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Service Agreement

This TractoAI Service Agreement, together with any other terms and policies incorporated herein by reference, including the Linked Documents, the Documentation, and any Order Forms, which form an integral part hereof, as amended from time to time (collectively the "Agreement"), form a legally binding and enforceable agreement between Nebius B.V. ("Nebius") and the customer accessing or using the TractoAI Platform ("Customer").

If the Customer is entering into this Agreement on behalf of a company or other legal entity, the Customer represents that: (i) it has full legal authority to bind such entity to this Agreement; and (ii) after reading and understanding the Agreement, it agrees to the terms of this Agreement on behalf of the respective entity, and such terms shall bind such entity. The Customer and Nebius shall each be referred to as a "Party" and collectively as the "Parties".

CUSTOMER ACKNOWLEDGES THAT ONCE IT CLICKS TO ACCEPT OR OTHERWISE AGREES TO THIS AGREEMENT, IT WILL BE EFFECTIVE IMMEDIATELY, AND THE CUSTOMER AGREES ON BEHALF OF ITSELF AND ITS ORGANIZATION TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

1. Definitions​

  • "Account" means a unique record created for Customer that provides access to the Service and describes the financial relationship between the Company and the Customer. It maintains unified records of the Service used, containing billing information, including payments made by the Customer and amounts payable under this Agreement.
  • "Billing Threshold" means a maximum negative balance of the Account, if exceeded, Nebius automatically charges the Customer for the consumed Services.
  • "Committed Volume of Service" means the predefined volume and quantity of Service that the Customer has requested for a specific period and that Nebius has agreed to provide for a fixed price, regardless of whether actual consumption is below the committed volume. Any consumption exceeding the Committed Volume will be charged additionally in accordance with the terms of the Agreement.
  • "Content" means data, text, programs, databases, music, sounds, photos, graphics, videos, messages, and other materials.
  • "Customer Data" means any data, content, code, video, images or other materials of any type that Customer uploads, submits or otherwise transmits to or through the Services, including without limitation any data processed by the Services on Customer's behalf.
  • "Linked Documents" means documents specified in section 21 which are the integral parts of this Agreement and apply to the Services by reference as specified in these Terms.
  • "Payment Method" means the method by which the Customer shall make payments to Nebius, including, but not limited to, wire transfer, ACH, credit card, or any other, approved by Nebius and displayed in the Customer's account.
  • "Personal Data" means any information relating to an (directly or indirectly) identified or identifiable individual, as defined by applicable data protection laws and regulations.
  • "Platform" means the TractoAI software and hardware platform that provides means to use the Services and other cloud resources of the Platform.
  • "Reporting Period" means a calendar month unless otherwise agreed by the Parties in writing. The first Reporting Period is defined as the period from the Effective date to the last day of the calendar month (time zone determining the start and end of a calendar day: UTC).
  • "Service Fees" means the aggregate fees defined by Nebius based on the Customer's usage of the Services and the Service Rates and/or Committed Volume of Services ordered by the Customer.
  • "Service Rates" means the applicable fees for each billing unit of any Service. Links to the Service Rates for a specific Service are set forth here: https://docs.tracto.ai/pricing.
  • "TractoAI Service" or "Service" means the suite of offerings provided by Nebius under this Agreement, which includes but is not limited to, the TractoAI platform and related functionalities, technologies, and support services.

2. Scope of Service​

2.1. Nebius provides TractoAI Service based on YTsaurus open-source technology (hereinafter referred as the "Service"). A full description of the Service and the Platform features can be found in the Documentation available via https://docs.tracto.ai.

2.2. Provision of the Service is subject to the availability of resources. Nebius does not guarantee the availability of the Service unless reserved as a Committed Volume of Service under a separate Order Form, which explicitly confirms the reservation of the resources necessary for the provision of the Service. In the absence of such an Order Form, Nebius reserves the right to limit or suspend access to the Service based on resource availability, without any liability for unavailability.

3. Warranties and Representations​

3.1. Each Party warrants and represents that it has all right, power and authority to enter into this Agreement and to perform all of its obligations hereto.

