Tendem Terms of Use
Date of publication: 18.02.2026
Effective Date: 28.02.2026
Toloka AI BV and its affiliated entities (collectively, "Toloka", "we", or "us") provide a hybrid AI-human agent that combines advanced artificial intelligence orchestration with a network of independent contractors to deliver work product, including but not limited to market research, writing, analysis, and content creation ("Tendem"), and is is made available via a platform located at tendem.ai and its subdomains, applications, APIs, and any other related services (the “Platform”) (collectively, the "Services"). These Tendem Terms of Service, together with the Privacy Notice, Data Processing Agreement, and any other terms that Toloka publishes or makes available on the Platform or in connection with the Services (collectively, the "Terms") govern your access to and use of the Services (the “Terms”). We reserve the right to change these Terms for any reason, which shall be affected by making the revised Terms available to you on the Platform. Your continued use of the Services after any changes are posted constitutes your acceptance of the revised Terms.
In these Terms, “user”, “you”, or “your” means the individual or user creating the account and requesting Services. You and Toloka are each individually referred to as "Party" and collectively referred to as the "Parties".
By accepting these Terms, including by clicking “I Agree” or a similarly named button, or by registering an account, you (1) agree to be bound by all agreements that constitute the “Terms”, and you agree that the Terms include and incorporate by reference any other agreement, policy, procedure, or guideline that we publish or make available on the Platform or in connection with the Services, including the Privacy Policy, Data Processing Agreement, and the Usage Policy; (2) represent and warrant that you are at least 18 years old and have the authority to bind yourself to these Terms; and (3) represent and warrant that you are acting only in your personal capacity as an individual and are not accessing or using the Services on behalf of, or for the benefit of, any third party (including an employer).
PLEASE CAREFULLY READ THE TERMS, INCLUDING THE MUTUAL ARBITRATION PROVISION AND THE PRIVACY NOTICE BEFORE USING THE SERVICES.
These Terms do not limit any rights you may have under applicable consumer protection laws in your country of residence. If any provision of these Terms is unenforceable in your jurisdiction, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.
If you do not agree with these Terms, you are prohibited from using the Services or accessing the Platform.
THE SERVICES
1.1 Toloka’s Provision of Services. Toloka provides you with access to the Platform for you to submit a request for a task you wish to have executed by the Services (a “Task”). Toloka allows you to upload Task instructions, including certain content, including but not limited to images, videos, text, audio or files containing content on or through the Platform that may be necessary to provide the Services to you (collectively and including the Task, “User Content”). Tendem analyzes the User Content, forms a plan of steps to execute the Task, with each step performed by a combination of AI systems and independent contractors engaged by Toloka (“Experts”). Each step is then mutually verified by the AI systems or the Expert. Upon completion, the results generated or delivered by the Services (the “Output”) will be delivered to you via the Platform.
1.2 Modifications. Toloka may modify or update these Terms or the Services at any time.
1.3 Third-Party Services and Websites. The Services may display, link to, interoperate with, or rely on third-party software, services, models, data sources, browsers, or virtual environments (“Third-Party Services”) and may surface output from those services (“Third-Party Output”). Toloka does not control or endorse, and is not responsible for, any Third-Party Services or Third-Party Output, including availability, security, legality, or data practices. Your use of Third-Party Services or Third-Party Output is at your own risk and may be governed by separate terms and privacy policies.
1.4 Subcontracting and Third-Party Technology. Toloka may engage, in its sole discretion, its affiliates and other third parties, including Experts and may use third-party software, models, data sources, browsers or virtual environments, and cloud infrastructure to perform the Services and Toloka’s obligations.
1.5 Your Right to Use the Services. During the Term and subject to these Terms and payment of all applicable Fees, Toloka grants you a limited, revocable, non-exclusive, non-transferable and non-sublicensable right to access and use the Services.
1.6 Account Registration. You will create and maintain a single account (“Account”) with complete, accurate, and up-to-date information, including billing and a valid payment method. You are responsible for creating a user name and password, and for maintaining the confidentiality of its credentials and for all activities under the Account. You will promptly notify Toloka of any unauthorized use.
