This document (hereinafter referred to as “TOS”) is an offer of YCLIENTS LLC (hereinafter referred to as “Yclients”) to enter into the Agreement on the use of the Yclients Platform under the terms and conditions set out below.

  1. Terms and Definitions

    1. The following terms and definitions apply in this document and the resulting or relevant relations of the Parties:

      1. Agreement means the agreement between YCLIENTS and the User that is executed in order and under the terms and conditions of these TOS.

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

      3. User means a person or entity that has accepted these TOS in order stipulated herein.

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

      5. Mobile Application means Yclients’s software program “Yclients” intended for installation and use by Users on mobile devices.

      6. Branded Mobile Application means Yclients’s software program customized per User’s order and intended for installation and use on mobile devices by Clients.

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

      8. Products means software programs and databases in the form of the Platform’s components and/or the Platform’s functionality that are provided by Yclients to Users for use under the terms and conditions of the separate license agreement executed pursuant to the Public offer to enter into the license agreement that is posted and/or available in the Internet at yclients.com/en/info/license.

      9. Personal Account means the personal part of the Platform, to which the User 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.

      10. Client means any third party that books an appointment with or purchases a product online from a User via Tools.

    2. Other terms and definitions that are not stipulated in paragraph 1.1 hereof may be applied in these TOS. In this case, such terms are interpreted in accordance with the text of the TOS. If there is not an unambiguous interpretation of the term or definition in the text of the TOS and other documents constituting the arrangement on the terms of the Agreement, it’s necessary to apply its interpretation defined first of all by the applicable laws and, in the following, by the business practice and scientific doctrine.

  2. Agreement

    1. Except for the cases mentioned in clause 2.2 of these TOS, by using the Platform in any way and in any form within their declared functionality and purpose, including:

      1. Browsing the materials placed on the Website;

      2. Registration and/or authorization in the Platform;

      3. Using the Products, including integration of Tools into User’s or the third parties’ electronic premises or any other distribution of Tools;

      4. Any other use of the functionality of the Platform;

      creates an Agreement based on these TOS.

    2. The Client’s Use of the Tools that were made publicly available by User or Yclients per User’s order (Branded Mobile Application) for booking an appointment or purchasing a product online from a User shall not constitute use of the Platform and does not create an Agreement with Yclients.

    3. These TOS and the mandatory documents stipulated therein determine the main terms for the use of the Platform.

    4. The mandatory condition for the use of the Platform including the Products is the full and unconditional acceptance of the terms and conditions of the following documents by the User (hereinafter referred to as the “mandatory documents”):

      1. Privacy Policy that is posted and/or available on the Internet at yclients.com/en/info/privacy and sets forth the rules of processing of User’s personal information including User’s personal data.

      2. Public offer to enter into the license agreement that is posted and/or available in the Internet at yclients.com/en/info/license stipulating terms and conditions under which license agreements on use of the Products are executed and performed using the Platform.

      3. End User License Agreement for 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 Mobile Application.

      4. 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.

    5. These TOS, including its mandatory documents, can be amended by Yclients without any special notification. The new version of TOS and/or the mandatory documents stipulated therein shall come into force since the moment of posting on the Website or bringing it to the User’s notice in another convenient form, unless otherwise set by the new version of TOS and/or the mandatory documents stipulated therein.

    6. By using any of the possibility listed in the paragraph 2.1 hereof you hereby acknowledge as follows:

      1. You have reviewed the terms and conditions of these TOS and the mandatory documents stipulated therein in full prior to using the Platform.

      2. You accept all of these TOS and the mandatory documents stipulated therein in full without any exceptions and limitations on your part and undertake to adhere to it or terminate the use of the Platform. If you do not agree with these TOS and the mandatory documents stipulated therein, or you are not entitled to enter into Agreement on their basis, you should immediately terminate the use of the Platform.

    7. The current version of these TOS is published at: yclients.com/en/info/terms.

  3. Grant of Rights, Ownership.

    1. Subject to compliance with these TOS, Yclients grants User a limited, non-transferable, non-exclusive, revocable right to access and use the Platform within its functionality.

    2. You agree that you will not, nor will you allow any third party to, unless it is expressly permitted by Yclients: (i) reverse engineer or otherwise attempt to discover the underlying code of the Platform; (ii) copy, modify, adapt, translate or otherwise create derivative works of the Platform; (iii) rent, lease, sell, assign, or otherwise transfer rights in the Platform to any third party; (iv) remove any proprietary notices or bypass any security measures of Yclients with respect to the Platform; (vi) use the Platform in a manner that is not compliant with all applicable laws, rules or regulations and within the scope of the limited rights granted hereunder.