3.2. The Customer warrants and represents that: 3.2.1. all details provided by the Customer are accurate and complete, and Customer will keep such information current at all times during the term of this Agreement; 3.2.2. the Customer's engagement with Nebius is not and/or will not be in breach of any of the Customer's agreements to which it is a Party; 3.2.3. the Customer and all of its Users have provided all necessary notices, made all necessary registrations, obtained all the necessary rights, licenses, consents, releases and permissions of third parties and legally hold all the necessary rights, title and interest to the Customer Data to process the data under this Agreement and/or grant the rights granted to Customer under this Agreement; 3.2.4. Customer's Data and its use thereof does not and will not: (i) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade a right of privacy, publicity or other property rights of any other person; or (iii) cause Nebius to violate any law, regulation, rule, or rights of third parties; 3.2.5. the Customer has reviewed the Services, the Documentation, and all Linked Documents and has found the Services suitable for its needs, and it waives any claim and/or demand towards Nebius in this regard; 3.2.6. the Customer is solely responsible for the development, content, operation, maintenance, and use of the Customer Data; 3.2.7. the Customer Data does not and will not violate the Acceptable Use Policy (AUP); 3.2.8. The Customer warrants, represents, and certifies that it is not the subject or target of any sanctions administered or enforced by the UN Security Council, the US Government (including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury ("OFAC"), the Bureau of Industry and Security of the US Department of Commerce ("BIS") or the US Department of State and including, without limitation, the designation as a "specially designated national" or "blocked person"), the European Union or any Member-State, His Majesty's Treasury, or other relevant sanctions authority (collectively, "Sanctions Authorities"). This includes, but is not limited to, designation on any lists maintained by a Sanctions Authority (such as OFAC's Specially Designated Nationals List, OFAC's Foreign Sanctions Evaders List, and BIS's Entity List), as well as location, organization, or nationality in a country or region subject to applicable comprehensive sanctions. The Customer also confirms that it is not owned or controlled by any party on any sanctions lists administered or enforced by a relevant Sanctions Authority; and

3.3. If Customer has a reasonable basis to believe that any of the foregoing warranties, representations, or covenants may no longer be true or has been breached, Customer shall immediately notify Nebius in writing.

4. Customer Obligations​

4.1. The Customer hereby undertakes the following: 4.1.1. it shall pay for the Services in accordance with the payment terms set forth in this Agreement and the Order Form; 4.1.2. it shall comply with all applicable laws and regulations and Linked Documents; 4.1.3. promptly notify Nebius in case of any technical problems with the Service; 4.1.4. it shall ensure safe storage and prevent the login details the Customer uses to access the Services from being compromised; 4.1.5. it shall inform Nebius of any relevant changes in the Customer's details no later than seven (7) calendar days from the date of such changes; 4.1.6. it shall not transfer or assign its rights or obligations under this Agreement to third parties without written consent from Nebius; 4.1.7. it shall not reverse engineer, create derivative works, use or repurpose outside the scope of this Agreement, decompile, disassemble, or evade technical constraints of the Services, intellectual property or software products of Nebius, unless permitted under mandatory applicable law (e.g. interoperability or information security) and even then, only if it is necessary for the use of Services and within the original purposes of the Services and subject to applicable law; 4.1.8. it shall not disable, distort, or otherwise to circumvent any billing or accounting mechanism for the Services the Customer used; 4.1.9. it shall follow the Documentation when using the Services; 4.1.10. In the event of a security incident that occurred due to the Customer's actions or omissions and resulted in a compromise of the Services' security, the Customer shall cooperate fully with Nebius in the investigation and remediation efforts, including timely reporting of the incident, provision of relevant logs, and compliance with forensic investigations. 4.1.11. it shall ensure that the Customer Data will not infringe any rights, including any privacy rights or proprietary rights, of any third parties;

5. Personal Data​

5.1. Nebius may process data which Customer provides when signing up, creating an account, and logging into the Platform, subject to the terms set in Privacy Policy available at https://docs.nebius.com/legal/privacy, as data controller according to the applicable data protection laws, in order to conclude, manage, administer, execute, and implement these Terms.

