Public Offer

1. ACCEPTANCE OF THE OFFER

1.1. This Offer shall be accepted by the Subscriber performing conclusive (factual) acts evidencing the Subscriber’s intention, expression of will and desire to enter into legal relations with the Service and conclude a Service Agreement on the terms set out in this Offer.

1.2. Such conclusive acts include, without limitation, payment by the Payer for the Service.

1.3. Acceptance of the Offer means that the Subscriber has read and understood each and all of the terms of the Offer and fully, unconditionally and irrevocably agrees to the provisions and requirements set out herein.

1.4. From the moment the Offer is accepted, the Service Agreement shall be deemed agreed and concluded between the Service and the Subscriber on the terms set out in this Offer, and its terms shall be binding upon and strictly observed by the Parties.

2. TERMS AND DEFINITIONS

2.1. Subscriber - an individual who has entered into a Subscription Agreement (or any other agreement) with the PROVIDER, as published on the PROVIDER’s website.

2.2. Subscription Agreement (or any other agreement) - an agreement for the provision of services entered into between the PROVIDER and the Subscriber.

2.3. Provider - a legal entity entitled to accept and retain Payments from Payers and providing services directly to Subscribers under a concluded Subscription Agreement (or any other agreement).

2.4. Services - paid services available on the PROVIDERS’ websites and provided to the Subscriber under a Subscription Agreement (or any other agreement or arrangement), etc.

2.5. Service - the online platform located on the Website at https://counterplay.ru/, the right holder of which is Limited Liability Company “Germes Pro”, which has entered into an agency agreement with the Provider and/or its Representatives for the acceptance of payments in favour of the Provider.

2.6. Website - the Service’s website on the Internet, accessible at https://counterplay.ru, including all pages of the Website. The Website is an information system maintained and used by the Service to provide interested persons with access to the Website’s functionality.

2.7. Representatives - companies that have entered into agreements with the Provider for the organisation of the acceptance and collection of payments from individuals in favour of the Provider, using services engaged under an agency agreement for the acceptance of payments in favour of the Provider.

2.8. Payment - the discharge of a monetary obligation on the Payer’s instructions, using payment instruments, for the purpose of crediting Virtual Property intended for ordering content and services through the Subscriber’s Account in favour of the PROVIDER in payment for the Services.

2.9. Payer - an individual making a Payment on behalf of and for the account of the Subscriber.

2.10. Account - an analytical account in the PROVIDER’s accounting system intended for ordering content and services, in which transactions involving Virtual Property are recorded, including receipts and outgoing transactions associated with the provision of services to the Subscriber. Virtual Property held in the Account may not be used as a means of payment and is neither a bank account nor any other payment instrument.

2.11. Login - the Subscriber’s unique name (identifier) used to obtain remote access to the Service.

2.12. Issuing Bank - the credit institution that issued the payment instrument (debit/credit card) to the Subscriber/Payer.

2.13. Permitted Payer Fee - the fee charged to the Payer for accepting funds in favour of Providers, stated as a percentage or a fixed monetary amount.

2.14. Payment Acceptance Territory - the territory of the countries in which payments may be accepted under this Agreement, as well as the area of the Internet in which the Service facilitates information and technology interaction between Subscribers and Providers.

3. SUBJECT MATTER OF THE OFFER

3.1. Under this Offer, the Service undertakes to provide the Subscriber with the following services:

3.1.1. enabling the Subscriber to review information about the Provider’s services published on the Website;

3.1.2. arranging for the acceptance of a payment in favour of the Provider pursuant to an agency agreement for the acceptance of payments in favour of the Provider entered into with the Provider and/or its Representatives.

3.1.3. The Service acts solely as an organiser of interaction between the Provider and the Subscriber by making the Service (its technical and functional capabilities) available to them for the purpose of the Provider supplying the Services to the Subscriber.

3.1.4. The Service does not participate in determining the terms on which the Services are supplied (type, price, quantity, etc.), does not own such Services and does not itself act as either the Provider or the Subscriber.

