User Agreement

Last updated on April 2, 2020

This Agreement shall be binding on Quarkly and the User and grant the right to the User to use the Service in accordance with the Agreement.

Before using the Site and the Service, we ask you to carefully review the terms of this Agreement. BY CLICKING ON THE “SIGN UP” BUTTON DURING THE REGISTRATION, YOU HEREBY CONFIRM THAT YOU READ, UNDERSTOOD AND EXPRESS YOUR CONSENT TO THE AGREEMENT TERMS. This Agreement is a public offer pursuant to article 435 and article 437, paragraph 3 of the Civil Code of the Russian Federation since this offer is addressed to an unlimited number of persons and has all the significant conditions, their acceptance by the User gives the offer legal effect tantamount to a contract concluded in a written form that was not signed by the parties and the person who accepted it was not identified. You accept the terms of this Agreement every time you use the Site and the Service. If you do not meet the requirements, have not read the entire text of the Agreement, do not understand or accept the terms of this Agreement, you shall immediately leave the Site and stop using the Service.

The User guarantees that in accordance with the User's jurisdiction, they have reached the age of legal capacity (but not younger than 16 years old) that allows them to enter into contracts on their own behalf by acquiring corresponding rights and obligations, dispose of their property, take full responsibility established by the law, or the User can confirm they have got the permission from their legal representative to accept this Agreement.

We reserve the right to amend this Agreement by publishing an up-to-date version of the Agreement on this page and inserting the “Last updated” note in that text with the corresponding date of the amendment, or in any other way we deem appropriate. We are under no obligation to send you notifications of such changes. Any changes to this Agreement shall take effect immediately upon publication and shall apply to all cases of using the Service. If you continue to use the Service after amendments to this Agreement, you shall comply with the Agreement as amended.

TERMS AND DEFINITIONSThe following terms and definitions are used in the Agreement:
Registration is a procedure during which the User creates an Account and provides accurate personal data in the form approved by the Administration.

Account is a profile, arrangement of specific data, information and a number of available features of the Service, all related to a single element of the Service database and customized with the account data specified by the User during the Registration.

Service means the Quarkly hardware and software package that includes but is not limited to the set of information, texts, graphical elements, designs, images, photos and videos, and other intellectual properties, as well as computer programs contained in the information system, which makes such information available on the Internet by using the Site.

Site means the website with the following address: https://quarkly.io/.

Quarkly (“we”, “Administration”) is the administration of the Service.

User (“you”) is any person who has accepted the Agreement in accordance with the procedure established by the Agreement.

All other terms and definitions found in the text of the Agreement shall be interpreted in accordance with other rules governing the use of the Service, with the rules of interpretation established on the Internet and the applicable law regulating the processing of Personal Data.

1. SUBJECT OF THE AGREEMENT1.1. Quarkly hereby provides the User with a simple (non-exclusive), limited license to use the Service for private purposes.

1.2. This Agreement does not have any territorial limitations (applicable worldwide).

1.3. The validity period of the licensed right shall be the same as that of this Agreement.

1.4. This Agreement, Privacy Policy and other documents placed on the Site regulate the relationship between the User and Quarkly with regard to the Licensee providing the User with the rights to use Service. In case of any conflict between the terms of these documents, the terms of the Agreement shall prevail.

1.5. By agreeing to the terms of this Agreement you equally agree to the provisions of other documents available on the Site, partial consent is not allowed.

1.6. The User gets access to the Service by using the Site.

2. REGISTRATION AND USER ACCOUNT2.1. To get access to the Service, the User shall Register.

2.2. The Registration procedure includes the selection of the login (email address) and password by the User, which allows access to the User’s account.

2.3. When creating an Account, the User guarantees that all information provided by the User is truthful, up-to-date and complete.

2.4. The User understands and agrees that we have the right to request additional information about the User, as well as scanned copies of the User’s documents to verify the data provided by the User and make any other queries at our sole discretion.

