Terms of Service
This is an English translation of the Russian-language Offer published at https://leadplan.ru/terms, provided for information only. In the event of any discrepancy between the Russian and English versions, the Russian version shall prevail.
Offer to Enter into a License Agreement
Date of publication: September 2, 2025.
This document is a public offer within the meaning of Article 437 of the Civil Code of the Russian Federation, i.e. an official proposal by Pismo LLC (hereinafter, the “Licensor”) to enter into a license agreement (hereinafter, the “License Agreement” or the “Agreement”) with any interested person meeting the requirements set out in the Agreement (hereinafter, the “User”), on the terms set out in the Agreement.
The Offer contains all material terms of the License Agreement and is published on the Licensor’s website: https://leadplan.ru/terms.
In accordance with Clause 3 of Article 438 of the Civil Code of the Russian Federation, registration of the User on the Website at https://leadplan.ru/ constitutes acceptance of this Offer.
By accepting the Offer, the User confirms their full and unconditional agreement, without any exceptions or limitations, with the Personal Data Processing Policy and undertakes to comply with it.
Upon completion of the above actions, the License Agreement shall be deemed concluded.
Offer to Enter into a License Agreement
Date of publication: September 2, 2025.
This document is a public offer within the meaning of Article 437 of the Civil Code of the Russian Federation, i.e. an official proposal by Pismo LLC (hereinafter, the “Licensor”) to enter into a license agreement (hereinafter, the “License Agreement” or the “Agreement”) with any interested person meeting the requirements set out in the Agreement (hereinafter, the “User”), on the terms set out in the Agreement.
The Offer contains all material terms of the License Agreement and is published on the Licensor’s website: https://leadplan.ru/terms.
In accordance with Clause 3 of Article 438 of the Civil Code of the Russian Federation, registration of the User on the Website at https://leadplan.ru/ constitutes acceptance of this Offer.
By accepting the Offer, the User confirms their full and unconditional agreement, without any exceptions or limitations, with the Personal Data Processing Policy and undertakes to comply with it.
Upon completion of the above actions, the License Agreement shall be deemed concluded.
License Agreement
1. Terms and Definitions
User means a person (a legal entity, an individual entrepreneur, or an individual engaged in business activities) who has accepted the terms of the Offer.
User’s Representatives means persons using the Service on behalf of the User.
Website means a web resource comprising a set of complex objects of copyright and related rights, all exclusive rights to which belong to the Licensor, located on the Internet at https://leadplan.ru/.
Leadplan.ru Information System (Leadplan.ru Service, Service) means a system for creating widgets for websites on the Internet, configured for the User for the purpose of collecting contact details of website visitors. The Service allows collecting and processing data of visitors to the User’s website according to the configured widgets and requires a mandatory Internet connection. Exclusive rights to the Leadplan.ru Service belong to the Licensor (certificate No. 2 020 661 174; date and number of state registration: 13.12.2023 No. RD451 975).
Subscriber means a visitor to the User’s website who has provided their data to the User through widgets created in the Leadplan.ru Service.
Widget means an auxiliary program (application) on a website page that performs a function assigned to it, including collecting and processing user data, configured and activated in the Leadplan Service.
Custom Widget means a widget created in the Personal Account of the Leadplan.ru Service with modifications to its code, which allows adapting its functionality and appearance to the User’s requirements.
User Data means information about the User and their representative entered into the Leadplan.ru Service that is necessary for the conclusion and performance of the Agreement.
License means a non-exclusive right to use the Leadplan.ru Service, granted to the User for a certain term and territory, to the extent agreed by the Parties under this Agreement. The Licensor unilaterally determines the tariffs, types and content of Licenses available for purchase by the User.
Personal Account means an account created by the User upon registration on the Website and associated with the User by a login and password (authentication data), through which the User accesses the Leadplan.ru Service.
Updates means a set of fixes and/or improvements to resolve problems and/or change the functionality of the Leadplan.ru Service, its components and parts. Updates to the Leadplan.ru Service are provided by the Licensor to the User automatically.
Tariff means a set of License parameters that determine, among other things, the License Term, the functionality (including the number of page views of a website with the LeadPlan code installed), and the amount of the license fee for the right to use the Service. Information on current Tariffs is published on the Website.
Website Page View means the process in which a web browser requests, loads and displays the content of a web page using data transfer protocols such as HTTP or HTTPS.
Technical Support means maintenance of the Service carried out to ensure its operability and functioning. Technical Support is directly related to the use of the Service and is not a separate service. Technical Support is provided in the form of written consultations on the operation of the Service. Technical Support channels: e-mail support@leadplan.ru; chat on the Website or in the Personal Account. The Licensor responds to a User’s request to Technical Support within 24 working hours of receiving it, unless a different period is required for technical reasons and/or due to non-standard requests. Working hours: 09:00 to 18:00 Moscow time, excluding public holidays and weekends; on the day before a public holiday, 09:00 to 17:00 Moscow time.
License Term means the period during which the User is permitted to use the Leadplan.ru Service under the Agreement. The License Term is calculated in years, months, weeks, days or hours and begins on the day and at the time the User is granted access to the Service. License Terms expire on the corresponding date or day and time (Moscow time zone). If the last day of the term falls on a non-working day, that non-working day is the last day of the term.
Applicable Law means the law of the Russian Federation.
2. Subject of the Agreement
2.1. The Licensor undertakes, for a license fee, to grant the User the right to use the Leadplan.ru Service on the terms of a simple (non-exclusive) license, and the User undertakes to pay the license fee in the manner provided for by the Agreement.
2.2. The functionality, License Term, amount of the license fee and Tariff are agreed by the Parties in the invoice and are shown in the User’s Personal Account.
2.3. The User may use the Service within the paid License Term.
2.4. The Service may be used within the territory of the Russian Federation, unless otherwise agreed by the Parties in supplementary agreements or in the invoice.
2.5. The Leadplan.ru Service is intended for use for business purposes and other purposes not related to personal, family, household or similar purposes.
2.6. The Licensor reserves the right, and may not be restricted in that right, to grant the right to use the Service to any third parties on terms similar to and/or different from the terms of the Agreement.
2.7. Under the Agreement, the Licensor does not provide widget configuration services or consulting services regarding third-party code used to create a widget.
2.8. The Service is provided on an internationally recognized “as is” basis, i.e. without any warranties from the Licensor as to the operability of the Service, its functionality, or its conformity to the User’s expectations.
3. Access to the Leadplan.ru Service; Certificate of Granted Right
3.1. The Leadplan.ru Service is used via remote access over the Internet.
3.2. The User may use the Service as follows: access the Service and use all paid and/or available functionality of the Service.
3.3. The Licensor grants the User access to the functionality of the Leadplan.ru Service within one working day after the last of the following events: creation of the Personal Account by the User, provision of the necessary User Data by the User, and receipt of the license fee from the User (if the User purchases paid functionality of the Service).
3.4. Upon registration in the Service, the User is assigned a unique name and is given the opportunity to set a password to log into the Service, after which the User’s Personal Account is created. Each account (Personal Account) may have several sub-accounts. The User represents that any personal data of third parties entered by the User or the User’s representatives upon registration in the Service, including upon registration of sub-accounts, has been obtained and is entered lawfully and with the consent of such third parties.
3.5. The right to use the Service is deemed granted to the User from the moment the User is given access to the Service for which the Licensor has received the license fee, regardless of whether the User actually uses it.
3.6. The grant of access to the Service is confirmed by the absence of written objections from the User within five working days after access is granted.
3.7. If the Parties are in doubt as to whether the Licensor has granted access to the Service, the information held by the Licensor shall be reliable evidence. Such information may include screenshots of the relevant section of the Personal Account taken by a representative of the Licensor (administrator) confirming that access to the Service was granted.
3.8. When access to the Service is granted, a Certificate of Granted Right in the Licensor’s form is generated in the User’s Personal Account. The Certificate is deemed accepted and signed by the User without comments unless the User raises objections in the manner set out in Clause 3.6 of the Agreement.
3.9. Exchange of the Certificate of Granted Right or its original is not mandatory for the Parties. At the request of either Party, the Parties shall exchange originals of the Certificate of Granted Right within 20 (twenty) working days of the date of such request.
User means a person (a legal entity, an individual entrepreneur, or an individual engaged in business activities) who has accepted the terms of the Offer.
User’s Representatives means persons using the Service on behalf of the User.
Website means a web resource comprising a set of complex objects of copyright and related rights, all exclusive rights to which belong to the Licensor, located on the Internet at https://leadplan.ru/.
Leadplan.ru Information System (Leadplan.ru Service, Service) means a system for creating widgets for websites on the Internet, configured for the User for the purpose of collecting contact details of website visitors. The Service allows collecting and processing data of visitors to the User’s website according to the configured widgets and requires a mandatory Internet connection. Exclusive rights to the Leadplan.ru Service belong to the Licensor (certificate No. 2 020 661 174; date and number of state registration: 13.12.2023 No. RD451 975).
Subscriber means a visitor to the User’s website who has provided their data to the User through widgets created in the Leadplan.ru Service.
Widget means an auxiliary program (application) on a website page that performs a function assigned to it, including collecting and processing user data, configured and activated in the Leadplan Service.
Custom Widget means a widget created in the Personal Account of the Leadplan.ru Service with modifications to its code, which allows adapting its functionality and appearance to the User’s requirements.
User Data means information about the User and their representative entered into the Leadplan.ru Service that is necessary for the conclusion and performance of the Agreement.
License means a non-exclusive right to use the Leadplan.ru Service, granted to the User for a certain term and territory, to the extent agreed by the Parties under this Agreement. The Licensor unilaterally determines the tariffs, types and content of Licenses available for purchase by the User.
Personal Account means an account created by the User upon registration on the Website and associated with the User by a login and password (authentication data), through which the User accesses the Leadplan.ru Service.
Updates means a set of fixes and/or improvements to resolve problems and/or change the functionality of the Leadplan.ru Service, its components and parts. Updates to the Leadplan.ru Service are provided by the Licensor to the User automatically.
Tariff means a set of License parameters that determine, among other things, the License Term, the functionality (including the number of page views of a website with the LeadPlan code installed), and the amount of the license fee for the right to use the Service. Information on current Tariffs is published on the Website.
Website Page View means the process in which a web browser requests, loads and displays the content of a web page using data transfer protocols such as HTTP or HTTPS.
Technical Support means maintenance of the Service carried out to ensure its operability and functioning. Technical Support is directly related to the use of the Service and is not a separate service. Technical Support is provided in the form of written consultations on the operation of the Service. Technical Support channels: e-mail support@leadplan.ru; chat on the Website or in the Personal Account. The Licensor responds to a User’s request to Technical Support within 24 working hours of receiving it, unless a different period is required for technical reasons and/or due to non-standard requests. Working hours: 09:00 to 18:00 Moscow time, excluding public holidays and weekends; on the day before a public holiday, 09:00 to 17:00 Moscow time.