1.7 Your Obligations. You agree that:
(i) you will comply with all Applicable Laws while using the Services and Output;
(ii) you will not provide to Toloka any software, data, technology, or services in a manner that would cause Toloka to violate Sanctions Laws or other applicable export control or trade compliance laws (including by providing items sourced, exported, reexported, or transferred in violation of such laws); and
(iii) Sanctions and export compliance. (A) You must not access or use the Services in violation of Sanctions Laws or other applicable export control or trade compliance laws; and (B) You must not use VPNs, proxies, or other methods to conceal or misrepresent your location or identity to circumvent location-based restrictions or compliance controls. Toloka may suspend or terminate access where Toloka reasonably believes continued access may violate such laws or create legal, regulatory, or fraud risk.
1.8 Use Restrictions. Except as expressly permitted in these Terms, you agree you will not, and will not allow any third party, to: (i) interfere with or restrict others’ use of the Platform or Services or impose an unreasonable or disproportionate load on our infrastructure; (ii) violate others’ rights or Applicable Laws, including defamation, abuse, stalking, threats, privacy or publicity violations, and infringement or misappropriation of intellectual property or moral rights; (iii) upload, post, transmit, use, collect or process content that is illegal, stolen, counterfeit, fraudulent, pirated, infringing, violent, unauthorized, or that furthers illegal or harmful activity, including Prohibited Explicit Content; (iv) introduce, link to, or attempt to bypass protections against viruses, malware, or other harmful code, or otherwise disrupt, interfere with, probe, or expropriate the Services or Toloka’s data (including penetration testing, vulnerability scanning, credential attacks, geo-restriction bypass, or crypto-mining); (v) reverse engineer, decompile, disassemble, copy, modify, create derivative works of, remove proprietary notices from, sell, resell, license, rent, lease, distribute, time-share, scrape, or index the Services; (vi) use the Services or Output to create, train, develop, benchmark, or improve competing products or services, or to provide Output for the benefit of unaffiliated third parties; (vii) automatically or programmatically extract data or Output, or represent Output as human-generated; (viii) use the Services, Output, or any downsteam application, model, or tool you create create using the Services or Output (“User Applications”) in regulated, safety-critical healthcare, or other professional contexts, including but not limited to, for legal, labour, medical, or financial advice presented as professional opinion, advice, triage, diagnosis, or treatment, where failure or inaccuracy could cause injury, death, or damage; (ix) use the Services or Output to generate Prohibited Explicit Content or create User Applications that generate Prohibited Explicit Content; (x) make or materially assist decisions about credit, housing, employment, insurance, legal or immigration status, or access to essential services without appropriate human review and required notices; (xi) upload, post, transmit, use, collect or process data of minors, Protected Health Information (PHI) without a valid Business Associate Agreement (or otherwise without a lawful basis and required notices/consents), or Personal Data without a lawful basis; (xii) circumvent copyright management information or DRM, train or tune on content without rights, or scrape where prohibited (including by robots.txt or applicable terms); (xiii) engage in spam or mass unsolicited outreach using the Services; (xiv) violate third party provider terms applicable to integrated models, data sources, browsers, or virtual environments within the Services; (xv) access the Services or provide the Output in violation of Applicable Laws, share credentials, resell Output, create automated accounts, or exceed or bypass usage caps or rate limits; or (xvi) use the Services or the Output for unlawful surveillance, biometric identification, or re-identification of anonymized or pseudonymized Personal Data or de-identified PHI.
If requested, you will provide information necessary for Toloka to verify compliance with this Section 1.8.
1.9 User Content. You are responsible for providing User Content necessary to perform the Services and you represent and warrant that: (i) User Content complies with all Applicable Laws; (ii) you have all rights and consents to provide User Content to Toloka and the Experts for the purposes of providing the Services; (iii) User Content and its use do not violate third-party rights (including IP, privacy, publicity, or moral rights); (iv) User Content does not contain or constitute Restricted Information; (v) User Content does not contain or constitute Prohibited Explicit Content; (vi) the Task will not cause the generation of Prohibited Explicit Content.
