Public Offer
to enter into the license agreement


This document constitutes the official offer of YCLIENTS LLC to enter into the license agreement under the terms and conditions stated herein.

  1. Terms and Definitions

    1. The following terms and definitions apply to this document and all relations between the Parties arising from or related hereto:

      1. Public Offer / Offer – the body of this document with all annexes, amendments and additions hereto, as laid out at the Website and available at: yclients.com/en/info/license.

      2. Agreement means a license agreement concluded and executed by and between the Licensee and the Licensor based on this Offer together with all Mandatory Documents (cl. 3.1. of this Offer) related to such agreement.

      3. Parties means Licensor and Licensee.

      4. Licensor means YCLIENTS LLC, a company registered under the laws of the Russian Federation.

      5. Licensee means a person or entity that is able to accept this Offer as stipulated in Section 10 herein.

      6. License means the non-exclusive non-transferable revocable limited right to use the Products for their functional purposes within the parameters of permitted use and as prescribed by Documentation to the respective Products.

      7. Type of License means set of pre-defined parameters of the Licensee’s permitted use of the Products under the License.

      8. Trial License means a License that is granted to Licensee free of charge for a shortened term and/or with reduced parameters of permitted use and only once for each Licensee for the purposes of the Licensee’s introduction to the Products.

      9. Order means the Licensee’s actions in the relevant section of the Personal Account that are aimed to and required for the selection of the desirable Type of License, its term, and, if applicable, other parameters of permitted use of the Products under the License to be granted.

      10. Products means software programs and databases in the form of the Platform’s components and/or the Platform’s functionality indicated in the Subscription plans.

      11. Mobile Application means the Licensor’s software program “Yclients” intended for installation and use by Licensee on mobile devices.

      12. Branded Mobile Application means Licensor’s software program customized for Licensee and intended for installation and use on mobile devices by the Licensee’s clients.

      13. Tools means Licensor’s widgets, feeds, bots, scripts, Branded Mobile Application and any other downloadable software programs and that are made available by Licensor to Licensee for use as client part of the Products.

      14. Website means any of the automated information systems available on the Internet at network addresses in the following domains (including subdomains): yclients.com.

      15. Yclients Platform (the Platform) means Licensor’s software platform that includes the Website, Mobile Application, Products and other software applications and databases of Licensor designed for online booking and business process automation.

      16. Personal Account – means the personal section of the Platform, to which the Licensee obtains access upon registration and/or authorization in the Platform. The Personal Account is designed for storage of the Licensee’s personal information, submitting Orders, making payments, accessing the Products, viewing and management of other available functionality of the Platform and receiving notices.

      17. Balance – information about the funds credited and debited as license fee for the Licenses granted. Licensee accesses the Balance through the Personal Account.

    2. This Offer may include terms and definitions not defined in clause 1.1. hereof. In this case, such term shall be construed in accordance with the text of the Offer. Where the text of the Offer does not contain an unambiguous interpretation of a term or a definition, the latter shall be construed based on primarily the documents forming the Agreement between the Parties, secondly - the applicable laws, and subsequently - the business practice and science theory.

    3. Any reference herein to a clause (chapter hereof) and/or provisions hereof means the respective reference to this Offer (chapter hereof) and/or provisions hereof.

  2. Scope of the Agreement

    1. Subject to the terms and conditions of the Agreement and for a fee (except for the Trial License), Licensor undertakes to grant Licensee upon submitted Order with limited non-exclusive right (License) to use the Products.

    2. The range of the licensed Products, the parameters of permitted use of the Products, the term of the License, the license fee and other conditions of the License granted shall be defined according to submitted Order and Mandatory Documents.

    3. The territory of use of the Products under the License shall be: worldwide.

    4. In case Licensee has activated option of automated renewal of the License, the Order for same License will be automatically generated on behalf of Licensee and the same License will be granted for a new term subject to the payment of relevant license fee.

  3. General conditions of the Agreement

    1. A compulsory condition for the execution and performance of the Agreement shall be the Licensee's unconditional acceptance of and compliance with the requirements and provisions applying to the relations of the Parties under the Agreement, as determined by the following documents ("Mandatory Documents"):

      1. Terms of Service, that are posted and/or available in the Internet at yclients.com/en/info/terms covering the general terms of registration in the Platform and its use;

      2. Privacy Policy that is posted and/or available in the Internet at yclients.com/en/info/privacy, and sets forth the rules of processing of the personal information of the Platform’s Users including personal data.

