Terms of Service (Public Offer)

User Agreement This document constitutes an offer by Individual Entrepreneur Poroshin A.V. (hereinafter, the "Contractor") to enter into an Agreement for the provision of Services on the terms and conditions set out below. 1. DEFINITIONS AND TERMS 1.1. For the purposes of unambiguous interpretation of this document, the terms below shall have the following meanings: 1.1.1. Offer means this document, the "Public Offer for the Provision of Cover Generator Services", published on the Internet at https://thumbly.art/oferta 1.1.2. Services means the set of services rendered by the Contractor to the User by providing, for a certain period of time, the ability to use the online service "thumbly.art Cover Generator" (hereinafter, the "thumbly.art service"), located on the Internet at: https://thumbly.art. Hereinafter, the thumbly.art service is referred to as the Service. The Services include, in particular: 1) consulting the User on the capabilities of the Service and on working with it; 2) handling the User's requests in connection with errors in the operation of the Service; 3) providing the User with the ability to use the thumbly.art service during the paid period and in accordance with the paid volume of generations. 1.1.3. Registration Page means the web page located at https://thumbly.art that serves for entering the data required for registration as a User. 1.1.4. User means an individual or legal entity that has registered on the Registration Page as a user of the Services and has been assigned a unique identification code (email), and has thereby performed the Acceptance of the Offer. 1.1.5. Acceptance of the Offer means the full and unconditional acceptance of the Offer by performing the actions specified in Article 8 of the Offer. The Agreement is concluded by the Acceptance of the Offer. 1.1.6. Agreement means the agreement between the Contractor and the User for the provision of the "thumbly.art" Services, which is concluded by means of the Acceptance of the Offer. 1.1.7. Customer means a User who has paid for the Services on the basis of the Agreement. Accordingly, all provisions of the Offer and the Agreement addressed to the User apply in full to the Customer as well. 1.1.8. The Contractor and the User/Customer are jointly referred to as the Parties. 1.1.9. Website means the thumbly.art website, located on the Internet and publicly accessible, transferred by the Customer to the Contractor for the purpose of rendering the Services. 1.1.10. Generation means a single generation of data for one image on the Website. 1.2. The Offer may use terms not defined in clause 1.1 of the Offer. In such a case, such a term shall be interpreted in accordance with the text of the Offer. If there is no unambiguous interpretation of a term in the text of the Offer, the interpretation of the term shall be determined: first, by the legislation of the Russian Federation; second, by the website https://thumbly.art; and thereafter, by the interpretation established (in common use) on the Internet. 2. SUBJECT MATTER OF THE AGREEMENT 2.1. The subject matter of the Agreement is the provision by the Contractor to the User of free-of-charge and paid "thumbly.art" Services on the terms of the Offer, as well as paid services for additional configuration of the Service at the Customer's request. Free-of-charge "thumbly.art" Services are provided to the User under the free plan. In all other cases, paid "thumbly.art" Services are provided. 3. TERMS AND CONDITIONS OF THE PROVISION OF SERVICES 3.1. Before concluding the Agreement, the User undertakes to read the contents of the Offer and the terms and conditions of the Agreement. 3.2. The User shall be solely responsible for the security and confidentiality of the registration data: login(s) and password(s). All actions performed using the User's login(s) and password(s) shall be deemed to have been performed by the User. The User shall be solely liable to third parties for all actions performed using the User's login(s) and password(s). The Contractor shall not be liable for any unauthorized use of the User's registration data by third parties. 3.3. In order to use the thumbly.art service, the User must have a computer connected to the Internet. All matters relating to obtaining Internet access rights and to the purchase and setup of the equipment and software products required for this purpose are outside the scope of this Agreement and shall be resolved by the User independently. 3.4. By accepting the Offer in accordance with Article 8, the User consents to receive, at the email address specified during registration as a User, the thumbly.art service newsletter, advertising, as well as system messages and notifications related to the operation of the Service and the status of the User's subscription to the Service. 4. RIGHTS AND OBLIGATIONS OF THE CONTRACTOR The Contractor undertakes: 4.1. To provide the "thumbly.art" Services to the User in accordance with the Agreement concluded on the terms of the Offer. 4.2. When providing the Services under the Agreement, to ensure the User's access to the "thumbly.art" functionality via the client web interface using the User's login(s) and password(s); however, the Contractor shall not be liable if the User is unable to use the "thumbly.art" functionality for reasons beyond the Contractor's control. 4.3. At the Customer's request, to issue invoices for payment for the Service. 