Original text (Ukrainian) > APPROVED
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> By Order of Night Committee, LLC
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> No. 3 dated April 1, 2023

PUBLIC OFFER AGREEMENT

on the use of software products (online service)

1. GENERAL PROVISIONS

1. NIGHT COMMITTEE, LIMITED LIABILITY COMPANY (abbreviated name - Night Committee, LLC, hereinafter referred to as the Contractor, EDRPOU code 44973320), acting on the basis of the Charter, offers to conclude this Public Offer Agreement on the use of software products (online service) (hereinafter - the Agreement).

2. This Public Offer Agreement is public and, in accordance with Articles 633, 641 of the Civil Code of Ukraine, its terms are the same for all consumers, unconditional acceptance of which (payment in any way in accordance with Part 2 of Article 642 of the Civil Code of Ukraine) is considered acceptance of this Agreement between the Site Visitor (User) and the Contractor and certifies the fact of its conclusion.

3. Relations between Site Visitors (Users) and the Contractor are based on the Public Offer Agreement.

4. By using the Contractor's services, Site Visitors (Users) accept the terms of this Agreement and confirm that they are familiar with it and agree to its terms.

5. The following terms are used in the Agreement with the following meanings:

1. Site - website (https://night.xxx), where the Contractor posts information about the use of software products (online service), its cost, term and method of access to the software product (online service). By using a specific offer, the Site Visitor (User) accepts the use of the Software Product (online service).

2. Site Visitor (User) - any individual/legal entity that uses the Contractor's services, pays for services to the Contractor's bank account, thereby expressing the intention to accept this Agreement.

3. Software product - the result of computer programming in the form of a computer program, as well as in the form of an online service provided by the Contractor in favor of Site Visitors (Users) who have accepted the terms of this Agreement. The software product (online service) can be used to automate work with information, its collection and processing. A detailed description of the available functionality of the software product (online service) is posted on the Site.

4. Access to the Software Product (online service) - for the purposes of this Agreement means providing access service to use/apply the Software Product (online service) during the term of Access. The term "Access to the Software Product (online service)", includes providing Site Visitors (Users) with the ability to interact with the Software Product (online service) using the Google Chrome web extension.

5. Acceptance of the Agreement - is understood as payment for the Contractor's services according to the announcement or publications posted on the Site. The cost of services is not fixed and is announced on the Site in the format of an announcement or publication. Acceptance of the Agreement manifests in full payment for services, in accordance with the price set by the Contractor.

6. Privacy Policy - an integral part of the Agreement (Appendix No. 1) between the Contractor and the Site Visitor (User) regarding the use of the Site. This Policy explains how and for what purpose the Contractor uses the personal data of Site Visitors (Users) received by the Contractor in connection with the use of the Site.



2. SUBJECT OF THE AGREEMENT

1. Under this Agreement, the Contractor undertakes to provide the Site Visitor (User) with access to the Software Product (online service), and the Site Visitor (User) undertakes to pay for access to the Software Product (online service) in the manner and under the conditions specified in this Agreement and the legislation of Ukraine.

2. Access to the Software Product (online service) is provided by the Contractor and received by the Site Visitor (User) in full upon receipt by the Contractor of confirmation of payment for the use of the Software Product (online service) and activation of the Site Visitor (User) account.

3. By agreeing to the terms of the Agreement, the Site Visitor (User) confirms that he has carefully read all clauses of this Agreement and the information published on the Site.

4. By agreeing to the terms of the Agreement, the Site Visitor (User) confirms his legal capacity and capacity, including reaching the age of 18, legal use of a bank payment card, and understands the responsibility for the obligations imposed on him as a result of concluding this Agreement.




3. COST OF ACCESS TO SOFTWARE PRODUCT (ONLINE SERVICE), PAYMENT PROCEDURE AND ACCESS REGISTRATION

1. The price of access to the Software Product (online service) is set by the Contractor and indicated on the Site in the corresponding section. All prices for access services to the Software Product (online service) indicated on the site are displayed without VAT.

2. The cost of access to the Software Product (online service) may vary depending on the number of simultaneously purchased goods or services by one Site Visitor (User).

3. The Site Visitor (User) pays for access to the Contractor's Software Product (online service) by 100% payment (prepayment) using the payment methods available on the Site and in accordance with the rules of payment systems.

4. The cost of access to the Contractor's Software Product (online service) is considered paid if the payment system has provided information about receiving funds to the Contractor's account.