      3. Subscription plans, that are posted and/or available in the Internet at yclients.com/en/info/pricing, used by the Licensor for calculation of the license fee to be paid for the License granted under the Order, and include list of and details on the Types of Licenses available, relevant license fees as well as other mandatory terms of provision of Licenses and Products.

      4. End User License Agreement for Mobile Application that is posted and/or available in the Internet stipulating terms and conditions of use of the Mobile Application.

      5. End User License Agreement for Branded Mobile Application that is posted and/or available in the Internet at yclients.com/en/info/eula stipulating terms and conditions of use of the Branded Mobile Application.

      6. Documentation, that is available in the Internet at https://support.yclients.com/hc/en-us, contains detailed description of the Platform, and sets forth technical and legal requirements of its use, including permissions and restrictions applicable to use of a particular Product.

    2. Documents listed in clause 3.1. hereof constitute an integral part of the Agreement executed under the terms of this Offer.

  4. Use of the Products

    1. Licensee shall be entitled to use the Products for their functional purpose within the limits of and in strict compliance with all the requirements and restrictions set forth by the Agreement, including Mandatory Documents.

    2. In case License provides for such option, for the purposes of enabling access of Licensee to functionality of the Products, Licensor shall, during the term of the License, make available to Licensee then-current version of the Mobile Application under the terms and conditions of the End User License Agreement that is posted and/or available in the Internet at yclients.com/en/info/eula. A copy (installation package) of the Mobile Application shall be made available by way of providing access thereto via Internet for downloading in a procedure that is determined solely by Licensor and may be changed at Licensor’s sole discretion.

    3. Development of the Branded Mobile Application per Licensee’s order shall be performed under separate agreement on such works. In case License provides for such option and for the purposes of enabling access of Licensee’s clients to online booking of the Licensee’s services, Licensor shall, during the term of the License, make available at mutually agreed application stores then-current version of the Branded Mobile Application under the terms and conditions of the End User License Agreement that is posted and/or available in the Internet.

    4. The License may not be transferred by way of assignment or sublicense of the Products to any third parties without prior written consent of Licensor, unless otherwise is provided by the Agreement.

    5. Any rights to and methods of use of the Products not expressly specified in the Agreement including Mandatory Documents shall not be deemed granted (permitted) to Licensee. For the avoidance of doubts, Licensee may not, in particular:

      1. reproduce (copy), modify the Products and make further use thereof in any manner whatsoever, except as expressly set forth by Documentation;

      2. reverse engineer the Products;

      3. create its own databases or information systems using the Products;

    6. Any copy of the Product, including all components (parts) thereof, on any tangible media, produced or applied in violation of the terms of the Agreement, shall be immediately destroyed. Any actual possession of such copy shall be considered illegal, and the license to use such copy shall be considered null and void.

  5. Licensee’s client’s data collection and processing

    1. When using the Products for online booking and business process automation the Licensee may collect and process data of Licensee’s clients (the Client’s Data).

    2. Any information processed with use of the Products is controlled by the Licensee who uses the Products to interact with its clients.

    3. Licensor processes the Client’s Data by the server part of the Products as processor on behalf of and upon instructions of the Licensee which is controller of such data.

    4. The Client’s Data may include:

      1. Name, surname, date of birth, phone number, email;

      2. Range of services or products ordered from the Licensee;

      3. IP addresses, MAC addresses, device IDs including all advertising IDs;

      4. HTTP Header and user agent (country, language, local settings, version of the) operating system;

      5. Client’s device and web activity information;

    5. When using the Products for collection and processing of the Client’s Data, the Licensee is obliged to comply with the applicable data protection law and any requirements provided by the third party that own the electronic premises where the Tools are integrated and/or distributed.

    6. The Licensee is responsible to obtain and maintain valid consents from its clients as may be necessary under applicable law (including data protection or data processing laws and regulations).

    7. Licensee is strictly prohibited from using the Products to collect or otherwise process the Client’s Data in violation of applicable law (including data protection or data processing laws and regulations).

  6. License Fee and Payments

    1. License fee for the License granted upon the Licensee’s Order shall be determined according to then-current Subscription plans of Licensor.

