Public offer agreement

DOCUMENT 1: PUBLIC OFFER AND USER AGREEMENT

This document is a public offer (proposal) (hereinafter referred to as the “Platform” ) addressed to an indefinite number of persons (hereinafter referred to as the “User” ), as well as a User Agreement regulating the relationship between the Platform and the User.

ATTENTION! By using the Platform, including registration and any interaction with the Platform services, the User confirms that he/she has read the terms of this document and the Privacy Policy , understands them and fully and unconditionally accepts all provisions of these documents. If the User does not agree with any provision, he/she should immediately stop using the Platform.

  1. General Provisions and Definitions

1.1 For the purposes of this document, the following terms have the following meanings:

  • Platform – the website https://99tools.tech, as well as the associated subdomains, software, databases and services belonging to the Platform and intended to provide Users with the ability to create Catalogs from the Content Base and download Printed files and Catalog photos.
  • User – a legally capable individual who has reached the age that allows him to engage in entrepreneurial activity in accordance with the legislation of Ukraine, registered on the Platform and using its services to carry out his commercial activity.
  • Content – a collection of graphic images (prints, designs), product layouts (mockups), Catalogue photos and other materials posted on the Platform, the rights to which belong to the Platform.
  • Content Base – a systematized collection of all Content available on the Platform.
  • Catalogue – an individual selection of Content formed by the User from the Platform Content Base for their own needs, without creating new Content.
  • Credits are conventional units of the Platform, intended for payment for downloading Printed files and Catalogue photos.
  • Print file – a PNG file optimized for use in DTG (direct to fabric) and DTF (direct transfer film) printing technologies, available for download by the User.
  • A catalog photo is an image of a product (e.g. a T-shirt, hoodie, sweatshirt) with a print applied to it, intended for demonstration of the product by the User on their own trading platforms.
  • Acceptance of the Offer – full and unconditional acceptance by the User of the terms of this document, carried out by registering on the Platform, replenishing the balance and/or making the first download of the Content.
  • Personal Account – the User’s personal section on the Platform, which is accessed after registration and authorization, and which contains information about the User, his/her Credit balance, download and replenishment history.

1.2. This document, as well as the Privacy Policy, are public documents and regulate the procedure for the provision of services by the Platform to the User.

  1. Subject of the Offer

2.1. The Platform grants the User a non-exclusive, non-transferable, limited and revocable right of use (license) to access the Content Base to create their own Catalogues and subsequently download Printed Files and Catalogue Photos, under the conditions specified in this document.

2.2. The User undertakes to use the provided Content solely in accordance with the terms of this document and to pay for the Platform services by writing off Credits from the internal balance.

  1. User registration and use of the Platform services

3.1. To gain access to the main services of the Platform, the User must go through the registration procedure by creating a Personal Account.

3.2. When registering, the User undertakes to provide accurate and current information, including name and a valid email address. The User is fully responsible for the accuracy of the data provided.

3.3. The Platform reserves the right to refuse registration or terminate the User's account without explanation if it considers the information provided to be incomplete, inaccurate or in violation of the terms of this document.

3.4. The User is solely responsible for maintaining the confidentiality of their login and password, as well as for all actions performed in the User's Personal Account. In the event of unauthorized access to the Personal Account, the User is obliged to immediately notify the Platform.

3.5. The Platform provides the User with the ability to: a) View the Content Base; b) Create their own Catalogs from the Content Base; c) Download Printed Files and Catalogue Photos under the terms and conditions set forth in this document; d) Top up the Credits balance and track the transaction history in the Personal Account.

3.6. The User undertakes to use the Platform services solely for their own business purposes, as provided for in this document, and not to commit actions aimed at: a) Disrupting the operation of the Platform or its services; b) Unauthorized access to the data of other Users or to the internal systems of the Platform; c) Copying, distributing, reproducing the Content of the Platform for purposes not provided for in this document; d) Creating competing products or services based on the Content of the Platform.

3.7. The User is strictly prohibited from: a) Using the Platform to create, upload, store, transmit or distribute Content that is illegal, harmful, threatening, defamatory, offensive, discriminatory, promoting violence, hatred, pornographic or otherwise unacceptable. b) Impersonating another person or entity without proper permission. c) Uploading viruses, Trojan horses or any other malicious programs.

  1. Rights and obligations of the Parties

4.1. Rights and obligations of the Platform:

4.1.1. Provide the User with access to the Content Base and the Platform functionality after Acceptance of the Offer. 4.1.2. Ensure the uninterrupted operation of the Platform within the limits of its technical capabilities. 4.1.3. Unilaterally set and change the cost of Credits, the terms of their use, tariff plans and the cost of Content downloads. Information about changes shall be published on the Platform [for example, 7] calendar days before they come into effect. 4.1.4. Moderate the Content Base, and also have the right, but not the obligation, to monitor the compliance of user Catalogues with the Platform rules. 4.1.5. Restrict or terminate the User's access to the Platform and/or its services in the event of a violation by the User of the terms of this document, fraudulent activity, improper use of the Content or attempts at unauthorized access. 4.1.6. Not be responsible for the quality of printing of goods by the User, for the User’s choice of materials for printing, for the operation of the User’s equipment, as well as for any errors made by the User when working with Printed Files, including their modification.

