Public Offer

mail@digitalmystic.ru

Russia, Novosibirsk, 2015

1. General Provisions

1.1. This document is an official offer (public offer) of design studio ‘Digital Mystic’ (collectively—‘Contractor’) to enter the Service Agreement (collectively—‘Agreement’) and it contains the essential terms.

1.2. In Accordance with article 437 paragraph 2 of the Civil Code of the Russian Federation, in the event of acceptance the terms set forth below and Contractor Service payment, the person, signing the acceptance, the Acceptor, of this offer becomes ‘The Client’ in terms of the Service Agreement (according to the article 438 paragraph 3 of the Civil Code of the Russian Federation, the acceptance of the offer is tantamount the conclusion of the agreement in terms, set in the offer).

1.3. The Service Agreement is made effective from the moment the Client has completed actions, provided in the Offer, that mean unconditional affiliation to the terms of the Offer without any exemptions and restrictions.

1.4. In connection with the foregoing, read through the text of this Public Offer carefully, if you disagree with any paragraphs of this Offer, the Contractor suggests refusing the acceptance.

1.5. The conclusion of the Agreement is performed by actions committed by the Client in the consecutive order (acceptance of the Offer), stated in paragraph 1.6.

1.6. The acceptance of the Offer means the complete and unconditional adoption of all the terms of the Offer by the Client without any exemptions and restrictions and is tantamount the conclusion of written agreement (the article 434 paragraph 3 of the Civil Code of the Russian Federation).

1.7. For the acceptance of the Offer the Client performs the following steps in consecutive order:

1.7.1. carries out the familiarization of this Offer;

1.7.2. sends the technical assignment or the other detailed written assignment in any form and the phrase ‘I accept the terms of the Public Offer’. This event means the performing the actions of the official registration of the order by the Client, and testifies the complete and unconditioned acceptance of the terms of the Offer by the Client that is tantamount the conclusion of the written agreement.

1.7.3. This offer is considered to be the basic document in official relations between the Client and the Contractor. The Client guarantees all the terms of this Offer are understood and the Client accepts them unconditionally and in full.

2. The subject of the Offer (Agreement)

2.1. According to the Order of the Client the Contractor shall perform the consulting service in the sphere of web design and designing a mobile app, and the Client shall access and pay for the Services.

3. Rights and Duties of the Members

3.1.Contractor’s Rights and Duties

The Contractor has the right to refuse performing the Services to the Client unilaterally and at any time without the explanation of the reasons, except the case the invoice is submitted by the Contractor and is paid by the Client.

The Contractor shall perform in full the paid services

3.2. The Contractor shall:

—perform the Services to the Client after the Client's payment provided in full on Contractor's account or perform such actions by mutual agreement of the parties.

—send the source files, design and other results of the services performed to the Client exclusively after payment provided in full on Contractor’s account if otherwise stated by the parties.

—protect the Client’s Confidential Information that has been obtained in the Order, and the content of the private messages, except the cases contemplated by the Russian law in effect;

—in case of absence of Client’s response obtaining the result of performed services within 3 working days, the Contractor shall inform the Client about the service completion date through email notification.

—put on the result of the work signature-link to the site of the Contractor ‘Design—Digital Mystic’, it does not enter into a confrontation with the visual design elements and does not detract from the key design elements.

4.1. Client's Rights and Duties

4.1.1. The Client has the right under the terms of this Offer to apply with requests to the Contractor, connected with the conclusion and execution of the agreement, by means of any communication: email, Skype, mentioned in Contact Information or sent privately.

4.1.2. The Client has the right to refuse Client Services unilaterally. In this case the Client shall notice the Contractor within 15 (fifteen) working days prior to the date of termination.

4.1.3. The Client agrees

—to pay for the services according to the invoices received from the Contractor.

—to keep to the terms of this Offer without any restrictions and limitations; to indicate true information at the moment of the approval of all necessary issues with the Contractor and while committing the Order.

—to provide the Contractor with the information about all the changes of the registration data, including, without limitation changes of email;

—to take appropriate measures independently to ensure the safety of the accounts, passwords and prevent third parties unauthorized use of the accounts;

—to guarantee that the Client has the authorities to conclude the Agreement;

—to follow the instructions of the Contractor. In case the Client does not follow the Contractor’s instructions, the Contractor has the right to suspend, restrict, or terminate the execution of Order;

—to keep received financial documents, confirming the payment of Services.

5. Service Performing Order and Work Product Delivery Order

5.1. Service Performing Order

5.1.1. Performed Service Act

5.1.1.1. The Contractor according to the final payment (receipt on account) agrees to deliver the result of the services to the Client within 3 (three) days, unless otherwise the payment is agreed by the parties after the performing the Service.

5.1.1.2. After the implementation of such activities the refund is not made to the Client.

5.1.1.3. The delivery of the Services is made through the open Internet channels through Contractor email to Client email mentioned in Contact Information, unless otherwise mutually agreed by the parties. After receiving the result of Services the Client agrees to send email confirming the receiving. If the Client does not receive the result of Service through email within 2 (two) days, he immediately informs the Contractor by alternate channels of communication, uploaded to the Contractor’s internet resource. Then the result of Services will be sent to the Client in accordance with the mutual agreement for the shortest period. Further work with the result permits 2–3 editions upon Client’s reasonable request, the mentioned works are provided free of charge.

