You Must Read and Accept the Terms of Service

Subject to clause 435 of the Civil Code of the Russian Federation these terms of service for provision of access to the personal area function on the Licensor’s website (hereinafter – the Terms) constitute an offer addressed to an unlimited number of legal entities and upon their acceptance by the License shall become an agreement for provision of the Service between them.

The Limited Liability Company “ZAMPA” (hereinafter – the “Licensor”), represented by its Director General Nikolay Alexandrovich Kuybida acting by virtue of the Charter, of the one part, and the legal entity (hereinafter – the “Licensee”), of the other part, have entered into this License Agreement (hereinafter – the “Agreement”) as follows:

Terms and Definitions
1. Offer – a public offer of the Licensor to conclude this Agreement with it addressed to any person.
2. Acceptance – full and unconditional acceptance by the Licensee of the terms and conditions of this Agreement.
3. Licensor – the legal entity LLC “ZAMPA”, which holds exclusive rights to the Provided Product (the rights holder) and has concluded an agreement with the Licensee granting the rights to use the Provided Product.
4. Licensee – a legal entity, which has concluded the Agreement with the Licensor on the terms and conditions of the offer.
5. Ordinary (non-exclusive) license – grant of the right to use the Provided Product to the Licensee while reserving the Licensor’s right to issue licenses to other persons.
6. Provided Product (Product) – the website https://10cups.ru/ with the personal area function to be used by the Licensee.
7. Functional Module (Personal Area) – a set of functions of the Product provided subject to the Terms of this offer.
Subject of Agreement
1. Licensor shall grant to the Licensee the right to use the Product subject to an ordinary (non-exclusive) license in the order set forth by this Agreement, and the Licensor shall pay to the Licensee the remuneration provided for hereby. The right of use shall be granted subject to compliance by the Licensee with the following terms and conditions:
  1. The Licensee shall choose the option to “Accept the Terms of Offer” during registration of the Personal Area on the Licensor’s website https://10cups.ru/ and/or send a written statement of acceptance of the offer.
  2. The Licensee shall pay the license fee subject to the Terms of this Agreement.
2. The non-exclusive license to use the Provided Product shall include the right to use the Product limited to the right to access the personal area and customize the Product inside the personal area.
3. The Licensor reserves the right to use the Product at its own discretion and deal with the exclusive right to the Product held by it by granting the right to use the Product to other persons.
4. The Licensee may not grant the right to use the Product acquired pursuant to this Agreement subject to an ordinary (non-exclusive) sublicense to any third parties without written consent of the Licensor.
  If such consent is obtained the Licensee shall be liable to the Licensor for the actions of the sublicensee.
5. The Provided Product may be used both in the territory of the Russian Federation and outside its borders without any territorial limitations.
Price and Order of Payment
1. The Licensee undertakes to pay the Licensor a remuneration (license fee) for the rights to use the Provided Product granted subject to this Agreement.
2. The license fee shall be determined subject to the terms (tariffs), the list and scope of which shall be available from the personal area located within the Provided Product (https://10cups.ru/).
  1. Any additionally required scope of services for the functions of the Functional Module (Personal Area) beyond the limits of selected terms (tariff) or not included in the same may be ordered by the Licensee by applying to the Licensor in writing (including by electronic correspondence). Negotiation of such terms may be conducted by means of electronic document exchange (e-mail) with subsequent postal exchange of such documents.
3. The Functional Module (Personal Area) of the Provided Product shall be activated by the Licensee by registering for the Personal Area function.
4. The license fees for the grant of rights to use the Provided Product shall be exempt from the VAT subject to subclause 26, clause 2, article 149 of the Tax Code of the Russian Federation.
5. The remuneration shall be paid in the form of advance payments for the current month. In the event of failure to pay the remuneration the Licensor may restrict the access to using the Provided Product.
  In such event the license fee shall be accrued during the whole period of restricted access to the Product.
  1. The payment shall be made subject to an invoice issued by the Licensor (including a scanned invoice sent to the electronic address specified by the Licensee in the Personal Area, or posted inside the Licensee’s Personal Area by the Licensor). Payment of the remuneration by the Licensee shall warrant grant to the Licensee of the right to use the Product subject to an ordinary (non-exclusive) license in the order set forth by this Agreement without any objections or claims.
  2. The payment date shall be the date on which the funds are credited to the Licensor’s account.
  3. No fees charged by banks (financial institutions) with respect to payments made by the Licensee shall be compensated by the Licensor.
    If within 2 (two) months from the moment of restriction of the access to the Provided Product the Licensee fails to eliminate the cause for such restriction this Agreement shall be deemed terminated. Any arrears in payments by the Licensee shall be recovered in the order set forth by the legislation and this Agreement (clause 7.7 hereof).