1.9.1. “Restricted Information” means any information that is protected by law, regulation, or contract, or for which unauthorized disclosure, alteration, or destruction could cause significant harm to the organization or an individual, including substantial fines, legal penalties, or reputational damage. This includes, but is not limited to, the following categories of data, in each case as defined by Applicable Law: (i) Sensitive Personal Data (under GDPR, CCPA, and similar global data privacy laws); (ii) Protected Health Information ("PHI") (under HIPAA and similar health privacy laws); (iii) Nonpublic Personal Information ("NPI") (under the Gramm-Leach-Bliley Act and similar financial privacy laws); and (iv) Proprietary business information, trade secrets, and non-public legal records.
1.9.2 “Prohibited Explicit Content” means any content that falls into one or more of the following categories:
1.9.2.1 Harmful and Illegal Acts inclduing, but not limited to: Child Sexual Abuse Material (CSAM) or sexual content involving minors; non-consensual intimate imagery; content that depicts, promotes, or provides instructions for violence, illegal activity (including weapons manufacturing), self-harm, or suicide; or terrorist or extremist propaganda;
1.9.2.2 Harassment and Discrimination including but not limited to: hate speech; discrimination; targeted harassment; or doxxing (publishing private or identifying information about an individual without consent);
1.9.2.3 Deception and Misrepresentation including, but not limited to: deceptive impersonation or deepfakes designed to mislead; or content that is misleading or fraudulent;
1.9.2.4 General Prohibitions including, but not limited to: sexually explicit material, pornography, or depictions of consensual sexual acts; content that is obscene or defamatory; depictions or promotions of illegal drugs or drug paraphernalia; content that violates the privacy or publicity rights of any person; ora any content that is otherwise illegal under Applicable Law.
2. OWNERSHIP, LICENSES AND IP
2.1 User Content and Output Ownership. As between the Parties, you own all right, title, and interest in and to User Content, and, upon full payment of applicable Fees, in Output. Except for the licenses expressly granted to Toloka in these Terms, no rights in User Content or Output are granted to Toloka.
2.2 Licenses to Toloka. You grant Toloka a royalty-free, fully paid-up, worldwide, sublicensable, transferable to its affiliates and in connection with a reorganization, merger, or sale), non-exclusive license to: (i) use, host, store, reproduce, display, perform, transmit, and process User Content and Output during the Term to provide, operate, maintain, secure, troubleshoot, and support the Services, including quality assurance, abuse and fraud detection, safety mitigations, analytics, and compliance checks; (ii) use User Content and output to train and improve Toloka’s internal models; and (iii) to generate, compile, and create de‑identified and/or aggregated data, derivatives, insights, metrics, and telemetry derived from the Services, User Content, Output, and usage of the Services (“Toloka Data”).
2.3 Toloka Data. Toloka owns all right, title, and interest in Toloka Data and may use Toloka Data for any lawful purpose.Toloka Data will not reasonably identify you.
2.4 Toloka IP; No Implied Licenses. As between the Parties, Toloka and its licensors own all right, title, and interest in and to the Services and all underlying technology. This includes all models, algorithms, software, user interfaces, documentation, know-how, and any updates, improvements, or modifications, and all related intellectual property rights worldwide (“Toloka IP”). Except for the limited rights expressly granted to you in these Terms, no other rights are granted by implication, estoppel, or otherwise.
2.5 Similarity of Output. Due to the nature of our Services, Output may not be unique to you, and other users may receive similar output. Your rights in your Output do not extend to output provided to other users or to any third party output.
2.6 Feedback. If you provide suggestions, ideas, enhancement requests, or other feedback regarding the Services (“Feedback”), you grant Toloka a worldwide, perpetual, irrevocable, sublicensable, transferable, royalty-free license to use and exploit the Feedback for any purpose without restriction, attribution, or payment. To the extent permitted by law, you waive any moral rights in Feedback.