License Term means the period during which the User is permitted to use the Leadplan.ru Service under the Agreement. The License Term is calculated in years, months, weeks, days or hours and begins on the day and at the time the User is granted access to the Service. License Terms expire on the corresponding date or day and time (Moscow time zone). If the last day of the term falls on a non-working day, that non-working day is the last day of the term.
Applicable Law means the law of the Russian Federation.
2. Subject of the Agreement
2.1. The Licensor undertakes, for a license fee, to grant the User the right to use the Leadplan.ru Service on the terms of a simple (non-exclusive) license, and the User undertakes to pay the license fee in the manner provided for by the Agreement.
2.2. The functionality, License Term, amount of the license fee and Tariff are agreed by the Parties in the invoice and are shown in the User’s Personal Account.
2.3. The User may use the Service within the paid License Term.
2.4. The Service may be used within the territory of the Russian Federation, unless otherwise agreed by the Parties in supplementary agreements or in the invoice.
2.5. The Leadplan.ru Service is intended for use for business purposes and other purposes not related to personal, family, household or similar purposes.
2.6. The Licensor reserves the right, and may not be restricted in that right, to grant the right to use the Service to any third parties on terms similar to and/or different from the terms of the Agreement.
2.7. Under the Agreement, the Licensor does not provide widget configuration services or consulting services regarding third-party code used to create a widget.
2.8. The Service is provided on an internationally recognized “as is” basis, i.e. without any warranties from the Licensor as to the operability of the Service, its functionality, or its conformity to the User’s expectations.
3. Access to the Leadplan.ru Service; Certificate of Granted Right
3.1. The Leadplan.ru Service is used via remote access over the Internet.
3.2. The User may use the Service as follows: access the Service and use all paid and/or available functionality of the Service.
3.3. The Licensor grants the User access to the functionality of the Leadplan.ru Service within one working day after the last of the following events: creation of the Personal Account by the User, provision of the necessary User Data by the User, and receipt of the license fee from the User (if the User purchases paid functionality of the Service).
3.4. Upon registration in the Service, the User is assigned a unique name and is given the opportunity to set a password to log into the Service, after which the User’s Personal Account is created. Each account (Personal Account) may have several sub-accounts. The User represents that any personal data of third parties entered by the User or the User’s representatives upon registration in the Service, including upon registration of sub-accounts, has been obtained and is entered lawfully and with the consent of such third parties.
3.5. The right to use the Service is deemed granted to the User from the moment the User is given access to the Service for which the Licensor has received the license fee, regardless of whether the User actually uses it.
3.6. The grant of access to the Service is confirmed by the absence of written objections from the User within five working days after access is granted.
3.7. If the Parties are in doubt as to whether the Licensor has granted access to the Service, the information held by the Licensor shall be reliable evidence. Such information may include screenshots of the relevant section of the Personal Account taken by a representative of the Licensor (administrator) confirming that access to the Service was granted.
3.8. When access to the Service is granted, a Certificate of Granted Right in the Licensor’s form is generated in the User’s Personal Account. The Certificate is deemed accepted and signed by the User without comments unless the User raises objections in the manner set out in Clause 3.6 of the Agreement.
3.9. Exchange of the Certificate of Granted Right or its original is not mandatory for the Parties. At the request of either Party, the Parties shall exchange originals of the Certificate of Granted Right within 20 (twenty) working days of the date of such request.
4. Use of the Service
4.1. The User shall, by its own efforts and at its own expense, provide itself and its representatives with all hardware and software systems and equipment necessary to access the Internet and the Service, and shall familiarize its representatives with the terms, methods and limits of use of the Service.
4.2. All rights, obligations and restrictions on the use of the Service apply to the User’s representatives. The User is liable for the actions of its representatives as for its own. All actions of the User’s representatives in or through the Service, including those performed using the User’s login and password, are deemed to have been performed by the User, except for actions taken after the Licensor has received from the User, in the manner provided for by the Agreement, a notice of unauthorized use of the Service on behalf of the User or of any breach (or suspected breach) of the confidentiality of the User’s password.
4.3. The User shall independently take measures to keep the login and password for accessing the Personal Account confidential and shall be solely responsible for all actions/omissions (and their consequences) that occur using the Personal Account, including cases of voluntary transfer of access data for the Personal Account to third parties on any terms (including under contracts or agreements) or failure to keep such data confidential.
4.4. The User shall promptly notify the Licensor of any technical problems it discovers in the operation of the Service by sending a corresponding notice to Technical Support.
4.5. The User shall notify the Licensor of any detected cases of unauthorized use of the Personal Account or the User’s authorization data within one working day of detecting each case.
4.6. The User may not alienate or otherwise transfer the right of access to the Service to third parties, including the User’s authorization data (login, password) for the Personal Account.
4.7. Blocking of access; deletion of the Personal Account. The Licensor may:
4.7.1. Block the User’s access to the Service with 24 hours’ notice to the User if the license fee is not received from the User within the time limits provided for by the Agreement and/or the invoice.
4.7.2. Block access to the Service immediately and without notice to the User if the User uses the Service for prohibited purposes or for purposes that violate any rights of third parties.
4.7.3. Irreversibly delete all User data contained in the Personal Account after 30 calendar days from blocking the User’s access under Clause 4.7.1 or Clause 4.7.2 of the Agreement.
4.7.4. If the User has not performed a single action in the Personal Account for more than 12 months from its registration, irreversibly delete the Personal Account and all User data in it. The Licensor does not keep backup copies of any User data.
4.7.5. In order to minimize or eliminate the risk of damage to the Parties, block access to the User’s Personal Account if parasitic traffic (DoS or DDoS attacks) exceeding 3 (three) Gbit/s is detected. One hour after blocking the Personal Account, the Licensor initiates its unblocking. If after unblocking it is found that the attack has not stopped, the Personal Account may be blocked for a period not exceeding six hours. If such an attack has still not stopped six hours after the second blocking, the Personal Account is blocked for another 24 hours. Further actions are agreed between the Parties separately. No losses, damages or penalties are compensable by the Licensor to the User for such periods of forced blocking of the Personal Account.
4.8. The Licensor provides the User with regular Technical Support during the Licensor’s working hours.
5. Restrictions on Use of the Service
5.1. The User undertakes to use the information posted in the Service and/or in the Personal Account solely for the purposes of accessing the Service and performing the Agreement.
5.2. The User may not perform the following actions using the Leadplan.ru Service:
5.2.1. add personal data to the Service without obtaining the consent of the personal data subjects;
5.2.2. use access to the Service for unlawful purposes, which may include creating widgets and messages that may be regarded as offensive, harmful, misleading, fraudulent, unfair, immoral, indecent, pornographic, sexually explicit, grossly obscene, racist, ethnically offensive, threatening, excessively violent, defamatory, containing hate speech, gambling (including games of skill offering cash prizes or other valuables), discrimination, malicious software, illegal trafficking in drugs or weapons, prescription drugs or weapons, as well as pursuing other purposes prohibited by Applicable Law;
5.2.3. impersonate another person or organization (whether real or fictitious), claim affiliation with any person or organization without such authority, or carry out any other fraudulent actions;
5.2.4. upload to the Service, create or transmit through the Service any information and/or advertising materials that violate the terms of the Agreement, intellectual property rights, any other rights of the Licensor and/or third parties, or requirements of Applicable Law;
5.2.5. take actions aimed at misleading the Licensor and/or third parties, including Subscribers and consumers;
5.2.6. provide authorization data for the Service (login, password) to third parties, except for authorized provision of access to the Service to the User’s representatives;
5.2.7. copy, modify, distribute, alter, adapt, disassemble, reverse engineer, decompile or otherwise attempt to obtain the source code of the Service;
5.2.8. disable or interfere with the security features of the Service, or attempt to access services and information contained in the Service that are not intended for the User;
5.2.9. use the Service in a manner that may interrupt or disrupt its normal functionality, operation or the telecommunication facilities of any persons;
5.2.10. take other actions that may render the Service inoperable.
A breach by the User of any of the terms of this clause is grounds for the Licensor to immediately block the User’s access to the Service without compensating the User for amounts paid for its use, which are retained by the Licensor as a penalty. The User remains obliged to pay the license fee for the period of use of the Service up to the moment of blocking by the Licensor in accordance with the current Tariffs.
5.3. The User undertakes not to use third-party trade names, trademarks or logos in widgets and messages to which the User has no legal rights. The Licensor may require, and the User shall provide, confirmation of the User’s legal rights to use third-party trade names, trademarks and other means of individualization.
5.4. During the User’s use of the Service, the Licensor may:
5.4.1. make changes and Updates to the Service at its own discretion without the User’s approval, add new features or functionality to the Service or otherwise improve its characteristics, including in order to comply with Applicable Law. The functionality of the Service on which the User relied when entering into the Agreement shall be preserved. The frequency of Service Updates is determined in accordance with the Licensor’s internal regulations or at its discretion;
5.4.2. suspend the User’s use of the Service for necessary preventive (scheduled) maintenance and repair work. The total time the Service is unavailable due to preventive and/or repair work shall not exceed 48 (forty-eight) hours per month, unless a different period is required for technical or objective reasons. Where technically possible, the Licensor performs such work between 23:00 and 04:00 Moscow time;
5.4.3. carry out an unscheduled suspension of the User’s access to the Service to perform work in emergency situations, of which the Licensor undertakes to inform the User as soon as possible by e-mail and/or in the Personal Account and/or by posting on the Website.
5.5. If the User has infringed rights to the results of intellectual activity belonging to the Licensor or third parties, or if third parties have gained unauthorized access to the User’s Personal Account, the Licensor may block the User’s access and/or require the User to compensate all losses that the Licensor has incurred or could have incurred in connection with the breach of this clause of the Agreement.
5.6. The Licensor shall notify the User of scheduled preventive and emergency work and Updates to the current version of the Leadplan.ru Service by posting corresponding notices in the Personal Account and/or on the Website no later than 24 hours before such work begins, unless a different period is required for technical reasons.
4.1. The User shall, by its own efforts and at its own expense, provide itself and its representatives with all hardware and software systems and equipment necessary to access the Internet and the Service, and shall familiarize its representatives with the terms, methods and limits of use of the Service.
4.2. All rights, obligations and restrictions on the use of the Service apply to the User’s representatives. The User is liable for the actions of its representatives as for its own. All actions of the User’s representatives in or through the Service, including those performed using the User’s login and password, are deemed to have been performed by the User, except for actions taken after the Licensor has received from the User, in the manner provided for by the Agreement, a notice of unauthorized use of the Service on behalf of the User or of any breach (or suspected breach) of the confidentiality of the User’s password.
4.3. The User shall independently take measures to keep the login and password for accessing the Personal Account confidential and shall be solely responsible for all actions/omissions (and their consequences) that occur using the Personal Account, including cases of voluntary transfer of access data for the Personal Account to third parties on any terms (including under contracts or agreements) or failure to keep such data confidential.
4.4. The User shall promptly notify the Licensor of any technical problems it discovers in the operation of the Service by sending a corresponding notice to Technical Support.