6. The means of payment are published on the Licensor’s website https://10cups.ru/
7. If the Licensor makes a payment for a longer (more than one month) period of provision of the Product and the Licensor unilaterally refuses to use the Product, the funds paid in excess of the required use period shall be returned by the Licensor to the settlement account of the Licensee within 10 business days from moment of receipt by the Licensor of the written statement of refusal to use the Product sent by post or e-mail (scan of a document allowing to recognize declaration of will; with seal and signature of the chief executive officer). The period of use of the Product shall be determined in periods of one (1) calendar month, regardless of the number of days of use in such period.
8. In accordance with the legislation of the Russian Federation the parties shall be liable for payment of all taxes, charges and other expenses in connection with the conclusion and performance of this Agreement independently.
Grant of Rights
1. The rights to use the Provided Product shall be granted by the Licensor within 1 (one) business day after the conclusion of this Agreement and subject to crediting of the license fee to the Licensor’s customer account.
2. All independent actions of the Licensee within the Personal Area shall be deemed as orders of the Licensee requesting to change the Terms of the Agreement. Each such order shall be considered equivalent to a written application of the Licensee to be accepted by the Licensor and shall result in a change of the Terms of the current Agreement in force.
  The rights to use the Provided Product granted subject to the Agreement shall terminate upon provision to the Licensor of a different version of the same Provided Product.
3. The Product shall be provided to the Licensee for use on an “as-is” basis, which implies the following:
  - The Licensee is aware of the key functional features of the Product in respect of which the rights of use are granted,
  - The Licensee shall bear any risks related to the fitness of the Provided Product for its intent and needs, as well as any risks related to the fitness of the terms and scope of the provided rights to its intent and needs.
  - The Licensor shall not be liable for any losses or damage, regardless of their cause (including any special, accidental or indirect damage, loss of profit, loss in connection with interruption of commercial or production activities, loss of business information, negligence or any other loss), arising from the use or inability to use the Provided Product.
4. The Licensee shall be obliged to monitor the use of the Provided Product subject to the Terms of this Agreement and ensure secure storage of the Product. The Licensor may, acting in accordance with the current legislation, verify performance of the obligations undertaken by the Licensee under this Agreement.
5. Use of the Licensee’s exclusive rights.
Liability of the Parties
1. The Parties shall be liable for non-performance or undue performance of the obligations hereunder in accordance with the current legislation.
2. In the event of failure by the Licensee to comply with the terms and conditions of this Agreement, it shall be deemed to have violated the copyright. The Licensee shall bear civil, administrative and/or criminal liability for any violation of the copyright for the Provided Product subject to the legislation of the Russian Federation.
3. The Licensor hereby guarantees that:
  1. as of the moment of conclusion of this Agreement it holds exclusive rights to the Product in their entirety and that no obstacles exist for the grant of the right to use the Product to the Licensee subject to this Agreement;
  2. as of the moment of conclusion of this Agreement the exclusive rights to the Product are not in pledge or encumbered in any other way, and no exclusive licenses for their use are granted to any third parties;
  3. as of the moment of this Agreement coming into force the Licensor is unaware of any third party rights that might be violated through execution of this Agreement;
  4. as of the moment of conclusion of this Agreement the Licensor’s rights to the Product are not a subject of any dispute in court or any other bodies authorized to pass decisions which might affect the status of such rights;
4. The Licensee guarantees compliance with the Licensor’s rights under this Agreement and the rules and other provisions published at the following address https://10cups.ru/.
5. In the event of any force majeure circumstances, including adoption of state power acts or other by-laws, military actions, natural disasters, which render provision of the Product impossible, the Licensor reserves the right to terminate (restrict) access to the Product and shall not be liable for any damage (harm) arising from such causes.
Anti-Corruption Clause (Anti-Corruption Policy)
1. In the course of performance of their obligations hereunder the parties, their employees, representatives or affiliated parties shall not pay, offer to pay or authorize payment of any funds or other valuables to any parties in order to influence their actions or decisions with the intent to gain any illegal advantage or for any other illegal purposes. In the course of performance of this Agreement the parties, their employees, representatives or affiliated parties shall also not carry out any actions qualified by the Russian legislation as extortion of a bribe or object of commercial bribery, commercial bribery, mediation in commercial bribery, giving of or receiving a bribe, mediation in bribery, abuse of official authority, illegal remuneration on behalf of a legal entity.
2. By entering into this Agreement the Licensee acknowledges its willingness to comply with the requirements of the anti-corruption policy, and also acknowledges that it has reviewed said policy and confirms and guarantees that it fully understands the provisions of the same, and it undertakes to ensure compliance with the policy requirements both of its own part and of the parts of its affiliated natural persons and legal entities, including, without limitation, owners, officials, employees and agents.
