Offer agreement for the provision of services and the use of NaPriem.com service


Individual Entrepreneur Pavel Romanovich Samoilenko, acting on the basis of Certificate series 78 № 009040466 (PSRNSP: 313784722000144), hereinafter referred to as «Contractor» on one hand, and

an individual person or a legal entity, hereinafter referred to as «Client» on the other hand, collectively referred to as «Parties», have concluded this Agreement as follows:

1. TERMS AND DEFINITIONS

1.1. Offer — Contractor’s public proposal addressed to any person to conclude an agreement with them on the provision of utilities and the use of the Service (hereinafter referred to as the Agreement) on set conditions contained in the Agreement.

1.2. Accept — full and unconditional acceptance of the terms of the Agreement by a Client.

1.3. Service — a website hosted on the Internet at address "napriem.com" (mirror - "timeplan.me").

1.4. Client — an individual person or a legal entity that has accepted the terms of this Agreement and/or is using the Service.

1.5. Consumer — an individual, a user of Client's utilities as a part of the service.

1.6. Utility — a subscription to additional functionality of the Service for a specified period of time in accordance with the Price list and the terms of this Agreement.

1.7. Price list — an active systematized list of Contractor's Services with prices published on the Internet at: https://timeplan.me/about/prices.

1.8. Authentication data — Client's unique phone number or identifier (login) and password used to access the Service. As login, the email address is used that was specified by the Client when registering in the Service.

1.9. Authorization — the process of analysis on Contractor’s server of Authentication data entered by a Client, which is used to determine if a Client has the right to receive a Utility.

1.10. Credentials — Client's phone number, name, email address.

2. SUBJECT OF THE AGREEMENT

2.1. Contractor undertakes to provide the client non-exclusive rights to use the Service, as well as additional utilities related to the specified Service, within the conditions of this Agreement.

2.2. The Client has the right to use the Service throughout the territory of the Russian Federation and beyond.

2.3. Exclusive Service rights belong to the Contractor.

3. GENERAL CONDITIONS

3.1. Current Terms in accordance with page 435, 437 of the Civil Code of the Russian Federation are Contractor's public offer to individuals and legal entities containing the essential terms of the Agreement for the provision of Utilities and the use of the Service.

3.2. A complete and unconditional acceptance of this offer is any action to fulfill the conditions specified in this offer, including payment for the Utilities, registration as a Client on Service’s website, as well as other actions confirming the person’s intention to use the Service and/or the Utilities.

3.3. From the moment of acceptance, the Client is considered to have read and agreed to this offer and in accordance with the Civil Code of the Russian Federation is considered to have entered into a contractual relationship with the Contractor in accordance with these Terms.

3.4. The Contractor’s obligations are limited by the terms of this offer, in particular, the Contractor’s obligations do not include the provision of services to the Client to provide access to the Internet. The Client provides access to the Internet at his own expense. The Contractor does not provide the abilities to receive and transmit electronic messages by the Client at the Contractor's office; settings and/or diagnostics of computer equipment and software, training of the Client and/or the Client’s employees in working with software and hardware.

3.5. Services are provided on the terms and conditions specified in this document, which is freely available on the Internet at https://napriem.com/About/Offer

3.6. The Contractor has the right to amend or supplement these Terms at any time with or without notice to the Client. The active edition is always on the Contractor's website at https://napriem.com/About/Offer.

4. COST OF SERVICES AND PAYMENT PROCEDURE

4.1. The cost of the Utilities is the cost of developing the Software Complex (the website) distributed to the Clients proportionally in accordance with the Price List.

4.2. The Contractor has the right at any time to unilaterally change the content of the Price list.

4.3. Utilities are paid by the Client on a prepayment basis, and the method for prepaying the Services is determined by the Client's choice from among the options offered on the website of the Service.

4.4. If the Client is a legal entity, he can pay by bank transfer to the account of the Contractor. The Contractor has the right to establish the minimum amount of Utilities paid by this method.

4.5. The date of provision of the Utilities by the Contractor is the date of subscription (or extension of a subscription) for a certain period of time for additional functionality of the Service.