4.5. The User shall notify the Licensor of any detected cases of unauthorized use of the Personal Account or the User’s authorization data within one working day of detecting each case.
4.6. The User may not alienate or otherwise transfer the right of access to the Service to third parties, including the User’s authorization data (login, password) for the Personal Account.
4.7. Blocking of access; deletion of the Personal Account. The Licensor may:
4.7.1. Block the User’s access to the Service with 24 hours’ notice to the User if the license fee is not received from the User within the time limits provided for by the Agreement and/or the invoice.
4.7.2. Block access to the Service immediately and without notice to the User if the User uses the Service for prohibited purposes or for purposes that violate any rights of third parties.
4.7.3. Irreversibly delete all User data contained in the Personal Account after 30 calendar days from blocking the User’s access under Clause 4.7.1 or Clause 4.7.2 of the Agreement.
4.7.4. If the User has not performed a single action in the Personal Account for more than 12 months from its registration, irreversibly delete the Personal Account and all User data in it. The Licensor does not keep backup copies of any User data.
4.7.5. In order to minimize or eliminate the risk of damage to the Parties, block access to the User’s Personal Account if parasitic traffic (DoS or DDoS attacks) exceeding 3 (three) Gbit/s is detected. One hour after blocking the Personal Account, the Licensor initiates its unblocking. If after unblocking it is found that the attack has not stopped, the Personal Account may be blocked for a period not exceeding six hours. If such an attack has still not stopped six hours after the second blocking, the Personal Account is blocked for another 24 hours. Further actions are agreed between the Parties separately. No losses, damages or penalties are compensable by the Licensor to the User for such periods of forced blocking of the Personal Account.
4.8. The Licensor provides the User with regular Technical Support during the Licensor’s working hours.
5. Restrictions on Use of the Service
5.1. The User undertakes to use the information posted in the Service and/or in the Personal Account solely for the purposes of accessing the Service and performing the Agreement.
5.2. The User may not perform the following actions using the Leadplan.ru Service:
5.2.1. add personal data to the Service without obtaining the consent of the personal data subjects;
5.2.2. use access to the Service for unlawful purposes, which may include creating widgets and messages that may be regarded as offensive, harmful, misleading, fraudulent, unfair, immoral, indecent, pornographic, sexually explicit, grossly obscene, racist, ethnically offensive, threatening, excessively violent, defamatory, containing hate speech, gambling (including games of skill offering cash prizes or other valuables), discrimination, malicious software, illegal trafficking in drugs or weapons, prescription drugs or weapons, as well as pursuing other purposes prohibited by Applicable Law;
5.2.3. impersonate another person or organization (whether real or fictitious), claim affiliation with any person or organization without such authority, or carry out any other fraudulent actions;
5.2.4. upload to the Service, create or transmit through the Service any information and/or advertising materials that violate the terms of the Agreement, intellectual property rights, any other rights of the Licensor and/or third parties, or requirements of Applicable Law;
5.2.5. take actions aimed at misleading the Licensor and/or third parties, including Subscribers and consumers;
5.2.6. provide authorization data for the Service (login, password) to third parties, except for authorized provision of access to the Service to the User’s representatives;
5.2.7. copy, modify, distribute, alter, adapt, disassemble, reverse engineer, decompile or otherwise attempt to obtain the source code of the Service;
5.2.8. disable or interfere with the security features of the Service, or attempt to access services and information contained in the Service that are not intended for the User;
5.2.9. use the Service in a manner that may interrupt or disrupt its normal functionality, operation or the telecommunication facilities of any persons;
5.2.10. take other actions that may render the Service inoperable.
A breach by the User of any of the terms of this clause is grounds for the Licensor to immediately block the User’s access to the Service without compensating the User for amounts paid for its use, which are retained by the Licensor as a penalty. The User remains obliged to pay the license fee for the period of use of the Service up to the moment of blocking by the Licensor in accordance with the current Tariffs.
5.3. The User undertakes not to use third-party trade names, trademarks or logos in widgets and messages to which the User has no legal rights. The Licensor may require, and the User shall provide, confirmation of the User’s legal rights to use third-party trade names, trademarks and other means of individualization.
5.4. During the User’s use of the Service, the Licensor may:
5.4.1. make changes and Updates to the Service at its own discretion without the User’s approval, add new features or functionality to the Service or otherwise improve its characteristics, including in order to comply with Applicable Law. The functionality of the Service on which the User relied when entering into the Agreement shall be preserved. The frequency of Service Updates is determined in accordance with the Licensor’s internal regulations or at its discretion;
5.4.2. suspend the User’s use of the Service for necessary preventive (scheduled) maintenance and repair work. The total time the Service is unavailable due to preventive and/or repair work shall not exceed 48 (forty-eight) hours per month, unless a different period is required for technical or objective reasons. Where technically possible, the Licensor performs such work between 23:00 and 04:00 Moscow time;
5.4.3. carry out an unscheduled suspension of the User’s access to the Service to perform work in emergency situations, of which the Licensor undertakes to inform the User as soon as possible by e-mail and/or in the Personal Account and/or by posting on the Website.
5.5. If the User has infringed rights to the results of intellectual activity belonging to the Licensor or third parties, or if third parties have gained unauthorized access to the User’s Personal Account, the Licensor may block the User’s access and/or require the User to compensate all losses that the Licensor has incurred or could have incurred in connection with the breach of this clause of the Agreement.
5.6. The Licensor shall notify the User of scheduled preventive and emergency work and Updates to the current version of the Leadplan.ru Service by posting corresponding notices in the Personal Account and/or on the Website no later than 24 hours before such work begins, unless a different period is required for technical reasons.
6. Rights and Obligations of the Parties
6.1. The Licensor shall:
6.1.1. grant the User access to the Service in the manner provided for by the Agreement;
6.1.2. ensure round-the-clock availability of the server hosting the Service, except during preventive and emergency work, Updates to the current version of the Service, and periods during which force majeure circumstances were in effect. If a malfunction of the Service is detected, the Licensor guarantees that it will take the necessary measures to eliminate it in a timely manner. Malfunctions of the Service shall be eliminated within no more than 10 working days of their detection, unless a different period is dictated by technical necessity.
6.2. The Licensor may:
6.2.1. withhold penalties charged to the User for breach of the Agreement or Applicable Law from the funds received from the User as payment of the license fee under the Agreement;
6.2.2. place a reference to the Licensor or watermarks containing the Licensor’s logo (trademark) and/or trade name on documents created by the Licensor in the Service;
6.2.3. use cookie technology for the purposes of performing the Agreement. Cookies do not contain confidential information and are not transferred by the Licensor to third parties;
6.2.4. obtain information about the User’s IP address for the purposes of performing the Agreement and improving the quality of the Leadplan.ru Service.
6.3. The User shall:
6.3.1. use the Service in accordance with its intended purpose, solely within the limits and by the methods established by the Agreement and within the selected Tariff;
6.3.2. pay for access to the Service on the terms set out in the invoice, in accordance with the Tariff selected by the User;
6.3.3. comply with Applicable Law, including ensuring due compliance with Federal Law No. 152-FZ of 27.07.2006 “On Personal Data” and Federal Law No. 38-FZ of 13.03.2006 “On Advertising”. When the User places advertising materials through the Service, the User is recognized as the producer, advertiser and distributor of all such advertising materials. The Licensor has no obligation to label such advertising materials contained in the widget in accordance with Federal Law No. 38-FZ of 13.03.2006 “On Advertising”, or to fulfil other requirements of Article 18.1 of that law. Liability for violation of these requirements rests with the User;
6.3.4. promptly disclose to the Licensor in writing information about any matter, event, ground and/or circumstance (including any omission) that may arise or become known to the User after the conclusion of the Agreement and before its expiry and that constitutes a breach of any of the representations given in the Agreement;
6.3.5. promptly inform the Licensor of any requests or orders from supervisory and regulatory authorities, or complaints from users or other appeals related to the use of the Service. The User also undertakes to promptly inform the Licensor of any other information that becomes known to the User (including from the media or other sources) and that may adversely affect the Licensor’s business reputation and/or be related to potential claims, lawsuits or other adverse consequences (in particular, negative publications) concerning the Licensor;
6.3.6. follow the recommendations of the Licensor and Technical Support aimed at ensuring the secure operation of the Service, the security of its use, and the confidentiality of information. The Licensor is not liable for any damage, losses or other harm suffered by the User as a result of failure to follow such recommendations, including where such failure has resulted in breaches of confidentiality (including of personal data).
6.4. The User may:
6.4.1. have round-the-clock access to the Service during the License Term according to the selected Tariff, except during preventive and emergency work and Updates, and periods during which force majeure circumstances were in effect;
6.4.2. contact Technical Support regarding setting up access to the Service and other matters related to the capabilities of the Leadplan.ru Service and working with it.
7. License Fee and Payment Procedure
7.1. The amount of the license fee is set by the Licensor in accordance with the current Tariffs and is fixed in the invoice. The Licensor may provide the Service to the User without payment of a license fee for a limited period on terms determined by the Licensor.
7.2. The invoice is generated by the User independently in the Personal Account.
7.3. The User pays 100% of the license fee within five working days of generating the invoice, unless a different period is specified in the invoice itself.
7.4. The license fee specified in the Tariff includes VAT. VAT is calculated at the rate established by the legislation of the Russian Federation.
7.5. The license fee is paid in Russian rubles by bank transfer to the Licensor’s settlement account.
7.6. When preparing a payment order or payment receipt, the User shall state the details of the invoice (date and number).
7.7. Individuals may pay the license fee through payment acceptance services (YooKassa and other payment systems) on the basis of the invoice.
7.8. The User’s payment obligations are deemed fulfilled when the funds are credited to the Licensor’s settlement account.
7.9. All expenses incurred by the User in connection with the transfer of funds, including fees, commissions and taxes, are paid by the User independently and at its own expense.
7.10. If the User does not use the Service during the License Term, the license fee is non-refundable.
7.11. During the License Term and until the limit of page views of the website with the LeadPlan code installed is reached, the User may change the Tariff. The cost of switching is determined automatically at the moment of switching to another Tariff in accordance with the Licensor’s applicable rules and is set out in the invoice for switching to the new Tariff. The date of switching to the new Tariff is the date of payment of that invoice.
7.12. If the User exceeds the number of page views of the website with the LeadPlan code installed established by the Tariff, the Licensor may suspend access to the Service by notifying the User by e-mail or in the Personal Account. Access to the Service is suspended until the Tariff is changed.
7.13. The Licensor may change the Tariffs at any time by publishing such changes on the Website. The Licensor notifies the User of such changes 30 (thirty) calendar days before they take effect by sending a notice to the User’s e-mail address specified at registration of the Personal Account, and/or by posting information in the Personal Account and/or on the Website. The User independently monitors such changes and bears the risk of not receiving them due to unsubscribing from e-mails or not reviewing the Personal Account or the Website. The changes take effect on the 31st (thirty-first) day after the notice is sent to the User. If the User does not agree with the new Tariffs, the User may decline to pay the invoice and not renew the License Term and access to the Service. If the User continues to use the Service as of the date the Tariffs change, the User thereby agrees to the change in the license fee, and the License is payable at the new price.