5.2. Customer is responsible for any required notices, consents, and/or authorizations related to the provision of Personal Data within the Services, and for processing of Personal Data as part of the Service provided by Nebius, as well. Customer is equally responsible for using the Services in a manner that is consistent with this Agreement. For more information on how Nebius processes Personal Data when acting as controller of Personal Data, please refer to the Privacy Policy available at https://docs.nebius.com/legal/privacy.

5.3. The Services are not intended for the storage of Personal Data of any kind. Any use of the Services for such purposes is strictly prohibited and falls outside the present Agreement. Customer shall be solely responsible for compliance with all relevant data protection laws and regulations with regard to any possible storage contrary to this provision. Nebius shall not be liable for any damages, losses, or legal consequences arising from Customer's failure to comply with this prohibition.

6. Payment and Billing​

6.1. Unless specific Service Rates are agreed by the Parties in writing in an Order Form, the applicable Service Rates for the Service are published at https://docs.tracto.ai/pricing, which forms an integral part of this Agreement. A Service Rate unit not fully used up by the Customer will remain charged as a complete one, unless terms of use of specific Services stipulate otherwise. Service Rates specified on Site do not include taxes (i.e., VAT, GST, Sales Tax), unless expressly stated otherwise.

6.2. Service Fee is calculated based on usage of the Service and in accordance with the Service Rates, unless any other payment terms are established in Order Form.

6.3. The Customer may access and use the Service unless the Customer has reached the Billing Threshold provided by Nebius. The Billing Threshold may be granted to the Customer, at Nebius's sole discretion, upon of the first Reporting Period.

6.4. Nebius will no later than five (5) business days after the end of the Reporting Period provide the Customer with an invoice based on the amount of Service ordered and used by the Customer in the Reporting Period. Statistics of usage of the Service in the Reporting Period is available in the Management Console. If Nebius suspects that the Customer account is fraudulent or at risk of non-payment or reached the Billing Threshold, Nebius may choose to bill the Customer more frequently for the accrued fee.

6.5. If Customer does not provide any written objections to the invoice within fourteen (14) calendar days following the corresponding Reporting Period, Customer waives any and all claims relating to the Statistics and the Service Fees in such Reporting Period.

6.6. The Customer shall pay the Arrears within fifteen (15) calendar days following the end of the respective Reporting Period at the latest.

6.7. Customer shall pay the Arrears as invoiced by Nebius. The Payment Method may be debited to pay the Arrears on any day after the end of the respective Reporting Period. The Customer is solely responsible for the correctness of payments. When making payments via wire transfer, the Customer shall indicate the number of the Agreement and invoice number.

6.8. Payment Authorization. Customer hereby authorizes Nebius to charge Payment Method associated with the Customer Account for all fees and charges due under this Agreement for the use of Services. Customer agrees to ensure that a valid and sufficient Payment Method remains on file at all times during the term of this Agreement. In the event of a failed transaction, Nebius may retry the charge or require the Customer to provide an alternative Payment Method. Customer acknowledges and agrees that failure to maintain an active and valid payment method may result in suspension or termination of access to the Services, in accordance with this Agreement.

If Nebius suspects that Account is fraudulent or at risk of non-payment or reached the Billing Threshold, Nebius may choose to bill the Customer more frequently for the accrued fee without waiting for the end of the respective Reporting period.

6.9. Each Party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges that are imposed upon or with respect to the transactions and payments under this Agreement. All fees payable by the Customer are exclusive of Taxes, except where applicable law requires otherwise.

6.10. Before the first deposit, Nebius will request and determine your country of residence, whether you are a natural person or a legal entity, and your tax identification number (if applicable). This information is necessary to ensure compliance with tax regulations and to apply the appropriate pricing and applicable taxes. An invoice will be issued immediately upon successful charging of Customer's bank card. The invoice will detail the deposit amount, taxes (if applicable), and the total charged amount. Taxes are applied on top of the deposited and Service Fees amount.

