. Confidentiality obligations do not apply to publicly available information or information that becomes publicly known in circumstances beyond the control of the Parties.
13.4. If confidential information is disclosed deliberately or carelessly, the Party at fault undertakes to indemnify for losses caused by such disclosure, if the affected Party requests so.
13.5. The Parties limit the term of protection of confidential information to three (3) years from when the Contract expires.
13.6. The following information provided by the Parties is not deemed to break confidentiality:
• information provided at the request of authorized public bodies in accordance with applicable laws;
• information provided to auditors and external consultants, if such persons undertook to protect the confidentiality of information transferred under terms that ensure equal or higher level of protection as compared to the terms of the Offer;
• information provided to a Party's affiliates, if such provision to an affiliate is reasonably needed for the Party to discharge its contractual obligations and the affiliate undertook to protect the confidentiality of information transferred under terms that ensure equal or higher level of protection as compared to the terms of the Offer;
• information provided to third parties involved to provide all or some Services, if such parties undertook to protect the confidentiality of information transferred under terms that ensure equal or higher level of protection as compared to the terms of the Offer.
• Any references to Yandex shall only be published and the fact and/or details of cooperation relating to this Contract shall only be communicated to third parties or the public with the prior written consent of Yandex, except where applicable laws oblige to provide the relevant information.
14. Notifications and Exchange of Information
14.1. The Parties accept electronic communication, e-mails, and copies of texts in electronic documents (files) sent by the Parties as binding, if such communication is done in ways specified in this section.
14.2. Yandex may send any notices, messages, and documents to the Customer by e-mail the Customer specified when logging into the Platform or by posting such notices, messages, and documents in the Management Console.
14.3. The Customer may send messages and notices to Yandex by Yandex e-mail specified on the Website or via feedback forms available to the Customer in the Website or the Management Console and meant for sending various types of messages.
14.4. If information is exchanged via the Management Console, reviewing information in the Management Console is within the control and responsibility of the Customer, who shall independently check the Management Console for new or updated information, notices, and documents.
The date of sending a message written in the sender's e-mail constitutes the date the relevant message was received.
14.5. The Parties confirm that the exchange of documents, including letters, notifications, notices, and other communications transferred in any way specified in this section, will have evidential significance and full legal force, inter alia, when disputes between the Parties are resolved in court.
14.6. The Parties agreed that Yandex might send Report and invoices (if applicable) to the Customer in the form of electronic documents signed with an enhanced encrypted and certified digital signature as required by Federal Law on Digital Signature No. 63-ФЗ dd. April 6, 2011. Yandex may send other types of documents to the Customer in the form of electronic documents, if Yandex notified the Customer in advance in any of the following ways: by e-mail, fax, courier, mail, as an electronic document sent by the Yandex to the Customer and signed with an enhanced encrypted and certified digital signature as required by Federal Law on Digital Signature No. 63-ФЗ dd. April 6, 2011.
14.7. The Parties confirm and warrant that an encrypted and certified digital signature can only be used to exchange electronic documents in the above cases and warrant that they will meet all the requirements of Federal Law of Russia on Digital Signature No. 63-ФЗ dd. April 6, 2011 and other applicable laws, when they participate in the exchange of electronic documents.
14.8. Yandex shall only send Reports and invoices in the manner specified above, when the Customer meets the following criteria:
• the Customer is a client of an electronic document exchange operator;
• The Customer signed an electronic document exchange agreement with Yandex using his or her account in the system of the electronic document exchange operator.
15. Anti-Corruption Clause
15.1. The Parties acknowledge and agree that they pursue a policy of zero tolerance to bribery and corruption, which means that corrupt conduct and assistance payments / business-related facilitation payments, and payments securing faster solutions are strictly prohibited. Under the Contract, the Parties and their affiliates, employees, mediators, and representatives (including agents, commissionaires, customs brokers and other third parties involved, directly or indirectly, in implementing the Agreement) will not accept, pay, offer or permit (authorize) to pay / accept any funds or transfer any valuables (including intangible assets), directly or indirectly, to any parties to influence their actions or decisions seeking to gain any unfair advantages, inter alia, bypassing procedures established by laws, or pursuing any other improper aims.
