Cooperation Agreement

1. General Provisions

1.1. For the purposes of this Agreement, the following terms are used in the following meaning:

Partner (Content Source) is an individual or legal entity engaged in information cooperation with Yandex in accordance with the purposes and terms of the Agreement. Under this Agreement, only the owner of the site (hereinafter referred to as the Partner's Site) on which the Content is distributed can be a Partner. Under this Agreement, the site owner means the administrator of the domain name on which the site is located or another person who controls the information posted on this site. The specific name of the site owner is indicated in the notification sent in accordance with clause 5.1 of this Agreement.

Content — video materials created by the Partner or third parties and posted with the consent of the copyright holders on the Partner's Site on the Internet.

Partner Site — a website on the Internet located at the address indicated in the Notice and providing users with services for storing, delivering, dissemination, and displaying Content.

Yandex Services means search and other Yandex services that provide, among other things, the ability to search and (or) view videos posted by third parties in the public domain on the Internet, including the ability to view them on the Service sites using the embed technology of the Partner's player.

Embed Technology — embed and iframe technologies that allow embedding an external web application (for example, a video player) or its part of one site on another. In this case, the storage (hosting) of data files is carried out on the site of the owner of the code of this web application.

Content Markup — marking the pages of the Partner's Site by affixing html tags and attributes in the manner specified in this Agreement, which allows to automatically index the Partner's Content posted on the Partner's Site with Yandex automated software tools (search robots).

Preview of the Content — generated by automatic means a selection of short video fragments and/or images from the Partner's Content to which the preview is created. Such preview is shown to the user in the citation mode in the borders of the Partner's video Player only when hovering the cursor over the area of the screen with the Partner's Content. The Preview is not displayed separately from the Partner's video Player or Content.

Notice — a letter signed by the Partner and sent to Yandex in accordance with clause 5.1 of the Agreement, confirming the Partner's agreement with the terms of this Cooperation Agreement.

1.2. The Agreement may use terms that are not defined in clause 1.1 of the Agreement. In this case, such a term shall be interpreted in accordance with the text of the Agreement. In the absence of an unambiguous interpretation of the term in the text of the Agreement, one should be guided by the interpretation of the term prevailing on the Internet.

1.3. The legislation of the Russian Federation shall apply to this Agreement and the relationship between Yandex and the Partner arising in connection with the execution of this Agreement.

2. General terms and conditions of cooperation

2.1. The parties under the Agreement act independently, each on its behalf and at its own expense.

2.2. This Agreement does not imply any financial relations and settlements of the Parties in accordance with or in connection with the execution of the arrangements reached in the Agreement.

2.3. This Agreement does not imply the fulfillment by the Parties of any additional obligations, in addition to those directly stipulated in the Agreement, including not directly or indirectly related to any other contractual obligations, including the transfer of goods, the granting of rights, the performance of work or the provision of services.

3. Warranties and representations

3.1. The Partner warrants that it possesses all the intellectual rights and/or permissions from the copyright holders necessary to conclude and implement this Agreement and to enable Yandex to embed the Partner's player code from the Partner's Site using the embed technology, thus making it possible to view the Content in the Partner's player on the page of Yandex Service.

3.2. The Partner agrees that in order to achieve the goals of this Agreement and to increase the speed of downloading the Content on users' devices Yandex:

3.2.1 uses search robots to automatically index the Content on the Partner's Site, which has been marked in the manner indicated at https://yandex.ru/support/video/partners/markup.html and does not contain a special prohibition established in the order specified at https://yandex.ru/support/video/partners/video-disable.html;

3.2.2 has the right to create temporary full or partial technical copies of the Content on Yandex Servers solely for use in order to improve the quality of the Service and the convenience of users of the Service;

3.2.3 has the right to display the Partner's Content to users of the Service using the embed technology in the Partner's player when such display was not specifically prohibited by the Partner in the manner specified at https://yandex.ru/support/video/partners/video-disable.html;

3.2.4 has the right to create, store and display Previews of the Content using automatic means.

3.3. When displaying the Partner's Content using the embed technology and/or previewing the Content, Yandex undertakes to indicate the Partner as the source of the Content, as well as to post an active hyperlink to the Content on the Partner's Site.

