Topvisor Co.,Ltd. Terms of service

According to the para. 2 art. 437 of the Civil Code of the Russian Federation these Terms of Service are regarded as a public offer until accepted by the User. The Agreement takes effect when the User accepts this public offer and its terms and conditions. The User accepts the offer through registration by signing up on the Service Administrator website https://topvisor.com/.

This Agreement is legally valid under art. 434 of the Civil Code of the Russian Federation, it does not require a joint signature and shall be valid in electronic form.

This version of Terms of Service takes effect on October 23, 2020.

1. DEFINITIONS

«Service» shall mean the copyright result of the intellectual activities in the information technology field (namely: software for monitoring, analysis, and tracking of search engine optimization on the Internet) that includes a set of software products (tools) available at the website https://topvisor.com/.

«Service Administrator» shall mean the copyright owner of the Service as the result of the intellectual activities (licensor) - Topvisor Co., Ltd PSRN (Primary State Registration Number) 1134726000573.

«User» shall mean the individual or entity who becomes a user through registration by signing up on the website https://topvisor.com/ in order to use the software products of the Service (licensee).

«Parties» shall mean the User and the Service Administrator, individually, each is referred to as “Party”.

«Account» shall mean the unique identification number and the rights to access the Service on the Internet that the User gets through registration in the Service. The Account stores the information about the User and User’s credentials.

«Account page» shall mean the personal interactive section of the Service where the User can manage, customize and control the use of the Service.

«Pricing plan» shall mean the terms that determine a license fee paid to the Service Administrator and the provided tools and features of the Service. The Pricing plans XS, S, M, L, XL shall be described by the Service Administrator at https://topvisor.com/pricing/. The billing period shall mean the period calculated from the day the Pricing plan was activated (after a monthly fee was successfully paid) till the day preceding the same day the Pricing plan was activated (after a monthly fee was successfully paid) in the next calendar month.

«License» shall mean the grant of rights to use the Service as defined by these Terms and Conditions.

2. SUBJECT OF AGREEMENT

2.1 The Service Administrator agrees to provide the User with the right to use the Service on the grounds of simple (non-exclusive) license with no right to conclude a sublicense agreement. The opportunity to use the Service is provided to the User by means of granting access to the Service within the limits and the capacities the Service offers.

2.2 The terms and conditions of this Agreement apply to all subsequent updates of the software products (tools) of the Service that are available to the User. Continuation of use of the Service by the User after changes and/or additions are made to the Service shall mean that the User accepts these terms and conditions for such changes and/or additions. New tools and features will be available to the User automatically unless otherwise is separately set forth.

2.3 Licensor grants to licensee a simple (non-exclusive) license to use the Service worldwide on the conditions defined by these Terms and Conditions during the term of this Agreement.

3. SERVICE USAGE RULES

3.1 To begin using the Service, the User must register by filling the fields of the registration form. In accordance with the submitted data, the User gets a unique name (login) and a password. After registration, the User gets a personal account and an account page.

3.2 After registration, the User is assigned to the XS pricing plan (no monthly subscription). Upon the registration, the User gets:

- the personal account. The User can make deposits to the personal account if needed. The Deposit on the Personal Account may be used to pay for the software products of the Service (license fee) as defined by Section 4.1.8;

- the pricing plan account. The User can make deposits to the personal account and use them as a monthly payment for the pricing plans S, M, L, XL. The monthly (one-time) payment shall be defined by the special conditions of each pricing plan. The Deposit on the Pricing plan Account may be used to pay for the software products of the Service or as a fee to pay for the selected pricing plan;

- the bonus account. The Service Administrator may add bonus points to the bonus account. The amount and the timing are defined by the Service Administrator. One bonus point is equal to one United States dollar. The bonus points on the Bonus plan Account may be used to pay for the products of the Service.