    2. The license fee shall be paid in advance. The sum of such advance payment is credited to the Balance and then debited from the Balance according to the data of internal accounting system on the Orders submitted and fulfilled.

    3. In case Licensee has activated option of automated renewal of the License, relevant license fee will be automatically paid (debited from the Balance) at each such renewal until the Licensee disables the option of automated renewal of the License.

    4. By adding credit card to the Personal Account the Licensee consents to that, in case the Balance is not enough to pay the license fee at automated renewal of the License, relevant license fee will be automatically debited from the added credit card until the Licensee disables option of automated renewal of the License.

    5. All payments under the Agreement shall be made by wire transfer or by using of the payment services indicated in the Platform.

    6. Invoices for the advance payments of the license fee (Balance replenishment) are generated automatically upon the Licensee’s request submitted in Personal Account. The amount of the advance payment is determined at the Licensee’s discretion but cannot be less the amount equivalent to 20 EUROS.

  7. Delivery and Reports

    1. The License to use the Products indicated in the Order shall be deemed granted on the date when these Products were provided to Licensee.

    2. Unless otherwise is stipulated by the Parties, the Products indicated in the Order shall be provided to Licensee by way of granting access to the Products via Internet in the Personal Account within 1 (One) business day from the payment of license fee for such Order.

    3. The actual information on fulfillment of Orders and granting Licenses under the Agreement (hereinafter – “the Report”) is available to Licensee in the Personal Account at any time. Licensor may also send the Report to Licensee in the form of electronic document via email.

    4. The Parties acknowledge and agree that data used in the Report shall be the data of the Platform’s internal accounting system.

    5. Should Licensee fail to send to Licensor written objections within 5 (five) business days from the date of granting the License and provision of the Products under the Order, such License and Products shall be deemed properly provided to and accepted by the Licensee without objections.

  8. Limited Warranty

    1. Licensor confirms and guarantees that Licensor owns the rights to use the Products to the extent necessary for the proper performance of obligations under the Agreement.

    2. Licensor may provide warranties in respect of the Products to the extent expressly set forth by the Agreement and the documentation to the Products. Licensor guarantees that the Products will operate substantially in compliance with the documentation provided to them and be free from malicious software.

    3. The warranties provided under the Agreement do not cover any Product that has been modified or altered, has been maintained not in accordance with the recommendations of Licensor, has been used other than as specified in the Agreement and the documentation provided by Licensor, has been used in violation of the rules of operation provided for in the documentation thereof, including use on hardware or with software that were not recommended by Licensor.

    4. EXCEPT FOR EXPRESSLY SET FORTH HEREIN, LICENSOR MAKES NO ANY ADDITIONAL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS OR ANY OTHER MATERIALS (TANGIBLE OR INTANGIBLE) OR SERVICES SUPPLIED HEREUNDER.

    5. THE PRODUCTS ARE PROVIDED ‘AS IS’ AND “AS AVAILABLE”. TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW, LICENSOR HEREBY EXPRESSLY DISCLAIMS ANY WARRANTIES WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND THEIR EQUIVALENTS UNDER THE LAWS OF ANY JURISDICTION.

    6. LICENSOR MAKES NO ANY WARRANTIES THAT THE PRODUCTS SHALL CORRESPOND TO LICENSEE’S DEMANDS, THAT THE PRODUCTS SHALL FUNCTION IN COMBINATION CHOSEN FOR THE USE OR TOGETHER WITH DIFFERENT PRODUCTS OF A THIRD PARTY, THAT FUNCTIONING OF THE PRODUCTS WILL BE FAILURE-FREE OR FAULT-FREE, AND THAT ALL FAULTS OF THE PRODUCTS WILL BE CORRECTED.

  9. Limitation of Liability

    1. UNDER NO CIRCUMSTANCES SHALL LICENSOR BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, STATUTORY, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OF ANY KIND WHATSOEVER, OR FOR ANY LOST PROFITS, BUSINESS OR REVENUE, LOSS OF USE OR GOODWILL, OR OTHER LOST ECONOMIC ADVANTAGE, ARISING OUT OF OR RELATED TO THE AGREEMENT OR THE BREACH HEREOF, WHETHER SUCH CLAIMS ARE BASED ON BREACH OF CONTRACT, STRICT LIABILITY, TORT, ANY FEDERAL OR STATE STATUTORY CLAIM, OR ANY OTHER LEGAL THEORY AND EVEN IF LICENSOR KNEW, SHOULD HAVE KNOWN, OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    2. Notwithstanding anything else, the Licensor’s total liability in connection with the Agreement shall not exceed the amount of fee paid by Licensee to Licensor for the License to the Product which the liability is related to.

