Terms of service
1. General provisions

1.1. This Terms of service (hereinafter referred to as the "Agreement") shall determine terms and conditions of providing services according to Article 437 of the Civil Code of the Russian Federation and become an official written public offer of TopHit LLC (hereinafter referred to as the "Administration"), addressed to legally capable individuals and legal entities (hereinafter referred to as the "User"/ "Users") in order to conclude the Agreement on using internet-site of Administration www.tophit.ru (hereinafter referred to as the "Site") pursuant to the terms and conditions stated below.

1.2. Administration and User are collectively referred to as the "Parties", and each individually referred to as a "Party".

1.3. Each Party warrants and represents that it has essential legal status and capacity, as well as full power and authority required and sufficient to sign and execute this Agreement pursuant to the terms and conditions hereof.

1.4. The current version of Agreement is always available on the Site www.tophit.ru, and is obligatory for information of the User before it accepts terms and conditions hereof and registers on the Site.

1.5. This Agreement shall come into force and shall be binding for the User and Administration from the moment of registration of the User on the Site and fulfillment of other actions set forth by Clause 9 hereof.

1.6. Terms and conditions of this Agreement may be amended by Administration without any special notice to the User. New version of this Agreement shall come into force from the moment set forth in section 10.1. hereof.

1.7. Should the User fail to agree with any provision of this Agreement it is not entitled to use the Site and register on the Site.

1.8. Terms and conditions of site content using and Privacy policy placed on the Site are integral part of this Agreement. Acceptance of this Agreement shall also mean consent to the Terms and conditions of site content using and Privacy policy of Administration.
2. Basic terms and definitions

2.1. Registration – self-facilitated information of the User about itself by way of entering such data to electronic registration form available on the Site in order to further receive access to the Services, provided by Administration to the User.

2.2. Account (register entry) – complex of User's pages on the Site, containing personal information and system files of the User, as well as menu and tools for completing by the User of operations and receipt of Services, provided by Administration to the User.

2.3. Private account – User internal account on the Site, by which the User pays for services, provided by Administration to the User.

2.4. Performer – singer, musician or group of singers or musicians who sing, play the musical instruments or in other way perform works live and/or with assistance of technical facilities.

2.5. DJ – person created a musical compilation (mix, remix and the like) as a result of creative reedit of phonogram and usage of special audio effects.

2.6. ID – short (up to 10 seconds) voice or vocal phonogram, recorded by Performer for transmission on radio air for information and/or advertising purposes.

2.7. Broadcaster – legal entity or individual registered on the Site and communicating copyright or related rights objects (hereinafter referred to as the "Objects") over the air broadcast for general public including via satellite by radio (Radio Broadcaster) or television, as well as making available to the public via Internet (Internet Broadcaster).

2.8. Work (composition) – musical work with or without text, which exclusive author right belongs to the User.

2.9. Phonogram (track, single) – exclusively sound performance record by Performer of Work which related rights belong to the User.

2.10. Radiosingle – phonogram version ready for rotation on radio air.

2.11. Demonstrating phonogram (Demo) – short (as a rule, up to 60 seconds) phonogram, created or authorized by the User by way of cutting sound duration of Work, Phonogram from the User Database by means set forth in this Agreement for the purposes of making the Site Users acquainted with Work, Phonogram.

2.12. Remix-pack – source materials and files for creating Remixes, including separate vocal and/or instrumental tracks of origin Phonogram, their fragments and samples, and MIDI-data. Should the User post Remix-pack on the Site it expresses its consent for usage of such Remix-pack by other Users for creating Remix.

2.13. Remix – phonogram overworked from one or some origin Remix-packs and/or phonograms by mixing fragments of origin Phonograms, adding new sound extracts, special effects and/or changing tempo, rhythm and tonality.

2.14. Mix – phonogram, overworked from some origin Phonograms by way of arranging continuous sequence of origin Phonogram, smoothly following each other.

2.15. Phonograms Database – copies of Phonograms, appeared in a form of computer files of .wav and .mp3 formats, independently uploaded by the User on the Site.

2.16. Videoclip (Clip) – short audiovisual work, representing combination of concert, posed and/or animated movie clips and/or videofragments with musical work, which exclusive copyright belongs to the User.