3.4. Yandex has the right to post advertising materials of Yandex and/or third parties on the pages of the Service.

3.5. If the Partner's Content includes third-party advertising (of clients, customers of the Partner, third-party ad networks) (hereinafter referred to as Advertising), the Partner guarantees to Yandex the following: (1) Advertising does not contain viruses, spyware or other malicious software; (2) Display of Advertising by the Partner is carried out on a legal basis, does not violate the rights of third parties; (3) The Partner is an advertiser and/or advertisement distributor in relation to Advertising, and the Advertising itself complies with all requirements of the applicable law.

4. Limitation of liability of the parties

4.1. Yandex does not guarantee that the Content posted on the Partner's Site will be indexed at any predetermined rate and displayed in any predetermined volume.

4.2. Neither Party shall compensate for lost profits caused by the execution of this Agreement by such Party.

4.3. Neither party is responsible and shall compensate for any damages (direct or indirect) caused to the other party or third parties as a result of actions under this Agreement, with the exception of the provisions of clause 4.4.

4.4. Without prejudice to the provisions of clauses 4.1–4.3 of this Agreement, in the event that the Partner's violation of the guarantees of cl. 3.1 and 3.5 of this Agreement gives rise to any claim, request, demand, order, lawsuit against Yandex, including those related to copyright infringement (hereinafter referred to as the Claims) in relation to the Content, the Partner undertakes to:

4.4.1 furnish to Yandex any and all available information and documents requested from Yandex by a court, an authorized governmental authority, or any other person in connection with the filing and/or handling of such Claim;

4.4.2 take all reasonable efforts to resolve all Claims received by Yandex on their own account and at their own expense;

4.4.3 at the request of Yandex, act on a side of the defendant in the litigation on the lawsuit of a third party related to the Claims;

4.4.4 reimburse Yandex for the documented amounts of compensation paid by Yandex in relation to Claims of third parties arising in connection with the execution of this Agreement.

4.5. Yandex has the right at any time without prior notice and without giving any reason to suspend or terminate the indexing and (or) displaying of the Partner's Content using the embed technology in whole or in part, in particular, but not limited to, in the following cases:

4.5.1. if the indexed Content is not marked by the Partner for indexing by search robots in the manner specified in clause 3.2.1 of the Agreement, or its content contradicts the applicable law;

4.5.2. in case of violation by the Partner of other obligations or guarantees accepted in accordance with the Agreement, including the obligations provided for in cl. 3.1 and 3.5 of the Agreement.

5. Conclusion and termination of the Agreement

5.1. This Agreement shall be deemed concluded and shall enter into force upon receipt by Yandex in electronic form Notice of Consent to the provisions of this Agreement signed by the Partner.

5.1.1 The Partner undertakes to send Yandex in electronic form with the subsequent sending of the original Partner's Notice of Consent with the terms of the Agreement in the form provided for in Appendix No. 1 to this Agreement, certified by the signature of the Partner's authorized person and the original seal (if available), with the attachment of a copy of the certificate or another document confirming that the specified site belongs to the Partner, as well as documents confirming the powers of the signatory.

5.1.2 The original Notice must arrive at Yandex no later than 30 days after Yandex receives the notice in electronic form.

5.2. The term of the Agreement is not limited.

5.3. The Agreement may be terminated:

5.3.1. at any time by agreement of the Parties;

5.3.2. by the Partner's decision, notifying Yandex no later than 30 days before the date of the proposed termination.

5.3.3. by Yandex's decision at any time in the event of a change in the model of the Service, a risk of third parties making claims against Yandex in connection with the Partner's Content, or failure to comply with the procedure for signing this Agreement specified in clause 5.1.

5.4. The current version of this Agreement is posted on the Internet at: https://yandex.ru/legal/video_agreement

5.5. Yandex has the right to unilaterally amend the Agreement. Amendments shall come into force from the moment they are posted at the address specified in clause 5.4, unless Yandex determines another date for their entry into force.

5.6. If the Partner disagrees with the changes made by Yandex to the Agreement, the Partner has the right to terminate the Agreement unilaterally by sending a corresponding notification to Yandex.

Yandex address and details

YANDEX LLC, OGRN [Primary State Registration Number] 1027700229193

Address: 119021, Russia, Moscow, Lev Tolstoy str., 16

tel.: (+7495) 739-7000

fax: (+7495) 739-7070

e-mail: video-partners@yandex-team.ru