4.2. Rights and obligations of the User:

4.2.1. Access the Content Base and create Catalogues, as well as download Printed Files and Catalogue Photos in accordance with the terms of this document and the rules for using Credits. 4.2.2. Use the downloaded Printed Files and Catalogue Photos solely for the purposes of running your own business related to printing on goods and their subsequent sale to end consumers. Catalogue Photos can be used to create product cards on your own websites, in online stores, on marketplaces and in advertising materials. 4.2.3. Be fully responsible for the quality and result of printing, as well as for any actions or inactions related to the use of Printed Files and Catalogue Photos, including their modification, incorrect use or violation of the rights of third parties. 4.2.4. Timely top up the Platform balance to receive Credits. 4.2.5. Comply with the terms of this document and the Privacy Policy. 4.2.6. Not to transfer Printed Files and Catalogue Photos to third parties (except for a printing house or contractor for direct printing for the User), not to resell the files, not to rent them out, not to distribute them or to use them to create competing services. 4.2.7. Not to use the Platform Content to create or distribute materials that are illegal, discriminatory, defamatory, pornographic, violent, inciting hatred or violating anyone's intellectual property rights.

  1. Intellectual property

5.1. All intellectual property rights related to the Platform, its design, software, as well as all Content (including, but not limited to, prints, designs, Catalogue photos) belong to the Platform.

5.2. This document grants the User only a limited right to use the Platform services and downloadable Content within the limits strictly defined by this document. The User does not acquire any rights to the Content other than those expressly granted.

5.3. The User undertakes not to decompile, disassemble, reverse engineer, modify or create derivative works based on the Platform’s software.

5.4. The User has no right to modify Printed Files, except when it is necessary to bring the file into compliance with the requirements of specific printing equipment (e.g. changing the size, color profile), but without changing the print design itself. Any other modification (adding/removing elements, changing the composition) is prohibited without the written consent of the Platform.

5.5. The User agrees that registered trademarks and logos of third parties are not intended for use in mockups and prints presented on the Platform.

  1. Financial conditions and monetization

6.1. The User shall replenish the Platform balance by transferring funds to the Platform's current account through the payment systems available on the Platform. The moment of balance replenishment shall be considered the crediting of funds to the Platform account.

6.2. The funds deposited by the User are converted into internal Platform Credits at the rate of: 1 (one) US dollar (USD) = 100 (one hundred) Credits .

6.3. The cost of downloading one Printed File or Catalog Photo in Credits depends on the total volume of downloads made by the User during a calendar month (dynamic discount system). The current price scale is posted in the "Rates" or "My Account" section on the Platform and can be changed by the Platform unilaterally with prior notice to Users. Example of a price scale:

  • From 1 to 20 downloads per month: 200 Credits per download.
  • From 21 to 50 downloads per month: 175 Credits per download.
  • And so on, according to the current tariffs on the Platform.

6.4. The validity period of Credits is unlimited and they do not expire over time.

6.5. The User can track the balance of Credits, the history of replenishments and downloads in his personal account on the Platform.

6.6. The funds deposited by the User, converted into Credits, as well as the Credits used, are not subject to return, except in cases where the return is due to a technical error of the Platform, confirmed by the technical support of the Platform. Claims for the return of funds caused by errors or carelessness of the User (for example, erroneous replenishment of a large amount, downloading of the wrong file due to the fault of the User) are not accepted and are not grounds for a return of funds.

  1. Liability of the Parties and Disclaimer of Warranties

7.1. User's Responsibility: 7.1.1. The User shall be fully responsible for any damages caused to the Platform or third parties as a result of unlawful or improper use of the Content, infringement of the Platform's copyright, or failure to comply with the terms of this document. 7.1.2. The User shall be responsible for the accuracy and relevance of the data provided during registration. 7.1.3. The User shall be solely responsible for any negative consequences arising from his/her errors, carelessness, or improper use of files.

7.2. Limitation of Liability of the Platform and Disclaimer of Warranties: 7.2.1. The Platform is provided on an "as is" basis. The Platform does not provide any warranties regarding: a) Uninterrupted or error-free operation of the Platform and its services; b) Conformity of the Platform's services to the specific purposes or expectations of the User; c) Accuracy, completeness or relevance of the Content, except in cases where the inaccuracy is the result of a technical error of the Platform. 7.2.2. The Platform shall not be liable for temporary technical failures and interruptions in the Platform's operation caused by circumstances beyond its control (e.g. failures in the operation of Internet providers, power supply, hacker attacks, etc.). 7.2.3. The Platform shall not be liable for lost profits, direct or indirect damage to the User arising from the use or inability to use the Platform and the Content. 7.2.4. The Platform shall not be liable for the actions of third parties, including payment systems, Internet service providers, etc. 7.2.5. The maximum amount of liability of the Platform to the User, regardless of the grounds, is limited to an amount equivalent to the cost of one download of the Printed File/Catalog Photo at the minimum rate in effect at the time the dispute arose.

  1. Dispute resolution procedure

8.1. All disputes and disagreements arising between the Parties during the execution of this document shall be settled through negotiations.

8.2. The User undertakes to send a written claim to the Platform technical support service (support@99 tools . tech ) within 3 calendar days from the moment the dispute arises.

8.3. The Platform undertakes to review the claim and provide a response within 30 calendar days from the date of its receipt.

8.4. If it is impossible to resolve the dispute out of court, the dispute shall be referred to the court at the location of the Platform (in accordance with the legislation of Ukraine).

8.5. The applicable law to this document is the law of Ukraine .

  1. Editing a document

9.1. The Platform reserves the right to unilaterally make changes to this document.

9.2. Users will be notified of such changes by publishing a new version of the document on the Platform 3 calendar days before the changes come into force.

9.3. The User's continued use of the Platform after the changes have come into force means his/her full and unconditional agreement with the new version of the document. If the User does not agree with the changes, he/she is obliged to stop using the Platform.

  1. Final Provisions

10.1. The Platform is intended solely for use by persons who have reached the age at which the legislation of Ukraine permits them to engage in entrepreneurial activity (i.e., persons who can be registered as individuals – entrepreneurs). The User confirms that he/she meets this requirement.

10.2. All issues not regulated by this document shall be resolved in accordance with the current legislation of Ukraine.

 

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