6.11. The Customer will be liable to pay or reimburse Nebius for any taxes, interest, penalties, or fines arising out of any misdeclaration or misinformation provided by the Customer to Nebius.

7. Suspension and Termination​

7.1. Nebius may suspend or terminate Customer's access to the Service if: 7.1.1. Nebius is required by court order, legal process, or government directive; 7.1.2. Customer fails to pay fees when due; 7.1.3. Customer uses the Service in violation of this Agreement or any applicable law, in a way that jeopardizes Nebius's legitimate interests or disrupts the provision of the Service; 7.1.4. Customer doesn't comply with AUP 7.1.5. any open-source technology that is critical for the Service is no longer available or functioning; 7.1.6. We receive from a third party any allegation, complaint, claim, inquiry, demand or any other request stating that Customer's content infringed a third-party's rights or applicable law and such allegation, complaint, claim, inquiry, demand or any other request is reasonably and documentarily proved; 7.1.7. Customer's content threatens the normal provision of Service; 7.1.8. Nebius suspects that Customer's Account could be fraudulent.

7.2. Customer may discontinue using the Services at any time; however, no refunds of prepaid fees will be provided, unless expressly stated otherwise by applicable law or in a separate agreement.

8. Disclaimer of Warranties​

8.1. Without limiting any other disclaimers or limitations of liability set forth in these Terms, service level and availability of the Services will be as set forth in the Service Level Agreement ("SLA"), which is a Linked Document and is incorporated by reference and available at: https://docs.tracto.ai/legal/service_level_agreement. All possible compensation for underperformance or non-compliance of Services will be solely determined by the compensation rules set forth in the SLA as a sole remedy and other statutory claims (e.g. damages or step-in rights) are excluded.

8.2. Without limiting any other disclaimers or limitations of liability set forth in this Agreement, Nebius is not responsible and therefore cannot be held liable by Customer for claims related to remote access to the Services, related to the quality of operation of telecom operator networks, traffic exchange policies of telecom operators, connectivity issues, or circumstances beyond Nebius control.

8.3. EXCEPT FOR THE EXPRESS WARRANTIES SPECIFIED IN THESE TERMS, THE SERVICE AND THE DOCUMENTATION ARE PROVIDED "AS IS". EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICES AND THE DOCUMENTATION; AND DISCLAIM ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED OR EXPRESS WARRANTIES: (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; (II) THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED OR FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT, DEVICE, SOFTWARE, OR OTHER MATERIALS; OR (III) THAT ANY CUSTOMER DATA WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.

9. Limitation of Liability​

9.1. No Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL NEBIUS OR ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STATUTORY OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM YOUR (OR ANYONE USING YOUR ACCOUNT'S) USE OF THE SERVICES.

9.2. Limitation on Direct Damages. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL NEBIUS'S CUMULATIVE AGGREGATE LIABILITY TO CUSTOMER EXCEED 100% OF THE FEES PAID BY CUSTOMER TO NEBIUS FOR THE SERVICE DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE OF THE CLAIM GIVING RISE TO SUCH LIABILITY.

10. Intellectual Property​

10.1. Ownership of the Service by Nebius. Ownership of, and title to, the Service and its data (other than Customer's data) is and will be held by Nebius and its licensors. Customer acknowledges that Customer's rights are non-exclusive and Nebius and others may also market, promote, sell, distribute, and otherwise commercialize the Service within the Territory and/or to Customer's end clients.

10.2. Reservations. Except as expressly provided herein, this Agreement does not and will not be construed to grant any license under any trade secret, patent, patent application, industrial design, trademark, copyright, mask work, confidential process, formula, plan, computer program, data or other valuable confidential information or know-how to either Party. Each Party will own and retain all of its right, title, and interest in and relating to its intellectual property rights and Confidential Information, both currently used and that which may be developed and used in the future.