7.14. If the User is a non-resident of the Russian Federation, the license fee is not subject to VAT in accordance with paragraphs 2 and 3 of subclause 4 of clause 1 of Article 148 of the Tax Code of the Russian Federation. Any taxes, duties and similar payments (collectively, “Taxes”) payable in the state where the User is registered in connection with the conclusion and performance of the Agreement are paid by the User.
7.15. If, under the User’s national legislation, the User as a tax agent is required to pay tax on non-residents’ income to the national budget, the amount of such tax shall be paid in addition to the license fee. At the User’s request, the Licensor shall provide an electronic certificate of Russian Federation tax residency, stamped by the Russian tax authority, no later than 30 calendar days after receiving such request.
7.16. If a third party makes a payment on behalf of the User, the User undertakes, before the payment is made, to notify the Licensor that the obligation is being performed by a third party. The payment order prepared by the third party must state the invoice details and the details of the User on whose behalf the third party is making the payment. The Licensor may request from the User documents confirming acceptance of performance of the User’s obligations under the Agreement by a third party and, if no such confirmation is provided, return the funds as received in error.
6.1. The Licensor shall:
6.1.1. grant the User access to the Service in the manner provided for by the Agreement;
6.1.2. ensure round-the-clock availability of the server hosting the Service, except during preventive and emergency work, Updates to the current version of the Service, and periods during which force majeure circumstances were in effect. If a malfunction of the Service is detected, the Licensor guarantees that it will take the necessary measures to eliminate it in a timely manner. Malfunctions of the Service shall be eliminated within no more than 10 working days of their detection, unless a different period is dictated by technical necessity.
6.2. The Licensor may:
6.2.1. withhold penalties charged to the User for breach of the Agreement or Applicable Law from the funds received from the User as payment of the license fee under the Agreement;
6.2.2. place a reference to the Licensor or watermarks containing the Licensor’s logo (trademark) and/or trade name on documents created by the Licensor in the Service;
6.2.3. use cookie technology for the purposes of performing the Agreement. Cookies do not contain confidential information and are not transferred by the Licensor to third parties;
6.2.4. obtain information about the User’s IP address for the purposes of performing the Agreement and improving the quality of the Leadplan.ru Service.
6.3. The User shall:
6.3.1. use the Service in accordance with its intended purpose, solely within the limits and by the methods established by the Agreement and within the selected Tariff;
6.3.2. pay for access to the Service on the terms set out in the invoice, in accordance with the Tariff selected by the User;
6.3.3. comply with Applicable Law, including ensuring due compliance with Federal Law No. 152-FZ of 27.07.2006 “On Personal Data” and Federal Law No. 38-FZ of 13.03.2006 “On Advertising”. When the User places advertising materials through the Service, the User is recognized as the producer, advertiser and distributor of all such advertising materials. The Licensor has no obligation to label such advertising materials contained in the widget in accordance with Federal Law No. 38-FZ of 13.03.2006 “On Advertising”, or to fulfil other requirements of Article 18.1 of that law. Liability for violation of these requirements rests with the User;
6.3.4. promptly disclose to the Licensor in writing information about any matter, event, ground and/or circumstance (including any omission) that may arise or become known to the User after the conclusion of the Agreement and before its expiry and that constitutes a breach of any of the representations given in the Agreement;
6.3.5. promptly inform the Licensor of any requests or orders from supervisory and regulatory authorities, or complaints from users or other appeals related to the use of the Service. The User also undertakes to promptly inform the Licensor of any other information that becomes known to the User (including from the media or other sources) and that may adversely affect the Licensor’s business reputation and/or be related to potential claims, lawsuits or other adverse consequences (in particular, negative publications) concerning the Licensor;
6.3.6. follow the recommendations of the Licensor and Technical Support aimed at ensuring the secure operation of the Service, the security of its use, and the confidentiality of information. The Licensor is not liable for any damage, losses or other harm suffered by the User as a result of failure to follow such recommendations, including where such failure has resulted in breaches of confidentiality (including of personal data).
6.4. The User may:
6.4.1. have round-the-clock access to the Service during the License Term according to the selected Tariff, except during preventive and emergency work and Updates, and periods during which force majeure circumstances were in effect;
6.4.2. contact Technical Support regarding setting up access to the Service and other matters related to the capabilities of the Leadplan.ru Service and working with it.
7. License Fee and Payment Procedure
7.1. The amount of the license fee is set by the Licensor in accordance with the current Tariffs and is fixed in the invoice. The Licensor may provide the Service to the User without payment of a license fee for a limited period on terms determined by the Licensor.
7.2. The invoice is generated by the User independently in the Personal Account.
7.3. The User pays 100% of the license fee within five working days of generating the invoice, unless a different period is specified in the invoice itself.
7.4. The license fee specified in the Tariff includes VAT. VAT is calculated at the rate established by the legislation of the Russian Federation.
7.5. The license fee is paid in Russian rubles by bank transfer to the Licensor’s settlement account.
7.6. When preparing a payment order or payment receipt, the User shall state the details of the invoice (date and number).
7.7. Individuals may pay the license fee through payment acceptance services (YooKassa and other payment systems) on the basis of the invoice.
7.8. The User’s payment obligations are deemed fulfilled when the funds are credited to the Licensor’s settlement account.
7.9. All expenses incurred by the User in connection with the transfer of funds, including fees, commissions and taxes, are paid by the User independently and at its own expense.
7.10. If the User does not use the Service during the License Term, the license fee is non-refundable.
7.11. During the License Term and until the limit of page views of the website with the LeadPlan code installed is reached, the User may change the Tariff. The cost of switching is determined automatically at the moment of switching to another Tariff in accordance with the Licensor’s applicable rules and is set out in the invoice for switching to the new Tariff. The date of switching to the new Tariff is the date of payment of that invoice.
7.12. If the User exceeds the number of page views of the website with the LeadPlan code installed established by the Tariff, the Licensor may suspend access to the Service by notifying the User by e-mail or in the Personal Account. Access to the Service is suspended until the Tariff is changed.
7.13. The Licensor may change the Tariffs at any time by publishing such changes on the Website. The Licensor notifies the User of such changes 30 (thirty) calendar days before they take effect by sending a notice to the User’s e-mail address specified at registration of the Personal Account, and/or by posting information in the Personal Account and/or on the Website. The User independently monitors such changes and bears the risk of not receiving them due to unsubscribing from e-mails or not reviewing the Personal Account or the Website. The changes take effect on the 31st (thirty-first) day after the notice is sent to the User. If the User does not agree with the new Tariffs, the User may decline to pay the invoice and not renew the License Term and access to the Service. If the User continues to use the Service as of the date the Tariffs change, the User thereby agrees to the change in the license fee, and the License is payable at the new price.
7.14. If the User is a non-resident of the Russian Federation, the license fee is not subject to VAT in accordance with paragraphs 2 and 3 of subclause 4 of clause 1 of Article 148 of the Tax Code of the Russian Federation. Any taxes, duties and similar payments (collectively, “Taxes”) payable in the state where the User is registered in connection with the conclusion and performance of the Agreement are paid by the User.
7.15. If, under the User’s national legislation, the User as a tax agent is required to pay tax on non-residents’ income to the national budget, the amount of such tax shall be paid in addition to the license fee. At the User’s request, the Licensor shall provide an electronic certificate of Russian Federation tax residency, stamped by the Russian tax authority, no later than 30 calendar days after receiving such request.
7.16. If a third party makes a payment on behalf of the User, the User undertakes, before the payment is made, to notify the Licensor that the obligation is being performed by a third party. The payment order prepared by the third party must state the invoice details and the details of the User on whose behalf the third party is making the payment. The Licensor may request from the User documents confirming acceptance of performance of the User’s obligations under the Agreement by a third party and, if no such confirmation is provided, return the funds as received in error.
8. Confidentiality
8.1. The Parties agree to treat information provided to each other under and in connection with the performance of the Agreement as confidential information that has commercial value and is declared as such by the disclosing party, unless otherwise follows from the provisions of the Agreement and its annexes.
8.2. The User undertakes to ensure the confidentiality of commercial or confidential information obtained in cooperation with the Licensor, and of Subscribers’ personal data.
8.3. The User may not publish or post any references to the details of cooperation with the Licensor without the Licensor’s prior written consent.
8.4. Each party receiving confidential information (the “Receiving Party”) from the other party (the “Disclosing Party”) may not disclose confidential information to anyone without the express written permission of the Disclosing Party and shall take all reasonable measures to protect the confidential information, including, in particular, the measures it takes to protect its own confidential information (trade secrets).
8.5. The Receiving Party undertakes to use confidential information solely for the purposes of performing the Agreement.
8.6. The confidentiality regime does not apply to the following information:
8.6.1. information that is or becomes publicly known through no fault of the Party that received it from the other Party to the Agreement, which must be confirmed by appropriate evidence;
8.6.2. information received by the Parties from third parties without an obligation to keep it confidential;
8.6.3. information whose disclosure is required by Applicable Law. Such information may be provided only to authorities with the relevant powers, in the manner provided for by the current legislation of the Russian Federation, and to the extent necessary.
8.7. The obligations established by the Agreement regarding the protection of confidential information are valid for three years from the transfer of confidential information by the Disclosing Party to the Receiving Party or, if this event cannot be determined, for two years from the last purchase of a License under the Agreement.
8.8. The Receiving Party is not liable for breach of this section of the Agreement in the form of lost profits or indirect losses. The Parties have determined that the amount of estimated losses in the event of a breach of this section by the Receiving Party is equal to the license fee for the last License Term preceding the breach of the confidentiality provisions.
9. Personal Data
9.1. The conclusion of the Agreement is the basis for processing the personal data of the User and its representatives in accordance with the Personal Data Processing Policy. Personal data specified in the Personal Account is processed by the Licensor on the basis of the Agreement for the purposes of its conclusion and performance.
9.2. By providing personal data through forms on the Website or in the Service, the User consents to its processing, including the Licensor’s performance of the actions provided for in Clause 3 of Article 3 of Federal Law No. 152-FZ of 27.07.2006 “On Personal Data” (the “Law”), in accordance with the consent to personal data processing and the Personal Data Processing Policy.
9.3. If the User transfers to the Licensor personal data of its representatives and/or employees, the User guarantees that it has obtained their consent to the transfer and processing of their personal data by the Licensor and has informed them of such processing.
9.4. The User, being an operator of personal data under the Law, instructs the Licensor to process Subscribers’ personal data, and the Licensor processes Subscribers’ personal data on behalf of the User (the “Instruction”) on the following terms.
9.4.1. Personal data is processed by the Licensor on behalf of the User for the purpose of performing the Agreement.
9.4.2. The Licensor may perform the following actions with personal data, with or without the use of automation tools: recording, accumulation, storage, clarification (updating, modification), use, provision, blocking, deletion and destruction.