15.2. In terms of the representations specified in cl. 15.1 of the Offer, the Parties comply with, apply, and act in accordance with Federal Law of Russia on Combating Corruption dd. December 25, 2008 No. 273-ФЗ and other provisions of applicable laws relating to corruption and commercial bribery.
15.3. If a Party suspects that any provisions of this section of the Offer were or may be violated, this Party undertakes to immediately notify the other Party of its suspicions in writing.
15.4. Cl. 15.1 to 15.3 of the Offer constitute representations as defined by Article 431.2 of the Civil Code of Russia, which are material to Yandex. Yandex relies on such representations when entering into the Contract. If any representation provisions are violated, Yandex may unilaterally and extrajudicially repudiate the Contract by giving a termination notice three (3) calendar days prior to the expected date of termination.
16. Final Provisions
16.1. Contracting cannot be understood to mean agency relations, partnership relations, joint activity relations, employment relations, or any other relations between the Customer and Yandex that are not expressly stipulated by the Contract.
16.2. If for any reason one or more provisions of the Offer or any document referred to in the Offer are declared to be invalid or void, it does not affect the validity or enforceability of the other provisions of the Offer or the documents referred to in the Offer.
16.3. Inaction by Yandex if the Customer or his or her representatives violate provisions of the Contract does not deprive Yandex of the right to take proper measures to protect its interests later and does not mean that Yandex waives its rights, if such or similar violations take place in the future.
16.4. The Contract provides no assignment of any exclusive rights or no license granted by Yandex to the Customer for any parts of the Platform and the Services, unless otherwise expressly stipulated in the Offer and the documents referred to in the Offer.
16.5. The Customer may not transfer his or her contractual rights and obligations with no prior written consent from Yandex.
16.6. The Customer confirms his or her acceptance of Yandex's right to transfer (assign) the rights to claim for the Customer’s liabilities to third parties and submit necessary information about the Customer and his or her outstanding liabilities.
16.7. If the Parties change their name, their legal status, addresses and/or settlement details and make other changes that may affect the implementation of the Contract, a Party that made changes shall notify the other Party within five (5) business days from when such changes became effective.
16.8. If the Customer requests so, this Offer may be executed in hard copy, signed by the Customer’s representative and sent to the Customer’s mailing address.
The capitalized terms used in the Offer have the following meanings, unless the text expressly implies otherwise:
Acceptance shall mean the full and unconditional acceptance of the Offer by taking the actions specified in cl. 2.2 of the Offer;
Grant shall mean the amount of a discount Yandex provides to the Customer as stipulated by the Contract;
Statistics shall mean electronic data of Yandex's automated record systems, which may, inter alia, contain information on the Services used and services provided, their cost, and other information relating to the Services and other services under the Contract;
Contract shall mean a non-gratuitous contract between Yandex and the Customer for the use of Yandex.Cloud Platform Services concluded by accepting the Offer;
Arrears shall mean unfavorable balance of the Customer's Personal Account at the end of the Reporting Period;
Order shall mean a range of parameters of the Services and other services the Customer chose containing information about the name of a Service or service ordered, requested configuration and parameters of the Service, and the cost. The Customer places Orders in electronic form using relevant options of the Platform;
Guidelines shall mean documents and information posted on the Website and in the Management Console, containing the rules of connecting and using the Services and other options of the Platform;
Quotas shall mean organizational restrictions on the use of the Services Yandex establishes for each Customer individually depending on the amount of Services ordered and used by the Customer. Information on Quotas is available in the respective section of the Management Console;
Customer shall mean a person who has accepted the Offer, thus concluding the Contract with Yandex;
Management Console shall mean a closed section of the Website, which is an Internet portal available at https://console.cloud.yandex.ru, which can be accessed by Customers and duly authorized representatives of the Customer (Users), where the Customer or a duly authorized representative of the Customer may order, adjust, and manage the Services; containing the Guidelines for the Services and other resources of the Platform along with other technical documents; Statistics on the Services used, information on the status of the Customer's Personal Account, his or her login details, Credit Limits, Quotas, and discounts of the Customer; providing means for the Parties to exchange notices and messages; may perform other actions required to make use of options of the Platform;
Content shall mean data, text, programs, databases, music, sounds, photos, graphics, videos, messages, and other materials;
Credit Limit shall mean maximum unfavorable balance of the Personal Account, which, if exceeded, will entitle Yandex to suspend the provision of the Services to the Customer, set for each Customer individually depending on the amount of Services ordered and used, the length of use of the Services, the Customer's payment history, and other parameters determined by Yandex independently. Information on the amount of the Credit Limit is available to the Customer in the respective section of the Management Console.