11. Indemnification​

11.1. The Customer agrees to defend, hold harmless, and indemnify Nebius (including Nebius's affiliates, agents, subcontractors, partners, licensors, and each of their respective employees, officers, and directors) from and against any and all losses, damages, liabilities, costs, or expenses, including without limitation attorneys' fees, arising out of or relating to any third-party claims concerning: (a) any Customer Data and infringement of third-party rights by the Customer (including, but not limited to, intellectual property rights, know-how, data protection, or privacy rights); (b) the Customer's usage of the Service (including any activities under the Customer's account and use by the Customer's employees and personnel); (c) breach of this Agreement or violation of applicable law by the Customer (including by any person or entity under the Customer's account or the Customer's employees and personnel); or (d) any disputes between the Customer and the Customer's endusers. The Customer will reimburse Nebius for reasonable attorneys' fees and legal expenses.

11.2. Nebius will defend and indemnify the Customer against any third-party claim alleging that the Service infringes or misappropriates such third party's intellectual property rights in the USA or the EU.

11.3. The obligations in this section apply only if the indemnified party: (a) gives the indemnifying party prompt written notice of the claim; (b) permits the indemnifying party to control the defense and settlement of the claim; and (c) reasonably cooperates with the indemnifying party in the defense and settlement of the claim. In no event may the indemnified party agree to any settlement of any claim without the written consent of the indemnifying party.

11.4. The obligation under this section will not apply to the extent the underlying allegation arises from (in whole or in part): (a) the Customer's breach of this Agreement or violation of applicable law; (b) modifications to Nebius technology or the Services by anyone other than Nebius; (c) operation or use of the Services in combination with any third party hardware or software not authorized by Nebius; (d) use of the Services for any reason other than the intended purpose; (e) liability caused by Customer's services, products, materials or data; (f) any negligent acts or omissions of the Customer or a third party.

12. Confidentiality​

12.1. 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, or research findings. The Parties (in such capacity, the "Receiving Party") undertake to maintain the confidentiality of the Confidential Information and not to disclose or transfer to any third parties' Confidential Information obtained from or made available by each other (in such capacity, the "Disclosing Party") during or before the term of this Agreement, except as specified in the Agreement, stipulated by applicable law or agreed by the Parties in writing, and not to use any Confidential Information for purposes contrary to purposes of the Agreement.

12.2. Receiving Party shall in no event use a lower degree of care in safeguarding the disclosing Party´s Confidential information than it uses for its own information of like sensitivity and importance and upon discovery of any unauthorized disclosure of Confidential information in its possession the receiving party shall use its best endeavors to prevent any further disclosure or unauthorized use thereof.

12.3. Confidentiality obligations do not apply to any information in the public domain at the time of disclosure or later becomes part of the public domain through no fault of the receiving Party.

12.4. If Confidential information is disclosed in breach of this section, Party at fault undertakes to indemnify for losses caused by such disclosure, if the affected Party requests so. Receiving Party agrees that, due to the unique nature of the Confidential Information, the unauthorized disclosure or use of the Confidential Information may cause injury to Disclosing Party, the extent of which will be difficult to ascertain and for which there may be no adequate remedy at law. Accordingly, Receiving Party agrees that Disclosing Party, in addition to any other available remedies, may have the right to seek an immediate injunction and other equitable relief enjoining any breach or threatened breach of this Agreement as ordered by the court. Receiving Party shall notify Disclosing Party immediately if Receiving Party has reason to believe that any person who has had access to the Confidential Information (including Receiving Party or any of its representatives) has violated or intends to violate the terms of this Agreement or otherwise disclose any Confidential Information in violation of the terms hereof. Any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy.

12.5. The obligations set forth in this section shall bind the Parties for a period of three (3) years from the date of disclosure of Confidential information and such obligations shall survive the termination or earlier expiration of this Agreement. Upon expiration of this term, Receiving Party shall, upon Disclosing Party's written request, promptly deliver to Disclosing Party all Confidential Information, and, at Disclosing Party's sole election, return or destroy all copies, reproductions, summaries, analyses or extracts thereof or based thereon in Receiving Party's possession.