5. PROCEDURE FOR PROVISION OF SERVICES

5.1. The Contractor provides the Client with the right to access the Service for the duration of the Agreement that is not exclusive, not subject to transfer or exporting in any form, having a limited duration of access to the Service exclusively for the client’s business operations, provided that such do not include renting the Service.

5.2. The Client’s access to the Service is carried out on the Internet by entering the Authentication data by the Client on the Service’s website.

5.3. The provision of additional Utilities is carried out after depositing funds to the account of the Contractor.

5.4. Upon the expiration of the period that the additional functionality of the Service was enabled, the Contractor disables the additional functionality of the Service.

5.5. The reporting period for the provision of Utilities is set in the Price List.

6. TERMS OF USE OF THE SERVICE

6.1. Registration in the Service is carried out by the Client independently by specifying their Credentials and passing through the registration procedure. The elements that identify the Customer in the Service are a phone number or email address and password specified during registration (credentials).

6.2. Restoring access to the service when changing (losing) credentials is possible by contacting technical support and conducting operations to identify the applicant.

6.3. The Client is fully responsible for actions and/or inaction that led to the disclosure, loss, theft, etc. of his credentials and other information that individualizes the Client, as well as for any actions and/or inaction of third parties using Client’s credentials. The Contractor is not responsible for the above actions of the Client and/or third parties using his credentials.

6.4. When using the Service, any actions aimed at obtaining unauthorized access to the resources of the Contractor’s server, personal credentials and other data of other clients are prohibited.

6.5. When using the Service, the Client is prohibited from mass mailing of messages of a commercial, advertising or other nature that are not agreed upon (not requested) by a recipient. Each Consumer has the ability to unsubscribe from certain notifications in their account settings.

6.6. It is forbidden to send «spam» through resources that do not belong to the Contractor, in the case if the message contains coordinates (website address, email, etc.) supported by the Contractor.

6.7. The use of the service must be carried out by the Client only for lawful purposes and by legal means in accordance with the legislation of the Russian Federation and international standards.

6.7.1. The content of the information nodes created and maintained by the Client is the responsibility of the Client. The Contractor does not carry out preliminary control over the content of the information posted and/or distributed by the Client, however, when posting and distributing such information is contrary to the law, the Contractor has the right to block or delete these resources without a warning (in case of serious violations).

6.7.2. It is forbidden to post and disseminate photo and video materials of pornographic, vulgar, violent nature, as well as any materials that violate copyright or legislation, in particular, calls for violence, the overthrow of the existing government, discrimination on the basis of sex, race, religion, nationality, etc.

6.7.3. It is forbidden to post and to distribute any information that can be used to hack into computer systems or contains computer viruses or other components that are equal to that.

6.7.4. The Client agrees not to damage the software shell, hardware and host machines that belong to the Contractor and other third parties.

6.7.5. The Client agrees to comply with the copyright laws of the software and documentation provided by the Contractor and/or third parties.

7. RIGHTS AND OBLIGATIONS OF THE CONTRACTOR

7.1. The Contractor undertakes to:

7.1.1. Ensure the operation of the Service, in accordance with current Terms and conditions, 24 hours a day, 7 days a week, including weekends and holidays (the service should be available no less than 95% of the time per month), except for events defined in this Agreement.

7.1.2. Make efforts to ensure the safety of Client's data.

7.1.3. Keep records of Client's payments for Utilities.

7.1.4. Maintain confidentiality of Client's credentials and information. The Contractor has access to Client information for purposes of technical support of the Service, has the right to access such information in cases of claims from third parties regarding illegal and/or malicious and other Client's actions that harm the Contractor and/or third parties. The Contractor has the right to report the above-mentioned data only to the competent state authorities in cases stipulated by the legislation of the Russian Federation. Creating a backup of Client's data in order to prevent a loss of information is not a violation of confidentiality of Client's information.

7.2. The Contractor has the right to:

7.2.1. Suspend the Service to carry out the necessary scheduled maintenance and рrepair work on Contractor's technical resources, as well as unscheduled work in emergency situations.