2.17. Preview – short (as a rule up to 60 seconds) part of Videoclip, created pr authorized by the User for the purposes of making the Site Users acquitted with Videoclip.

2.18. Test – test performed under Administration order by Broadcasters, radio listeners, other categories of Site partners of demonstrating phonograms.

2.19. Information materials – information independently uploaded by the User on the Site in a form of computer files about name (pseudonym) of performer, work title, authors of work music and text, name or title of holders of exclusive copyrights to Works and Videoclips, exclusive related rights to Phonograms from User Database, as well at least one photo of Performer of each Phonogram.

2.20. Promo-pack – complex of Performer's or DJ's phonograms, clips, ID, banners, news about performer and its art, interviews, which are allocated by Administration on User's request for the purposes of popularizing Performer and its art.

2.21. Broadcaster report – complex of statistic information on videoclips or phonograms rotation, periodically (weekly, monthly) transferred by Broadcaster to Administration.

2.22. Administration report – complex of statistic information appeared on the Site in respect to phonograms, videoclips, Users ID, including results of phonograms test completed by different categories of Users, testing phonograms and making them available to the public in the Internet or communicating on air or via satellite; information on phonograms rotation on radio air, via satellite, by making available to the public in the Internet.

2.23. Chart (Hit parade) – list of phonograms, typically performed on radio air, via satellite or by making available to the public in the Internet within certain period of time. Chart usually contains generalized statistic information on rotation parameters of each phonogram on radio air, satellite or at making available to the public in the Internet. Detailed description of each Chart, decoding of its marks, parameters and the like are usually available on the page on which a certain Chart is placed.

2.24. Territory – territory of whole world unless other territorial limitations set forth by the User in its Account.

Note. Agreement may use terms and definitions not specified by this clause hereof. Interpretation of such terms are to be completed in accordance with the text hereof, and in case of lack of unique interpretation in Agreement one shall follow interpretation of a term used on the Site, and then – those used on the Internet.
3. Services of Administration provided to the Users (above and further referred to as the "Services")

3.1. Activation of User Account upon User registration on the Site, blocking of Account and deleting thereof upon User request.

3.2. Giving the User ability to exchange text messages with other Users and Administration on the Site.

3.3. Giving the User ability to upload, store, edit phonograms, videoclips, remixes, banners, information materials, ID, contacts, personal information of performer, DJ, rights holder on the Site.

3.4. Giving the User ability to independently set territorial and user limits to access to phonograms or videoclips for other Users.

3.5. Giving the User ability to upload Remix-pack of its own phonogram on the Site to allow other Users, as well as other categories of Site partners to create Remixes on this phonogram and their usage by testing on the Site.

3.6. Giving the User ability to receive Remix-packs of phonograms of other users for the purposes of creation of Remixes on other Users' phonograms.

3.7. Creation of Radiosingles, Demo phonograms, Remixes, mp3-versions of phonograms, banners, ID for Users.

3.8. Production and publication of individual ID of the User on the Site.

3.9. Provision of a possibility of testing new phonograms of the User by other Users and by other categories of the Site partners.

3.10. Granting the User access to testing phonograms of other Users.

3.11. Access to User's phonogram for other Site Users by way of placing the User's phonogram in "Hot tracks" Site section.

3.12. Access to the User's videoclip for other Site Users by way of placing the User's videoclip in "Hot video" Site section.

3.13. Access to the User's ID for other Site Users by way of placing the User's ID in "ID" Site section.

3.14. Renewal of offering period for phonograms and videoclips in "Hot tracks/Hot video" Site sections.

3.15. Providing the User with additional facilities on announcing of its phonograms and videoclips on the Site.

3.16. Allocation of User's banners on the Site.

3.17. Allocation by Administration of User's phonograms on the Site.

3.18. Allocation of Performer's or DJ's news and interviews on the Site.

3.19. Giving the User ability to independently familiarize with a package of weekly renewed detailed rotated statistics in respect to phonograms, clips, ID of the User on the Site.

3.20. Giving the User ability to independently familiarize with rotated statistics on all phonograms and clips available on the Site.

3.21. Giving the User ability to independently familiarize with a package of weekly renewed Charts on the Site.

3.22. Enquiry carried out by Administration among the Site Users on questions interesting for the User.

3.23. Giving the User ability to take part in enquiries carried out by Administration among the Site Users, and familiarizing the User with results of such enquiries.

