These Terms of Service (hereinafter, the "Agreement" or the "Offer") constitute a public offer of the Service Provider within the meaning of Article 437 of the Civil Code of the Russian Federation, addressed to any natural person with legal capacity who has reached the age of 18, or to any legal entity or individual entrepreneur (hereinafter, the "User"). Full and unconditional acceptance of this Offer (Article 438 of the Civil Code of the Russian Federation) is constituted by any of the following actions of the User: (a) registration of an account on the Site; (b) ticking the box indicating agreement with this Agreement; (c) topping up the Balance; (d) placing an order; (e) activating a licence key; (f) actual use of any Functionality of the Site. From the moment of acceptance, an agreement is concluded between the Service Provider and the User on the terms set out below.
2.1. Under this Agreement, the Service Provider grants the User, on the terms of a simple (non-exclusive) licence, the right to use the Software selected by the User from the Site's catalogue, for the term specified on the product page (1 day, 7 days, 30 days, etc.).
2.2. The Licence is delivered by issuing a Licence Key in electronic form in the Personal Account. The Licence is deemed delivered when the key is displayed in the User's Personal Account.
2.3. The Software is provided as a software tool, the ultimate purpose and use scenarios of which are determined by the User independently. The Service Provider does not provide any services related to the actual application of the Software and does not control the User's actions.
2.4. The Service Provider is not an official partner, representative, agent or affiliate of any developers, publishers or platform owners. Any references to third parties on the Site are used solely for informational purposes to identify Software compatibility.
3.1. Registration is carried out by providing an e-mail address, a nickname and a password. The User undertakes to provide accurate data and to keep it up to date.
3.2. The User is solely responsible for maintaining the confidentiality of the password and other account credentials. All actions carried out using the User's account are deemed to have been performed by the User personally. The Service Provider is not liable for the consequences of password compromise.
3.3. Transfer of the account, Licence Keys or access to them to third parties, including for consideration, is prohibited. If such transfer is detected, the account is blocked without a refund.
3.4. The Service Provider may, at any time and without giving reasons:
3.5. Account deletion at the User's request is carried out within 30 days from receipt of the request sent to mail@memez.ru. After deletion, the data, history and balance cannot be restored. Deletion does not release the User from obligations that arose previously.
4.1. Payment for Services is made in Russian roubles or the equivalent through the connected payment gateways and crypto processors. The list of available payment methods is shown on the payment page and may be changed by the Service Provider without notice.
4.2. Prices for Services are published on the Site and may be changed unilaterally. The price in effect at the time payment is made is final.
4.3. Funds credited to the Balance are an internal accounting entry only and may be used solely to pay for Services of the Site. Withdrawal of funds from the Balance to external bank accounts, cards, electronic wallets or other payment instruments is not available under any circumstances.
4.4. When paying by bank card, the User confirms that the User is the lawful holder of the card and has full authority to make the payment. Use of another person's payment instruments without their consent is prohibited and is prosecuted under Article 159.3 of the Criminal Code of the Russian Federation.
4.5. The Service Provider does not receive or store full bank card details; payment is processed by certified payment providers.
4.6. All fees of payment systems, banks and crypto networks are paid by the User.
5.1. Under paragraph 23 of Annex No. 1 to Decree of the Government of the Russian Federation No. 2463 of 31 December 2020, copies of computer programs and databases of proper quality delivered in electronic form are not subject to return or exchange.
5.2. A Licence Key is deemed delivered the moment it is displayed in the Personal Account. From that moment the Agreement is deemed performed by the Service Provider in full. No refund is given for a delivered key.
5.3. As an exception, a refund may be considered by the Service Provider only if all of the following conditions are met at the same time:
5.4. The following are not grounds for a refund, including but not limited to:
5.5. A refund, if approved by the Service Provider, is credited to the User's Balance. Refunds to external payment instruments are made only where required directly by law.
6.1. The Licence is granted on the terms of a simple (non-exclusive) licence with the right to use a copy of the Software only by the User who acquired the Licence, personally and for personal non-commercial purposes, for the term paid for by the User.
6.2. The following are prohibited and constitute a material breach of the Agreement:
6.3. The User is solely responsible for compliance with user agreements, EULAs, ToS, Codes of Conduct and any other rules established by third parties in respect of the services in which the User uses the Software. The Service Provider is not a party to such agreements between the User and third parties and is not responsible for their performance or breach.
7.1. The Software is provided on an "as is" and "as available" basis to the maximum extent permitted by applicable law.
7.2. The Service Provider does not provide and expressly disclaims any express or implied warranties, including warranties of fitness for a particular purpose, uninterrupted operation, absence of errors, compatibility with all configurations, protection against detection, or the integrity of the User's accounts on third-party services.
7.3. The Service Provider does not and cannot guarantee:
7.4. The User confirms that the User is aware of the foregoing limitations and accepts them in full before paying for the Licence.
8.1. To the maximum extent permitted by applicable law, the Service Provider is under no circumstances liable to the User or third parties for direct, indirect, incidental, punitive or liquidated damages, lost profits, loss of data, loss of in-game assets, moral harm or reputational damage, including such damages arising in connection with:
8.2. The aggregate liability of the Service Provider on all grounds connected with this Agreement is limited to the amount actually paid by the User for the specific copy of the Software to which the claim relates, and in any event may not exceed the price of the most expensive tariff of that Software.