3. In the event that any of the parties has any suspicions that the terms of this policy have been or might be violated in the future, such party undertakes to notify the other party to such effect immediately in writing. Such notice shall provide facts or evidence confirming or suggesting that the violation has occurred or might occur in the future. Upon receipt of the notice the receiving party shall within 10 calendar days send a reply to the effect that such violation has not occurred or will not occur.
4. The performance obligations under this Agreement shall be suspended from the moment of sending of a notice specified in clause 6.3 hereof by any of the parties until a reply has been received.
5. If a violation of the obligations set forth in this section has been confirmed by the other party or otherwise if no reply to the notice has been received, the party may unilaterally repudiate the Agreement by sending a written notice of termination.
Confidentiality
1. Except for the cases where it may be required by the legislation of the Russian Federation the Parties undertake to keep confidential and not disclose the contents of this Agreement to any third parties without prior consent of the other Party. The Parties undertake to ensure that their employees and members of the corporate management bodies shall maintain confidentiality of this Agreement. The Parties shall immediately notify one another of any facts of disclosure of the information under this Agreement or in connection therewith to any third parties, with the exception of such specified in this clause, and also of any events that pose or might pose a risk to the confidentiality of this Agreement.
2. The fact of existence of this Agreement shall not constitute confidential information and may be disclosed by the Parties to any third parties.
3. Each of the Parties may independently make any written or oral statements in respect of the fact of conclusion of this Agreement, including press-releases, announcements or public statements, unless a different order of making public statements is agreed upon by the Parties in writing.
Disputes. Claims.
1. In the event of any dispute arising between the Parties in connection with the conclusion, performance or termination of this Agreement, the Parties shall follow the claim procedure in accordance with which the Party claiming that a breach of the Agreement has occurred shall send to the breaching Party a written claim subject to clause 8.2 hereof. If the breaching Party fails to eliminate such breach within 15 (fifteen) days after the receipt of such claim, the dispute shall be settled in the competent court of the Russian Federation at the venue of the Licensor.
2. Any requests and/or notices and/or claims hereunder shall be sent in writing by registered mail with notification of delivery, or by a courier or courier mail service, or shall be delivered to a representative of the Party against written acknowledgement of receipt, or sent in electronic form by e-mail, or sent to the postal.
3. The Parties shall notify one another in writing of any changes of their registered address, banking details, telephone numbers, e-mail addresses within 10 (ten) days from the moment of occurrence of such change. If no written notice of an address change has been given, any notices and/or claims sent to the previously known addresses shall be deemed to have been duly sent, delivered and received, even if the receiving Party is no longer located at the address it previously provided.
4. The Licensor may unilaterally repudiate this Agreement by sending a prior written notice to the Licensee 30 (thirty) days before the date of such repudiation.
5. Termination of this Agreement shall result in termination of all the rights and obligations of the Parties subject to the legislation of the Russian Federation.
6. The Parties acknowledge that in the event of termination of this Agreement neither of the Parties hereunder shall claim from the other Party reimbursement of any losses, liabilities or expenses arising from the conclusion, performance or termination of this Agreement.
7. Any prior oral or written agreements, correspondence or negotiations pertaining to the subject of this Agreement shall be deemed void from the date of acceptance hereof.
8. The Parties shall exercise their best endeavours to settle any disputes, arising between them due to any issues regarding the interpretation, conclusion, performance, violation or existence of this Agreement, by way of friendly negotiation based on the principles of good faith and solidarity of intent of the Parties.
9. The Parties hereby acknowledge the priority of the Russian legislation as governing the terms and conditions of this Agreement.
Force Majeure.
1. The Parties shall be deemed free of any liability for non-performance of the obligations hereunder in part or in full, if such non-performance is caused by force majeure circumstances. Force majeure circumstances shall mean any circumstances occurring after the conclusion of this Agreement caused by any force majeure events which the Parties are unable to foresee or prevent by any reasonable measures.
  Such force majeure events shall include floods, fires, earthquakes or any other natural disasters, as well as wars, military actions, acts or actions of state authorities, or any other circumstances beyond reasonable control of the Parties.
2. Upon occurrence of the circumstances specified in clause 9.1 the Party shall immediately notify the other Party to such effect in writing. The notice shall include details on the nature of such circumstances and, if possible, an assessment of their impact on the performance by the Party of its obligations hereunder and the terms of performance of the same.
3. In the event of termination of the obligations subject to clause 9.1, the Party shall immediately notify the other Party to such effect in writing. The notice shall specify the expected term of performance of the obligations hereunder.