6. Service Cost and Payment Procedure

6.1. The Contractor mutually agrees the service cost by the way of the preparatory negotiations with the Client.

6.2. The Contractor provides the invoice with the name of the service and its cost.

6.3. The payments are made by the Client on Contractor’s account in Russian rubles and U.S. dollars, according to the invoice received from the Contractor.

6.4. Making a payment the Client agrees to all the terms of this Offer.

6.5. The payment for the Services shall be considered to be confirmed, and the period of service is considered to be started after the receipt of the information from the bank about the payment transferred on the Contractor's account.

6.6. The money is paid on the Contractor’s account by the Client exclusively as agreed with the Contractor, in case of 100% prepayment and the availability of the Order as the indispensable condition, the Contractor informs the Client in written form through the Client’s Contact Information. The payment instruments in the form of electronic payment system are agreed by the parties in each case for the mutual convenience of payments.

6.7. Prior to the payment by the Client in its final form the parties may at any time cancel this Agreement. If the payment still happened in the form of advance and the Client does not request the refund of it within 30 (thirty) days from the moment of acceptance of this Offer, the Contractor has a right not to return it to the Client.

6.8. The refund is not made for provided Services under this Agreement in any circumstances.

7. The Parties Liability

7.1. The parties are liable for breach of obligation under the Agreement in accordance with the current legislation of the Russian Federation.

7.2. The Client assumes the full liability and risks related to the use of Service, including the liability for the accuracy ranking, completeness and the profit of the Services.

7.3. The Client and the Contractor pay all the applicable taxes, duties and fees independently, payable in accordance with applicable law and independently bear risks and responsibility in case of non-payment.

7.4. Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively, the ‘Work Product’) developed in whole or in part by Provider in connection with the Services shall be the exclusive property of Client. Upon request, Provider shall sign all documents necessary to confirm or perfect the exclusive ownership of Client to the Work Product.

8. Force Majeure

8.1. The parties are released from liability for the full or partial non-execution of the obligations under the agreement, in case such non-execution was concerned with force majeure, namely, natural disasters, wars, blockades, acts of government that affect the execution of the obligations under the agreement, or any force majeure event.

Herewith the time of performance of the obligations under the Agreement delays according to the time of such circumstances.

8.2. The party which is unable to fulfill the obligations shall immediately inform the other party about the occurrence of such circumstances in any form of communication. Untimely notice of force majeure circumstances more than 30 (thirty) days, deprives the Party such circumstances occur against the right to refer to them in the future, as the reason of non-execution or improper execution of the obligations under the agreement.

9. Special Provisions

9.1. The Client entitled to demand the claims for performed work, including its adjustment, from the Contractor within five (5) days from the receipt of the Order. After this period the Order shall be concerned to be accepted by the Client in a peremptory manner, and to be performed with the appropriate quality.

9.2. While performing the Services the Contractor is not responsible for the dates and possible delays caused by the ambiguous formulation of the problem.

9.3. The Contractor has the right in Contractor’s sole discretion to solve the problems, not mentioned by the Clients in the Order, but necessary for its performing.

9.4. In the event the Client wants to make changes in the Order, requiring significant changes to the text, design, scripts, algorithms, etc., created by the Contractor while providing the services, it is considered to be a separate order with the separate payment and timelines.

10. Confidentiality

10.1. The Contractor may obtain the Confidential Information for the execution the ordered material from the Client. The Confidential information means the information presented in verbal, written, electronic or any other form, and relating to the subject of commercial and other activities or technical capabilities, as well as services, actual or analytical data, conclusions and materials, including without limitation, notes, documentation and correspondence.

10.2. The Contractor has the right to send the User Information to the third parties, exclusively in the cases contemplated by the Russian law in effect.

11. Final Provisions

11.1. The Agreement is made effective as of the payment for the Service, in accordance with this offer. The effective period of agreement is made for the entire period of legal relations between the parties. The termination of the effective period means the performance of all the obligations under the Agreement.

11.2. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.

11.3 In the event of the changes are made to documents the Contractor uploads latest versions in the Site. All the changes are made effective as of the moment of uploading.

11.4. If questions not mentioned in the text of this Offer occur, the Parties are guided by existing legislation of the Russian Federation. The original offer is uploaded in Russian. In any event where a dispute arises which may be a result of translation into Russian, or where the any other dispute identifies conflicts between the Russian and English versions of the Agreement, the Russian version will prevail.

Certain Defined Terms

Public Offer

The Offer is this document ‘The Public Offer’ uploaded to the Site of the Contractor http://digitalmystic.ru/docs/offer_eng.html

Client—is the legal entity acting by its agent, or an individual person, having the capacity and the right to enter the contractual relations.

Order—is properly registered request of the Client to the access of the certain Contractor services, which testifies the Client’s intention to conclude the agreement with the Contractor.

Technical Assignment is the Client’s document, defining the order and the terms of performing services according to the Order, containing the aims, tasks, the principles of the service, the expectations of the outcome and the timelines, which can be adjusted by the parties in written form by means of any communications (email, Skype etc.)

Extended Services—the consultation and other services, provided by the Contractor for the additional payment.

Information about the Contractor—email, Skype uploaded to the Site http://digitalmystic.ru/

Confidential Information is the information, which access is limited, according to the legislation of the Russian Federation and which is defined as the commercial, official or private secret, protected by its owner.