2.7 Third-Party Materials; Open Source. The Services may incorporate or interoperate with various third-party materials, including models, data sources, virtual browsers/PCs, and open-source components. These materials are subject to their respective applicable terms, licenses, and conditions. Nothing herein is intended to limit any rights you may have under the applicable open-source licenses; however, those open-source rights only apply to the individual components themselves, and do not extend to the Platform, Toloka IP as a whole.
2.8 Model-Training Opt-Out. You can control whether your User Content is used to train and improve Toloka’s internal models by visiting your Account settings and selecting the “opt-out” preference. This opt-out choice does not restrict our rights to create and use de-identified or aggregated data, as permitted and described in Sections 2.2-2.3.
3. FEES AND PAYMENT
3.1 Use of Third-Party Payment Processor.
3.1.1 Payments. All payments and financial transactions related to your use of the Services are handled by a third party payment processor (e.g., Stripe) and not by Toloka. Your use of such service is subject to that provider’s separate terms and conditions and privacy policy, and by making a payment, you agree to be bound by the provider’s terms and conditions and privacy policy.
3.1.2 Disclaimer. To the maximum extent permitted by applicable law, you agree that Toloka is not liable for any damages, losses, or issues caused by the third-party payment provider, including, but not limited security breaches, fraud, transaction failures or delays, additional fees imposed by the provider, any other act or omission by the third party provider. Your use of the provider is at your own risk. Any claims or disputes related to payment processing must be directed to the third party provider.
3.1.3 Data Sharing. You acknowledge and agree that we may share your payment-related information with the third party service provider for the sole purpose of processing your payments, and that this data will be subject to the provider’s privacy policy.
3.2 Account Balance Requirement. To use the Services, you must first deposit funds into an account balance associated with your Account. When you request a Task, the applicable Fees will be deducted from this balance. Your current balance will be visible within your Account.
3.3 Fees and Task Execution. Toloka will inform you of the pricing for the Task (“Fee”) and will notify you of the Fee before or during Task execution.
Upfront Estimate: For some Tasks, we will provide a fixed estimate.
Metered Billing: For other Tasks, Fees will be calculated in real-time as the Task is executed.
We Toloka will only commence a Task once your account balance is sufficient to cover the Fee. You may pause or cancel a Task at any time. If you cancel, you will be charged for all services rendered up to the point of cancellation.
3.4 No Refunds for Account Balance. Except where mandatory local law requires otherwise, all funds added to your account balance are non-refundable once credited. There is no right of withdrawal or "cooling-off" period for funds added to your balance.
3.5 Price Changes. We may change the prices of the Services at any time. Any price changes apply only to future Tasks, and do not affect the value of any funds you have already added to your balance.
3.6 Insufficient Funds. If your account balance is insufficient to pay for a requested Task, Toloka will not start the Task. If payment is not received within 72 hours of a billing attempt, the Task request will be terminated.
3.7 Taxes. The price displayed for our Services typically does not include applicable sales taxes (such as VAT or GST). If taxes apply to your purchase, we will calculate the final total amount, including those taxes, and display it to you before you complete your payment. Taxes are calculated based on the billing address you provide or as otherwise required by law. You are responsible for ensuring your billing details are accurate and up to date.
3.8 Bank and Transaction Fees. Your bank or the third-party payment provider used by our platform may apply additional fees. These can include charges for currency conversion or international transaction processing. Please note that these fees are determined and charged by your bank or the payment provider, not by us, and we are not responsible for them.
3.9 Failure to Pay Full Amount.
You are responsible for paying the full invoice amount, including all applicable taxes and third-party fees. If you do not pay the total amount owed, we reserve the right to pause or stop your access to the Services until full payment is received.