3.2.1 The User may switch to any of the pricing plans: S, M, L or XL, subject to the payment of the pricing plan monthly fees. The Users can subscribe and link a credit card or PayPal account to the pricing plan account via Paddle payment system or pay for the pricing plan from their balance.

The User (sender) shall bear all wire transfer fees. The amount of the payment specified in this invoice shall be delivered in full to the Service administration account. Otherwise, the Service administration has the right to reject and return the payment (all associated expenses shall be assigned to the User) or add the actual amount of the payment to the personal/pricing plan account of the user.

3.2.2 After switching to S, M, L or XL pricing plans, the User's linked credit/debit card or personal balance will be charged with an amount equal to the monthly fee in the beginning of each billing cycle (without VAT, art. 26.2 Tax Code of Russian Federation). The paid tools and features of the Service shall be available to the User if the Account total balance is equal or exceeds the total cost of the selected services (of the pricing plan).

3.2.3 The Deposits in the User's accounts shall be used in the following order: in the first place, the User pays for the Service software products using a deposit in the pricing plan account, when the above-mentioned deposit is exceeded, the services shall be paid using deposits in the personal and bonus accounts. At the end of the billing period, the unused deposit on the pricing plan is withdrawn as the pricing plan fee for the previous billing period. The above-mentioned fee shall be equal to the unused deposit in the pricing plan account.

3.2.4 The User may switch to another pricing plan for free. The active pricing plan shall remain valid until the end of the billing period. When the current pricing plan expires, a new pricing plan shall become active when the User is billed with a new monthly payment upon the end of the previous billing cycle. Switching to the XS plan shall be made on the basis of the free will of the User or in case the deposits in the User accounts are not sufficient to pay for the selected pricing plan for the next billing period. In this case, the deposit in the User personal account shall be used to pay for software products based on the XS plan pricing.

3.2.5 The deposit made by the User to his/her Personal Account is the license fee. Through this payment the User gets a simple (non-exclusive) license to use the Service as the result of the intellectual activity, thereby it shall not be refunded and can be used only to pay for the paid Services.

3.2.6 Paid Services are considered to be completely rendered by the Service if the Service Administrator does not receive a written claim with an explanation from the User within 10 (ten) days after the end of the billing period.

Our order process is partly conducted by online reseller Paddle.com. Paddle.com is the Merchant of Record for a part of our orders. Paddle provides customer service inquiries and handles returns.

The Users can get receipts through Paddle as a record for the purchases made using the deposits in the personal and pricing plan accounts in the Service. The Users can get invoices for the payments made by companies. For the purchases made using the deposits in the bonus account, no receipts shall be provided.

3.3 After this Agreement takes effect, the User shall not obtain exclusive rights for the Service as the result of intellectual activity in whole or in part, including the User's account.

3.4 The Service is made available to the User on the "As is" basis according to the general principles of international law: with the quality, volume, and features that are present in the Service. It means that the Service Administrator is not liable for any issues that occur during upgrades, support or operation of the Service, including issues caused by incompatibility with other software or by mismatching of the obtained results with any particular purpose expected by the User and does not provide any guarantees excluding the guarantees described in the Terms and Conditions.

By granting the User rights to use the Service, the Service Administrator does not affect the financial indicators of the User (for example, increase in demand or sales). The Service Administrator shall not be held responsible for not reaching the economic results that the User finds possible to achieve by using the Service.

3.5 The Service Administrator shall provide the User with the technical support regarding issues connected with the Service’s performance, the provided services and the operation of the Service. The detailed documentation shall be available at https://topvisor.com/support/. The cost of technical support is covered by the license fee.

4. RIGHTS AND OBLIGATIONS OF PARTIES

4.1. Rights and Obligations of the User.

4.1.1 The User is obliged shall review the current version of this Agreement before the registration in the Service. By becoming the User and/or by accessing the Service, the User is bound to full and unconditional acceptance of the Agreement and its terms and conditions.