12.6. The following information provided by the Parties is not deemed of being the breach of confidentiality: 12.6.1. information that is required by applicable law or regulatory, legal or administrative process, or any other order or mandate of a court or other governmental authority, to be disclosed by the receiving party but, only to the minimum extent required and for the purpose of such order, and provided that the receiving party first notifies disclosing party of the order (if not prohibited by applicable law) and, upon the request of the disclosing Party, receiving party shall use commercially reasonable efforts to assist the disclosing party, at the disclosing Party's sole expense, in seeking an appropriate protective order; 12.6.2. information legally required to be provided to auditors or external consultants subject to such persons undertaking to protect the confidentiality of information transferred under terms that ensure equal or higher level of protection as compared to the terms of the Agreement; 12.6.3. 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 undertakes to protect the confidentiality of information transferred under terms that ensure equal or higher level of protection as compared to the terms of the Agreement; 12.6.4. information provided to third parties involved to provide all or some Services, if such parties undertake to protect the confidentiality of information transferred under terms that ensure equal or higher level of protection as compared to the terms of the Agreement.

12.7. Any references to Nebius shall only be published and the fact and/or details of cooperation relating to this Agreement shall only be communicated to third parties or the public with the prior written consent of Nebius, except where applicable law obligates to provide the relevant information.

13. Force Majeure​

Neither Party will be liable for any failure or delay in the performance of obligations under this Agreement where that failure or delay arises out of causes beyond that Party's reasonable control, including acts of God; natural and industrial disasters; epidemic or pandemic; acts of terrorism; hostilities; civil unrest; governmental acts prohibiting or restricting activities of Parties under Agreement; fire, flood, earthquake or other natural disaster, warfare, interruption or failure in telecommunications networks and facilities (including the internet or either party or their supply chains) or a utility service (including electricity); mandatory compliance with any law or other circumstances beyond the reasonable control of the Parties irrespective of their similarity to or difference from those mentioned above; and/or other circumstances that Parties could neither foresee nor prevent, which make it impossible to properly discharge the obligations of Parties. If force majeure or its consequences last for one (1) month or more, either Party may unilaterally terminate this Agreement for convenience.

14. Governing Law and Dispute Resolution​

This Agreement and any dispute or claim arising out of or relating to the Services shall be governed by the laws of the Netherlands, without regard to its conflict-of-laws principles. All disputes arising out of or in connection with this Agreement shall be solely submitted to the courts of Amsterdam.

15. Changes to this Agreement and Linked Documents​

Nebius reserves the right to update or modify this Agreement, Service Rates and any of Linked Documents at Nebius's sole discretion. Nebius may update or modify this Agreement at any time in Nebius's sole discretion. Nebius will provide notice of any material changes by posting the revised version on Nebius's website and/or sending an email notification. Any such modifications become effective immediately upon posting, unless otherwise stated. If the Customer does not agree with the modified Agreement, the Customer's sole remedy is to discontinue use of the Services. The Customer's continued use of the Services following any modification constitutes the Customer's binding acceptance of such changes.

16. Publicity​

The Customer hereby authorizes Nebius to use the Customer's name, logo, trademark, trade name, and/or the name of the Customer's software product or website ("Customer Brand Features") solely for informational, advertising, and marketing purposes. Such use may include, without limitation, inclusion in customer lists, promotional materials, presentations, case studies, and on Nebius's website. No additional consent shall be required from the Customer.

17. Anticorruption​

The Parties adhere to the applicable anticorruption laws. The Parties hereby acknowledge and confirm that they have adopted a policy of zero tolerance to bribery and corruption, involving a total ban on any corrupt practices and on any facilitation payments. The Parties, their affiliates, employees, as well as intermediaries and representatives directly or indirectly involved in performance of the Parties' obligations (including agents, commission agents, customs brokers and other third parties), shall not accept, pay, offer to pay, allow or authorize the payment/acceptance of any funds or transfer of any benefits (including intangible benefits), directly or indirectly, to/from any persons for the purpose of influencing any actions or decisions with the intention of obtaining any improper advantage, including bypassing any legally prescribed procedure or pursuing other illegal purposes. This clause constitutes the Parties' representations. Either Party may unilaterally withdraw from the Agreement if the other violates the obligations stipulated by this clause. If a Party suspects that any provisions of this clause have been or might be violated, the Party concerned undertakes to immediately notify the other of its suspicions in writing.