4. INDEMNIFICATION. You will indemnify, defend, and hold harmless Toloka, its Affiliates, and their directors, officers, employees, agents, and licensors, and the applicable Seller for the Task (collectively, “Toloka Indemnitees”) from and against all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of third‑party claims to the extent resulting from: (i) your User Content, Tasks, or Task Terms; (ii) your use of the Platform, Services, or Output; (iii) your breach of these Terms or Applicable Law; or (iv) your breach of any applicable data protection agreement or obligations. To the maximum extent permitted by law, this indemnity also covers regulatory investigations, enforcement actions, fines, and penalties arising from your Tasks or use of Output, and third‑party claims (including by data subjects, regulators, or IP owners) relating to your User Content, Tasks, Task Terms, or use of Output.
5. WARRANTIES AND DISCLAIMERS.
5.1 Mutual. Each Party represents and warrants it has the right, power, and authority to enter into and perform under these Terms and will comply with Applicable Law.
5.2 User. You represent and warrant that: (i) Tasks are accurately described with sufficient detail and you have provisioned all necessary User Content; (ii) your use of the Services and Output does not and will not violate any third party obligations; (iii) you will provide information reasonably requested by Toloka to facilitate the Services and verify your compliance with these Terms; (iv) your Account information will be kept accurate and current at all times; (v) you will not share your Account password; (vi) you are in compliance with and shall at all times, comply with all applicable laws, rules and regulations in connection with your use of the Services, including any equivalent laws of any other jurisdiction in which you operate or access Tendem, or from which goods, software, technology or services are supplied, including, without limitation, all privacy, security, anti-money-laundering, counter-terrorist-financing, fraud prevention, export control, sanctions, and trade compliance laws, rules and regulations of any relevant jurisdiction, including without limitation those administered or imposed by the United States, European Union (“EU”), United Kingdom (“UK”), and/or Switzerland (as applicable), including, but not limited to, the US Department of Treasury’s Office of Foreign Assets Control (“OFAC”) regulations (31 C.F.R. Chapter V) (“Sanctions Laws”, and collectively “Applicable Laws”); (vii) Sanctions compliance representation. You represent and warrant that (A) you are not a Restricted Person, (B) you are not accessing or using the Services on behalf of, or for the benefit of, any Restricted Person, and (C) you will not access or use the Services in any manner that would cause Toloka to violate applicable Sanctions Laws or other applicable export control or trade compliance laws; and (viii) you will not use, enable, or integrate the Services in or for the benefit of activities that are directly or indirectly in violation of Applicable Laws.
5.3 Sanctions. Any provision conflicting with Sanctions Laws is null and void, and Toloka will not be bound by it. You will not cause Toloka to violate Sanctions Laws and will provide assurances upon request. You will promptly notify Toloka if any sanctions-related representation becomes inaccurate.
5.4 Disclaimers. EXCEPT FOR EXPRESS WARRANTIES IN THESE TERMS, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, TOLOKA, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT (I) THE SERVICES, PLATFORM, OR OUTPUT (INCLUDING BUT NOT LIMITED TO MECHANISMS FOR THE DOWNLOADING OF MATERIAL): (A) ARE ACCURATE, EFFECTIVE, RELIABLE, TIMELY, COMPLETE, OR FREE OF ERRORS; (B) WILL MEET YOUR REQUIREMENTS; (C) WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; (D) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (E) WILL INTEROPERATE WITH ANY PARTICULAR PRODUCT, DEVICE, OR SOFTWARE; OR (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED.
ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE SO AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY RESULTING DAMAGE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICES.
TOLOKA IS NOT RESPONSIBLE FOR THE CONDUCT OR ACTIONS OF ANY THIRD PARTY PAYMENT PROVIDER (E.G., STRIPE). YOUR USE OF SUCH THIRD PARTY SERVICES IS AT YOUR OWN RISK AND SUBJECT TO THEIR SEPARATE TERMS AND POLICIES.