4.1.2 The User is obliged to comply with the provisions of the effective Russian laws and international laws, including the laws on rights to intellectual property, copyright, and related rights and not to commit acts that can cause malfunctioning of the Service.

4.1.3 The User is obliged to review the current version of this Agreement, available on the Internet at https://topvisor.com/confirm/, at least once a month.

4.1.4 The User shall not disclose or transfer his/her passwords and logins to the third parties. The User bears full responsibility for their confidentiality. In case of an unauthorized access to the User’s login and password and/or Personal Account, the User is obliged to notify the Service Administrator immediately.

4.1.5 The Service is protected by the effective Russian intellectual property laws and international laws. The Service, all materials and copies of the Service exclusively belong to the Service Administrator, who provides the User with the right to use the Service under the terms and conditions set by this Agreement. The use of the Service and its contents, design elements, program codes, databases and other copyright objects is available solely within the limits of functional operation of the Service.

The User shall not use any software for automated downloading and processing (disassembling) of the Service's web pages (shall not parse the web pages of the Service).

4.1.6 The User has the right to access the Service anytime except for the periods of maintenance of the Service.

4.1.7 The User has the right to use the Service within the limits of functional capabilities of the Service on the conditions set by this Agreement.

4.1.8 The User has the right to make any deposits to his/her Personal Account in order to use Paid Services in the Service, the minimum payment shall be no less than 10 US dollars. The legal entity or company can make deposits to his/her Personal Account via bank transfer, the minimum payment for such Users shall be no less than 100 US dollars.

4.1.9 The User has the right to change his/her password without notifying the Service Administrator.

4.1.10 The User may submit a request to terminate the Account and remove all personal information from the Service with or without a special reason at any time. The User’s Personal Account and personal information stored in the Service will be deleted within 7 (seven) days after the request is submitted. After the account removal, the User will not be refunded in whole or in part.

After User’s account terminating, this Agreement is considered to be terminated.

4.1.11 The User has other rights and obligations under the terms and conditions of this Agreement.

4.2 Rights and Obligations of the Service Administrator.

4.2.1 The Service Administrator agrees to provide to the User the access to the Service within 5 (five) days after registration in the Service.

4.2.2 The Service Administrator agrees to provide services, under the terms and conditions of this Agreement, twenty-four hours a day, seven days a week, including weekend and public holidays, except for the periods of maintenance of the Service.

4.2.3 The Service Administrator agrees to continue to keep the User’s personal data stored in the Service for 90 (ninety) days from the User’s last Paid Service.

4.2.4 The Service Administrator reserves the right to suspend the Service operation for scheduled maintenance of the technical resources that belong to The Service Administrator and for unscheduled works in case of emergency. The Service Administrator shall preliminarily notify the Service users of the maintenance by placing notifications on the site https://topvisor.com/ if it is technically possible.

4.2.5 The Service Administrator reserves the right to suspend the Service operation if there are problems or failures caused by third-party services that affect the operation or performance of the Service, including cases of emergency.

4.2.6 The Service Administrator reserves the right to change at any time the content, the types of services, the user interface of the Service without any advance notice.

4.2.7 The Service Administrator reserves the right to change the prices for the Service unilaterally. The Service Administrator shall preliminarily notify the Service users of the changes 30 days prior by placing the information on the Pricing page.

4.2.8 The Service Administrator reserves the right to terminate the User’s access to his/her Personal Account or to remove User’s Account including any User Generated Content at any time at its sole discretion if the User has not logged into his/her Account for 90 (ninety) days or in case of the User’s violation of the Terms. In case of termination due to the User’s violation of the Terms the deposits made by the User to his/her Personal Account shall not be refunded.

This Agreement is considered to be terminated since the day the User’s account was terminated or removed.