9.4.3. The list of Subscribers’ personal data processed under the Instruction: e-mail address. The Licensor does not initiate, control or influence the composition of personal data transferred by the User beyond this list. If the list of Subscribers’ personal data changes, the User undertakes to provide the Licensor with a new instruction. If the User transfers personal data beyond this list, the User bears liability for, and any adverse consequences that the Licensor may suffer as a result of, such transfer. The User guarantees that Subscribers’ personal data has been obtained lawfully.
9.4.4. The User undertakes:
• before instructing the Licensor to process personal data, to obtain Subscribers’ consent to the processing of their personal data and its transfer to the Licensor for the purposes, to the extent and for the actions specified in the Instruction;
• to provide the Licensor with confirmation of Subscribers’ prior consent to the processing of personal data and its transfer to the Licensor within three working days of receiving the Licensor’s request; and, at a Subscriber’s request, to independently provide the Subscriber with information concerning the processing of their personal data;
• upon receiving a Subscriber’s request to clarify, block or destroy their personal data, to independently make the necessary changes to the Subscriber’s personal data in the Service;
• if the legal grounds for processing a Subscriber’s personal data cease to exist (including where the data subject withdraws or refuses to give consent to the processing of their personal data), to immediately send the Licensor an e-mail request to destroy the Subscriber’s personal data. The Licensor may request evidence from the User confirming the grounds for destruction of the personal data.
9.4.5. The Licensor undertakes:
• if a personal data subject contacts the Licensor with a request based on Article 14 of the Law, to inform the User accordingly;
• to comply with the principles and rules of personal data processing provided for by the Law, take the necessary measures to ensure fulfilment of the obligations provided for by the Law, and maintain the confidentiality of personal data;
• to take the necessary and sufficient measures to ensure compliance with the requirements of the Law, the regulations adopted under it, and the Licensor’s internal documents. Such measures include, in particular: (a) appointing a person responsible for organizing personal data processing; (b) issuing documents defining the policy on personal data processing, internal documents on personal data processing, and internal documents establishing procedures aimed at preventing and detecting violations of Applicable Law in the field of personal data and eliminating the consequences of such violations; (c) carrying out internal control and/or audit of the compliance of personal data processing with the Law and Applicable Law in the field of personal data, personal data protection requirements, the policy on personal data processing, and internal documents; (d) assessing the harm that may be caused to personal data subjects in the event of a violation of Applicable Law on personal data protection, and the relationship between such harm and the measures taken to ensure fulfilment of the obligations provided for by the Law; (e) familiarizing employees directly involved in personal data processing with the provisions of Applicable Law on personal data, including personal data protection requirements, documents defining the policy on personal data processing, and internal documents on personal data processing, and/or training such employees;
• to take organizational and technical measures to protect personal data from unlawful or accidental access, destruction, modification, blocking, copying, distribution, and other unlawful actions, in particular: (a) identifying threats to the security of personal data during its processing in personal data information systems; (b) applying the organizational and technical measures to ensure the security of personal data during its processing in personal data information systems that are necessary to meet the personal data protection requirements, the fulfilment of which ensures the levels of protection established by the Government of the Russian Federation; (c) using information security tools that have passed the established conformity assessment procedure; (d) using, for the destruction of personal data, information security tools that have passed the established conformity assessment procedure and include a data destruction function; (e) assessing the effectiveness of the measures taken to ensure the security of personal data before commissioning a personal data information system; (f) keeping records of machine media containing personal data; (g) taking measures to detect possible unauthorized access to personal data and to block such access; (h) ensuring the recovery of personal data modified or destroyed as a result of unauthorized access; (i) establishing rules for access to personal data processed in the personal data information system, and ensuring registration and recording of all actions performed with personal data in that system; (j) monitoring the measures taken to ensure the security of personal data and the level of protection of the information systems in which the personal data entrusted for processing is processed;
• to ensure the recording, accumulation, storage, clarification (updating, modification), use, blocking, deletion and destruction of personal data of citizens of the Russian Federation using databases located in the territory of the Russian Federation;
• at the User’s request, including before processing personal data, to provide documents and other information confirming that the measures have been taken and the requirements of the Instruction, the Law and personal data legislation have been complied with. The Licensor responds to such a request within five working days of receiving it;
• to ensure the security of personal data during its processing;
• if the Licensor establishes the fact of unlawful or accidental transfer (provision, distribution, access) of personal data that has resulted in a violation of the rights of personal data subjects, to notify the User within 24 hours of detecting such an incident.
9.4.6. The User is solely responsible for ensuring the lawfulness of processing Subscribers’ personal data, which includes obtaining Subscribers’ consent, informing them of the terms of personal data processing, and determining the composition of personal data.
9.4.7. The Instruction is valid until the Agreement expires. The Licensor also stops processing and destroys personal data in the following cases: termination of the activities of either Party; a request from the User to destroy the personal data of a personal data subject (the Licensor may request evidence from the User confirming the grounds for destruction); or a demand from public authorities (with notice to the User).
9.4.8. If unlawful and/or unauthorized processing of personal data received from the User, including Subscribers’ personal data, is established and has resulted in a violation of the rights of personal data subjects, the User undertakes to notify the Licensor by e-mail as soon as possible and to take reasonably necessary actions to minimize the Parties’ losses and ensure the confidentiality of the subjects’ personal data.
9.5. The Licensor may engage third parties to perform the Agreement with respect to the processing of Subscribers’ personal data.
8.1. The Parties agree to treat information provided to each other under and in connection with the performance of the Agreement as confidential information that has commercial value and is declared as such by the disclosing party, unless otherwise follows from the provisions of the Agreement and its annexes.
8.2. The User undertakes to ensure the confidentiality of commercial or confidential information obtained in cooperation with the Licensor, and of Subscribers’ personal data.
8.3. The User may not publish or post any references to the details of cooperation with the Licensor without the Licensor’s prior written consent.
8.4. Each party receiving confidential information (the “Receiving Party”) from the other party (the “Disclosing Party”) may not disclose confidential information to anyone without the express written permission of the Disclosing Party and shall take all reasonable measures to protect the confidential information, including, in particular, the measures it takes to protect its own confidential information (trade secrets).
8.5. The Receiving Party undertakes to use confidential information solely for the purposes of performing the Agreement.
8.6. The confidentiality regime does not apply to the following information:
8.6.1. information that is or becomes publicly known through no fault of the Party that received it from the other Party to the Agreement, which must be confirmed by appropriate evidence;
8.6.2. information received by the Parties from third parties without an obligation to keep it confidential;
8.6.3. information whose disclosure is required by Applicable Law. Such information may be provided only to authorities with the relevant powers, in the manner provided for by the current legislation of the Russian Federation, and to the extent necessary.
8.7. The obligations established by the Agreement regarding the protection of confidential information are valid for three years from the transfer of confidential information by the Disclosing Party to the Receiving Party or, if this event cannot be determined, for two years from the last purchase of a License under the Agreement.
8.8. The Receiving Party is not liable for breach of this section of the Agreement in the form of lost profits or indirect losses. The Parties have determined that the amount of estimated losses in the event of a breach of this section by the Receiving Party is equal to the license fee for the last License Term preceding the breach of the confidentiality provisions.
9. Personal Data
9.1. The conclusion of the Agreement is the basis for processing the personal data of the User and its representatives in accordance with the Personal Data Processing Policy. Personal data specified in the Personal Account is processed by the Licensor on the basis of the Agreement for the purposes of its conclusion and performance.
9.2. By providing personal data through forms on the Website or in the Service, the User consents to its processing, including the Licensor’s performance of the actions provided for in Clause 3 of Article 3 of Federal Law No. 152-FZ of 27.07.2006 “On Personal Data” (the “Law”), in accordance with the consent to personal data processing and the Personal Data Processing Policy.
9.3. If the User transfers to the Licensor personal data of its representatives and/or employees, the User guarantees that it has obtained their consent to the transfer and processing of their personal data by the Licensor and has informed them of such processing.
9.4. The User, being an operator of personal data under the Law, instructs the Licensor to process Subscribers’ personal data, and the Licensor processes Subscribers’ personal data on behalf of the User (the “Instruction”) on the following terms.
9.4.1. Personal data is processed by the Licensor on behalf of the User for the purpose of performing the Agreement.
9.4.2. The Licensor may perform the following actions with personal data, with or without the use of automation tools: recording, accumulation, storage, clarification (updating, modification), use, provision, blocking, deletion and destruction.
9.4.3. The list of Subscribers’ personal data processed under the Instruction: e-mail address. The Licensor does not initiate, control or influence the composition of personal data transferred by the User beyond this list. If the list of Subscribers’ personal data changes, the User undertakes to provide the Licensor with a new instruction. If the User transfers personal data beyond this list, the User bears liability for, and any adverse consequences that the Licensor may suffer as a result of, such transfer. The User guarantees that Subscribers’ personal data has been obtained lawfully.
9.4.4. The User undertakes:
• before instructing the Licensor to process personal data, to obtain Subscribers’ consent to the processing of their personal data and its transfer to the Licensor for the purposes, to the extent and for the actions specified in the Instruction;
• to provide the Licensor with confirmation of Subscribers’ prior consent to the processing of personal data and its transfer to the Licensor within three working days of receiving the Licensor’s request; and, at a Subscriber’s request, to independently provide the Subscriber with information concerning the processing of their personal data;
• upon receiving a Subscriber’s request to clarify, block or destroy their personal data, to independently make the necessary changes to the Subscriber’s personal data in the Service;
• if the legal grounds for processing a Subscriber’s personal data cease to exist (including where the data subject withdraws or refuses to give consent to the processing of their personal data), to immediately send the Licensor an e-mail request to destroy the Subscriber’s personal data. The Licensor may request evidence from the User confirming the grounds for destruction of the personal data.
