PUBLIC OFFER AGREEMENT
LitRes Limited Liability Company (LitRes Ltd) represented by Sergey Valeryevich Anuryev, Chief Executive Officer, acting under the Articles of Association, hereinafter referred to as the "Seller", of the one part, and a user of the Internet, hereinafter referred to as the "Buyer" or the "User", of the other part, hereinafter collectively referred to as the "Parties", have entered into this agreement (hereinafter - the "Agreement").
Under Article 435 and Clause 437.2 of the Civil Code of the Russian Federation, this Agreement shall constitute a public offer addressed to the public at large, users of the Internet.
Under Article 438 of the Civil Code of the Russian Federation, this Agreement shall be deemed accepted fully and unconditionally should the Buyer confirm his/her consent to the terms hereof or make an advance payment before the Buyer has started to use any Title and/or any services of the Seller on the terms set forth herein. By taking any of the aforesaid actions, the Buyer shall also be deemed granted his/her consent to sharing his/her personal information (data) in accordance with Clause 10 hereof.
1. Terms being used in the Agreement
- 1.1. Buyer (User) shall mean a user of the Internet, who has accepted the terms hereof and/or registered on the Website of the Seller, and/or made an advance payment for downloading the Titles, and/or downloaded a Title, and/or started to use any services of the Seller.
- 1.2. Titles (Content)hall mean texts or audio records (phonograms) of literary works (including covers, artwork, etc.) in various formats, made available on the Internet in the e-book form, placed on the Website of the Seller, accessible by the Users via the Website of the Seller and/or the Mobile Applications.
- 1.3. Catalog shall mean a set of the Titles.
- 1.4. Website of the Seller (Website) shall mean an Internet-based information resource of the Seller, administered by the Seller and set up on one of the following domains:
- 1.5. Downloading shall mean saving (copying) the Titles by the Buyer to his/her computer, smartphone or other device.
- 1.6. Billing shall mean a payment accounting system.
- 1.7. User Account shall mean the Authentication Data and the Personal Data of a user, stored on servers of the Website of the Seller. The User Account shall be generated after the User has completed the registration process and may be necessary to use certain options or features of the Website.
- 1.8. Login and Password shall mean two unique sets of characters, identifying the User, using which the Buyer may access the Content.
- 1.9. Personal Area shall mean a personal web page of the Buyer on the Website of the Seller, where the Buyer may store his/her personal information, Content of the User, adjust presentation, set parameters, see his/her status, Billing status, etc. The Personal Area shall be bound to the User Account and the access thereto shall be protected with the Login and the Password.
2. Subject of the Agreement
- 2.1. The Seller shall grant an opportunity to the Buyer: to use the Titles available in the Catalog for his/her personal purposes; to upload and/or store the Content of the User on the Website of the Seller; to use other services provided by the Buyer on the terms set forth in this Agreement and/or Appendices hereto.
3. Duties of the Parties
- 3.1. Rights and Duties of the Seller:
- 3.1.1. The Seller shall make the Titles available for downloading and/or other use thereof by the Buyer in accordance with this Agreement within 24 hours after the Billing has confirmed the payment made and/or the Buyer has been identified as a person who has made the payment and/or a person authorized to receive a Title.
- 3.1.2. The Seller may not disclose the Login and the Password, email address of the Buyer, as well as other details received from the Buyer in the course of the registration process, to any third party.
- 3.1.3. The Seller shall grant an opportunity to the Buyer to store copies of the Titles, paid up by the Buyer, on servers of the Website of the Seller.
- 3.1.4. The Seller may from time to time amend and/or supplement this Agreement and/or the Appendices hereto. The respective amendments and/or supplements shall take effect and become binding upon the Parties after those have been placed on the Website of the Seller.
- 3.2. Rights and Duties of the Buyer:
- 3.2.1. The Buyer shall register himself/herself on the Website of the Seller, set up the Login and the Password, which uniqueness shall be confirmed by the Seller. The Buyer may also complete an automatic registration procedure after he/she has made payment and/or started to use the Titles, and/or started to use any services of the Seller, having received automatically generated login and password and stored the same securely. In that case, the Buyer shall strictly and scrupulously follow the instructions of the Seller, regarding the registration process, published on the Website of the Seller.