6. LIMITATION OF LIABILITY
6.1 Exclusion. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER TOLOKA NOR ITS SUBSIDIARIES, AFFILIATES, OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR DAMAGES FOR LOSS OF REVENUE, PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR USE OF, OR YOUR INABILITY TO USE, THE SERVICES, WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. TOLOKA DISCLAIMS ALL LIABILITY REGARDING YOUR INTERACTIONS AND TRANSACTIONS WITH THIRD PARTY PAYMENT PROVIDERS.
6.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TOLOKA’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE FEES PAID BY USER TO TOLOKA FOR THE SERVICES DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
SOME STATES, TERRITORIES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW, EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS IN SECTIONS 5 AND 6 MAY NOT APPLY TO YOU. MAY NOT APPLY TO YOU. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STAT, OR JURISDICTION TO JURISTICTION. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
6.3 Basis of the Bargain. The limitations in this Section 6 are fundamental elements of the basis of the bargain between the Parties.
7. TERM AND TERMINATION
7.1 Term. These Terms apply to you on the date you first access the Platform or use the Services, and will continue until you or Toloka terminates these Terms as provided below.
7.2 Termination By You. You may terminate the Services at any time by requesting closure of your Account. All outstanding Fees will become due immediately upon receipt of your request for termination.
7.3 Termination By Toloka. Toloka may suspend or terminate your access to the Services, in our sole discretion, if: (i) you breach any of these Terms; (ii) as required by law; (iii) your use poses risk or harm to Toloka, Experts, or others; (iv) your Account has been inactive for over a year or is unpaid; or (v) Toloka terminates the Services to all users. Where appropriate, Toloka will use reasonable efforts to notify you in advance so you can export User Content, except where doing so would cause harm or is legally prohibited.
7.4 Appeals. You may appeal a suspension or termination by contacting customercare@toloka.ai.
8. GOVERNING LAW AND DISPUTE RESOLUTION
8.1 Governing Law. These Terms and any dispute arising out of or relating to these Terms or the Services will be governed by the laws of the Netherlands, without regard to conflict of laws principles. Nothing in these Terms limits any mandatory consumer protection rights you may have under the laws of your country of residence.
8.2 Informal Resolution. The Parties will first try in good faith to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Services (a “Dispute”). A Party must send written notice describing the Dispute and the requested relief. The Parties will confer and try to resolve the Dispute within 30 days after the notice is received.
8.3 Arbitration (where permitted).
(i) If a Dispute is not resolved informally, and to the extent permitted by applicable law, it will be resolved by binding arbitration administered by JAMS under its Consumer Arbitration Minimum Standards and Consumer Arbitration Rules then in effect. The arbitration will be conducted by one neutral arbitrator. The arbitrator will apply these Terms and the governing law stated above (including all non‑waivable consumer protections) and may award any individual relief a court could award, including injunctive relief. Judgment on the award may be entered in any court of competent jurisdiction. The legal seat of arbitration will be New York, New York, unless applicable mandatory law requires otherwise. The language will be English. Hearings may be conducted by remote video at the consumer’s election where appropriate.
(ii) Small Claims Carve Out. In the US, either Party may bring an individual claim in small-claims court in the county of the Individual’s residence or where the Individual resides.
(iii) Opt-Out. A consumer may opt out of this Consumer Arbitration clause within 30 days of first accepting these Terms by emailing legal@toloka.ai with your name, account email, and a clear statement of the intent to opt out. Opting out will not affect other rights or obligations under these Terms.
(iv) EEA/UK Consumers. If you are a consumer resident in the EEA or the UK, you may bring claims in the courts of your country of residence where mandatory law grants that right. To the extent mandatory law does not permit arbitration or restricts waivers of court proceedings, the arbitration provisions in this Section 8 do not apply.
(v) Severability. If any part of this Section 8 is found unenforceable, the rest remains in effect. If the class-action waiver is unenforceable as to a particular claim, that claim must proceed in court.
9. CONFIDENTIALITY
9.1 Confidential Information. “Confidential Information” means non-public information disclosed by a Party that is marked or identified as confidential or that reasonably should be understood as confidential, including technical, business, financial, security, and personal data information, but excluding Toloka Data.