4.2.9. The Service Administrator has other rights and obligations under the terms and conditions of this Agreement.

5. LIABILITY OF PARTIES AND DISPUTES SETTLEMENT

5.1 The effective law of Russian Federation shall be the governing law of the Agreement.

In case of a claim for damages, responsibility of the Service Administration to the User shall be limited to the license fee paid by the User in the last 30 days prior to the System Administrator’s violation of the Terms.

In case of the User's violation of the Terms, the User agrees to recompense all losses inflicted upon the Service Administrator fully upon the request of the Service Administrator.

5.2 The User bears full responsibility towards the third parties for any actions related to the use of the Service, including the actions that cause the violation of the rights and protected interests of the third parties; and for compliance with the Russian effective legislation when using the Service. The Service Administrator shall not bear any responsibility for any User’s action that violates the rights and interests of the third parties and/or Russian and international laws.

5.3 Under no circumstances shall either of the Parties be held responsible for not fulfilling obligations under this Agreement if the said failure is caused by force-majeure circumstances, which arise after the Agreement has been made and which are beyond the control of the Parties. If the force-majeure persists for more than 30 (thirty) days, each Party shall have the right of early termination of the Agreement or any part thereof.

5.4 The Service is an intellectual property of the Service Administrator. The breach of copyright rights shall be governed by the effective Russian laws.

5.5 Under no circumstances shall the Service Administrator be held responsible for failure to execute or improper execution of the terms under this Agreement, as well as for special or incidental damages, including lost profits and possible damage caused by actions of Internet users towards breaches of information security or improper functioning of the Service; lack of Internet connection between the User's computer and the servers of the Service Administrator; operative research activities undertaken by any government organizations and municipal authorities or other institutions; imposing of government regulations (or control by other institutions) on activities of commercial organizations on the Internet, or one-time limitations created by the above mentioned institutions that can make fulfilling of this Agreement difficult or impossible; and other cases caused by actions or non-actions of Internet users and/or any other subjects toward deterioration of the usage of the Internet network and/or computer equipment at the time the present Agreement is in effect.

5.6 In case any disputes or differences arise between the Parties in connection with the fulfillment of this Agreement, the Parties will make every effort to resolve the disputes or differences by negotiations. Claims dispute resolution process shall be mandatory for the Parties (in accordance with pt. 5 art. 4 of Code of the Criminal Procedure of Russian Federation). The Party shall reply to a claim within ten days after that claim was made.

5.7 In case disputes or differences between the Parties are not resolved by negotiations, they are to be resolved:

- by the Arbitration Court of Saint Petersburg and Leningrad region in case the User is a company or legal entity;

- in accordance with the jurisdiction rules of the Judicial district #8 of Saint Petersburg (magistrate) or in Leninsky district court of Saint Petersburg, in case the User is an individual.

6. VALIDITY, MODIFYING AND TERMINATING AGREEMENT

6.1 The Agreement takes effect at the moment when the Service Administrator receives the User's Acceptance and is valid until all the obligations are completely fulfilled by the Parties.

6.2 The Agreement can be terminated at any time by mutual agreement of the Parties. In case of a breach of any terms and conditions of the Agreement by the User, the Service Administrator shall have the right to terminate the Agreement immediately without any refund to the User.

6.3 Due to the fact that these terms and conditions are regarded as a public offer until accepted by the User, the Service Administrator reserves the right of premature withdrawal of this offer according to the art. 436 of the Civil Code, which shall be done by placing the relevant information on the site.

6.4 The Service Administrator reserves the right to change the terms and conditions of the Agreement unilaterally by making changes to this Agreement and placing the relevant information accessible to the general public on the Website.

Hereinabove mentioned changes take force from the time of their placement, unless otherwise separately set forth herein. The continuation of the use of the Service by the User after changes and/or additions are made to the Agreement shall mean the User’s agreement with and acceptance of such changes and/or additions.

7. ELECTRONIC DOCUMENT MANAGEMENT

7.1 Under this Agreement the Parties can exchange electronic documents (hereinafter, EDM) in accordance with the effective Russian legislation defining electronic forms of documents and terms of their exchange. The Parties shall independently monitor changes to the Russian legislation and are obliged to provide a technical capacity to execute these provisions.