3.24. Order for Services shall be completed by the User by means of Account ("Orders") or by electronic mail.
4. Rights and obligations of Parties

4.1. Rights and obligations of User:

4.1.1. At registration on the Site the Users shall provide Administration with accurate data and information. Administration reserves the right to demand the User to confirm its information, set forth at registration and ask to provide confirming documents (particularly – identification document) at any time; by discretion of Administration failure of the User to provide Administration with such documents may be regarded as provision of false information. Should the information contained in the documents provided by the User do not correspond the information set forth by it at the registration as well as should such information prevent from identifying the User, Administration is entitled to refuse to grant access to Account to the User and provide the Services.

The User Personal data contained in the Account of the User shall be kept and processed by Administration pursuant to the terms and conditions of Privacy Policy available by user's express and clear request.

4.1.2. At registration on the Site the User shall not use (public) any information about third party (parties) and commit actions on behalf of such third party without properly completed and duly exercised authorization of such party (parties) to act correspondingly.

4.1.3. The User shall further renew its out-of-date information and data of its Account on the Site in time. The User is solely liable for risk of default by Administration to complete provisions of this Agreement as a result of lack of actual contact and other essential information of the User.

4.1.4. The User shall be solely liable for security of its Account as well as establish its confidentiality. The User shall be solely liable for all actions (and consequences thereof) through or with use of the Site of Administration, including transfer of information for the access to its Account.

The User shall immediately notify Administration on any event of unauthorized (not permitted by the User) access to its Account with use of account of the User and/or on any breach (suspect to breach) of confidentiality of its access means to the Account. Otherwise all actions in or with the use of the Account shall be deemed those made by the User itself.

4.1.5. The User is entitled to provide Administration with Phonograms Database, made by the User at its own discretion. All parameters (number and title of Works, names of authors and performers) of Phonograms Database shall be recorded on the Site and at any moment available for the User by means of its Account except for cases set forth by this Agreement (including force majeure, suppression or cease of this Agreement), and except for the cases of planned and casual technical service breaks in the Site functioning.

4.1.6. The User is entitled to ask Administration to provide the Report in the form and volume set forth in section 2.22 of this Agreement.

4.1.7. The User is entitled by using its Account to independently set territorial and other limitations on using its Phonograms, Remix-packs, Videoclips by other Site Users, if such limitations are deemed by the User necessary.

4.1.8. The User has the right to refuse from further receiving the Services from Administration in respect to the Phonograms testing results of which do not satisfy the User.

4.1.9. Simultaneously with providing Administration with Phonograms Database the User shall provide Information materials containing full and accurate information on all Phonograms included in Database.

4.1.10. The User shall provide Administration with its Phonograms, Videoclips, Remix-packs together with Information materials only.

4.1.11. The User shall by its own discretion and in duly time settle possibility to use Works, Phonograms, ID, Videoclips, Remixes by other Users under the terms and conditions hereunder, as well as by Administration for the purposes and in volume required to fulfill this Agreement with all holders of exclusive author and related rights by the way set forth by the current law.

4.1.12. Unless otherwise provided by separate agreement the User from the moment and by uploading of its Works, Phonograms, Videoclips, ID, Remix-packs, Remixes (hereinafter referred to as the "User Objects") on the Site grants Administration and Users a non-exclusive license (hereinafter referred to as the "License") to use any and all User Objects by following means, including under third parties licenses:

4.1.12.1. reproduction of User Objects by means of writing to the computer;

4.1.12.2. broadcasting or communication by cable of User Objects for general public on radio or television (including retransmission);

4.1.12.3. communication of User Objects to the public in the way when any person shall have the access to them from any place and at any time as it determines;

4.1.12.4. modification of User Objects by means of creation of derivated Objects set forth by this Agreement to be covered by this License.

4.1.13. License is granted free of charge (without payment of remuneration) during the copyright and/or related rights term unless this Agreement is terminated earlier pursuant to section 9.6. hereof, worldwide; Administration shall have the right of sublicensing to third parties.