9.4.5. The Licensor undertakes:
• if a personal data subject contacts the Licensor with a request based on Article 14 of the Law, to inform the User accordingly;
• to comply with the principles and rules of personal data processing provided for by the Law, take the necessary measures to ensure fulfilment of the obligations provided for by the Law, and maintain the confidentiality of personal data;
• to take the necessary and sufficient measures to ensure compliance with the requirements of the Law, the regulations adopted under it, and the Licensor’s internal documents. Such measures include, in particular: (a) appointing a person responsible for organizing personal data processing; (b) issuing documents defining the policy on personal data processing, internal documents on personal data processing, and internal documents establishing procedures aimed at preventing and detecting violations of Applicable Law in the field of personal data and eliminating the consequences of such violations; (c) carrying out internal control and/or audit of the compliance of personal data processing with the Law and Applicable Law in the field of personal data, personal data protection requirements, the policy on personal data processing, and internal documents; (d) assessing the harm that may be caused to personal data subjects in the event of a violation of Applicable Law on personal data protection, and the relationship between such harm and the measures taken to ensure fulfilment of the obligations provided for by the Law; (e) familiarizing employees directly involved in personal data processing with the provisions of Applicable Law on personal data, including personal data protection requirements, documents defining the policy on personal data processing, and internal documents on personal data processing, and/or training such employees;
• to take organizational and technical measures to protect personal data from unlawful or accidental access, destruction, modification, blocking, copying, distribution, and other unlawful actions, in particular: (a) identifying threats to the security of personal data during its processing in personal data information systems; (b) applying the organizational and technical measures to ensure the security of personal data during its processing in personal data information systems that are necessary to meet the personal data protection requirements, the fulfilment of which ensures the levels of protection established by the Government of the Russian Federation; (c) using information security tools that have passed the established conformity assessment procedure; (d) using, for the destruction of personal data, information security tools that have passed the established conformity assessment procedure and include a data destruction function; (e) assessing the effectiveness of the measures taken to ensure the security of personal data before commissioning a personal data information system; (f) keeping records of machine media containing personal data; (g) taking measures to detect possible unauthorized access to personal data and to block such access; (h) ensuring the recovery of personal data modified or destroyed as a result of unauthorized access; (i) establishing rules for access to personal data processed in the personal data information system, and ensuring registration and recording of all actions performed with personal data in that system; (j) monitoring the measures taken to ensure the security of personal data and the level of protection of the information systems in which the personal data entrusted for processing is processed;
• to ensure the recording, accumulation, storage, clarification (updating, modification), use, blocking, deletion and destruction of personal data of citizens of the Russian Federation using databases located in the territory of the Russian Federation;
• at the User’s request, including before processing personal data, to provide documents and other information confirming that the measures have been taken and the requirements of the Instruction, the Law and personal data legislation have been complied with. The Licensor responds to such a request within five working days of receiving it;
• to ensure the security of personal data during its processing;
• if the Licensor establishes the fact of unlawful or accidental transfer (provision, distribution, access) of personal data that has resulted in a violation of the rights of personal data subjects, to notify the User within 24 hours of detecting such an incident.
9.4.6. The User is solely responsible for ensuring the lawfulness of processing Subscribers’ personal data, which includes obtaining Subscribers’ consent, informing them of the terms of personal data processing, and determining the composition of personal data.
9.4.7. The Instruction is valid until the Agreement expires. The Licensor also stops processing and destroys personal data in the following cases: termination of the activities of either Party; a request from the User to destroy the personal data of a personal data subject (the Licensor may request evidence from the User confirming the grounds for destruction); or a demand from public authorities (with notice to the User).
9.4.8. If unlawful and/or unauthorized processing of personal data received from the User, including Subscribers’ personal data, is established and has resulted in a violation of the rights of personal data subjects, the User undertakes to notify the Licensor by e-mail as soon as possible and to take reasonably necessary actions to minimize the Parties’ losses and ensure the confidentiality of the subjects’ personal data.
9.5. The Licensor may engage third parties to perform the Agreement with respect to the processing of Subscribers’ personal data.
10. Representations and Warranties
10.1. The User hereby represents to the Licensor, in accordance with Article 431.2 of the Civil Code of the Russian Federation, that:
10.1.1. when entering into the Agreement, the User has provided the Licensor with complete and accurate information about itself;
10.1.2. the conclusion of the Agreement does not violate any obligations of the User to third parties or the rights of third parties, including intellectual property rights;
10.1.3. the User will obtain prior consent to the processing of Subscribers’ personal data in accordance with Applicable Law. The User bears the risks associated with violation of personal data legislation, including the risk of liability to compensate the Licensor for any losses that the Licensor has incurred or could have incurred due to the User’s violation of the procedure for obtaining prior consent or of personal data legislation. The User undertakes to provide the Licensor with confirmation of Subscribers’ prior consent upon the Licensor’s first demand within one working day of receiving the Licensor’s request;
10.1.4. the User enters into the Agreement voluntarily and has not been misled as to the legal nature of the Agreement and/or the legal consequences that arise or may arise for the User in connection with its conclusion.
10.2. As of the date of conclusion of the Agreement:
10.2.1. the User has obtained all necessary approvals and consents to enter into the Agreement;
10.2.2. the User is not a participant (party) to any enforcement, administrative, civil, criminal, tax or other proceedings (cases) that would affect its ability to perform its obligations under the Agreement;
10.2.3. the User is not encumbered with property obligations that could prevent it from performing its obligations under the Agreement;
10.2.4. if necessary, at the Licensor’s request, the User will provide the documents and information that may be required by a Russian tax authority within two working days of receiving the Licensor’s request by e-mail;
10.2.5. the User, as well as persons that are interdependent with, affiliated with, or legally, economically or otherwise controlled by the User, persons belonging to the same group of persons as the User, and any co-contractors engaged by the User to perform the Agreement, are not interdependent with, affiliated with, or legally, economically or otherwise controlled by the Licensor, and have no conflict of interest with the Licensor. The Licensor does not influence and has no ability to influence the terms and results of the User’s economic activities, or to artificially create conditions for the use of tax preferences;
10.2.6. all terms of the Agreement are understood by the User without reservation and in full. The User has reviewed the information on the subject of the Agreement, the functioning of the Service, the Tariffs, and the terms and procedure for granting the License.
10.3. In entering into and performing the Agreement, the Licensor relies on the User’s representations set out in Clauses 10.1 and 10.2 of the Agreement. A breach by the User of the representations given is deemed a material breach of the Agreement.
10.4. The User consents to the Licensor:
10.4.1. posting information about the User’s trade name on the Website and in informational and marketing materials, including presentations, and advertising materials distributed by the Licensor;
10.4.2. publishing and publicly posting (regardless of the form of expression) information about the cooperation of the Parties;
10.4.3. referring to the User as a client of the Licensor, including in the media and in advertising, marketing and educational materials distributed by the Licensor to an unlimited number of persons, including at events (conferences, seminars, webinars, exhibitions, corporate and business meetings);
10.4.4. sending the User informational, reference and advertising mailings. The Licensor sends informational and advertising messages in the form of SMS messages, e-mail messages, voice messages, and in other forms and by other means. The User may opt out of such mailings in the Personal Account, by contacting Technical Support, or by unsubscribing upon receipt of an e-mail message.
10.4.5. The User undertakes to follow the rules for distributing and placing advertising materials:
10.4.5.1. placing advertising materials on websites and other resources that violate the legislation of the Russian Federation is prohibited;
10.4.5.2. using any ways and methods of attracting clients that violate the legislation of the Russian Federation is prohibited;
10.4.5.3. attracting users/clients by deception, in particular by providing false information and misleading them, is prohibited;
10.4.5.4. spam (sending advertising materials to persons who have not expressed a wish to receive them) is prohibited.
11. Liability of the Parties
11.1. If the User fails to pay the license fee on time, the User shall, at the Licensor’s request, pay a penalty of 0.1% of the license fee for the period of late payment for each day of delay until the obligations are actually fulfilled. This clause does not apply in cases of prepayment by the User.
11.2. If the User’s representations set out in Clauses 10.1 and 10.2 of the Agreement are inaccurate, or if the User fails to properly comply with the tax legislation of the Russian Federation or Applicable Law, including timely filing of tax returns and payment of taxes, submission of accurate tax reports, and performance of other obligations provided for by the tax legislation of the Russian Federation, the User shall compensate the Licensor in full for its losses and damages. The Licensor’s losses, damages and penalties are payable by the User within 10 working days of the Licensor presenting a corresponding written demand by e-mail.
11.3. The User bears full responsibility for the content and form of widgets; for the accuracy, reliability, completeness, lawfulness, quality and content of the information the User places in them; for the lawful use of trade names, logos, trademarks and service marks, commercial designations and other intellectual property and means of individualization; and for the presence in widgets of mandatory information required by Applicable Law.
11.4. If third parties raise any claims regarding materials and information distributed by the User through the Service, the User assumes full responsibility for considering and independently resolving such claims and undertakes to compensate the Licensor for all losses and damages incurred as a result of the User’s actions.
11.5. If claims or demands are made against the Licensor by third parties, including public authorities, in connection with the User’s failure to comply with laws and regulations, the User undertakes to assist the Licensor in resolving and settling such claims by sending the Licensor the documents and information that may be required, as well as the User’s assessment of the validity of the claims and proposals for their possible settlement. The User undertakes to assist the Licensor in resolving and settling claims in court. If the Licensor incurs losses and damages, the User undertakes, upon the Licensor’s demand, to compensate all such losses and damages within 10 (ten) working days of receiving the corresponding demand by e-mail. The amount of compensation is determined on the basis of documents confirming the Licensor’s payments to third parties in connection with such third-party claims.
11.6. The total liability of the Licensor for any type of losses, penalties and interest under the Agreement is limited to the amount of the license fee last paid by the User for a License Term as of the date of the breach.
11.7. If third parties bring claims against the User related to the User’s use of the Service in violation of third parties’ copyright or exclusive rights, the Licensor undertakes to compensate the User for the confirmed actual damage caused. The User shall promptly notify the Licensor of claims, demands and other appeals brought against the User by third parties. In the event of litigation on the grounds specified in this clause, the User undertakes to file a motion with the court considering the third parties’ claims to join the Licensor as a third party/defendant, and to give the Licensor control over negotiations with third parties and the conduct of the defense. The Parties shall act reasonably and in good faith to help minimize the Parties’ losses.
11.8. The Parties agree that the transmission of information over the Internet, including over secure channels in encrypted form, cannot be guaranteed to be protected from unauthorized access by third parties. Accordingly, the Licensor is not liable for any losses caused to the User as a result of unauthorized access by third parties to information during its transmission over the Internet.
11.9. The Licensor is not liable:
11.9.1. for the inability to provide access to the Service for reasons beyond its control, including reasons related to improper operation of equipment of the User or other persons, or failures in the operation of hardware and software systems or equipment of the User or third parties and/or data transmission channels outside the Licensor’s area of responsibility;
11.9.2. for the conduct of the User or the content of widgets and messages sent by the User (text and graphic content), which may be regarded, among other things, as spam and blocked by the Subscriber, by e-mail providers, or by relevant software;
11.9.3. for possible visual and functional differences in the operation of a widget in outdated or incompatible browser versions. The display of a Custom Widget may depend on the browser version used by the User;
11.9.4. for any losses incurred by the User due to incorrect configuration of widgets in the Service by the User, or due to changes in the User’s other information systems with which the Service interacts in the course of its operation;
11.9.5. for the inability to provide access to the Service for reasons beyond its control, including reasons related to improper operation of equipment of the User or other persons, or failures in the operation of hardware and software systems or equipment of the User or third parties and/or data transmission channels outside the Licensor’s area of responsibility.
11.10. The Licensor is not liable for any consequential or indirect losses or lost profits of the User and/or third parties related to the User’s use of the Service, regardless of whether the Licensor could have foreseen such losses.
11.11. The Licensor is not liable for the content of any data created, processed, transmitted and received by the User when using the Service, and does not compensate any losses caused by such data, its content or use to third parties and/or directly to the User.
11.12. If any third party brings claims against the Licensor based wholly or partly on the assertion that the Licensor’s exercise of its rights obtained under the Agreement is unlawful or violates the legitimate rights (interests) of any third party, the User undertakes to settle such claims independently and at its own expense and to compensate the Licensor in full for all losses incurred, unless the User proves that the claims were caused by unlawful actions of the Licensor.