2.5. We shall not be obligated to check the accuracy and completeness of the data provided by the User, nor are we liable for any User’s losses or losses of third parties due to inconsistency of information provided by the User with real data. The User bears full sole responsibility for maintaining the safety of confidentiality of their personal login and password to access the Account. Therefore, the User understands and agrees that they bear full sole responsibility for any actions which occur through the Account, and the Administration perceives actions taken through the Account (which is entered with the correct login and the password) as actions taken by the User personally.

3. RIGHTS AND OBLIGATIONS OF THE PARTIES3.1. Obligations of the User:

3.1.1. The User shall ensure that the requirements of applicable laws, including the law regulating the processing of Personal Data, as well as social, moral, ethical rules and principles are met when using the Service.

3.1.2. The User shall submit full valid personal data as well as keep it up-to-date on the Account.

3.1.3. The User shall ensure the confidentiality of their account information.

3.1.4. The changes to the Agreement made by the Administration shall be read by the User in a timely manner, including the regular reviews of the page where the Agreement is published.

3.2. Rights of the User:

3.2.1. The User has the right to use the Service in any way not prohibited by this Agreement and by the applicable law.

3.2.2. In the event that there are technical problems with the functioning of the Site or the Service, or in the event that the User discovers facts which give them a reason to believe that the User's access to the Account was used by someone illegally, the User has the right to contact the Administration with a request to clarify the situation and take the required measures.

3.3.Obligations of the Administration:

3.3.1. The Administration shall grant the right to use the Service to the extent specified by the Agreement.

3.4. Rights of the Administration:

3.4.1. The Administration has the right to restrict access to the Service and Account for the User unilaterally at any time in case of breach of the Agreement terms or with no reason, with or without prior notice, temporarily or permanently. The decision of the Administration is final and not subject to review.

3.4.2. The Administration has the right to request additional information about the User as well as scanned copies of the User’s documents for confirming the provided information and to make any other requests when this is necessary.

3.4.3. The Administration has the right to suspend the work of the Site and the Service for the time required to carry out the regular maintenance and restoration of the equipment.

3.4.4. The Administration has the right to use the data provided by the User during Registration to run events related to the Site and Service, send advertising and informational messages to the User, to contact the User to check the quality of the work of the Site and Service, as well as provide the User with critically important information related to the Site usage and the provided services.

4. INTELLECTUAL PROPERTY
4.1. The Service contains trademarks, service marks and domain names that belong to the Administration or third parties. If it is not specified that such trademarks, service marks or domain names belong to a third party, the User should consider that all rights belong to the Administration.

4.2. The Service content including texts, graphic design, logos, images, both as a single unit and composite work, as well as software, are objects of intellectual property of the Administration and third parties and are protected under the copyright and intellectual property rights. Any usage of the Administration’s intellectual property is expressly prohibited without prior written consent.

4.3. The User shall not (and shall not permit anyone to) change, create derivative works, disassemble the Service into component codes, decompile, or otherwise attempt to derive the source code of the Service or any part thereof. The User is fully responsible for such actions under the applicable law.

4.4. The Service used by the User may automatically download and install updates periodically provided by the Administration. Such updates are designed to improve and develop the Service and may be provided in the form of individual bug fixes, enhanced functions, new software modules, or completely new versions. The User agrees to receive such updates (and permits us to provide such updates).

4.5. The Agreement does not provide for the alienation of the intellectual property rights for the Service, except for the limited license, which is granted on the basis of the foregoing. None of the provisions of the Agreement constitutes a cession of intellectual property rights for the Service or a waiver of these rights under the applicable law.

4.6. An unauthorized disclosure of the content and other parts of the Site and Service may result in claims for damages or constitute a violation of the law entailing legal liability.

5. PROHIBITED ACTIVITIES5.1. The User agrees that they do not have the right to use the Service:

5.1.1. If such use violates the requirements of the applicable law or generally accepted moral norms.

5.1.2. to damage the functionality of the Service equipment, network or the equipment of third parties.