4. If a Party fails to send entirely or fails to send in due time the notice provided for by clauses 9.2 and 9.3, such Party shall reimburse the other Party for any losses cause by failure to notify the same entirely or in due time.
5. The Party referring to any circumstances specified in clause 9.1 shall within a reasonable amount of time provide to the other Party at its request a certificate from the Chamber of Commerce or any other competent authority confirming such circumstances.
6. In the events provided for by clause 9.1 the term of performance of the obligations hereunder shall be prolonged with respect to the period during which such circumstances and their consequences are in effect.
7. In cases where the circumstances provided for by clause 9.1 and their consequences remain in effect for more than 3 months or where, upon occurrence of such circumstances, it becomes evident that such circumstances and their consequences will remain in effect for longer than said period, the Parties shall as soon as possible negotiate to find any mutually acceptable alternative means to perform this Agreement and reach such an agreement. At the same time any of the Parties may repudiate further performance of this Agreement. In such case each of the Parties shall return to the other Party any things received hereunder. No losses shall be reimbursed.
Warranties and representations.
1. The Parties are entering into this Agreement relying upon the representations (article 431.2 of the Civil Code of the Russian Federation) stated below and made by the Parties on the date of conclusion of this Agreement.
2. If any of the representations made and (or) confirmed by one of the Parties hereunder shall be found to be false, the other Party may unilaterally repudiate this Agreement (performance thereof) and claim reimbursement of any losses incurred by it in connection with such false representation.
3. The Parties hereby represent and warrant that:
  1. Each of the Parties is carrying out its activities in accordance with the legislation of the Russian Federation.
  2. Each of the Parties has the legal capacity and authority to conclude and perform this Agreement.
  3. The conclusion of this Agreement shall not violate any legislative provisions or regulations of the Russian Federation or, if applicable, constituent documents of either of the Parties, or any other obligations of the Parties to third parties.
  4. Representatives of the Parties accepting the Agreement have sufficient powers to act on behalf of their respective Parties, duly confirmed and registered in accordance with the requirements of the legislation of the Russian Federation, including such pertaining to the conclusion and performance of this Agreement.
  5. The Parties are able and undertake to perform their obligations under this Agreement.
  6. The Parties are not bound by any obligations, failure to perform which might adversely affect the ability of the Parties to perform their obligations hereunder.
  7. All actual information provided by the Parties to one another in connection with the preparation, conclusion and performance of this Agreement is true and accurate as of the date of its provision and shall remain the same throughout the period of time required for due performance by the Parties of the entirety of their obligations undertaken hereunder.
  8. The true and accurate nature of the representations provided for by this article shall be deemed material for the purposes of conclusion and performance of this Agreement by the Parties.
  9. The Parties hereby acknowledge that they are aware of the fact that in concluding this Agreement they rely and will rely on the representations provided and (or) confirmed subject hereto.
Miscellaneous
1. This Agreement shall be deemed concluded and shall come into force from the moment of acceptance of all its the terms and conditions in full, subject to clause 2.1 hereof, and shall remain effective for an indefinite period of time.
2. The terms and conditions of this Agreement shall extend to any revised versions of the Product used by the Licensee, as well as any additions to or updates of any functions or modules of the Product ordered and paid for by the Licensee, which the Licensor may provide to the Licensee in the future.
3. Neither of the Parties hereunder may assign their rights or obligations under this Agreement or in connection therewith to any third parties without prior written consent of the other Party.
4. Subject to Federal Law “On Personal Data” No. 152-FZ dated 27.07.2006 the Licensee gives the Licensor its consent for processing of its personal data provided at conclusion of this Agreement and submitted subsequently (in respect of legal entity Subscribers – consent for processing of personal data of its employees and representatives provided to the Operator in connection with conclusion and performance of Agreement) including consent for its collection, systematization, accumulation, storage, revision (updating, changing), use, distribution (including assignment to third parties for the purposes of debt recovery), anonymization, blocking, deletion.
5. In the course of processing the personal data the Licensor shall be obliged to take any organizational or technical measures to protect the same from any unlawful or accidental access, destruction, changing, blocking, copying, provision, distribution or any other unlawful actions in respect of the personal data.
6. If the purpose of processing the personal data has been achieved and/or the Licensee revokes its consent for processing of the personal data, the Licensor undertakes to terminate the processing of the personal data or ensure termination thereof (if such data is processed by another party acting on behalf of the Licensor) and delete such personal data or ensure deletion thereof (if such data is processed by another party acting on behalf of the Licensor) within the period of not more than thirty days from the moment of achieving the purpose of processing of such personal data.
7. None of the provisions of this Agreement constitute or may be construed as transfer of exclusive intellectual property rights of the Rights Holder.