4.4. At the Customer's request, to provide service acceptance certificates if the Customer is a legal entity. 4.5. To ensure the confidentiality of the User's registration data, as well as of the User's login(s) and password(s). 4.6. The Parties have agreed that the condition of maintaining the confidentiality of the registration data specified by the Customer during registration on the Registration Page and/or upon conclusion of the Agreement does not apply to cases where the Contractor uses such data for the purpose of issuing invoices to the Customer for payment for the Services and executing service acceptance certificates with the Customer. The data and details provided by the Customer shall be specified in the said documents. The Contractor has the right: 4.7. To temporarily suspend the provision of the Services to the User under the Agreement for technical, technological or other reasons preventing the provision of the Services, for the time required to eliminate such reasons. 4.8. To suspend the provision of the Services under the Agreement and/or to terminate the Agreement early unilaterally out of court in the event of a breach by the User of the obligations and/or warranties assumed under the Agreement. 4.9. To terminate the Agreement unilaterally and delete the User's data without notice if, for 6 (six) consecutive calendar months, the User has not accessed the functionality of the Service via the client web interface using the User's login(s) and password(s). 5. RIGHTS AND OBLIGATIONS OF THE USER AND THE CUSTOMER 5.1. The Customer undertakes to pay for the Contractor's Services under the Agreement in the manner and within the time limits established in the Offer (Agreement). 5.2. The User undertakes to complete the registration procedure. The User agrees to provide true, accurate and complete information about himself or herself in response to the questions in the registration form and to keep this information up to date. If the User provides incorrect information, or if the Contractor has serious grounds to believe that the information provided by the User is incorrect, incomplete or inaccurate, the Contractor has the right to suspend or cancel the User's registration and to refuse the User the use of the service. 5.3. Upon completion of the registration process, the User (the User's representative) receives a login and password for access to the web interface providing access to the information belonging to the User. The User is responsible for the security of his or her login and password (the logins and passwords of the User's representatives), as well as for everything that is done on the thumbly.art service under the login(s) and password(s) of the User (the User's representatives). The User agrees that he or she is obliged to immediately notify the Contractor of any case of unauthorized (not permitted by the User) access using the login and password of the User (the User's representative) and/or of any security breach. The User further agrees that the User and all of the User's representatives shall themselves log out of their accounts (the "Log out" link) at the end of each session of working with the thumbly.art service. 5.4. The User agrees not to use the thumbly.art service for: a) intentional violation of local or Russian legislation or the norms of international law; b) disruption of the normal operation of the thumbly.art service. 5.5. The User has no right to assign his or her rights under the Agreement to any third party. 6. PROPRIETARY RIGHTS OF THE CONTRACTOR 6.1. The User acknowledges and agrees that the thumbly.art service and all necessary software associated with it contain confidential information that is protected by intellectual property laws and other international laws. Neither the User nor any other persons with the User's assistance shall copy or modify the software; create programs derived from the software; penetrate the software for the purpose of obtaining program codes; sell, lease or transfer to third parties any rights in respect of the software and the Service provided to the User; or modify the Service, including for the purpose of obtaining unauthorized access to it. 7. COST OF THE SERVICES AND PAYMENT TERMS 7.1. The Customer shall pay the Contractor for the paid Services in accordance with the plans. The Contractor unilaterally establishes the cost and terms of provision of the Services under all plans by publishing information about them on its website https://thumbly.art. Once established, the cost and terms of provision of the Services remain in effect until the next change, as well as throughout the entire period prepaid by the Customer. Changes to the cost and terms of provision of the Services shall be brought to the Customer's attention no less than 30 days before such changes take effect by publishing the relevant information on the Contractor's website: https://thumbly.art. 7.2. The cost of the services specified in this Offer is not subject to value added tax (VAT) in accordance with the legislation of the Russian Federation (clause 8 of Article 164 of the Tax Code of the Russian Federation). 7.3.1 The Customer shall pay for the Services in Russian rubles by non-cash payment: 7.3.2. Customers that are legal entities shall pay by bank transfer to the Contractor's settlement account from the settlement account of the Customer organization. 