Contract Offer
Moscow, 2023 г.
OOO SMP represented by M.V. Nemchenko, CEO, acting on the basis of its Articles
of Incorporation, and hereinafter referred to as “the CONTRACTOR”, of the one part,
publishes these Terms and Conditions, which constitute a public offer for the
provision of Services and/or access to an Internet Service (website) and other
related services.
1. Definitions
For the purposes of this Contract Offer, as used herein, the following
terms shall have the following meanings:
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Service — shall mean one of the websites, either hyper-script.ru
or *.hyper-script.ru, where * is any name.
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Customer — shall mean an individual and/or a legal entity, who/which
has accepted the terms of this offer and/or uses the Service.
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Price List — shall mean a current systematized price list for Features
offered by the Contractor, which is published on the Internet
at https://hyper-script.com/billing.
-
Feature — shall mean additional functionality of the Service,
which is enabled for a certain period of time as per the Price List
and on the terms of this offer.
-
Authentication Credentials — shall mean a unique username and a
unique password, which are used by the Customer to access any Feature.
The username shall be the email address the Customer indicated when
registering with the Service.
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Authorization — shall mean the process of analyzing Authentication
Credentials entered by the Customer on the Contractor’s server, which
is aimed at determining whether the Customer has the authority to use any Feature.
-
User Credentials — shall mean the Customer’s email address,
password and last and first names.
2. General
2.1. Under Articles 435 and 437 of the Civil Code of the Russian Federation,
these Terms and Conditions constitute the Contractor’s public offer addressed
to individuals and legal entities, which sets forth the key terms of a contract
for the provision of Features and use of the Service.
2.2. Any act performed in compliance with the terms of this offer, including
payment for any Feature, registration as a Customer with the Service website or
other acts confirming the person’s intent to use the Service and/or Features,
shall be deemed full and unconditional acceptance of this offer.
2.3. Once the Customer has accepted this offer, the Customer shall be deemed
to have studied and have agreed to this offer and, under the Civil Code of
the Russian Federation, shall be deemed to have entered into a contractual
relationship with the Contractor in accordance with these Terms and Conditions.
2.4. The Contractor’s obligations shall be limited to the terms of this offer,
in particular, the Contractor shall be under no obligation to provide the
Customer with such a service as Internet access. The Customer shall obtain
and maintain Internet access at his, her or its own cost and expense.
The Contractor shall arrange neither for message exchange for the Customer
at the Contractor’s office; nor for setting up and/or diagnosing, or training
the Customer and/or the Customer’s employees to use, any computer hardware or
software.
2.5. Services shall be rendered on the terms laid down in this Contract Offer
which is published and freely available at https://hyper-script.ru/oferta.
2.6. The Contractor shall have the right to amend these Terms and Conditions
at any time, with or without notice to Customers. Their latest version is
always available on the Contractor’s website at https://hyper-script.ru/oferta.
3. Cost of Services and Payment Terms
3.1. The cost of Features shall be determined in accordance with the Price List.
3.2. The Contractor shall be entitled to unilaterally change the Price List at any time.
3.3. The Customer shall pay for Features in advance, while a method for making
an advance payment for such Features shall be chosen by the Customer himself,
herself or itself from the options offered by the Service website.
3.4. The date of provision of Features by the Contractor shall be the date
of activation (extension) of additional functionality of the Service for a
certain period of time.
4. Service Provision
4.1. The Contractor shall grant the Customer for the term of the contract a non-exclusive
right of access to the Service, which cannot be transferred or alienated in any form
and which shall be valid for a limited period of time, solely for the customer’s
business operations, provided that such operations do not include the lease of
the Service.
4.2. The Customer shall access the Service via the Internet by entering his,
her or its Authentication Credentials using the Service address.
4.3. The service shall be rendered after the funds have been credited to the
Contractor’s account.
4.4. After the expiration of the term for which the additional functionality
of the Service was enabled, the Contractor shall disable the additional
functionality of the Service.
4.5. A reporting period for the provision of Features shall be established in the Price List.
4.6. Services shall be delivered and accepted as follows:
4.6.1. The Contractor shall, within five business days from the date of
provision of Features (activation of additional functionality of the Service
for a certain period of time as per the price list and on the terms of
this offer), draw up a unilateral Certificate of Services Rendered based
on the cost of the services rendered.
4.6.2. The services shall be deemed to have been properly rendered by
the Contractor and accepted by the Customer in the scope specified
in the Certificate where the Contractor has not received reasoned
written objections from the Customer within five business days from
the date of issuance of the Certificate.