5.1.3. to exploit its vulnerabilities, for unauthorized access to any part of the Service or the Site, as well as the Accounts of other Users.

5.1.4. to mislead someone by assigning someone else's name for publication, sending messages or other use with the purpose of intentional financial damage to the Administration and/or third parties or for lucrative purposes.

5.2. When using the Service, regardless of form and role when using the Service, the User shall refrain from actions that are prohibited or restricted by law or violate generally accepted norms of morality, including but not limited to actions which:

5.2.1. are immoral, vulgar or pornographic.

5.2.2. are promoting religious, racial, or ethnic hatred.

5.2.3. are promoting violence, bullying or encouraging people to harm their lives and/or health, or the lives and/or health of others.

5.2.4. are aimed at selling narcotic or psychotropic substances, weapons, explosives or prescriptions for their manufacture.

5.2.5. are aimed at propaganda of terrorism, extremism, Nazism, etc., spreading financing forms of such activities or contain calls for the violation of existing legislation, radical political slogans.

5.2.6. contain the offer of goods or services the sale of which is prohibited by law or restricted in one way or another (alcoholic beverages, gambling, etc.), or if the User sells them without proper authorization that is necessary in accordance with the applicable law.

5.2.7. are aimed at spreading viruses, crackers or contain other computer codes, programs or files, aiming to harm the functionality of any computer or telecommunications equipment and parts thereof, including servers and other components of network infrastructure and software. Sending of malware is prohibited in any form, including a complete program or any part thereof, any individual files in any format, as well as Internet links to them, illegal use of databases of telephone numbers, addresses, personal data, etc.

5.2.8. are aimed at spreading spam, floods, doorway pages, phishing, credit card fraud.

5.2.9. are harmful to honor and dignity, defamatory, contain foul language, etc.

5.2.10. are violating intellectual property rights.

5.2.11. contain misleading and/or knowingly false information.

5.2.12. contain information that is not allowed to be disclosed (information constituting state secrets, personal data of third parties, information prohibited from disclosure by virtue of contractual or fiduciary relations of the User, etc.);

5.2.13. contain advertisements that are not authorized by Quarkly, spam (including all forms of search engine spam), flood or chain messages, multi-level marketing schemes, ways to earn money on the Internet (including through emails), information provoking a "chain reaction" in sending messages by recipients and other similar information;

5.2.14. lead to claims of third parties against the Administration with regard to the content of these materials.

6. APPLICABLE LAW6.1. The Administration complies with the current legislation of the Russian Federation, however, we do not guarantee that the Service or any part thereof is available for use in any other jurisdiction. By registering, the User shall comply with the laws of the applicable jurisdiction.

6.2. We have the right to restrict access to the Service, in whole or in part, to any person or entity, at any time and at our sole discretion. Access to the Services from territories where the Service is illegal or may only operate under special permission and/or license is prohibited.

6.3. Upon a formal request submitted in accordance with the statutory procedures, we will cooperate with law enforcement authorities in any investigation of alleged illegal activity with respect to the use of the Service.

7. LIMITATION OF LIABILITY AND RECOVERY OF DAMAGES7.1. The Administration will strive to ensure the Service operability, however, the Service is provided "as it is", with all possible malfunctions. We do not guarantee uninterrupted operation of the Service and are not responsible for interruptions in its operation, do not guarantee the absence of errors, defects, delays and interruptions in the operation of the Service and its failure to be exposed to computer viruses, destruction, modification, information theft, hacking of Accounts or unauthorized access by third parties.

7.2. The Administration shall not be liable in case of the Service's inoperability or incorrect operation on the User's devices and the Service's incompatibility with the User's software. To prevent such situations, the User should use the latest versions of the software and equipment commonly that they normally use for similar services.