- 3.2.2. The Buyer shall make payment in accordance with Clause 4 hereof.
- 3.2.3. The Buyer may claim the Titles selected by him/her, provided that those Titles have been paid up by the Buyer himself/herself and/or by any other User in favour of the respective Buyer, and/or on other terms offered by the Seller.
- 3.2.4. The Buyer shall ensure confidentiality of the Login and the Password made known to him/her in the course of the registration process.
- 3.2.5. The Buyer may use the Titles, made available by the Seller, in accordance with this Agreement for his/her personal purposes and at his/her sole discretion: download, familiarize himself/herself with text (audio record), read (listen to) the Titles both in full and in any part, etc. The Buyer may place copies of the Titles on any of his/her personal devices. The Buyer may also convert downloaded files, containing the Titles (audio records), into any other format (such as html, txt, rtf, pdf, BBEb, mp3 and others), if those have to be converted so that the Buyer could read or listen to the Titles.
- 3.2.6. The Buyer may not:
- - transfer or disseminate the Titles to or among any third parties both in full and in any part,
- - make the Titles public via such communication channels as radio, television, etc.
- - reproduce the Titles, i.e. produce counterparts of the Titles or any parts thereof in any tangible form if those are reproduced for the purposes of further dissemination thereof,
- - publish the Titles via the Internet and other digital networks and, inter alia, place the Titles on any websites, in any mobile applications and other resources,
- - adapt, change or otherwise recompose wording (audio records) of the Titles,
- - use the Titles otherwise than provided in Clause 3.2.5 hereof,
- - take other actions in respect of the Titles, thereby breaching intellectual property protection laws.
- - hack (attempt to hack) DRM (technical means of protection against unauthorized use of the Titles) or access (attempt to access) the Titles otherwise than in a manner expressly provided herein,
- - take (attempt to take) any actions (as well as omit taking any actions) aimed at intrusion into, interfering with, etc. system of the Website, the Mobile Applications and/or software of the Seller or otherwise enabling or causing any malfunctions, faults, etc., or otherwise disrupting normal operation of the Website and of the Mobile Applications, or otherwise causing (purporting to cause) damage to the Seller and/or third parties.
Failure to comply with the requirements of Clause 3.2.6. hereof shall constitute a breach of intellectual property protection laws (including the respective intellectual property and computer information protection provisions and others) and give rise to (civil, administrative, criminal) liability in accordance with law!
- 3.2.8. In case of any questions, the Buyer may contact the Support Desk of the Seller via email@example.com
4. Terms of Payment
- 4.1. The Buyer shall make an advance payment in Russian roubles on terms set out on the Website of the Seller. The price of each Title shall also include the cost of services of the Seller in terms of granting an opportunity to the Buyer to store a copy of the Title, to be downloaded by the Buyer upon the completion of payment, on servers of the Website of the Seller.
- 4.2. The Seller may change the prices in effect unilaterally by placing the respective information on the Websites of the Seller. No changes in pricing may affect the Titles already paid up.
- 4.3. The Buyer may add his/her bank card to his/her User Account.
- 4.4. The Buyer may add his/her PayPal account to his/her User Account.
- 4.5. The Buyer may make payments for the Titles in favour of a person designated by him/her (beneficiary). In that case, where a beneficiary exercises his/her right and acquires the Titles paid up by the respective User, that beneficiary shall become the Buyer, who has accepted the terms of this Agreement, and the User, who has made payment in favour of that beneficiary, shall be lose all his/her rights of use of the Titles so paid up.
- 4.6. The prices of the Titles on the Website of the Seller and in the Mobile Applications may vary due to publisher fees charged by App Store, Google Play etc.
5. Liability of the Parties. Disclaimer of the Seller
- 5.1. The Buyer hereby assumes full liability and risks inherent in the use of the Catalog.