Limits shall mean technical restrictions on the use of the Services related to the architecture of the Platform;
Personal Account shall mean a range of records describing financial relationship between Yandex and the Customer, which is used to keep unified total records of the Services ordered and used, contains information about the Customer's payments and amounts the Customer owes for the Services used, but unpaid under the Contract. The Personal Account is technological by nature and does not have the status of a settlement or bank account;
Reporting Period shall mean a period of time from the first day to the last day of each calendar month, both days inclusive. The first reporting period is defined as the period from the date of the Contract to the last day of the month;
Offer shall mean this Offer to Enter into a Contract to Use Yandex.Cloud Platform Services available online at: https://yandex.ru/legal/cloud_oferta;
Yandex.Cloud Platform (Platform) shall mean a software and hardware platform made up of hardware and software placed on Yandex's infrastructure that provides means to use the Services and other options of the Platform;
Linked Card shall mean one or more bank cards that are linked to a Yandex.Passport account of the User (https://passport.yandex.ru) that accepted the Offer on his or her own behalf (including a card linked before the Offer was accepted or after the Contract was signed);
Corporate Linked Card shall mean any bank card issued to the bank account of the Customer, as a legal entity, linked to the Customer’s account by a representative of the Customer for the purpose of payment for the Services;
Trial Period shall mean a period of time when the Customer can test the Services and examine their options;
Residents shall mean: 1) individuals being residents under the laws of the Russian Federation on foreign exchange regulation and control, namely: a) individuals being Russian citizens, with the exception of Russian citizens permanently residing in a foreign state for at least one year, including those having a residence permit issued by an authorized public body of the respective foreign state or visiting a foreign state for at least one year on the basis of a work visa or a study visa valid for at least one year or on the basis of a combination of such visas with a total validity of at least one year; b) foreign citizens and stateless persons permanently residing in the Russian Federation on the basis of a residence permit stipulated by the laws of the Russian Federation;
2) legal entities being residents under the laws of the Russian Federation on foreign exchange regulation and control, namely: a) legal entities incorporated under the laws of the Russian Federation; b) branches, representative offices and other divisions of the said legal entities located outside the Russian Federation.
Website shall mean a website available online at https://cloud.yandex.ru, where the Customer gets access to the Platform and which contains information about the Services and their cost;
Service shall mean a web service, service, or software product that allows to remotely use certain categories of resources of the Platform and manage them, inter alia, to use Yandex's virtual computing power in real time to place information and Content in information systems, to remotely store and process information and Content, and remotely access software products and databases;
Parties shall mean Yandex and the Customer;
Yandex shall mean Yandex.Cloud Limited Liability Company (OGRN 1187746678580).
18. Yandex Details
Full name: Yandex.Cloud Limited Liability Company
Short name: Yandex.Cloud LLC
Address (location): 16 Leo Tolstoy St., office 528, 119021 Moscow
Settlement account No. 40702810900000082868 with Raiffeisenbank JSC
BIK code 044525700 Correspondent account: 30101810200000000700
Date of placement: January 25, 2019
Effective date: February 01, 2019
Prior to the entry into force of this version of the Offer, the latest version of the Offer applies.
The previous version of the Offer: https://yandex.ru/legal/cloud_oferta/20122018