7.3. The Administration is not liable for the inoperability of the Service when such an inoperability comes as a result of failures in telecommunications and power networks, critical temperature fluctuations, malicious programs, as well as unfair acts of third parties aimed at obtaining unauthorized access and/or breaking down of the software and/or hardware complex necessary for the Service operation.

7.4. We disclaim all warranties, either express or implied, that the Service will meet User's expectations regarding the use or results of the Service usage.

7.5. In no event shall we be liable for any direct, indirect, punitive, tax, or other damages, lost profits, or any other damages related to User's use of the Service.

7.6. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF INCOME, REVENUE OR PROFIT, DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE OF THE SERVICE OR IN ANY OTHER WAY IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM IN WHICH THEY ARISE, WHETHER ON CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, FAILURE TO EXERCISE NORMAL CARE, WHETHER IT IS A PASSIVE, ACTIVE OR IMPUTED ACT) OR OTHER LEGAL BASIS (EVEN IF THE USER HAS NOT BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NO MATTER IF SUCH DAMAGES WERE FORESEEABLE).

7.7. Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on the Service for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors, and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.

7.8. These limitations do not reduce or exclude our liability for gross negligence, fraud or willful, intentional or criminal acts.

7.9. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, thus some of these limitations may not apply to the User.

7.10. The User shall reimburse us for all damages and costs incurred as a result of the User's breach of this Agreement, any applicable law or damage caused to third parties.

8. SETTLEMENT OF DISPUTES AND CLAIMS8.1. Any questions, comments, and other correspondence should be sent to the [email protected]

8.2. We reserve the right to not respond to your inquiries, questions, suggestions or other information sent anonymously or in a way other than specified above.

8.3. We will respond to your inquiries, questions, suggestions within a reasonable time specified by the applicable law.

8.4. The User agrees that all disputes and claims related to the usage of the Service are regulated by the provisions of this Agreement. In the event the claim or dispute cannot be settled, the claim or dispute shall be handled according to procedures established by the law of the Russian Federation subject to the exclusive jurisdiction of the courts of the Russian Federation and before the court at the place where the Administration is located.

8.5. The User agrees that filing a joint and/or class actions and claims against us is not an appropriate and permissible way of protecting the User’s rights by the User if this is permitted by the applicable law; therefore, the User shall not participate in joint and/or class actions and claims against the Administration.

9. TERM OF THE AGREEMENT9.1. This Agreement is concluded between the parties for an indefinite period, subject to the User's continued use of the Service.

9.2. We reserve the right to restrict access to the Service or Account for the User at our own discretion at any time, for any or with no reason, with or without prior notice, temporarily or permanently.

9.3. The User has the right to stop using the Service at any time by sending a corresponding request to us. From the moment of deleting the User Account, this Agreement shall cease to be valid.

9.4. Termination of the Account may result in the forfeiture and destruction of all information associated with the User Account. We can continue to store the User Account data in accordance with the applicable law.

9.5. We reserve the right to change the Agreement at our own discretion at any time. We are not obliged to give notice of such changes. Any changes to this Agreement shall take effect immediately upon publishing on this page and shall apply to all uses of the Service.

10. FINAL PROVISIONS10.1. Nothing in this Agreement shall be considered by you as a source of legal advice.

10.2. You expressly acknowledge that the use of Services is at your own risk.

10.3. Prior to accepting this Agreement, the User shall consult with a qualified professional, if the User has any questions about their legal rights and obligations or does not understand the Agreement terms or the applicable law.

10.4. The User confirms that they have carefully reviewed the Agreement terms and applicable laws, and understand the risks and costs of using the Service.

10.5. The User guarantees the Administration that, prior to agreeing to the Agreement terms, the User uses the Service not for personal, family or other needs, but for the needs related to their entrepreneurial activity. Therefore, Consumer Protection Legislation shall not be applied to relations between the User and the Administration under this Agreement.

10.6. In the event that any provisions at any part of the Agreement are deemed to be invalid, this will not affect the validity of the remaining Agreement provisions.