7.3.3. From Customers who are individuals, the following are accepted: payments made by bank cards and other payment methods available in the Customer's personal account on the https://thumbly.art service. 7.3.4. The User may enable or disable a regular (recurring) payment at any time in his or her personal account. 7.4. The paid Services are provided to the Customer on the terms of prepayment for the Services. The Customer makes an advance payment in the amount of 100% (one hundred percent) of the cost of the Services ordered. When the Services are provided, the Customer may be granted a partial deferral of payment for the Services. The Customer undertakes to pay the cost of the ordered Services in the amount of 100% (one hundred percent) 7.5. Within five days after the end of each calendar month, the Customer has the right to submit a reasoned refusal to accept the services in respect of the paid Services rendered during that month. If no reasoned refusal to accept the services is received from the Customer within the specified period, the Services shall be deemed to have been duly rendered by the Contractor and accepted by the Customer in full, in the volume corresponding to the plan used. 8. ACCEPTANCE OF THE OFFER AND CONCLUSION OF THE AGREEMENT 8.1. The fact of registration as a User on the Registration Page constitutes the User's unconditional acceptance of this Offer. 9. TERM AND AMENDMENT OF THE TERMS OF THE OFFER 9.1. The Offer enters into force from the moment it is published on the Internet at https://thumbly.art/oferta and remains in effect until the Offer is withdrawn by the Contractor. 9.2. The Contractor reserves the right to amend the terms of the Offer and/or to withdraw the Offer at any time at its own discretion. If the Contractor amends the Offer, such amendments shall enter into force from the moment the amended text of the Offer is published on the Internet at the address specified in clause 9.1, unless a different effective date of the amendments is additionally specified at the time of such publication. 10. TERM AND AMENDMENT OF THE AGREEMENT 10.1. The User's Acceptance of the Offer, performed in accordance with Article 8 of the Offer, creates an Agreement (Article 438 of the Civil Code of the Russian Federation) on the terms of the Offer. 10.2. The Agreement enters into force from the moment of the Acceptance of the Offer. 10.3. The Agreement is concluded for an indefinite term and remains in effect until terminated. 10.4. The User agrees and acknowledges that amendments to the Offer entail the introduction of the same amendments into the Agreement concluded and in effect between the User and the Contractor, and such amendments to the Agreement enter into force simultaneously with such amendments to the Offer. 10.5. The Offer may be withdrawn by the Contractor at any time; however, this shall not constitute grounds for the Contractor to refuse to perform its obligations under a concluded Agreement. 11. TERMINATION OF THE AGREEMENT AND REFUND OF FUNDS 11.1. The Agreement may be terminated: 11.1.1. By agreement of the Parties at any time; 11.1.2. At the initiative of either Party in the event of a breach of the terms of the Agreement by the other Party, with written notice to the other Party; 11.1.3. At the initiative of either Party with written notice to the other Party 30 (thirty) days prior to the termination of the Agreement; 11.1.4. At the initiative of the Contractor without notice to the User if the conditions of clause 4.9 of the Agreement are met. 11.2. In the event of early termination of the provision of the Services upon termination of the Agreement, the Contractor shall refund the unused funds to the Customer upon the latter's application. The amount of unused funds to be refunded is calculated as the funds paid by the Customer to the Contractor under the Agreement less the cost of the Services actually rendered as of the date of termination of the Agreement and the expenses actually incurred by the Contractor in connection with the performance of the Agreement. Refunds are made only by non-cash payment. Refunded funds shall not be transferred to a third party at the Customer's request. This clause applies both to Customers who are individuals and to Customers that are legal entities. 11.3. The Customer has the right to refuse a paid service at any time before it begins to be received/performed. Such a situation arises only when the Customer has made a payment for the Services but has not activated any of the paid plans in his or her personal account on the thumbly.art service. In this situation, the Customer is entitled to a refund of the entire payment amount credited to the Contractor's settlement account. The refund is made in accordance with clauses 11.4 - 11.6 below. 11.4. The following refund rules apply to Customers that are legal entities: 11.4.1. In order to receive a refund to its settlement account, a Customer that is a legal entity must complete an "Application for a Refund", which the Contractor sends upon request to the Customer's email address. Applications bearing the original seal of the Customer organization and the signature of the general director (or other sole executive body of the Customer) are accepted for consideration. The refund will be made to the Customer's bank account from which the Contractor previously received the funds for the Services within 30 (thirty) business days from the date the Contractor receives the "Application for a Refund". 