    3. Yclients shall retain all intellectual property rights as well as any other property rights in and to the Platform as well as other services that are provided under these TOS, including, patents, trademarks, source codes, databases, hardware and/or any other material (e.g. documentations, developments, functions, report templates, preparatory material, etc.).

    4. Unless otherwise agreed between the parties, Yclients is entitled to refer to the collaboration with the User and to depict the User’s logo for self-promotional purposes.

  4. General Terms and Conditions of the Platform Use

    1. Browsing the materials posted on the Website in the public domain does not require the registration and/or authorization of the User.

    2. Any other use of the Platform functionality, including provision of the Products, is allowed only after registration and authorization of the User in the Platform in accordance with the rules set forth by Yclients.

    3. The range of the functional opportunities of the Platform, the use of which requires preliminary registration and/or authorization, as well as execution of separate agreement and payment of a fee, is determined at the sole discretion of Yclients and may be changed from time to time.

    4. Upon completion of the registration procedure, a unique User’s Personal Account in the Platform is created.

    5. For registration, the User shall provide reliable and complete information about himself/herself required in the registration form and to keep this information up to date. If the User provides incorrect information, or Yclients has reason to believe that the information provided by the User is incomplete or unreliable, Yclients is entitled at its discretion to block or delete the User’s account, as well as to refuse to provide access to the Platform and relevant Products in full or in a certain part.

    6. Yclients reserves the right to require at any time that the User verify the information provided upon registration and to request supporting documents (personal identification documents in particular); failure to provide these documents may, at Yclients's discretion, be regarded as provision of invalid information and entail consequences according to Clause 4.5 hereof. In case the User's information specified in the documents provided by him/her fails to conform to the information provided upon registration or if the information provided upon registration does not make it possible to identify the User, Yclients shall reserve the right to deny User's access to the User Personal Account and to usage of the Platform.

    7. Information about the User contained in the User’s Personal Account is stored and processed by Yclients in accordance with the Privacy Policy yclients.com/en/info/privacy.

    8. The User shall independently determine the procedure for using the Personal Account and other functionality of the Platform, including the Products, which, however, under no circumstances may contradict to these TOS.

    9. The procedure and consequences of using the login and password by the User are defined in Section 7 hereof.

  5. Restrictions of the Platform Use

    By accepting the terms and conditions of these TOS, you understand and acknowledge that:

    1. Yclients is entitled to set limits and restrictions for the use of the Platforms and the Products based thereon for all Users or for certain categories of Users (depending on the User’s location, language, etc.), including availability/lack of separate functions, maximum period of storage of information and data, special parameters of downloaded information, etc.

    2. Information about the established restrictions shall be brought to the attention of Users in the form and in a way that is determined by the sole discretion of Yclients.

    3. Unless otherwise provided by the mandatory documents hereto for use of particular Product:

      1. The User uses the Platform at his/her own risk. The Platform and the Products are provided “as is” and “as available”. Yclients shall not assume any liability, including the liability for the compliance of the Platform and the Products with the User’s purposes;

      2. Yclients does not guarantee that: the Platform and/or the Products comply with the User’s requirements and shall correspond to them subsequently; the Products will be function continuously, quickly, reliably and without errors; the results that can be obtained using the Platform will be accurate and reliable and may be used for any purpose or in any quality (for example, for establishing and/or confirming any facts); the quality of any product, service, information and data obtained using the Platform shall meet the expectations of the User;

      3. Any information and/or materials (including Tools, other downloadable software, letters, any instructions and manuals for action, etc.), accessible via the Platform, the User may use at his/her own risk and the User is independently liable for the possible consequences of using the mentioned information and/or materials, including any damage to the User’s computer or third parties, any loss of data or any other harm;

      4. Due to the fact the Platform is the subject of permanent amendments and updating, the form and nature of provided functionality of the Platform may from time to time change without prior notice to the User. Yclients is entitled, if necessary, to terminate (temporarily or finally) the provision of the Platform (or any separate functions within the Platform) to all Users in general or to an individual User, in particular without prior notice thereof;

      5. Yclients is not liable for any losses caused by the User’s use of the Platform and/or the Products;

      6. In any circumstances, the liability of Yclients may not exceed One hundred euro and is imposed on it in case of guilt in its actions.