5. Paid funds for access to the Contractor's Software Product (online service) are non-refundable, except for cases that occurred through the fault of the Contractor.

6. The Site Visitor (User) contacts the Contractor in any convenient way of communication published on the Site and accepts the conditions in the published announcement or publication, or the Contractor's offer, as well as in this Agreement.

7. The Contractor, having received an application from the Site Visitor (User), warns him about the terms of the Agreement and obtains consent to the processing of personal data (including orally), sends the details of the bank account to pay for the cost of providing access to the Software Product (online service) announced in publications or announcements on the Site.

8. To pay for access to the Software Product (online service), the Site Visitor (User) must register on the Site by creating their account (hereinafter also referred to as "Profile").

9. Registration is carried out by entering the Site Visitor's email address (login) and password in the appropriate section on the Site.

10. The Site Visitor (User) having paid for access to the Software Product (online service) accepts the terms of this Agreement and receives the access specified in this Agreement; not paying for access, the Site Visitor (User) refuses the Agreement and access to the Software Product (online service) provided by the Contractor.




4. RIGHTS AND OBLIGATIONS OF THE PARTIES

1. The Contractor undertakes to:

1. provide access to the Software Product (online service) provided for by the terms of this Agreement.

2. ensure the possibility of ordering and paying for access to the Software Product (online service) using the payment means provided on the Site.

3. provide consultations on issues of using the Software Product (online service) and registering access.

4. familiarize with the terms of this Agreement and obtain permission to process personal data (including orally).

2. The Contractor has the right to:

1. refuse to provide access to the Software Product (online service) due to improper performance by the Site Visitor (User) of their obligations under this Agreement.

2. at its discretion and without special notice to the Site Visitor (User) restrict access to the Software Product (online service) (by agreeing to this clause, the Site Visitor (User) releases the Contractor from any types of compensation for the Contractor's implementation of rights under this clause of the Agreement).

3. without warning, block the profile of the Site Visitor (User) who violates the terms of Access to the Software Product, as well as, in order to protect the copyright and/or related rights of the Contractor to the Software Product, stop providing the service, restrict and/or block Access without returning to the User and/or third parties who received access to the Profile of such User paid funds, or apply other methods to prevent unauthorized transfer of Access to the Software Product (online service) to other Users or third parties.

4. make changes to the Agreement unilaterally.

5. make changes regarding information related to the Software Product (online service) at its own discretion unilaterally.

6. at its own discretion restrict access to the Software Product (online service) previously purchased by the Site Visitor (User), in connection with the latter's violation of copyright to the Software Product (online service).

7. The Contractor has the right to provide loyalty programs, promotional, as well as incentive offers for Site Visitors (Users), with more detailed information about which can be found on the Site and/or User account.

8. provide several varieties (types) of Access by subscription.

3. The Site Visitor (User) undertakes to:

1. comply with all terms and requirements of this Agreement.

2. familiarize themselves with information about the Contractor's Software Product (online service).

3. in case of desire to obtain access to the Software Product (online service), pay for access to the Contractor's Software Product (online service).

4. accept access to the Contractor's Software Product (online service).

4. The Site Visitor (User) has the right to:

1. require the Contractor to comply with the terms and provisions of this Agreement.

2. order Services from the Contractor.

3. receive full information about the Contractor's Services, and their price.

4. terminate this Agreement at any time by deleting their Profile on the Site. In this case, the cost of paid access is not refunded.



5. LIABILITY OF THE PARTIES AND DISPUTE RESOLUTION

1. In case of non-fulfillment or improper fulfillment by the parties of their obligations under the terms of this Agreement, the Parties shall bear responsibility provided for by the legislation of Ukraine and this Agreement.

2. The Contractor is not liable for damage caused to the Site Visitor (User) because of their use of the purchased access to the Software Product (online service). In case of violation by the Site Visitor (User) of the terms of this Agreement and/or applicable law applicable to the Agreement, the Contractor is not liable to the User or any third parties for any direct, indirect, unintentional damages, including lost profits, damage to honor, dignity or business reputation that arose in connection with the use of the Software Product (online service), or the use of other services provided by the Contractor.

3. In cases not provided for by this Agreement, the Parties shall bear responsibility established by the current legislation of Ukraine.

4. The Site Visitor (User) and the Contractor agree to resolve disputes through negotiations and reaching consensus.

5. When registering on the Site, the Site Visitor (User) is responsible for maintaining the confidentiality of their own login and password. All actions using the login and password and derived authorization data of the Site Visitor are considered to be carried out by the Site Visitor personally.