4.1.14. Upon request of Administration the User shall provide it with originals of duly copies of identification documents of the User and/or persons represented by it (information on legal entity), documents confirming the right of the User to Performer's Name (Group Title), trademark, Pseudonymous, registered as a trade mark, as well as authorization of third parties set forth in section 4.1.11. hereof in respect to all User Objects.

4.1.15. The User shall not use its Account on the Site for the purposes of:

4.1.15.1. uploading, mailing, sending, transferring of information and links to such information for other Site Users, if such actions are not prior agreed with the Administration;

4.1.15.2. uploading, mailing, sending, transferring links to viruses, codes, files, programs or to viruses, codes, files, programs themselves, targeting at destroying of any computer or telecommunication software or programs, at completing unauthorized access to such software or programs;

4.1.15.3. gathering and keeping/processing of personal data of third parties;

4.1.15.4. breach of the Site functioning;

4.1.15.5. its own acts, as well as concerned actions with those of third parties aimed to breach of limits and restrictions set on the User.
4.2. Rights and duties of Administration

4.2.1. By completing the assignment of the User (clause 3 hereof) Administration has the right to re-edit Works, Phonograms from the User Database, including:

4.2.1.1. produce and assign unique identification code, including for the purposes of testing to all Phonograms, Videoclips, User ID;

4.2.1.2. produce demo Phonograms and other specialized version of User Phonograms;

4.2.1.3. correct sound level of Phonograms taking into account connection between right and left channels;

4.1.2.4.delete permanent signal component (DC-shift) from Phonogram;

4.2.1.5. delete additional noises not being the part of musical work and resulted from possible mistakes at production or copying of Phonogram;

4.2.1.6. recode Phonograms in following digital formats: MPEG Layer 3 (*.mp3); Wave (*.wav); Windows Media Audio (*.wma).

4.2.2. Administration has the right to demand the User to provide duly organized copies of documents confirming the right of the User, set forth in section 4.1.11. hereof for all Works, Phonograms, Videoclips from User Database, and rights for Performers' Names, Group Titles, Pseudonymous of performers.

4.2.3. Administration has the right to suspend providing the Services in respect to certain Works, Phonograms, Remixes and/or Videoclips of the User or fully refuse to provide the Services to the User (block the User Account) in following cases:

4.2.3.1. communication to Administration of incorrect data about itself and (or) about person (persons), company, the interest of which are represented by the User in the process of Registration on the Site;

4.2.3.2. failure of the User to provide Administration with the documents set forth in section4.1.13. of this Agreement;

4.2.3.3. claims to Administration brought by third parties in respect to rights to Works, Phonograms, Videoclips from the User Database, or claims brought in respect to the rights to experts of Works, Phonograms, Videoclips from the User Database or claims brought in respect to the rights to Performer Name, Performer Pseudonymous, Group Name, or other claims;

4.2.3.4. failure of the User to provide Administration with Information materials set forth pursuant to section 4.1.8 of this Agreement, or inaccurate or partial data and information contained in Information materials;

4.2.3.5. essential inconsistence of musical format of Works, Phonograms from the User Database to format parameters of Broadcasters – partners of Administration;

4.2.3.6. negative result of testing of Works, Phonograms from the User Database;

4.2.3.7. detection by Administration of essential technical defects in Phonogram, Videoclip from the User Database preventing further usage of corresponding Phonogram, Videoclip;

4.2.3.8. any interference of the User in the work of Broadcaster with the purposes of changing of Broadcaster reports' parameters on Phonograms rotation;

4.2.3.9. any interference of the User in the work of Broadcaster aimed to impact the testing results of Phonograms by Broadcaster.

4.2.4. Administration has the right to post advertising information on the User's pages on the Site, form, scope and terms of such which are set and amended by Administration at its own discretion without any approval of the User.

4.2.5. Administration has the right to send the User information messages by means of electronic mail, services of text messages exchange, message systems on the Site. Form, scope and terms of such mailing are set and amended by Administration at its own discretion without any approval of the User.

4.2.6. Administration shall provide Broadcasters with access to Works, Phonograms, Videoclips of the User during at least 30 calendar days from the moment of posting of Works, Phonograms in "Hot tracks" section on the Site, unless otherwise provided hereunder.

4.2.7. For the purposes of popularization of the Phonograms of the User Administration shall provide Broadcasters with access thereto for the purposes of air broadcasting, via satellite and communication to the general public in the Internet during the term of this Agreement, unless otherwise set forth hereunder.

