Contributor License Agreement of Yandex.Cloud Service

Moscow, Russian Federation

This Agreement regulates the relations between Yandex and Contributor, in frame of which Parties assume all rights and obligations as follows.

Applicable Terms. The Parties shall be guided by the following terms and their definitions given hereunder:

Contributions shall mean independent results of intellectual activity and means of individualization (including, but not limited to source code, design items, texts, documentation) being elements of the Programs, parts or independent units of Documentation, as well as editorial edits, additions, corrections, improvements that are not the results of intellectual activity.

Programs shall mean software, including mobile applications, developed by Yandex or third parties as instructed by Yandex and new (future) versions of such programs. The term “Programs” referred to hereinafter shall mean both Programs and their components unless the text of the Agreement defines it otherwise. Programs are computer programs as defined in the Civil Code of the Russian Federation.

Documentation shall mean original texts, including, but not limited to, manuals, instructions, descriptions of products and processes posted on the Yandex.Cloud service’s resources and other Yandex resources associated with the Yandex.Cloud service.

Agreement shall mean this agreement to grant intellectual property rights made by and between Contributor and Yandex.

Contributor shall mean an individual with necessary legal capacities that signed this Agreement and consented to all its provisions.

Yandex shall mean Yandex.Cloud LLC, a legal entity registered under laws of the Russian Federation (OGRN 1187746678580) located at: 16, Lva Tolstovo str., Office 528, Moscow, Russia 119021.

Affiliates shall mean legal entities able to control Yandex’s activities, directly or indirectly, and legal entities, which activities can be controlled by Yandex, directly or indirectly; in this respect, “control” shall mean the direct or indirect holding of more than 50% of voting shares/stock in the authorized (share) capital or the right to manage or the right to influence the controlled legal entity’s executive staff or policy obtained otherwise.

User shall mean any person using Programs, Documentation or other products / services of Yandex.

Party shall mean any party of this Agreement: Contributor or Yandex.

1. Subject of the Agreement. Contributor grants to Yandex the right to use Contributions under a paid, non-exclusive, irrevocable license by all means expressly specified hereby.

2. Term and Territory. The license is provided for the entire duration of Contributor’s exclusive right to Contributions throughout the world.

3. Delivery of Contributions. Contributions may be provided (delivered) by Contributor to Yandex in the form of request for changes (pull request). Contributions considered to be provided since the moment of their receipt by Yandex.

4. Remuneration. The type of remuneration, its amount and the payment procedure are determined by Yandex independently, and information about this is brought to the attention of Contributor by posting on Yandex resources. Before sending Contribution, Contributor undertakes to familiarize himself/herself with the information on remuneration. The provision of Contribution by Contributor to Yandex in accordance with the procedure provided for in Сlause 3 of this Agreement is a confirmation of the fact that Contributor has familiarized himself/herself with the information on remuneration and a confirmation of Contributor’s consent with the terms and procedure of its payment.

Remuneration for the provided Contribution is paid to Contributor at the discretion of Yandex in accordance with the terms and procedure of payment established by Yandex in accordance with this Clause 4 of the Agreement, and only if Contributor sends Yandex the data of the billing account identifier (billing account) in the Yandex.Cloud service.

5. Use of Contributions by Yandex. Yandex may (but not obliged to) by its own discretion and without any necessity to get a prior approval from Contributor or any other third party in any way, not contrary to law, in part (but not limited to):

5.1. use Contributions for both commercial (including, for a fee) and non-commercial purposes; in advertising and marketing materials; in Programs, Documentation and other products / services of Yandex with open and closed source code; in whole or in part;

5.2. change, reduce and expand Contributions, add comments, illustrations or any explanations to Contributions while using them;

5.3. create other Contribution-based results of intellectual activity, including derivative works and composite works;

5.4. convert Contributions into other languages, including other programming languages, port Contributions;

5.5. use Contributions under the trade name and/or any trademark (service mark) of Yandex or any other label as Yandex thinks fit;

5.6. provide Contributions to any third party both individually and as part of Programs, Documentation and other products / services of Yandex “as is” with no need to provide any guarantees of error-free and failure-free operation of Contributions, their fitness for specific purposes and expectations, and any other guarantees, except as expressly prescribed by law.

5.7. grant to Affiliates the right to use Contributions in any way, not contrary to law. From the moment of such granting, Affiliates have the right to use Contributions by its own discretion and without necessity to to get a prior approval from Contributor or any other third party.

6. Use of Contributions by Contributor. Once Contributions are provided to Yandex and this Agreement is signed, Contributor reserves the right to use Contributions by any legal means provided such use causes no damage to Yandex’s business reputation.