  10. Force Majeure

    1. The Parties are exempted from liability for partial or full failure to fulfill obligations under the Agreement as a result of force majeure circumstances arisen after its signing. Such circumstances, in particular, include: acts of God; natural and industrial disasters; acts of terrorism; hostilities; civil unrest; adoption of enactments by public and local authorities that prohibit or restrict the activities of the Parties under the Agreement; other circumstances that cannot be foreseen or prevented in advance and make it impossible to fulfill obligations of the Parties under the Agreement.

    2. In the event of force majeure circumstances that impede the performance of obligations under the Agreement, the period for fulfilling the obligations by the Parties shall be extended pro rata the duration of such circumstances, as well as the time required to eliminate their consequences, but not more than 30 (Thirty) calendar days. If the force majeure circumstances remain in force in excess of the period mentioned above, or, when the force majeure occurs, it becomes evident to the Parties that such circumstances will continue in excess of the period concerned, the Agreement ceases to be effective.

  11. Acceptance of the Offer and Entry into the Agreement

    1. Acceptance of the Offer by the Licensee creates the Agreement between the Licensee and the Licensor under the terms and conditions hereof.

    2. The acceptance of the Offer shall be deemed made by Licensee by making the actions as follows (cumulatively):

      1. Registration in the Platform;

      2. Submitting an Order including automated submission in case such option is activated by Licensee;

      3. Payment of the license fee for the Order;

    3. The Agreement shall be deemed executed upon the Licensee’s acceptance of this Offer.

  12. Effective Period and Amendments to the Offer

    1. The Offer shall become effective upon its posting at the Website and remain in force until canceled by the Licensor.

    2. The Licensor reserves the right to amend and/or cancel the Offer at any time at its discretion. Information on amendment or cancellation of the Offer shall be notified to the Licensee by the Licensor by posting thereof at the Website, in the Licensee's Personal Account, or by sending the relevant notice to the e-mail or postal address specified by the Licensee at the entry into the Agreement or its performance.

    3. Should the Offer be canceled or amended, such amendments or cancellation become effective upon notification of the Licensee thereof, unless any other term of their entry into force is determined by the Offer or additionally in the notice concerned.

    4. The Mandatory Documents mentioned in the Offer, shall be approved, supplemented and amended by the Licensor at its own discretion with further notification thereof (except for the Documentation) to the Licensee in a manner provided for the notifying of the Licensee about amendments to the Offer. The Documentation may be amended by Licensor without notification of Licensee.

  13. Effective Period, Amendment and Termination of the Agreement

    1. The Agreement becomes effective upon acceptance of the Offer by Licensee and remain valid for term of the License granted under such Agreement.

    2. Should the Offer be canceled by the Licensor during the effective period of the Agreement, the latter is deemed to be in force under the terms of the latest version of the Offer and all the Mandatory Documents.

    3. The Agreement can be terminated:

      1. By mutual agreement of the Parties.

      2. At the Licensor’s initiative by repudiating this Agreement immediately in full or in part in case of breach by Licensee of his obligations or warranties under the Agreement including Mandatory Documents.

      3. Upon the initiative of any of the Parties, with a written notice to the other Party on the refusal to execute the Agreement, which is to be provided at least 7 (Seven) calendar days before the planned date of termination.

      4. Otherwise, under the provisions of applicable laws and this Offer.

    4. Licensor does not refund the licensee fee paid for the License granted under the Agreement terminated by Licensee without breach of the Agreement by Licensor or pursuant clause 13.3.2. of this Offer.

    5. Partial repudiation of the Agreement may be expressed as a repudiation in respect of certain Order or Product.

    6. In case of repudiation, this Agreement shall be deemed terminated fully or in relevant part upon the expiration of time periods for such notifications.

    7. Obligations of the Parties which by their nature should survive the termination of the Agreement, including but not limited to: obligations of warranties, confidentiality, payments, shall remain in effect after the termination of the Agreement.