6. CONFIDENTIALITY CONDITIONS

1. Confidentiality conditions are defined by the Privacy Policy, which is an integral part of the Agreement and placed in Appendix No. 1, which is posted on this page.




7. TERM OF THE AGREEMENT AND PROCEDURE FOR ITS TERMINATION

1. This Agreement enters into force from the moment of its acceptance by the Site Visitor and is valid until the final fulfillment of obligations by the Parties under the Agreement.

2. This Agreement may be terminated before the end of its validity unilaterally in cases provided for by the terms of the Agreement.




8. FORCE MAJEURE CIRCUMSTANCES

1. The Parties are released from liability for partial or complete non-fulfillment or improper fulfillment of obligations under the Agreement if they are the result of force majeure (fire, flood, earthquake, natural disaster, military actions and other circumstances of force majeure), and if these circumstances directly affected the performance of the Agreement, then the performance continues accordingly for the period during which these circumstances acted.

2. If force majeure circumstances continue for more than three months, then each of the Parties will have the right to refuse further fulfillment of obligations under the Agreement, and in this case the Agreement is considered terminated if the Parties reach an agreement on the legal consequences for all terms of this Agreement.




9. OTHER CONDITIONS

1. This Agreement sets out all the conditions agreed between the Parties regarding its subject matter, and it replaces all previous agreements, statements and any kind of arrangements between the Parties regarding its subject matter.

2. The Agreement at any time may be changed and/or supplemented by the Contractor unilaterally without prior and/or subsequent notification of the Site Visitor (User). Changes to the Agreement will be published indicating the date of the last update. The Site Visitor (User) is considered notified of changes and/or additions made to the Agreement from the moment of publication of these changes on the Site at: https://night.xxx.

3. No provision of this Agreement shall be interpreted as creating a partnership (simple partnership) or joint venture of any kind between the Parties to the Agreement or does not provide for the emergence of agency or representative relations between the Parties to achieve any purpose of any nature. At the same time, neither of the Parties has the right and authority to bind the other Party with obligations or enter into contractual relations on behalf of such Party or create obligations to a third party in any way and for any need.

4. Unless otherwise specified in this Agreement, all notices must be sent to the addresses specified on the Site.

5. By providing personal information under this Agreement, the Site Visitor (User) agrees to its processing by the Contractor in accordance with the Privacy Policy, which is Appendix No. 1 to this Agreement.

6. The Parties confirm that in case any condition of this Agreement becomes or is recognized as invalid due to non-compliance with the law, such condition does not entail recognition of the invalidity of any other provision of this Agreement or the Agreement as a whole. In this case, the Parties should take measures as soon as possible to change the Agreement to the extent necessary to replace the invalid provision so that in the modified form it is legal and in essence preserves the original intentions of the Parties as much as possible.

7. The Site Visitor (User) gives their consent to receive informational and advertising materials (related to the Software Product), from the Contractor in any way, in the Site interface, at any time, as well as at the email address, or in another way.

8. In cases beyond the Contractor's control, the Contractor is not responsible for any technical malfunctions, delays in processing or data transmission, delays in receiving payments for paid Access services to the Software Product (online service), unauthorized Access of third parties to the Software Product. The Contractor does not guarantee error-free and uninterrupted operation of the Software Product (online service) and by default is not responsible for damage caused to the User due to technical failures of hardware or software that occurred not on the Contractor's side and are beyond the reasonable control of the Contractor.

9. All intellectual property rights to the Software Product (online service) belong to the Contractor. The Site and Software Product, as objects of intellectual property, are subject to legal protection in accordance with the current legislation of Ukraine and international legal norms.

10. The Site Visitor (User) does not receive intellectual property rights to the Software Product (online service), does not have the right to reproduce units of the Software Product, sell, otherwise alienate, public display, public performance, communication to the public, etc. For violation of the Contractor's intellectual property rights, the Site Visitor (User) is liable in accordance with the current legislation of Ukraine and international legal norms.

11. If the User deletes the Profile on the Site, all information about the User's activities will be automatically deleted. Deleting the Profile on the Site also means that the User loses the ability to use the Access to which the Agreement applies, which was concluded along with its use. Subsequent re-registration of the Profile on the Site does not restore the ability to use the Access that was purchased before deleting the Profile.