- 5.2. The Buyer shall incur absolute liability should the Login and the Password be used by any third party.
- 5.3. The Buyer shall incur absolute liability should any third party use the information sent by the Seller to the email address stated by the Buyer in the course of the registration process.
- 5.4. The Buyer shall incur absolute liability for any breaches of laws (including, but not limited to, those mentioned in Clause 3.2.6. hereof).
- 5.5. The Seller shall incur no liability for any expenses or for direct or indirect damages that the Buyer may incur due to the use of the Catalog.
- 5.6. The Seller shall incur no liability for the quality of accessing the Catalog via the Internet.
- 5.7. Under no circumstances, the Seller shall incur liability should the Login and the Password be used by any third party.
- 5.8. The Seller shall incur no liability for direct or indirect damages incurred by the Buyer due to data transmission errors, software and/or hardware failures/defects, data loss and corruption, data procession or presentation errors, data transmission delays and other failures beyond the control of the Seller.
- 5.9. The Website of the Seller, the Mobile Applications and all services associated therewith are provided ‘as is’, with no express or implied warranty that the aforesaid Website, the Mobile Applications and/or services will be suitable for any specific purpose or not (inter alia, for placing/storing the Content of the User).
- 5.10. The Seller shall incur no liability should the User be unable to use the Website, the Mobile Applications and/or services associated therewith by any reasons whatsoever, including, but being not limited to: errors, mistakes, interruptions, removal, defects, data processing or transmission delays, communication channel malfunction, equipment failure, any malfunctions or other defects of any telephone networks or services, computer systems, servers or providers, computer or telephone equipment, software, default of vendors providing any given services, theft, destruction or other illegal access to materials of the Users, placed on the Website or elsewhere, etc.
- 5.11. Under no circumstances, the Seller shall incur liability for any expenses of the User or for direct or indirect damages, including lost profit or lost data, damage to honour, dignity or goodwill that the User may incur as a result of using the Website, the Mobile Applications and/or services associated therewith.
- 5.12. The Seller shall incur no liability to the Buyer should the Buyer for whatever reasons dislike contents, typography, literary and artistic merit, etc. of a Title of the proper quality acquired by the Buyer, i.e. if the Buyer has no technical problems with uploading that Title onto his/her device and/or viewing/reading of/listening to that Title on his/her device, provided that the device is technically sound and its specifications are consistent with the requirements to placing such files.
6. Term of the Agreement
7. Events of Force Majeure
- 7.1. The Parties shall incur no liability for non-performance or inadequate performance of their respective obligations hereunder should such non-performance be caused directly by circumstances of insuperable force (events of force majeure) that have arisen after the date hereof as a result of such extraordinary events as, in particular: fire, flood, hurricane, earthquake or restrictions imposed by public authorities on activities of any of the Parties, and such other circumstances, which the Parties could neither foresee, nor prevent by taking reasonable precautions.
- 8.1. If any provision or a part of a provision hereof is held invalid or unenforceable, the rest of the provisions and their respective parts shall remain in full force and effect.
- 8.2. All Appendices hereto shall constitute an integral part hereof.
- 8.3. The Parties have agreed to be governed by the laws of the Russian Federation in effect, unless otherwise provided herein.
9. Dispute resolution procedure
- 9.1. Disputes and controversies that may arise out of this Agreement shall be resolved in the course of a pre-court dispute settlement procedure. The Seller shall consider a complaint within Seven (7) calendar days after the receipt thereof from the Buyer.
- 9.2. Where the Parties fail to reach an accord, the respective disputes and controversies shall be resolved in court in accordance with the procedure established by the laws of the Russian Federation in effect.
10. Notification of the processing of personal data
- 10.1. The Buyer, while agreeing with the terms of this Agreement, shall give the consent to the Seller for the processing of their personal data.