18. Trade Compliance​

The Customer agrees to comply with all applicable export, import, trade, and economic sanctions laws and regulations, including but not limited to, BIS's Export Administration Regulations and OFAC's sanctions regulations (collectively, "Trade Laws"). The Customer acknowledges that (a) certain information, products, or technologies may require a license or other governmental approval for export or reexport under applicable Trade Laws, and (b) it will notify Nebius in advance of assigning any project, technology, or information that may require authorization or special handling under applicable Trade Laws. Upon written request, both parties agree to provide reasonable assistance to support full compliance with applicable Trade Laws. For clarity, Nebius does not pre-screen Customer Data for adherence to export control regulations and will materially rely on Customer's notification regarding control status of Customer Data to ensure compliance with applicable Trade Laws.

Neither the Customer nor any other person acting for or on Customer's behalf or Customer's Ultimate Beneficial Owners (UBOs), are incorporated, registered, located and/or resides in Russia and/or Belarus. The Customer declares that they will not use or integrate the Services in any Customer's activities related to Russia and/or Belarus. The Customer shall immediately notify Nebius in writing of any breach of the foregoing representation or any change in ownership or other material change in fact that makes the foregoing representation no longer accurate.

Nebius reserves the right to terminate the Agreement immediately if it reasonably determines that the Customer is in breach of this provision. Nebius will not be liable for any losses incurred by the Customer due to such termination.

By proceeding to use or access the Service, the Customer confirms that the Customer has read, understood, and agrees to be legally bound by these Terms of Service.

20. Miscellaneous​

20.1. No agency. This Agreement does not create any agency, partnership relations, joint activity relations, employment, or any other relations between the Customer and Nebius that are not expressly stipulated in the Agreement.

20.2. Severability. If any term (or part of term) of this Agreement and/or any document referred to in the Agreement is invalid, void, illegal, and unenforceable, the rest of the Agreement and any document referred to in the Agreement will remain in effect.

20.3. No waiver. Neither Party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement and/or any document referred to in the Agreement.

20.4. Assignment. The Agreement provides no assignment of any rights or any license for any parts of the Platform and the Services, unless otherwise expressly stipulated in the Agreement and the documents referred to in the Agreement. The Customer may not assign any part of this Agreement, or the documents referred to in the Agreement without prior written consent of Nebius. Nebius reserves the right to assign, transfer, or delegate any of its rights, duties, or obligations under this Agreement to another company or entity, provided that Nebius notifies the Customer of such assignment in writing at least ten (10) calendar days in advance. The Customer acknowledges and agrees that such assignment shall not relieve Nebius of its obligations under this Agreement, and the assigned entity shall assume all rights, duties, and obligations of Nebius herein.

20.5. Notices. Nebius may send any notices, messages, and documents necessary for providing the Service to the Customer via e-mail or by posting such notices, messages, and documents on the Website or in Console. Notices provided by Nebius through posting on the Website shall be effective upon posting, and notices delivered via e-mail shall be effective at the time Nebius sends the e-mail. It is the Customer's responsibility to maintain a current e-mail address associated with their account. The Customer will be deemed to have received any e-mail sent to the e-mail address linked to the Account when Nebius sends the email. The Customer may deliver messages and notices to Nebius through the e-mail address specified on the Site or via feedback forms available on the Site or within the Console. All legal notices must be in writing and executed by an authorized representative of the Customer. The Parties agree that the exchange of documents, including letters, notifications, notices, and other communications transmitted by any method specified above, will have evidentiary significance and full legal force.

21. LINKED DOCUMENTS​

Linked Documents are an integral part of this Agreement by reference and accepted together with this Agreement, namely: