Moscow, 2018 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.
For the purposes of this Contract Offer, as used herein, the following terms shall have the following meanings:
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 http://www.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 http://www.hyper-script.ru/oferta.
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.
4.1. 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.
5.1. 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.
6.1. 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).
7.1. 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).
8.1 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.
9.1. 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.
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
INN: 7726722376 / KPP: 772601001
CEO Maksim Valentinovich Nemchenko