9.2 Protection. Each Party undertakes to maintain the confidentiality of and 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. 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.
9.3 Permitted Disclosures. Notwithstanding the foregoing, a receiving Party may disclose the Confidential Information of the disclosing Party: (a) as required by law, regulation, subpoena, or court or government order, but only to the minimum extent necessary and, where legally permitted, after giving prompt notice to the disclosing party and using commercially reasonable efforts, at the disclosing party’s request and expense, to seek a protective order or other confidential treatment; (b) to its auditors, lawyers, and other external advisors bound by confidentiality obligations at least as protective as these Terms; (c) to its Affiliates when reasonably necessary to perform obligations or exercise rights under these Terms, provided those Affiliates are bound by confidentiality obligations at least as protective as these Terms; (d) to Affiliates and other third parties involved in providing the Services, subject to the same level of confidentiality protection; (e) in connection with an assignment by Toloka under Section 11.2 or a merger, reorganization, sale, or similar transaction involving Toloka, to relevant Affiliates and third parties under confidentiality obligations at least as protective as these Terms; and (f) as required by the rules of any listing authority or stock exchange on which either party or its Affiliates are listed.
9.3 Duration. The obligations set forth in this Section 9 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.
10. NOTICES. Toloka may send notices via email or posting on the Platform. Notices are effective when sent or posted.
11. GENERAL
11.1 No Agency. The Parties are independent contractors. These Terms of Use do not create any agency, partnership, joint venture, employment, fiduciary, or similar relationship between you and Toloka.
11.2 Assignment. You may not assign, transfer, delegate, sell, or otherwise dispose of these Terms or any rights or obligations hereunder, including by operation of law, without Toloka’s prior written consent. Any attempted assignment or transfer in violation of this Section 11.2 is void. Toloka may assign, transfer, delegate, sell, or otherwise dispose of these Terms and any rights or obligations hereunder, including by operation of law, without your consent.
11.3 Anti-Corruption and Bribery. You agree to comply with all applicable anti-corruption laws. We maintain a strict zero-tolerance policy for bribery. You will not offer, accept, or solicit anything of value to improperly influence any action or gain an unfair advantage. If you breach this Section 11.3 Toloka may terminate these Terms immediately.
11.4 Force Majeure. Neither Party is liable for delay or failure to perform to the extent caused by a Force Majeure Event, meaning events beyond the Party’s reasonable control, including acts of God, natural disasters, epidemics or pandemics, terrorism, war, civil unrest, governmental actions, fire, flood, earthquakes, failures of telecommunications or utilities (including internet or data centers), mandatory legal compliance, or similar events. If a Force Majeure Event prevents performance for 30 days or more, either party may terminate these Terms on written notice.
11.5 Conflicting Terms (Language). If Toloka provides these Terms in more than one language and there is any discrepancy, the English version controls.
11.6 Processing of Data. By using the Services you agree to the Privacy Notice, which is incorporated into and forms part of these Terms. Please be aware that your data, including your User Content and Personal Data, may be transferred, processed and stored outside of your country (including, if you are located in the European Union, outside of the European Union), and that your data may be subject to disclosure as required by Applicable Law.
11.7 Toloka Trademarks. You may not use Toloka’s name or logos without prior consent, including Tendem.
11.8 Survival. Upon termination of your use of the Services or termination of these Terms for any reason, in addition to this Section 11.8, the following sections will survive termination: Sections 4 through 11.
11.9 Miscellaneous. Toloka’s failure to exercise or enforce any right or provision of these Terms will not be considered a waiver of that right or provision. If any provision of these Terms is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms otherwise remain in full force and effect and remain enforceable between the Parties. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of the section. These Terms constitute the entire agreement between you and Toloka with respect to your use of the Services. These Terms are not intended and will not be construed to create any rights or remedies in any parties other than you and Stripe, and no other person will have the ability to assert any rights as a third party beneficiary under these Terms. These Terms do not limit any rights that Toloka may have under trade secret, copyright, patent or other laws.