- 10.2. A consent is given for processing of the following personal data: surname, first name; e-mail addresses contact phone numbers; date of birth; address (country, region); information on education; information on the marital status; information on persons living together with the Buyer; information on the number of children; social status; scope of activities; information about interests; information about preferences for selection of Titles; information on the number of Titles purchased; information on social networking pages; user data (location information; which pages the user opens and which buttons they clicks; IP-address; Cookies; SID); information about incoming payments; bank account details.
- 10.3. During processing, the following actions will be performed with respect to personal data: collection; recording; systematization;, accumulation; storage; specification (update or change); extraction; use; handing over (provision, access); blocking; deletion; destruction.
- 10.4. The Seller may use the Buyer's personal data to identify the Buyer, to update the payment data, to provide personalized services, to give feedback to the Buyer, to process claims and requests, and to perform depersonalize statistical computations, to improve the quality of services provided to the Buyer.
- 10.5. The following third parties process the Buyer's personal data on behalf of the Seller: Petersburgsky Call-Center LLC (St. Petersburg, ul. Vedeneva 12, korp. 1), Data Force IP CJSC (Moscow, per. Samotyochny 3-y, d. 11, str. 1, pom. 3).
- 10.6. The Buyer's personal data is processed during the period of validity of this Agreement. The Buyer has the right to withdraw the consent to the processing of their personal data by sending a written statement to the address specified in the Agreement.
- 10.7. The mobile applications may collect anonymized information of the location of a User, in order to ensure more accurate manner of payment. The mobile applications may collect anonymized statistics of the use thereof by the Buyer.
- 10.8. The personal data processing policy of the Seller is available for information purposes here.
The Seller: LitRes Ltd., Primary State Registration Number (OGRN) 1057748936398 dated November 7, 2005, Taxpayer Identification Number (INN). 7719571260, Tax Registration Reason Code (KPP) 770301001, address (principal place of business): 123022 Moscow, ul. Vtoraya Zvenigorodskaya, d. 13, str. 41.
APPENDIX No. 1
TO PUBLIC OFFER AGREEMENT
- 1. The User may place and/or store the Content of the User in his/her Personal Area at his/her sole discretion (Content of the User shall mean both the Titles from the Catalog paid up by the Buyer and titles unavailable in the Catalog, placed by the Buyer himself/herself) and use the Content of the User at his/her sole discretion, but for his/her personal purposes only.
- 2. When using the Content of the User, the User shall reserve the right to use all associated services offered on the Website of the Seller.
- 3. The User, who has placed the Content in his/her Personal Area, may not disclose his/her Login and Password. In that case, the User shall remain absolutely liable for the security of his/her Login and Password and shall be clearly aware that the Seller shall incur no liability should the Login and the Password of the User be used by any third party.
- 4. The User shall remain clearly aware that the Seller only provides the User with an opportunity to place and/or store the Content of the User. The User shall incur full and absolute liability for the use of the Content of the User. The User shall incur absolute liability for the compliance of the Content placed by the User with the requirements of the laws in effect, including, but not limited to, liability to third parties for a copyright infringement, breach of other rights and legitimate interests, etc.
- 5. The User may not place the Content should he/she be not authorized to do so by virtue of laws and/or any contractual relationship.
- 6. The User may not place the Content, comprising any files that contain or may contain viruses and/or malicious software, nor take (omit taking) other actions that may interrupt normal operation of the Website of the Seller, cause damage and/or inconveniences to other users and/or third parties.
- 7. The User shall remain clearly aware that the Seller may (but not must) deny placing the Content to the User or remove the Content at its sole discretion (this clause shall not apply to the Titles from the Catalog paid up by the Buyer). However, the Seller shall incur no liability to any person for the contents of the Content placed by the User, and also to the User for the preservation of that Content, as well as for any damage that the Content of the User may cause to User’s computers, other devices, software, databases, etc.
- 8. The Parties shall be governed by the provisions of the Agreement, unless otherwise provided herein.
- 9. This Appendix shall constitute an integral part of the Agreement.
- 10. This Appendix shall take effect once the User has accepted the terms of the Agreement and remain valid until the Parties have discharged their respective obligations to the fullest extent.