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 July 1, 2018.
«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 contains 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.ru/pricing/. The billing period shall mean one calendar month from the day when the Pricing plan was activated (after a monthly fee was paid).
«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 by means of providing access to the Service within the limits and the capacities the Service offers with no right to conclude a sublicense agreement.
2.2 The terms and conditions of this Agreement apply to all subsequent updates of the software products (tools) of the Service 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 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.
3.2.2 After switching to the pricing pans S, M, L or XL, the User will be billed in full at the end of each billing period. The pricing plan fee will be deposited to the Pricing plan account by charging a linked credit card, PayPal account or User’s personal account (without VAT, art. 26.2 Tax code). The Service Administrator provides the User access to the products of the Service only when the deposits on the accounts of the User exceed or are equal to the overall cost of the selected services (the pricing plan).
3.2.3 The Deposits on 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 on the pricing plan account, when the above-mentioned deposit is exceeded, the services shall be paid using deposits on 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 on 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 based on the free will of the User or in case the deposits on the User accounts are not sufficient to pay for the 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 deposits made by the User to his/her Personal Account shall not be refunded but can be used to pay for the Paid Services, as after paying the license fee the User gets a simple (non-exclusive) license to use the Service as the result of the intellectual activity.
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.
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. 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 property in whole or in part, including the User's account.
3.4 The Service is made available for 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 apart from the described in the Terms and Conditions.
By granting the User rights to use the Service, the Service Administrator does not affect 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 he Service Administrator shall provide the User with technical support regarding issues connected with the Service’s functions, 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 included in the license fee.
4. RIGHTS AND OBLIGATIONS OF PARTIES
4.1. Rights and Obligations of the User.
4.1.1 The User is obliged to familiarize himself with 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 familiarize himself at least once a month with the current version of this Agreement, available on the Internet at https://topvisor.com/confirm/.
4.1.4 The User shall not disclose or transfer his/her passwords and logins to third parties. The User bears full responsibility for their confidentiality. In case of 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 to the User the right to use the Service based on the terms and conditions of 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 (not to 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 operation 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 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 for terminating the Account and removing all personal information from the Service with or without cause 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 terminating the User’s account 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 interface of the Service without 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 Parties 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.
5.2 The User bears full responsibility towards 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 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 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. 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. ADDITIONAL CONDITIONS
7.1 The Service Administrator disclaims all and any warranties, apart from the warranties set forth herein.
7.2 The Parties accept that any information related to the execution of the terms under this Agreement is a commercial secret. The Parties are obliged to keep this information confidential and shall not disclose it to 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.
7.3 The Parties are obliged to keep confidential any information regarding identifying, authentication and granting 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 the next working day).
7.4 During the period of execution and compliance of the Agreement, the Parties permit the use of the signatures of the Parties, their representatives and their seals received by means of facsimile transmission, copies generated electronically or by other methods, digital signature or any other analogs of directors' autograph signatures or company stamps. The Parties accept that all enclosures to this Agreement, signed and documented in the hereinabove described ways are valid and binding for the Parties.
The Parties can communicate via Email when discussing the terms of this Agreement. When adjudicating disputes in the courts, Email communication, faxes shall be accepted by the Parties as sufficient evidence.
7.5 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: ul. Egorova, d. 23A, Saint-Petersburg, Russia, 190005
Tax ID: 4726000897
Classifier of Industrial Enterprises: 783901001
Primary State Registration Number: 1134726000573
Bank account: 40702810710000001667
Bank: Tinkoff Bank
Bank Identifier Code: 044525974
Correspondent account: 30101810145250000974
US +1 646 883 3295
UK +44 20 3808 7818