4.2.8. In case provided for by sections 4.2.6.-4.2.7 of this Agreement the Users shall receive remuneration from collective rights management organizations pursuant to provisions of the Civil Code of the Russian Federation.

4.2.9. Administration shall collect, renew and include in report detailed statistic data on each Work, Phonogram from the User Database within at least 30 days from the moment of posting of Works, Phonograms in "Hot tracks" section on the Site.

4.2.10. Without consent of the User Administration shall not fulfill any actions with Works, Phonograms, Videoclips from the User Database which may result in corruption of nature, melody of Work or Phonogram, integrity violation, namely change of duration, tonality, sounding speech, full or partial re-editing.

4.2.11. Administration shall provide the User or its authorized representative with access to the User Account where it could receive detailed information on Administration Report.

4.2.12. Administration shall inform Broadcasters on stated by law remuneration to collective management rights organizations for usage of author and related rights objects, including those in respect to Works, Phonograms, Videoclips from the Administration Database.

4.2.13. Administration shall inform the Users on possibility for rights holders to receive remuneration for usage of Works, Phonograms, Videoclips from collective managements rights organizations pursuant to provisions of the Civil Code of the Russian Federation.

4.2.14. Administration is entitled but not obliged to verify identity of the User and accuracy of the data provided by it.

4.2.15. Administration is entitled not to point the User name by testing Phonogram or Remix.

5. Technical and time specifications of Services provision

5.1. Upon familiarization and acceptance of terms and conditions of this Agreement the User may register with the Site. Within three working days representative of Administration is entitled to specify information provided by the User in the register form on the Site by communication with the User by using its personal and contact information contained in the register form. Should the representative of Administration believe all the information of the Users is sufficient it opens the access to the Account on the Site, Further access to the User Account shall be provided during the term of this Agreement.

5.2. Upon registration and activation of the Account the User specifies list of Services to be rendered by Administration to the User.

5.3. When it is necessary for the User to receive paid Services from Administration the User shall beforehand deposit its Personal Account by any method specified in section "Payment order" hereof.

5.4. By using authorized access to its Account and detailed instructions in "Upload track" section on the Site the User creates Database of certain Phonograms and Videoclips.

5.5. For the purposes of communication of Phonogram, Remix-pack or Videoclip, Demo phonogram, Remix, Mix, ID to the general public the User shall have following source materials and data:

5.5.1. phonogram in WAV format;

5.5.2. demo phonogram in mp3 format;

5.5.3. videoclips in VOB, AVI, MOV, MPEG2 formats, corresponding to technical requirements:

5.5.3.1. stream speed at least 8Mbit/s

5.5.3.2.PCM48000 sound, Stereo, 16 bit

5.5.3.3.

5.5.3.4.FEC 4/3

5.5.3.5.capacity: minimum 50Mb per 1 minute.

5.5.4. Full name of author of Work music and text;

5.5.5. Full name of Videoclip editor;

5.5.56. full information about author and related rights to posted Works, Phonograms, Remixes, Mixes, Vidoclips, Demo phonorgams, ID;

5.5.7. photos of Performer, DJ, group in JPEG format.

5.6. The User shall agree list and terms of provision of Services by Administration in respect to certain Phonograms and Videoclips from the User Database by means of Account or electronic mail with Administration representatives.

5.7. Testing of Phonograms by Radio Broadcasters and Internet Broadcasters are defined according to the price list available at https://tophit.live/en/price?currency=usd
5. Technical and time specifications of Services provision

5.1. Upon familiarization and acceptance of terms and conditions of this Agreement the User may register with the Site. Within three working days representative of Administration is entitled to specify information provided by the User in the register form on the Site by communication with the User by using its personal and contact information contained in the register form. Should the representative of Administration believe all the information of the Users is sufficient it opens the access to the Account on the Site, Further access to the User Account shall be provided during the term of this Agreement.

5.2. Upon registration and activation of the Account the User specifies list of Services to be rendered by Administration to the User.

5.3. When it is necessary for the User to receive paid Services from Administration the User shall beforehand deposit its Personal Account by any method specified in section "Payment order" hereof.

5.4. By using authorized access to its Account and detailed instructions in "Upload track" section on the Site the User creates Database of certain Phonograms and Videoclips.