10.1. The User hereby represents to the Licensor, in accordance with Article 431.2 of the Civil Code of the Russian Federation, that:
10.1.1. when entering into the Agreement, the User has provided the Licensor with complete and accurate information about itself;
10.1.2. the conclusion of the Agreement does not violate any obligations of the User to third parties or the rights of third parties, including intellectual property rights;
10.1.3. the User will obtain prior consent to the processing of Subscribers’ personal data in accordance with Applicable Law. The User bears the risks associated with violation of personal data legislation, including the risk of liability to compensate the Licensor for any losses that the Licensor has incurred or could have incurred due to the User’s violation of the procedure for obtaining prior consent or of personal data legislation. The User undertakes to provide the Licensor with confirmation of Subscribers’ prior consent upon the Licensor’s first demand within one working day of receiving the Licensor’s request;
10.1.4. the User enters into the Agreement voluntarily and has not been misled as to the legal nature of the Agreement and/or the legal consequences that arise or may arise for the User in connection with its conclusion.
10.2. As of the date of conclusion of the Agreement:
10.2.1. the User has obtained all necessary approvals and consents to enter into the Agreement;
10.2.2. the User is not a participant (party) to any enforcement, administrative, civil, criminal, tax or other proceedings (cases) that would affect its ability to perform its obligations under the Agreement;
10.2.3. the User is not encumbered with property obligations that could prevent it from performing its obligations under the Agreement;
10.2.4. if necessary, at the Licensor’s request, the User will provide the documents and information that may be required by a Russian tax authority within two working days of receiving the Licensor’s request by e-mail;
10.2.5. the User, as well as persons that are interdependent with, affiliated with, or legally, economically or otherwise controlled by the User, persons belonging to the same group of persons as the User, and any co-contractors engaged by the User to perform the Agreement, are not interdependent with, affiliated with, or legally, economically or otherwise controlled by the Licensor, and have no conflict of interest with the Licensor. The Licensor does not influence and has no ability to influence the terms and results of the User’s economic activities, or to artificially create conditions for the use of tax preferences;
10.2.6. all terms of the Agreement are understood by the User without reservation and in full. The User has reviewed the information on the subject of the Agreement, the functioning of the Service, the Tariffs, and the terms and procedure for granting the License.
10.3. In entering into and performing the Agreement, the Licensor relies on the User’s representations set out in Clauses 10.1 and 10.2 of the Agreement. A breach by the User of the representations given is deemed a material breach of the Agreement.
10.4. The User consents to the Licensor:
10.4.1. posting information about the User’s trade name on the Website and in informational and marketing materials, including presentations, and advertising materials distributed by the Licensor;
10.4.2. publishing and publicly posting (regardless of the form of expression) information about the cooperation of the Parties;
10.4.3. referring to the User as a client of the Licensor, including in the media and in advertising, marketing and educational materials distributed by the Licensor to an unlimited number of persons, including at events (conferences, seminars, webinars, exhibitions, corporate and business meetings);
10.4.4. sending the User informational, reference and advertising mailings. The Licensor sends informational and advertising messages in the form of SMS messages, e-mail messages, voice messages, and in other forms and by other means. The User may opt out of such mailings in the Personal Account, by contacting Technical Support, or by unsubscribing upon receipt of an e-mail message.
10.4.5. The User undertakes to follow the rules for distributing and placing advertising materials:
10.4.5.1. placing advertising materials on websites and other resources that violate the legislation of the Russian Federation is prohibited;
10.4.5.2. using any ways and methods of attracting clients that violate the legislation of the Russian Federation is prohibited;
10.4.5.3. attracting users/clients by deception, in particular by providing false information and misleading them, is prohibited;
10.4.5.4. spam (sending advertising materials to persons who have not expressed a wish to receive them) is prohibited.
11. Liability of the Parties
11.1. If the User fails to pay the license fee on time, the User shall, at the Licensor’s request, pay a penalty of 0.1% of the license fee for the period of late payment for each day of delay until the obligations are actually fulfilled. This clause does not apply in cases of prepayment by the User.
11.2. If the User’s representations set out in Clauses 10.1 and 10.2 of the Agreement are inaccurate, or if the User fails to properly comply with the tax legislation of the Russian Federation or Applicable Law, including timely filing of tax returns and payment of taxes, submission of accurate tax reports, and performance of other obligations provided for by the tax legislation of the Russian Federation, the User shall compensate the Licensor in full for its losses and damages. The Licensor’s losses, damages and penalties are payable by the User within 10 working days of the Licensor presenting a corresponding written demand by e-mail.
11.3. The User bears full responsibility for the content and form of widgets; for the accuracy, reliability, completeness, lawfulness, quality and content of the information the User places in them; for the lawful use of trade names, logos, trademarks and service marks, commercial designations and other intellectual property and means of individualization; and for the presence in widgets of mandatory information required by Applicable Law.
11.4. If third parties raise any claims regarding materials and information distributed by the User through the Service, the User assumes full responsibility for considering and independently resolving such claims and undertakes to compensate the Licensor for all losses and damages incurred as a result of the User’s actions.
11.5. If claims or demands are made against the Licensor by third parties, including public authorities, in connection with the User’s failure to comply with laws and regulations, the User undertakes to assist the Licensor in resolving and settling such claims by sending the Licensor the documents and information that may be required, as well as the User’s assessment of the validity of the claims and proposals for their possible settlement. The User undertakes to assist the Licensor in resolving and settling claims in court. If the Licensor incurs losses and damages, the User undertakes, upon the Licensor’s demand, to compensate all such losses and damages within 10 (ten) working days of receiving the corresponding demand by e-mail. The amount of compensation is determined on the basis of documents confirming the Licensor’s payments to third parties in connection with such third-party claims.
11.6. The total liability of the Licensor for any type of losses, penalties and interest under the Agreement is limited to the amount of the license fee last paid by the User for a License Term as of the date of the breach.
11.7. If third parties bring claims against the User related to the User’s use of the Service in violation of third parties’ copyright or exclusive rights, the Licensor undertakes to compensate the User for the confirmed actual damage caused. The User shall promptly notify the Licensor of claims, demands and other appeals brought against the User by third parties. In the event of litigation on the grounds specified in this clause, the User undertakes to file a motion with the court considering the third parties’ claims to join the Licensor as a third party/defendant, and to give the Licensor control over negotiations with third parties and the conduct of the defense. The Parties shall act reasonably and in good faith to help minimize the Parties’ losses.
11.8. The Parties agree that the transmission of information over the Internet, including over secure channels in encrypted form, cannot be guaranteed to be protected from unauthorized access by third parties. Accordingly, the Licensor is not liable for any losses caused to the User as a result of unauthorized access by third parties to information during its transmission over the Internet.
11.9. The Licensor is not liable:
11.9.1. for the inability to provide access to the Service for reasons beyond its control, including reasons related to improper operation of equipment of the User or other persons, or failures in the operation of hardware and software systems or equipment of the User or third parties and/or data transmission channels outside the Licensor’s area of responsibility;
11.9.2. for the conduct of the User or the content of widgets and messages sent by the User (text and graphic content), which may be regarded, among other things, as spam and blocked by the Subscriber, by e-mail providers, or by relevant software;
11.9.3. for possible visual and functional differences in the operation of a widget in outdated or incompatible browser versions. The display of a Custom Widget may depend on the browser version used by the User;
11.9.4. for any losses incurred by the User due to incorrect configuration of widgets in the Service by the User, or due to changes in the User’s other information systems with which the Service interacts in the course of its operation;
11.9.5. for the inability to provide access to the Service for reasons beyond its control, including reasons related to improper operation of equipment of the User or other persons, or failures in the operation of hardware and software systems or equipment of the User or third parties and/or data transmission channels outside the Licensor’s area of responsibility.
11.10. The Licensor is not liable for any consequential or indirect losses or lost profits of the User and/or third parties related to the User’s use of the Service, regardless of whether the Licensor could have foreseen such losses.
11.11. The Licensor is not liable for the content of any data created, processed, transmitted and received by the User when using the Service, and does not compensate any losses caused by such data, its content or use to third parties and/or directly to the User.
11.12. If any third party brings claims against the Licensor based wholly or partly on the assertion that the Licensor’s exercise of its rights obtained under the Agreement is unlawful or violates the legitimate rights (interests) of any third party, the User undertakes to settle such claims independently and at its own expense and to compensate the Licensor in full for all losses incurred, unless the User proves that the claims were caused by unlawful actions of the Licensor.
12. Force Majeure
12.1. The Parties are released from liability for partial or complete non-performance of their obligations under the Agreement if such non-performance results from force majeure circumstances that arose after the conclusion of the Agreement as a result of extraordinary events that the Parties could neither foresee nor prevent by reasonable measures, including earthquakes, fires, floods and other natural disasters, epidemics, accidents, explosions, military operations, failure of communications or information systems (including hacking), cyber attacks, DDoS attacks, acts of public authorities directly affecting the subject of this Agreement, and economic sanctions or restrictions imposed by the USA, the European Union or other unfriendly countries included in the list approved by the relevant order of the Government of the Russian Federation, that affect the Parties’ performance of their obligations under the Agreement or make such performance impossible. The Parties shall take all possible measures to perform their obligations, including by postponing the performance deadline to a period agreed by the Parties.
12.2. The Parties undertake to inform each other within five working days of the occurrence of force majeure circumstances. The Licensor notifies the User of force majeure circumstances by posting news on the Website and/or by e-mail and/or in the Personal Account.
12.3. If force majeure circumstances last for more than three months from their occurrence, either Party may unilaterally withdraw from the Agreement without any liability measures being applied to it. For the duration of force majeure circumstances, the Parties shall agree on the format of interaction and settlements separately.
13. Anti-Corruption Clause
13.1. The Parties acknowledge and confirm that each Party adheres to a policy of zero tolerance for bribery and corruption, which implies a complete prohibition on corrupt actions and on making any payments to employees, affiliates or other persons intended to simplify formalities related to business activities or to speed up the resolution of cooperation matters.
13.2. In performing their obligations under the Agreement, the Parties, their affiliates, employees or intermediaries do not pay, offer to pay or authorize the payment of any money or valuables, directly or indirectly, to any persons to influence the actions or decisions of such persons in order to obtain any undue advantage or achieve other unlawful purposes; do not perform actions qualified by Applicable Law as giving/receiving a bribe or commercial bribery; and do not perform other actions that violate the requirements of Applicable Law and international acts on combating corruption.
13.3. If a Party suspects that a breach of the provisions of this section has occurred or may occur, it undertakes to notify the other Party in writing by e-mail. In the notice, the Party must refer to facts or provide materials reliably confirming or giving grounds to believe that a breach of any provisions of this section has occurred or may occur by the other Party, its affiliates, employees or intermediaries. The Party receiving such notice shall consider it and inform the other Party of the results within 3 (three) working days of the date of receipt.