7.2.2. Interrupt the operation of the Service, if, in particular, it is caused by the inability to use the information-transporting channels that are not Contractor's own resources, or due to action and/or inaction of third parties, if this directly affects the operation of the Service, including a case of an emergency. The Contractor does not bear any responsibility to the Client and does not compensate to the Client for any losses and/or lost profits, including those incurred by the Client and/or third parties due to disclosure, loss of credentials by the Client or theft of Client’s credentials, as well as arisen or potentially possible (due to delays) interruptions in operation and inability to fully utilize the resources and Contractor's Utilities arising due to reasons mentioned above.

7.2.3. Make changes and additions to this Agreement and the Price list by publishing all changes and additions on the website of the Service.

7.2.5. The Contractor has the right to update the content, functionality and user interface of the Service at any time in its sole discretion.

7.2.6. After 3 (three) calendar months from the date of termination or expiry of the Agreement, the Contractor has the right to delete all customer data from the Service without a possibility of recovery and is released from any obligations related to Client Data. And the leftover cash balance in the Client's account is not refundable.

7.2.7. The Contractor has the right to refer to the Client as a user of the Service and/or Utilities, in any form and on any medium (including the Service website and any other websites and/or in the Contractor’s advertising materials).

8. RESPONSIBILITIES OF THE PARTIES

8.1. For all matters not covered by this offer, as well as when resolving disputes arising in the course of its execution, the Parties are guided by the current legislation of the Russian Federation.

8.2. The Client holds responsibility for all personal actions and/or inaction, whether intentional or unintentional, as well as for any actions and/or inaction of persons using his credentials related to publishing and/or distributing information on the Internet, obtained through the use of Contractor’s resources access to the resources of third parties that entailed and/or may result in a violation of any legislation of the Russian Federation, the European Union or the USA, as well as for any damage to the Contractor, to third parties and to moral principles of society, caused by the above actions and/or inaction. The Contractor does not hold responsibility for such actions and/or inaction of the Client or persons using his credentials, as well as the consequences of such actions and / or inaction.

8.3. The Client holds responsibility for any illegal actions and/or inaction of the Client and/or persons using his credentials that caused any harm to the Contractor, including loss of business reputation, and compensates the Contractor for losses.

8.4. The Contractor is liable to the Client only within the limits of the paid, but not the provided Utilities. The Contractor does not bear financial responsibility to the Client and does not return the funds to the Client that were paid under this agreement if the Services were not rendered due to Client's fault, in particular, due to a violation of Terms and conditions.

8.5. In the event that the proper fulfillment by the parties of these Terms and conditions is impossible due to objective reasons that the Parties could neither have foreseen nor prevented (natural disasters, changes in the current legislation of the Russian Federation, actions of state authorities and administration, military operations of all kinds, etc.), neither party has the right to demand from the other party a compensation for the losses caused by an improper execution or a failure to execute this agreement (including lost profits).

9. TERMINATION OF THE AGREEMENT

9.1. The contract may be terminated:

9.1.1. By the Client at any time with prior notice to the Contractor at least 10 (ten) business days before the termination;

9.1.2. By the Contractor at any time with prior notice to the Client at least 10 (ten) business days before the termination;

9.1.3. By mutual agreement of the Parties at any time;

9.1.4. By the initiative of any of the Parties in case the other party violates the terms and conditions of the Agreement, with a written notification to the other Party at least 10 (ten) business days before the termination of the Agreement.

10. OTHER CONDITIONS

10.1. The Contractor has the right, if necessary, to involve third parties that have the appropriate licenses to provide the Utilities and to ensure the operation of the Service.

10.2. The titles and the numbering of the sections in this offer are provided for ease of reading and do not matter when interpreting these Terms and conditions.

10.3. If any section of these Terms and conditions is subject to literal fulfillment, then it shall be interpreted in accordance with the current legislation of the Russian Federation, taking into account the initial interests of the Parties, while the remaining parts of the Terms and conditions continues to be fully implemented.

10.4. If the Client’s action was the basis for submission of a claim towards the Contractor, lawsuits by third parties and/or fines for payment of the penalties by the state authorities due to a violation of the rights of third parties and/or the legislation, the Client undertakes to immediately provide the Contractor all requested information regarding the placement and the content of the materials used in the Service, to assist the Contractor in the settlement of such claims and lawsuits, as well as compensate for all Contractor's losses caused as a result of submitting such claims, lawsuits, fines.

10.5. All arising disputes are resolved in the arbitration court at the location of the Contractor.