11.5. The following refund rules apply to Customers who are individuals: 11.5.1. In order to receive a refund to a bank card or settlement account, a Customer who is an individual must complete an "Application for a Refund", which the Contractor sends upon request to the Customer's email address, and attach a copy of his or her passport. The refund will be made to the Customer's bank account specified in the application within 30 (thirty) business days from the date the Contractor receives the "Application for a Refund". 11.5.2. In order to receive a refund of funds erroneously credited to the Contractor's settlement account via payment systems, a Customer who is an individual must submit a written application with a copy of his or her passport and the receipts/slips confirming the erroneous crediting attached. This application must be sent to the Customer's email address. After receiving the written application with the copy of the passport and the receipts/slips attached, the Contractor shall make the refund to the Customer's settlement account specified in the application within up to 30 (thirty) business days from the date of receipt of the Application. In this case, the refund amount shall be equal to the amount erroneously credited. 11.6. The period for consideration of the Application and refund of funds to the Customer (whether a legal entity or an individual) begins from the moment the Contractor receives the Application and is calculated in business days excluding public holidays/weekends. If the application is received by the Contractor after 18:00 on a business day or on a public holiday/weekend, the moment of receipt of the Application by the Contractor shall be deemed to be the next business day. 12. WARRANTIES 12.1. During the term of the Agreement, the Contractor will make every effort to eliminate any failures and errors, should they occur, as quickly as possible. At the same time, the Contractor does not guarantee the absence of errors and failures in the provision of the Services to the User, including with respect to the operation of the software. 12.2. Except for the warranties expressly stated in the text of the Offer, the Contractor provides no other express or implied warranties under the Agreement and expressly disclaims any warranties or conditions regarding non-infringement of rights or fitness of the Services for the User's particular purposes. 12.3. By agreeing to and accepting the terms of this Offer through the Acceptance of the Offer, the User (or the User's representative, including an individual duly authorized to conclude the Agreement on behalf of the User) represents and warrants to the Contractor that: 12.3.1. The User (the User's representative) has provided accurate data identifying the User (the User's representative) upon registration as a User on the Registration Page and accurate data of the User when completing payment documents for payment for the Services. 12.3.2. The User enters into the Agreement voluntarily, and the User (the User's representative): a) has fully read the terms of the Offer, b) fully understands the subject matter of the Offer and the Agreement, c) fully understands the meaning and consequences of his or her actions in respect of the conclusion and performance of the Agreement. 12.3.3. The User (the User's representative) has all the rights and powers necessary to conclude and perform the Agreement. 13. LIABILITY AND LIMITATION OF LIABILITY 13.1. For breach of the terms of the Agreement, the Parties shall bear liability established by the Agreement and/or the applicable legislation of the Russian Federation. 13.2. Under no circumstances shall the Contractor bear any liability under the Agreement for: a) any actions/omissions that are a direct or indirect result of actions/omissions of the User and/or third parties; b) any indirect losses and/or lost profits of the User and/or third parties, regardless of whether or not the Contractor could have foreseen the possibility of such losses; c) the use (inability to use) and any consequences of the use (inability to use) by the User of the form of payment for the Services under the Agreement chosen by the User, as well as the use/inability to use by the User and/or third parties of any means and/or methods of transmitting/receiving information. 13.3. The Contractor is not responsible for any possible loss or corruption of data that may occur as a result of the User's breach of clause 5.3 of this Offer. 13.4. The User understands and accepts that the Contractor bears no responsibility for any information posted on the thumbly.art service. The User is fully responsible for all information that he or she uploads, sends, transmits or otherwise makes available by means of the thumbly.art service. Under no circumstances shall the Contractor be liable for the information posted on the service. 13.5. If the Customer has justified claims regarding the quality or completeness of the "thumbly.art" Services provided, the Customer shall be entitled to demand compensation for the (documented) losses incurred and/or early termination of this Agreement by drawing up a Notice. The Contractor undertakes to respond to the Notice with an official letter within ten days from the date of its receipt. If the Customer's claims are found to be justified, the Contractor shall, at the Customer's request, compensate the losses caused to the Customer within the cost of the "thumbly.art" Services rendered to the Customer during the 1 (one) month preceding the moment the Customer's claim arose, and/or terminate this Agreement. 