13.4. The Parties guarantee a proper investigation of breaches of the provisions of this section of the Agreement in compliance with the principles of confidentiality, the application of effective measures to prevent possible conflict situations, and the absence of negative consequences both for the notifying Party as a whole and for specific employees of the notifying Party who reported the breaches.
14. Dispute Resolution
14.1. All disputes and disagreements arising in the course of performance of the Agreement shall be resolved through a pre-trial claim procedure. The period for considering a claim is 15 working days of its receipt.
14.2. Claims and responses to claims are sent to the Licensor at the e-mail address contact@leadplan.ru.
14.3. If a dispute between the Parties cannot be resolved through the claim procedure, it shall be referred to the Arbitration Court (Arbitrazh Court) at the Licensor’s location.
15. Term of the Agreement; Amendment and Termination
15.1. The Agreement is deemed concluded and enters into force upon acceptance of the Offer and remains in effect until the Parties have fulfilled all their obligations.
15.2. The Licensor reserves the right to amend and/or supplement the Agreement at any time by publishing a new version on the Website. Amendments to a previously concluded Agreement take effect from the date of publication of the new version of the Agreement, unless otherwise specified in the Agreement. The User independently monitors such amendments to the Agreement. The User’s failure to review the amendments and terms of the Agreement is not grounds for non-performance.
15.3. The Parties may terminate this Agreement by mutual agreement.
15.4. The Licensor may unilaterally withdraw from the Agreement out of court if the User breaches any of its terms.
15.5. The User may not withdraw from the Agreement after the License has been granted.
16. Miscellaneous
16.1. Within five working days of a change in its details, the User undertakes to send the Licensor a notice to Technical Support, together with supporting documents.
16.2. Legally significant communications are exchanged via the e-mail address specified by the User upon registration of the Personal Account, notices in the Personal Account, notices on the Website, and other means provided for by the Agreement. The Licensor reserves the right to use any mailbox with an address in the @leadplan.ru domain.
16.3. The Parties recognize the legal force of electronic correspondence if documents and information on the performance of the Agreement were sent to the e-mail addresses, or by other means of remote communication, specified in the Agreement and its Annexes. Such electronic correspondence is recognized by the Parties as legally significant communications.
16.4. The Agreement, the primary accounting documents specified in the Agreement, and notices or other documents arising in connection with its conclusion, performance, amendment and termination are drawn up in writing. The Parties recognize the written form as complied with in the following cases:
16.4.1. Documents are drawn up on paper with handwritten signatures and original seal impressions.
16.4.2. Electronic documents are drawn up with an enhanced qualified electronic signature. Documents are exchanged using qualified electronic document management (EDM) systems (for example, Diadoc, Tensor, etc.). Electronic documents signed in an EDM system are equivalent to documents signed on paper.
If either Party is unable to exchange electronic documents for 48 hours, including, without limitation, due to the lack of technical capability for electronic document management, exchange via EDM is suspended. The Party unable to use EDM shall immediately notify the other Party of this and shall also notify it when electronic document management is restored. From receipt of the notice that electronic document management is unavailable until receipt of the notice of its restoration, the Parties exchange documents drawn up in accordance with the Agreement as before they began using EDM.
The Parties have agreed that, for all documents signed with an enhanced qualified electronic signature that enter into force on the date of signing, if the date of signing does not match the date shown at the top of the first page of the document, the Parties apply the rules of Clause 2 of Article 425 of the Civil Code of the Russian Federation and consider that the terms of such documents apply to the Parties’ relations arising from the date the documents are signed by both Parties.
16.4.3. Documents are drawn up on paper with original signatures and seals, and electronic images of the originals (scanned copies) are then sent to the e-mail addresses.
17. Licensor Details
• Pismo LLC (OOO «Pismo»)
• General Director: Daniil Igorevich Sosnin
• OGRN (Primary State Registration Number): 1167847127909
• INN/KPP (Taxpayer ID / Tax Registration Reason Code): 7811602601/784201001
• Registered and postal address: premises 9-N, Letter A, 8 Khersonskaya St., Smolninskoye Municipal District, Saint Petersburg, 191024, Russian Federation
• Technical support e-mail: help@leadplan.ru
• E-mail for administrative and legal matters: contact@leadplan.ru
• Settlement account: 40702810210000005273
• Bank: Tinkoff Bank (JSC)
• Correspondent account: 30101810145250000974
• BIC: 044525974
12.1. The Parties are released from liability for partial or complete non-performance of their obligations under the Agreement if such non-performance results from force majeure circumstances that arose after the conclusion of the Agreement as a result of extraordinary events that the Parties could neither foresee nor prevent by reasonable measures, including earthquakes, fires, floods and other natural disasters, epidemics, accidents, explosions, military operations, failure of communications or information systems (including hacking), cyber attacks, DDoS attacks, acts of public authorities directly affecting the subject of this Agreement, and economic sanctions or restrictions imposed by the USA, the European Union or other unfriendly countries included in the list approved by the relevant order of the Government of the Russian Federation, that affect the Parties’ performance of their obligations under the Agreement or make such performance impossible. The Parties shall take all possible measures to perform their obligations, including by postponing the performance deadline to a period agreed by the Parties.
12.2. The Parties undertake to inform each other within five working days of the occurrence of force majeure circumstances. The Licensor notifies the User of force majeure circumstances by posting news on the Website and/or by e-mail and/or in the Personal Account.
12.3. If force majeure circumstances last for more than three months from their occurrence, either Party may unilaterally withdraw from the Agreement without any liability measures being applied to it. For the duration of force majeure circumstances, the Parties shall agree on the format of interaction and settlements separately.
13. Anti-Corruption Clause
13.1. The Parties acknowledge and confirm that each Party adheres to a policy of zero tolerance for bribery and corruption, which implies a complete prohibition on corrupt actions and on making any payments to employees, affiliates or other persons intended to simplify formalities related to business activities or to speed up the resolution of cooperation matters.
13.2. In performing their obligations under the Agreement, the Parties, their affiliates, employees or intermediaries do not pay, offer to pay or authorize the payment of any money or valuables, directly or indirectly, to any persons to influence the actions or decisions of such persons in order to obtain any undue advantage or achieve other unlawful purposes; do not perform actions qualified by Applicable Law as giving/receiving a bribe or commercial bribery; and do not perform other actions that violate the requirements of Applicable Law and international acts on combating corruption.
13.3. If a Party suspects that a breach of the provisions of this section has occurred or may occur, it undertakes to notify the other Party in writing by e-mail. In the notice, the Party must refer to facts or provide materials reliably confirming or giving grounds to believe that a breach of any provisions of this section has occurred or may occur by the other Party, its affiliates, employees or intermediaries. The Party receiving such notice shall consider it and inform the other Party of the results within 3 (three) working days of the date of receipt.
13.4. The Parties guarantee a proper investigation of breaches of the provisions of this section of the Agreement in compliance with the principles of confidentiality, the application of effective measures to prevent possible conflict situations, and the absence of negative consequences both for the notifying Party as a whole and for specific employees of the notifying Party who reported the breaches.
14. Dispute Resolution
14.1. All disputes and disagreements arising in the course of performance of the Agreement shall be resolved through a pre-trial claim procedure. The period for considering a claim is 15 working days of its receipt.
14.2. Claims and responses to claims are sent to the Licensor at the e-mail address contact@leadplan.ru.
14.3. If a dispute between the Parties cannot be resolved through the claim procedure, it shall be referred to the Arbitration Court (Arbitrazh Court) at the Licensor’s location.
15. Term of the Agreement; Amendment and Termination
15.1. The Agreement is deemed concluded and enters into force upon acceptance of the Offer and remains in effect until the Parties have fulfilled all their obligations.
15.2. The Licensor reserves the right to amend and/or supplement the Agreement at any time by publishing a new version on the Website. Amendments to a previously concluded Agreement take effect from the date of publication of the new version of the Agreement, unless otherwise specified in the Agreement. The User independently monitors such amendments to the Agreement. The User’s failure to review the amendments and terms of the Agreement is not grounds for non-performance.
15.3. The Parties may terminate this Agreement by mutual agreement.
15.4. The Licensor may unilaterally withdraw from the Agreement out of court if the User breaches any of its terms.
15.5. The User may not withdraw from the Agreement after the License has been granted.
16. Miscellaneous
16.1. Within five working days of a change in its details, the User undertakes to send the Licensor a notice to Technical Support, together with supporting documents.
16.2. Legally significant communications are exchanged via the e-mail address specified by the User upon registration of the Personal Account, notices in the Personal Account, notices on the Website, and other means provided for by the Agreement. The Licensor reserves the right to use any mailbox with an address in the @leadplan.ru domain.
16.3. The Parties recognize the legal force of electronic correspondence if documents and information on the performance of the Agreement were sent to the e-mail addresses, or by other means of remote communication, specified in the Agreement and its Annexes. Such electronic correspondence is recognized by the Parties as legally significant communications.
16.4. The Agreement, the primary accounting documents specified in the Agreement, and notices or other documents arising in connection with its conclusion, performance, amendment and termination are drawn up in writing. The Parties recognize the written form as complied with in the following cases:
16.4.1. Documents are drawn up on paper with handwritten signatures and original seal impressions.
16.4.2. Electronic documents are drawn up with an enhanced qualified electronic signature. Documents are exchanged using qualified electronic document management (EDM) systems (for example, Diadoc, Tensor, etc.). Electronic documents signed in an EDM system are equivalent to documents signed on paper.
If either Party is unable to exchange electronic documents for 48 hours, including, without limitation, due to the lack of technical capability for electronic document management, exchange via EDM is suspended. The Party unable to use EDM shall immediately notify the other Party of this and shall also notify it when electronic document management is restored. From receipt of the notice that electronic document management is unavailable until receipt of the notice of its restoration, the Parties exchange documents drawn up in accordance with the Agreement as before they began using EDM.
The Parties have agreed that, for all documents signed with an enhanced qualified electronic signature that enter into force on the date of signing, if the date of signing does not match the date shown at the top of the first page of the document, the Parties apply the rules of Clause 2 of Article 425 of the Civil Code of the Russian Federation and consider that the terms of such documents apply to the Parties’ relations arising from the date the documents are signed by both Parties.
16.4.3. Documents are drawn up on paper with original signatures and seals, and electronic images of the originals (scanned copies) are then sent to the e-mail addresses.
17. Licensor Details
• Pismo LLC (OOO «Pismo»)
• General Director: Daniil Igorevich Sosnin
• OGRN (Primary State Registration Number): 1167847127909
• INN/KPP (Taxpayer ID / Tax Registration Reason Code): 7811602601/784201001
• Registered and postal address: premises 9-N, Letter A, 8 Khersonskaya St., Smolninskoye Municipal District, Saint Petersburg, 191024, Russian Federation
• Technical support e-mail: help@leadplan.ru
• E-mail for administrative and legal matters: contact@leadplan.ru
• Settlement account: 40702810210000005273
• Bank: Tinkoff Bank (JSC)
• Correspondent account: 30101810145250000974
• BIC: 044525974