3.1.5. The rights, obligations and liability arising from the performance of the Subscription Agreement accrue directly to the Provider and the Subscriber.

3.2. Topping Up the Balance:

3.2.1. The Website’s functionality enables the Subscriber to top up the Account. On the Subscriber’s instructions, the Service shall arrange for the Account to be credited with Virtual Property using funds from the Payment amount.

3.2.2. In providing the Balance top-up service, the Service shall perform the following actions:

• Accept and process the Payment.

• Redirect the Payer to the payment page so that a payment order may be generated and the Payer may instruct the Issuing Bank to make the Payment.

3.2.3. Following successful processing by the Issuing Bank of the Payer’s payment instruction submitted via the payment page (for the amount specified in the payment order), the Service shall arrange for the Account to be credited in accordance with that instruction.

3.2.4. The Account top-up service in respect of the relevant Payment shall be deemed provided by the Service when:

• the Account has been credited, in accordance with the instruction, with the Payment amount less the Permitted Payer Fee, where such fee is provided for by this Offer.

3.2.5. In exceptional circumstances, due to exchange-rate fluctuations, the amount credited to the Account may be lower than the top-up amount stated in the Payment. In such circumstances, the Subscriber may contact support to resolve the matter.

3.2.6. The Service shall provide the Subscriber with the service of crediting Virtual Property to the Account where it is technically possible to do so.

3.2.7. The Service shall accept a Payment for processing only after the Issuing Bank has successfully processed the Payer’s payment instruction corresponding to the Payment amount.

3.2.8. The Service may refuse to provide the Subscriber with the Account top-up service in the following circumstances:

• If the Payment created by the Payer does not comply with the requirements stated on the Website (including where the top-up amount stated in the Payment falls outside the top-up limits specified on the Website).

• If the Service does not receive the relevant Payment amount or if that amount is refunded to the Payer’s card.

3.2.9. The Company may unilaterally refuse to provide the Subscriber with the Account top-up service, without giving reasons, if it identifies Subscriber transactions that pose reputational risks to the Service, or if the Service suspects that a transaction is being carried out in breach of applicable law or is fraudulent.

3.2.10. The Subscriber may request that the Service refund the Payment amount by contacting support in the following circumstances:

• The Account top-up service was not provided within 10 (ten) calendar days after the Service accepted the Payment for processing.

• When creating the Payment, the Subscriber specified a non-existent Login used for remote access to the Service.

3.2.11. The Account top-up service shall be deemed duly provided by the Service in accordance with the Offer, and the Payment amount shall not be refundable, including in the following circumstances:

• The Subscriber specified an incorrect (third-party) but existing Login in the Provider’s system or made any other error when creating the Payment.

• The Account of a Subscriber blocked by the Provider was topped up.

4. INTELLECTUAL PROPERTY RIGHTS

4.1. All materials available on the Website, including design elements, text, graphics, video, music and sounds, are protected by exclusive rights belonging to the Service and other right holders.

4.2. Exclusive rights to use the trademarks, trade names and other intellectual property displayed or otherwise made available on the Website belong to the Service and other right holders.

4.3. Nothing in this Offer shall be construed as transferring or granting to Subscribers any exclusive rights (licenses) to use the Service.

4.4. Except as expressly permitted by this Offer, no content may be copied, adapted, distributed, published, downloaded, transmitted, sold or otherwise used, in whole or in part, without the prior permission of the right holder, unless the right holder has expressly consented to the unrestricted use of the content by any person. The reproduction, copying, collection, systematisation, storage or transmission of content for the purpose of creating a database for commercial and/or non-commercial purposes, and/or the use of content in whole or in any part, irrespective of the method of use, without the consent of the Service and other right holders is prohibited.

4.5. Any use of the Service or content, other than as permitted by this Offer or expressly authorised by the right holder, is prohibited without the right holder’s prior written permission. Content on the Service may, at the Service’s discretion, be accompanied by advertising without further notice to the Subscriber. The Service shall not be liable for any consequences suffered by the Subscriber as a result of the placement of advertising or the Subscriber’s use of advertised goods, works or services.