7. Reports. When using Contributions, Yandex has no obligation to provide any reports on the use of Contributions to Contributor or any other third party.

8. Patent License. Contributor hereby provides to Yandex and users of Contribution and/or Program a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable (except as specified in this section) license for patent rights, including, but not limited to rights to develop, use, offer for sale, sell, import and otherwise alienate Contribution and/or Program, where such rights are vested in Contributor, irrespective of whether these rights relate to Contribution and/or Program as to separate elements or as to interconnected parts of one unit consisting, inter alia, of Contribution and Program.

9. Representations and Warranties. Contributor makes the following representations and warranties to Yandex, which Yandex construes as essential for Yandex and upon which Yandex relies in the conclusion and implementation of the Agreement:

9.1. Contributor have all rights and legal capacity needed to sign this Agreement;

9.2. Contributions provided by Contributor to Yandex were developed (created) by Contributor except for Contributions, exclusive rights to which are vested in other parties (rightholders), but which, according to such rightholders’ direct expression of will, are distributed freely with no need to secure the rightholders’ approval and with no remuneration payable to them (open libraries, etc.), and Contributor uses such Contributions (inter alia, to provide them to Yandex) on legal grounds;

9.3. Contributions are not subject to any third-party rights, including rights of the Contributor’s employer;

9.4. Contributor secured the consent of authors (rightholders) of results of intellectual activity being part of Contributions for Yandex to use them by all means listed herein;

9.5. any further use of Contributions by Yandex as provided by Contributor to Yandex does not infringe on intellectual and any other rights and legitimate interests of third parties, including the Contributor’s employer.

10. Liability. If any claims or legal actions are filed against Yandex for its use of Contributions, Contributor undertakes to compensate all property losses of the Customer resulted from such claims provided Yandex used Contributions in accordance with the terms hereof. The amount of compensation of such property losses shall be determined according to documents confirming relevant payments made by Yandex to third parties to resolve claims or legal actions or Yandex’s obligation to make such payments (including, but not limited to final and binding judicial decisions, writs of execution, decisions, regulations and other law-enforcement acts of public or municipal bodies).

11. Limitation of Liability. All Contributions provided by Contributor to Yandex shall be provided “as is”, with no guarantees, express and implied, including guarantees of quality, commercial value or fitness of Contributions for specific purposes.

12. Logo and Trademarks. Contributor may only use Yandex’s logo in the manner and under the terms determined at: https://yandex.ru/company/rules/logotype unless otherwise specified by Yandex in writing.

13. Applicable Law. The Agreement shall be governed and construed in accordance with Russian law.

14. Resolution of Disputes. If the Parties fail to agree on disputable issues, disputes shall be reviewed in court at Yandex’s location. If Yandex does not know Contributor’s actual place of existence, disputes or other issues shall be reviewed in court at Yandex’s location.

15. Entire Agreement. This Agreement constitutes a full and express declaration of will of both Parties and cancels all other arrangements and communications of the Parties preceding the entry into force of this Agreement.

16. Severability. If one or more provisions of the Agreement are invalidated, such invalidity shall not affect the validity of any other provision of the Agreement and the Agreement as a whole.

17. Legal Succession of the Parties. The rights and obligations stipulated by this Agreement shall be mandatory for legal successors of the Parties, inter alia, if they change their organizational and legal form.

18. Language of the Agreement. This Agreement is made in Russian and English. Russian version is available at https://yandex.ru/legal/cla/cloud/?lang=ru. English version is available at https://yandex.ru/legal/cla/cloud/?lang=en. If Contributor is Russian citizen or legal entity registered in Russia, only Russian version of the Agreement shall apply. If Contributor is citizen of any other country or legal entity registered in the territory of any other country, only English version of the Agreement shall apply. In the event of a conflict between provisions of Russian and English versions of the Agreement, provisions in Russian shall prevail.

19. Consent to Provisions of the Agreement. By signing this Agreement, Contributor expresses its full and unconditional consent to all provisions hereof.

20. Entry of the Agreement into Force. The Agreement is deemed to become effective since the moment of receiving by Yandex Contribution from Contributor in any electronic form, including, but not limited to, corporate Yandex's accounts on GitHub and BitBucket services.

Yandex.Cloud LLC

Address: 16, Lva Tolstovo str., Office 528, Moscow, Russia 119021

Phone: +7 495 739-70-00, fax: +7 495 739-70-70

E-mail: [email protected]

Date of publication: 16.12.2021.

Previous version of the document: https://yandex.com/legal/cloud/05022021