After the expiration of the above time-limit (five business days),
the Customer’s claims as to any defects in the Features, including
those relating to their quantity (scope), cost or quality, shall be rejected.
4.7. Any expenses, including a bank fee, for the transfer of funds
by the Customer hereunder shall be borne by the latter.
5. Service Use Policy
5.1. The Customer shall himself, herself or itself register with the Service
by indicating his, her or its User Credentials. The email address and
password, which were indicated by the Customer during registration
(user credentials), shall be elements identifying the Customer within
the Service.
5.2. The email address and password, which are used by the Customer
to access the Service, shall not be restored by the Contractor.
The password shall be restored by the Customer himself, herself or itself.
5.3. The Customer shall be solely responsible for his, her or its own
actions and/or inaction, which have led to the disclosure, loss, theft, etc. of
his, her or its user credentials or other identifying information, as well as for
those of third parties who/which use the Customer’s user credentials. The Contractor
shall not be responsible for the above actions of the Customer and/or third parties
who/which use the Customer’s user credentials.
5.4. It shall be prohibited to perform any actions aimed at obtaining unauthorized access
to the resources of the Contractor’s server, personal credentials or other data of
other customers or any other information available via the Internet when using the Service.
5.5. The Customer shall be prohibited from sending unsolicited mass commercial, advertising
or other electronic messages to email addresses or teleconference groups via the
Contractor’s technical resources (“spam”) when using the Service. Information distributed
with the recipient’s consent and an unsubscribe function shall not be considered “spam”.
Electronic messages refer to messages sent via email, ICQ and other similar means of
personal information exchange.
5.6. It shall be prohibited to send “spam” through resources owned by any person other
than the Contractor if the message gives any details (website or email address, etc.)
maintained by the Contractor.
5.7.1. The Customer shall only use the Service for legitimate purposes and in lawful
ways in accordance with Russian, EU and U.S. laws.
5.7.2. Responsibility for the content of data nodes created and maintained by the
Customer shall lie directly with the Customer alone. The Contractor shall not
exercise prior censorship over the content of information posted and/or
disseminated by the Customer; however, where the posting or dissemination of
such information is contrary to the law, the Contractor shall have the right
to block or delete the respective resources without prior notice (in case of a
serious breach).
5.7.3. It shall be prohibited to post or distribute pornographic,
vulgar or violent photo and video materials, as well as any infringing materials,
in particular, calls to violence, the overthrow of an existing government,
discrimination on the grounds of gender, race, religion, ethnic origin, etc.
5.7.4. It shall be prohibited to post or distribute any information or software,
which can only be used to hack a computer system or which contains computer
viruses or other malware components.
5.7.5. It shall be prohibited to post so-called “doorways” or other types of
search engine spam.
5.7.6. The Customer shall not cause any damage to any software shell, hardware or
software or node machines of the Contractor or any third party.
5.7.7. The Customer shall observe copyrights in any software and documentation,
which are provided by the Contractor and/or any third parties.
6. Rights and Obligations of the Contractor
6.1. The Contractor shall:
6.1.1. Ensure the operation of the Service 24 hours a day, 7 days a week, including
weekends and holidays (the Service must be available at least 90% of the time
per month), in accordance with these Terms and Conditions, except for cases provided
for herein.
6.1.2. Keep a record of the Customer’s payments for Features.
6.1.3. Keep the Customer’s user credentials confidential. The Contractor shall
have access to the Customer’s information for the purpose of maintenance of the
Service and shall also be entitled to access such information in case of any
third-party claims relating to the Customer’s unlawful and/or harmful or other
actions which cause any damage to the Contractor and/or such a third party.
The Contractor shall have the right to communicate the above information only to
competent state authorities where required to do so by applicable Russian law.
The backup of the Customer’s information, which is aimed at preventing any loss
of such information, shall not constitute a breach of the confidentiality
of the Customer’s information.
6.2. The Contractor shall be entitled to:
6.2.1. Suspend the Service for necessary scheduled maintenance and repair operations
on the Contractor’s technical resources or unscheduled operations in emergency
situations.
6.2.2. Interrupt the Service, in particular, due to the inability to use information
transport channels that are not owned by the Contractor or due to the actions
and/or inaction of any third party, which directly affect the operation of the
Service, including in the event of an emergency. The Contractor shall not be
liable to the Customer and shall not reimburse the Customer for any losses and/or
lost profits, including those suffered by the Customer and/or any third party
due to the disclosure, loss or theft of the Customer’s user credentials and those
that have been or may be incurred by the Customer due to any delay, service
interruption or the inability to fully use the Contractor’s resources or Features
for the above reasons.