4.6. The Website contains (or may contain) links to other websites on the Internet (third-party websites) featuring articles, photographs, illustrations, graphics, music, sounds, video, information, applications, software and other content belonging to or originating from third parties (third-party content) and constituting the results of intellectual activity. The Service does not verify such third parties or their content for compliance with any requirements, including accuracy, completeness or good faith. The Service shall not be liable for any information published on third-party websites that the Subscriber accesses through the Website or third-party content, including any opinions or statements expressed on such websites or in such content.

5. MISCELLANEOUS

5.1. The Service does not warrant that the Website software is free from errors, computer viruses and/or extraneous code fragments. The Service allows the Subscriber to use the Service software without providing any warranty.

5.2. The Service shall use all reasonable efforts to ensure the proper operation of the Website, but shall not be liable for any failure to perform or improper performance of its obligations under the Offer, or for any losses arising, including but not limited to, from:

• unlawful acts aimed at compromising information security or the proper operation of the Website;

• Website failures caused by coding errors, computer viruses or other extraneous code fragments in the Website software;

• the absence, inability to establish, or interruption of an Internet connection between the Subscriber’s server and the Website server;

• actions of state, municipal or other public authorities;

• the introduction of regulation of the Internet by the state (or other organisations) and/or the imposition by such bodies of ad hoc restrictions that hinder or prevent performance of the Offer;

• other circumstances associated with acts or omissions of Users and/or other persons aimed at worsening the general conditions for use of the Internet and/or computer equipment that existed at the time the Offer was concluded;

5.3. The Service may carry out maintenance of the Website’s software and hardware systems, with the Website being suspended in whole or in part.

5.4. The Website may be suspended in whole or in part due to force majeure, accidents or failures affecting the software and hardware systems of third parties cooperating with the Company, or acts or omissions of third parties aimed at suspending or terminating the operation of the Website.

5.5. Neither Party shall be liable for any total or partial failure to perform any of its obligations where such failure results from force majeure, including flood, fire, earthquake, other natural disasters, war or hostilities, or other circumstances arising after the Offer was concluded and beyond the Parties’ control.

5.6. The Website may use cookies and similar technologies to maximise user convenience by providing personalised information, remembering marketing and product preferences and helping users obtain relevant information. By using the Website, you consent to the use of cookies and similar technologies.

6. DISPUTE RESOLUTION PROCEDURE

6.1. The Parties have agreed to a mandatory pre-action claims procedure for resolving disagreements and disputes. A Party shall respond to a claim within 5 (five) business days of receiving it.

6.2. If the Parties are unable to agree on a disputed matter, any dispute arising from the Agreement shall be submitted to the court at the place where the Service Administration is located.

7. TERM OF THE OFFER

7.1. In the event of any inconsistency between the Russian-language version of the Offer and any translation, the Russian-language version of the Offer shall prevail.

7.2. This Offer shall enter into force when it is published on the Website on the Internet.

7.3. This Offer is made for an indefinite period and shall cease to have effect if withdrawn by the Service.

7.4. If the Offer is amended, such amendments shall take effect when the revised Offer is published on the Website, unless a different effective date is specified upon publication. The Service may amend the text of the Offer unilaterally.

7.5. The Subscriber shall independently monitor amendments to this Offer and shall be responsible for any adverse consequences arising from failure to comply with this obligation.

7.6. If the Subscriber does not agree to the relevant amendments, the Subscriber must cease using the services provided by the Service. Otherwise, the Subscriber’s continued use of the Service shall constitute acceptance of the revised Offer.

7.7. The current version of the Offer is available on the Website at: https://counterplay.ru/terms

7.8. If the Service provides you with a translation of the Offer from Russian, you agree that the translation is provided solely for convenience and that your relationship with the Service is governed by the Russian-language version of the Offer.