8.3. The Parties expressly confirm that the foregoing limitations are a material condition of the Agreement, without which the Agreement would not have been concluded, and form a fair allocation of risks in light of the price of the Services.
9.1. The User represents and warrants that:
9.2. The User undertakes to compensate the Service Provider for any documented losses, fines, court costs, legal fees and other documented expenses incurred by the Service Provider in connection with claims, lawsuits or complaints from third parties based on the User's acts or omissions, including:
10.1. Given the digital nature of the product and the terms of clause 5 of this Agreement, the User's initiation of a chargeback, dispute or forced payment reversal after delivery of a Licence Key is regarded as bad-faith conduct (Article 10 of the Civil Code of the Russian Federation).
10.2. If the User initiates a chargeback, the Service Provider may:
11.1. All exclusive rights to the Software, the source code, the design of the Site, the texts, graphics, logos and other results of intellectual activity belong to the Service Provider or are lawfully used by it under agreements with rights holders.
11.2. The User acquires only a limited right to use the Software to the extent provided for in clause 6 of this Agreement.
11.3. Infringement of exclusive rights entails liability under Articles 1252, 1301, 1311 and 1515 of the Civil Code of the Russian Federation, including payment of compensation of up to 5,000,000 roubles for each instance of infringement.
11.4. Game titles, trademarks and logos mentioned on the Site belong to their respective owners and are used solely to identify Software compatibility on the basis of nominative fair use; there is no other connection between the Service Provider and the rights holders referred to.
12.1. The processing of the User's personal data is carried out in accordance with Russian Federal Law No. 152-FZ "On Personal Data" and the Personal Data Processing Policy.
12.2. By accepting the Agreement, the User consents to the Service Provider processing (collection, recording, organisation, accumulation, storage, clarification, use, transfer to payment providers, anonymisation and deletion of) the following personal data: e-mail, nickname, IP address, cookies, device identifiers, order and payment history, and support correspondence.
12.3. The processing period runs until the User withdraws consent or until this Agreement ceases to be in effect. Withdrawal of consent is sent to mail@memez.ru and entails the termination of Services.
12.4. The User is informed that, in order to maintain the Service, prevent fraud and comply with the requirements of the law, the Service Provider keeps technical logs that record actions in the Personal Account, IP addresses, operation timestamps and information about correspondence in the support system.
13.1. The Parties are released from liability for total or partial failure to perform obligations if such failure is caused by circumstances of force majeure, which the Parties expressly include:
13.2. The Party affected by force majeure notifies the other Party within a reasonable time. For the duration of force majeure, the deadlines for performance of obligations are suspended.
13.3. If the force majeure lasts more than 30 days, either Party may terminate the Agreement unilaterally without payment of compensation.
14.1. The Service Provider may at any time unilaterally amend the terms of this Agreement, the prices and the list and description of the Services. The new version takes effect from the moment of its publication on the Site, unless the version itself specifies a later date.
14.2. The User is required to monitor the current version of the Agreement. Use of the Service after publication of a new version constitutes unconditional acceptance of it.
14.3. The User may terminate the Agreement at any time by ceasing to use the Service and deleting the account. Previously delivered Licences are not refunded or compensated.
14.4. The Service Provider may terminate the Agreement unilaterally and out of court, immediately and without giving reasons, including in the event of a material breach of the Agreement by the User. Funds received for Licences already delivered are not refunded in this case.
15.1. The relations of the Parties are governed by the law of the Russian Federation, without regard to its conflict-of-law rules.
15.2. All disputes are subject to mandatory pre-trial settlement. A claim is sent to mail@memez.ru and must state the substance of the demand, the circumstances and supporting materials. The deadline for responding to a claim is thirty (30) calendar days.
15.3. If no agreement is reached, the dispute is referred to the court at the location of the Service Provider — the courts of Rostov Region of the Russian Federation. The Parties expressly agree to this jurisdiction (Article 32 of the Code of Civil Procedure of the Russian Federation, Article 37 of the Code of Arbitration Procedure of the Russian Federation).
15.4. A User who is not a resident of the Russian Federation acknowledges this clause on governing law and jurisdiction as binding; any other outcome is possible only where expressly required by the mandatory rules of the law of the country of the User's residence.
16.1. The Agreement is drawn up in the Russian language. Translations are provided for reference purposes only; in the event of any discrepancies, the Russian version prevails.
16.2. Invalidity of individual provisions of the Agreement does not entail invalidity of its remaining provisions; such provisions are to be replaced by valid terms closest in meaning.
16.3. The Service Provider's failure to exercise any right provided for by the Agreement does not constitute a waiver of that right in the future.
16.4. The Agreement constitutes the complete and exhaustive understanding of the Parties regarding its subject matter and supersedes all prior oral and written understandings.
16.5. Electronic correspondence between the Parties at the addresses specified in the Agreement and the Personal Account is treated as legally significant and is equated to a simple electronic signature (Article 6 of Russian Federal Law No. 63-FZ "On Electronic Signatures").
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