  14. Confidentiality

    1. The Parties agree to keep confidential all the terms of each Agreement and all information received by one Party from the other Party at the conclusion and execution of such Agreement ("Confidential Information") and do not disclose, inform to public or otherwise provide such information to any third party without the prior written consent of the Party provided such information.

    2. Each Party will take all necessary measures to protect Confidential Information with at least the same degree of care as applied for protection of its own Confidential Information. Access to the Confidential Information will be provided only to employees of each of the Parties who need to know it to perform its duties for the execution of the Agreement. Each of the Parties shall ensure that such employees undertake the same obligations to protect the Confidential Information, as provided for by this Offer in respect of the Parties.

    3. Personal information of the Licensee and its clients is processed by the Licensor in accordance with the Privacy Policy.

    4. The obligation to protect the Confidential Information shall remain in force within the effective period of the Agreement and within 5 (Five) years after its termination, unless otherwise agreed by the Parties.

  15. Agreement on use of electronic signature

    1. Parties may apply basic electronic signature upon execution of the Agreement, submitting Orders, preparing Reports and other documentation, sending notifications under the Agreement.

    2. A basic e-signature is an electronic signature that, through the use of the Licensee’s login and password or the e-mail address of the Licensee indicated in the Personal Account (electronic signature key), confirms the fact that the electronic signature is generated directly by the Licensee.

    3. When using email, electronic document sent by email shall be considered signed with basic electronic signature made of sender’s email address.

    4. Recipient of the electronic document identifies the person who signed such document by email address.

    5. When using the Platform, electronic document sent by Licensee via the Platform shall be considered signed with Licensee’s basic electronic signature made of Licensee’s login and password at the Licensor’s Platform.

    6. When Licensee performs any actions on use of the Platform Licensor identify Licensee that the electronic signature belongs to by Licensee’s login and password set forth at registration/authorization in the Platform.

    7. Electronic document sent by Licensor via Licensor’s Platform shall be considered signed with Licensor’s basic electronic signature.

    8. Parties agree that documents signed with basic digital signature shall be considered equal to documents on paper media signed with handwritten signature.

    9. Any actions taken using a basic electronic signature of the Party shall be deemed committed by such Party.

    10. Owner of electronic signature shall keep confidential the key of electronic signature. Specifically, Licensee may not disclose login and password of his Personal Account or email service as well as grant access thereto to third parties, and shall be responsible for their security and individual use, at his own discretion choosing the method of their safekeeping and access limitation thereto.

    11. In case of blocking or unauthorized access to Personal Account or loss of login and/or password, or disclosure thereof to third parties, Licensee shall immediately suspend the use of the Platform until full elimination of relevant risks and promptly notify Licensor thereof by email.

    12. In case of blocking or unauthorized access to email service or loss of login and/or password for access to email service, or disclosure thereof to third parties, the responsible Party shall immediately suspend the use of email service until full elimination of relevant risks, replace the email address with new one, and promptly notify the other Party thereof via Personal Account, fax or other method that secures that the message comes from the Party.

  16. Final provisions

    1. The Agreement, its execution and performance shall be governed by the current legislation of the state of the Licensor’s location. All issues failed to be covered by the Offer or those partially settled shall be governed by the substantive law of the state of the Licensor’s location.

    2. Disputes under the Offer and/or the Agreement shall be settled in the course of pre-court dispute settlement procedure. If the Parties fail to reach agreement, disputes shall be considered in a competent court at the location of the Licensor.

    3. Any notices and documents under the Agreement, unless otherwise stipulated by the Offer, may be sent by one Party to the other Party by: 1) e-mail; 2) provision of an electronic notice to Licensee via the Personal Account; 3) mail with a notice of delivery or by a courier service with confirmation of delivery.

    4. In case that one or more provisions of the Offer or the Agreement are invalid or illegal for any reason, such invalidity does not affect the validity of any other provision of the Offer or the Agreement that remain in force.

    5. Without conflict with the provisions of the Offer, the Parties may at any time execute the concluded Agreement in the form of a written document expressing the Offer valid at the time of its execution, the Mandatory Documents stated herein, and the Licensee’s Order.

  17. Licensor’s Details

    1. YCLIENTS Limited Liability Company

    2. Registration number 5157746100716

    3. Address: Obraztsova street, 4, bldg. 1, floor 1-5, room 1-5, 127055, Moscow, Russian Federation e-mail: support@yclients.com


    4. Current version of the Offer from 1 December 2020 year.