13.6. Upon the occurrence of force majeure circumstances that a party to this Agreement could neither foresee nor prevent by reasonable measures, the time for performance of obligations under this Agreement shall be postponed in proportion to the time during which such circumstances continue, without compensation for any losses. If the Contractor finds itself in a situation in which it has become impossible to perform its obligations due to the occurrence of force majeure circumstances, it shall immediately (but no later than 5 (five) business days) notify the User of the occurrence, the expected duration and the cessation of such circumstances by posting information on its website or by email. Force majeure circumstances include events that a Party cannot influence and for the occurrence of which it is not responsible, including: war, insurrection, strike, earthquake, flood, other natural disasters, fire, power supply failures that occurred through no fault of the Parties, actions and acts of public authorities adopted after the conclusion of the Agreement and making it impossible to perform the obligations established by the Agreement, and other unforeseen circumstances and events and phenomena beyond the control of the Parties, but not limited to the foregoing. If the force majeure circumstances and/or their consequences continue for more than 30 (thirty) consecutive calendar days, the Agreement may be terminated at the initiative of either party by sending a written notice to the other party. 14. PROCEDURE FOR ACCEPTANCE OF THE SERVICES 14.1. The delivery and acceptance of the services rendered is carried out under a Service Acceptance Certificate. The Certificate is drawn up by the Contractor and sent to the Customer upon request no later than 20 (twenty) business days from the end date of the reporting period in which the services were rendered. 14.2. In the absence of objections, the Customer undertakes, no later than 5 (five) business days from the date of receipt of the Certificate, to accept the services, sign the Certificate and send the scanned Certificate to the Contractor by email. 14.3. If there are justified objections or claims regarding the services rendered, the Customer undertakes, no later than five days after the end of each calendar month, to send the Contractor a reasoned refusal to accept the services. The refusal is drawn up in free form, must contain references to the Agreement and the Certificate, and is sent to the Contractor in scanned form by email, with the original of the refusal sent by courier service or by post. 14.4. If the Contractor has not received from the Customer, in the manner and within the time limits established by the Agreement, a scanned Certificate signed by the Customer or the original of a reasoned refusal to sign it, and also if the Customer does not send a request for certificates in accordance with clause 14.1 of the Agreement, the services shall be deemed to have been duly rendered, accepted by the Customer without remarks, and subject to payment. 14.5. If the Contractor receives a reasoned refusal to accept the services from the Customer and agrees with it, the Contractor undertakes to immediately take all measures to eliminate the deficiencies, where applicable. If it is impossible to eliminate the deficiencies, no later than 5 (five) business days from the date the Contractor receives the Customer's written reasoned refusal, the Parties shall settle the dispute by mutual agreement. 14.6 If the Contractor disagrees with the Customer's reasoned refusal to accept the services, the Parties shall consider the situation to be a dispute and shall apply the provisions of clause 15.1 of this Offer. 15. OTHER TERMS 15.1. The Agreement, its conclusion and performance are governed by the applicable legislation of the Russian Federation. All matters not regulated or not fully regulated by the Offer are governed in accordance with the substantive law of the Russian Federation. If disputes between the User and the Contractor in respect of the Agreement are not resolved through negotiations between the Parties, they shall be subject to consideration in the manner prescribed by the applicable legislation in the Arbitrazh Court of the City of Moscow. 15.2. Any notices under the Agreement and certificates of services rendered may be sent by one Party to the other Party: 1) by email: a) to the User's email address specified by the User during registration, from the Contractor's email address specified in Article 16 of the Offer, if the recipient is the User, and b) to the Contractor's email address specified in Article 16 of the Offer, from the User's email address specified by the User during registration, if the recipient is the Contractor; 2) by fax; 3) by mail with acknowledgment of receipt or by courier service with confirmation of delivery. 15.3. If one or more provisions of the Offer are for any reason invalid or unenforceable, such invalidity shall not affect the validity of the Offer as a whole or the validity of any other provision of the Offer (Agreement), which shall remain in force. 15.4. Without contradicting the terms of the Offer, the User and the Contractor may at any time execute the Agreement for the provision of the Services in the form of a written bilateral document. Date of the latest amendments: 2 June 2026