    4. The User shall be independently liable to third parties for its actions when using the Platform and/or the the Products, inter alia, shall guarantee that its actions conform to legal requirements and do not infringe third-party rights and legitimate interests.

    5. In particular, when using the Platform, the User is not entitled to:

      1. upload, send, transmit or otherwise distribute information that is illegal, harmful, defamatory, offends morality, demonstrates (or propagates) violence and cruelty, violates intellectual property rights, promotes hatred and/or discrimination people on racial, ethnic, sexual, religious, social grounds, contains insults to any person or organization, contains elements (or is propaganda) of pornography, children erotica, constitute an advertisement (or a promotion) sexual services (including under the guise of other services), explains the procedure of manufacture, application or other use of drugs or their analogues, explosives or other weapons;

      2. violate the rights of third parties, including minors and/or to harm them in any form;

      3. impersonate another person or representative of the institution and/or community without sufficient rights, including for employees of Yclients, and also to use any other forms and methods of illegal representation of other persons on the Internet, and also to enter users or Yclients in misconception about the properties and characteristics of any subjects or objects;

      4. upload, send, transmit or otherwise distribute and/or distribute non-authorized advertising information, spam (including search engine), lists of other e-mail addresses, pyramid schemes, multi-level (network) marketing (MLM), the system of Internet earnings and e-mail business, “chain letters”, as well as use the Platform to participate in these events;

      5. disrupt the normal operation of the Platform;

      6. otherwise violate legal provisions, including rules and regulations of the international law.

    6. If there are claims filed by third parties against User’s violation of any property and/or personal non-property rights of third parties, as well as the prohibitions or restrictions established by the law, upon Yclients’s request such User shall undergo the official identification by providing Yclients with written obligation to settle the claims independently and at his/her own expense.

    7. If Yclients is brought to justice or imposed with a penalty in connection with the User’s violations of the rights and/or interests of third parties, as well as the prohibitions or restrictions established by the law, such User shall compensate Yclients for the losses in full.

    8. In case of repeated or gross violation of the terms and conditions of the Agreement and/or legal requirements, Yclients may block or delete the User's account, prohibit access to certain part of Platform and delete any information indicated by the User in the Personal Account, without prior notice.

  6. Notices

    1. Yclients is entitled to send electronic informational messages (hereinafter referred to as “Notifications”) about important events occurring within the Platform or related to the User via to the User’s e-mail or phone number indicated in the Platform.

    2. Yclients is also allowed to use Notifications to inform the User about restrictions on access to the Platform in case of preventive maintenance, the User’s violations, changes in the functionality of the Platform, the scope or terms of providing the Platform, including amendment of these TOS and mandatory documents.

    3. Yclients is entitled at its own discretion to use Notifications for the distribution of advertising of its own services and products (services) of third parties.

  7. Electronic Signature Use Agreement

    1. In the relationship between Yclients and the User, electronic documents certified by a basic e-signature can be used.

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

    3. As agreed by the Parties electronic documents signed by a basic e-signature shall be recognized as equivalent to documents on paper signed with a wet signature.

    4. Yclients identifies the User, to whom a basic e-signature corresponds, according to the User’s login and password stipulated during registration/authorization in the Platform - in case of any actions on use of the Platform or according to the email address applied by the User - in case of Yclients received any messages from this address.

    5. Any actions taken using a basic e-signature of a certain User shall be deemed committed by such User.

    6. The User shall be obliged to keep confidentiality of the electronic signature key. In particular, the User is not entitled to transfer his/her login and password or provide access to his/her e-mail to third parties, and the User shall be fully liable for their safety and personal use, independently choosing the way they are stored and limiting access to them.

    7. In case of unauthorized access to the login and password, their loss or disclosure to third parties, the User is obliged to immediately notify Yclients about this by sending an e-mail from the e-mail address stipulated in his/her Personal Account.

    8. In case of loss or unauthorized access to the e-mail address stipulated in the Personal Account, the User shall be obliged to immediately change such address in the Personal Account with a new one and report this fact to Yclients by sending an e-mail from a new e-mail address.

  8. Final Provisions

    1. If by any reason one or several provisions hereof become invalid or unenforceable, this does not affect the validity or applicability of the remaining provisions hereof.

    2. Yclients’s inaction in case of violation by the User of the provisions hereof does not deprive Yclients of the right to take appropriate actions in defense of its interests later, nor does it mean that Yclients waived its rights in case of subsequent same or similar violations.

  9. Yclients’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: [email protected]

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