7.2 Electronic documents (formalized and unformalized) that the Parties of the Agreements exchange shall be signed with a qualified digital signature which implies that each Party shall obtain a digital signature verification key certificate from the accredited Certificate Authority and take the necessary actions to configure access and process EDM.

7.3 EDM between the Parties is provided by AO 'PF 'SKB Kontur' (https://www.diadoc.ru/). If the User of a digital signature uses another EDM operator, a configured electronic documents exchange between the EDM operators shall be provided.

7.4 Parties agreed that the Agreement, statements, invoices and other documents, including newsletters, that are sent by each Party under the Agreement, shall be considered equivalent to the receipt of documents in paper and have legal effects for each Party. Such documents are accepted by the Parties as underlying records, they can be used as evidence in court processing and can be submitted to public authorities at their request.

7.5 In case EDM is established between the Parties, the Parties will not exchange these documents in paper, provisions of para. 2, p. 3.2.6 of the Agreement on the sending of statements in paper will not be applicable. However, when necessary, upon the request of one Party, another Party shall provide within the period specified in this Agreement paper copies of electronic documents sent via EDM in the appropriate format.

7.6 Each Party bears responsibility for ensuring confidentiality of digital signature keys.

The Parties are obliged to inform each other within a reasonable time of inability to exchange electronic documents. In this case the documents shall be exchanged in paper.

In cases when the Party that sent the electronic document does not receive a confirmation from another Party that this document was received within ten calendar days since the document was sent, the documents shall be exchanged in paper.

7.7 Each Party has the right at any time to stop exchanging documents via EDM by sending a notification to another Party 30 (thirty) days prior to the discontinuing of the use of the electronic document management. Any Party has the right to contact the EDM operator/EDM roaming operator for resolving contentious issues regarding document exchange without informing another Party.

7.8 In the case of inconsistency between the electronic documents and the documents in paper, the documents in paper shall prevail.

8. ADDITIONAL CONDITIONS

8.1 The Service Administrator disclaims all and any warranties, apart from the warranties set forth herein.

8.2 The Parties are obliged to keep this information confidential and shall not disclose it to the third parties, except in the circumstances when it is needed for the purposes of the Agreement or when it is requested by the relevant governing authority in cases defined by law. This does not apply to generally known or publicly available information.

8.3 The Parties are obliged to keep confidential any information regarding identifying, authentication and grant of access (login, password, etc.) to the personal Email address. Each party bears the risks that can appear as the result of the disclosure, distribution or improper use of the above-mentioned confidential information caused by this Party (incl. through negligence), this Party’s employees or representatives that could access this information. In case of unauthorized information disclosure, the Party is obliged to notify the other Party immediately in a written form (no later than on the next working day).

8.4 The Parties agreed that under the Agreement they may exchange correspondence via email or using other means of electronic messages exchange. Email correspondence between the Parties shall be considered a sufficient evidence in court processing.

8.5 By accepting the Terms, the User confirms that he/she shall provide true personal information at the time of registration; that this Agreement is executed voluntarily; that he/she shall familiarize himself/herself carefully with the terms and conditions of the Agreement; that he/she fully understands and accepts this offer and the Agreement; that he/she has legal capacity and/or is duly authorized to conclude and execute this Agreement.

SERVICE ADMINISTRATOR CONTACT DETAILS

Topvisor Co., Ltd

Legal address: 191119, Saint Petersburg, Voronezhskaya ul., 5A, room 34‑n, office 242

Tax ID: 4726000897

Classifier of Industrial Enterprises: 784001001

Primary State Registration Number: 1134726000573

Bank account: 40702810710000001667

Bank: Tinkoff Bank

Bank Identifier Code: 044525974

Correspondent account: 30101810145250000974

Email: support@topvisor.com