6.2.3. Amend these Terms and Conditions and the Price List by publishing such
amendments on the Service website.
6.2.5. The Contractor shall have the right to update the content, functionality
and user interface of the Service at any time at its sole discretion.
6.2.6. After the expiry of one (1) calendar month from the date of cancellation
or termination of the Contract, the Contractor shall have the right to permanently
delete all customer data from the Service and shall be discharged from any
obligations relating to the Customer’s Data.
6.2.7. The Contractor shall have the right to refer to the Customer as a user
of the Service and/or Features in any form and on any medium (including on the
Service website or any other websites and/or in the Contractor’s
promotional materials).
7. Liability of the Parties
7.1. When resolving any issues not covered by this offer or any disputes arising in
the course of its execution, the Parties shall be guided by applicable Russian law.
7.2. The Customer shall be liable for any of his, her or its own actions and/or
inaction, whether intentional or unintentional, as well as for those of any persons
who/which use the Customer’s user credentials, which are associated with the posting
and/or dissemination of information on the Internet or gaining access to any
third-party resources through the Contractor’s ones and which have resulted and/or
may result in a violation of any Russian, EU or U.S. laws, as well as for any damage
caused by the above actions and/or inaction to the Contractor, any third party or
society’s moral foundations. The Contractor shall not be liable for such actions
and/or inaction of the Customer or persons who/which use the Customer’s user
credentials or for the consequences of such actions and/or inaction.
7.3. The Customer shall be liable for any unlawful actions and/or inaction of the
Customer and/or persons who/which use the Customer’s user credentials, which result
in any damage to the Contractor, including the loss of business reputation, and
shall compensate the Contractor for resulting damages.
7.4. The Contractor shall only be liable to the Customer within the scope of
Features that have been paid for but have not been provided. The Contractor
shall not be liable, and shall not return any funds paid hereunder, to the
Customer where any Features have not been provided through the Customer’s
fault, in particular, due to a violation of these Terms and Conditions.
7.5. In the event that the proper performance by the parties of these Terms and
Conditions is impossible for objective reasons that the Parties could neither
foresee nor prevent (natural disasters, changes in applicable Russian legislation,
the actions of state authorities or the government, military actions of all
kinds, etc.), neither party shall be entitled to claim from the other party
compensation for damages caused by improper performance or non-performance of
this contract (including lost profits).
8. Termination of the Contract
8.1 The Contract may be terminated:
8.1.1 By the Customer at any time by way of giving at least ten (10) business
days’ prior notice to the Contractor; or
8.1.2 By the Contractor at any time by way of giving at least ten (10)
business days’ prior notice to the Customer; or
8.1.3 By agreement of the Parties at any time; or
8.1.4 At either Party’s initiative in the event of a breach by the other Party
of any of the terms and conditions of the Contract by way of giving at least
ten (10) business days’ prior notice to the other Party.
9. Miscellaneous
9.1. The Contractor shall have the right to engage duly licensed third parties
to provide Features and ensure the operation of the Service, if necessary.
9.2. The headings and numbers of the Clauses of this offer are for convenience
only and shall not affect the interpretation of these Terms and Conditions.
9.3. In the event that any Clause of these Terms and Conditions is not strictly
enforceable, it shall be construed in accordance with applicable Russian law
in view of the initial interests of the Parties, while other Terms and
Conditions remain in full force and effect.
9.4. In the event that any action of the Customer gives rise to any third-party
claims against the Contractor and/or a state authority’s order to pay a fine
in connection with the infringement of any third-party rights and/or law,
the Customer shall, upon the Contractor’s request, promptly provide any
requested information regarding the posting and content of materials used
by the Service, shall assist the Contractor in settling such claims and
shall compensate the Contractor for all damages suffered by the latter as a
result of such claims or orders.
9.5. All disputes arising between the Parties shall be resolved by the
Moscow Commercial Court.
Contractor
OOO SMP
Legal address: 10 Nagorniy proyezd, korp. 2, str. 2, Moscow 117105
Location address: 10 Nagorniy proyezd, korp. 2, str. 2, Moscow 117105
Settlement account no.40702.810.2.00002455397 at AO Raiffeisenbank, Moscow
Correspondent account no. 30101810200000000700
BIK: 044525700
INN: 7726722376 / KPP: 772601001
CEO Maksim Valentinovich Nemchenko