5.5. For the purposes of communication of Phonogram, Remix-pack or Videoclip, Demo phonogram, Remix, Mix, ID to the general public the User shall have following source materials and data:

5.5.1. phonogram in WAV format;

5.5.2. demo phonogram in mp3 format;

5.5.3. videoclips in VOB, AVI, MOV, MPEG2 formats, corresponding to technical requirements:

5.5.3.1. stream speed at least 8Mbit/s

5.5.3.2.PCM48000 sound, Stereo, 16 bit

5.5.3.3.

5.5.3.4.FEC 4/3

5.5.3.5.capacity: minimum 50Mb per 1 minute.

5.5.4. Full name of author of Work music and text;

5.5.5. Full name of Videoclip editor;

5.5.56. full information about author and related rights to posted Works, Phonograms, Remixes, Mixes, Vidoclips, Demo phonorgams, ID;

5.5.7. photos of Performer, DJ, group in JPEG format.

5.6. The User shall agree list and terms of provision of Services by Administration in respect to certain Phonograms and Videoclips from the User Database by means of Account or electronic mail with Administration representatives.

5.7. Testing of Phonograms by Radio Broadcasters and Internet Broadcasters are charged according to price list available at https://tophit.live/en/price?currency=usd
5.8. Testing shall be deemed statistically corrected provided that Phonogram was tested by at least 20 Broadcasters or in case negative marks of at least 15 Broadcaster were the same.

5.9. Individual mark of testing of each Phonogram by each radio station is calculated as amount of two marks – a mark for quality and a mark for format. Summarized testing mark of each Phonogram is calculated as arithmetical average of individual marks of all Broadcasters taken part in testing of this Phonogram.

5.10. Summarized average mark of Broadcasters is a key parameter for Administration to determine provisions of posting Phonogram on the Site.

5.11. Without additional notification to the User Administration is entitled to stop testing the Phonogram from the User Database in case number of testing Broadcasters exceed 20 (twenty) or upon expiry of 72 (seventy two) hours upon commencement of testing the Phonogram.

5.12. In case of acceptable testing results the User Phonogram shall be announced on home page of the Site within the terms agreed by Administration and the User.

5.13. Within the agreed terms Phonogram shall be available at "Hot tracks" section of the Site for at least 5 weeks. Within this term Administration shall weekly collect statics on phonogram rotation from Broadcasters.

5.14. Without any notification to the User Administration is entitled to shift Phonogram from "Hot tracks" section to "Cold tracks" (history) of the Site and stop collecting information on Phonogram rotation in case Phonogram fails to enter in upper 150 (one hundred fifty) positions of Airplay Detection TOPHIT 200 free chart within 5 weeks of rotation and Broadcaster reports on rotation.

5.15. Upon expiration of hot rotation period but no earlier than in 5 (five) weeks from appearance in "Hot tracks" section of the Site, Administration is entitled to send User Phonogram in "Cold tracks" of the Site or close an access thereto for Broadcaster in full.

5.16. Phonogram may be available in "Cold tracks" of the Site for Broadcasters, but Broadcaster are not obliged to send information on this Phonogram rotation on air to Administration, and Administration shall not provide the User with statistics on such Phonogram rotation on Broadcasters' air.

5.17. Through its Account the User may familiarize with detailed weekly renewed reports of Administration about the Services provided at any time.

5.18. If the User want to request Administration to produce banner the User shall agree with Administration conditions for such allocation by means of electronic mail and provide the following materials and information:

5.18.1. three photos of Performer in JPEG format at least 200 Kb each in electronic format;

5.18.2. logos in vector format (if applicable);

5.18.3. address of the site or page for links.

5.19. Should the User create banners itself it shall use following technical conditions:

5.19.1. banner shall comply to generally accepted moral and ethnic standards and requirements of the law of the Russian Federation, including advertising law, law on author and related rights. Information used in the banner shall not be burdened for Administration with third parties rights;

5.19.2. at production and allocation of banners one shall not violate any author or related rights of third parties;

5.19.3. banner shall not contain scripts, opening any address in the current or new browser window, scripts, interacting with any outside servers unless otherwise additionally agreed, elements of operation systems interface, used as appearance element;

5.19.4. sound and video in audio- or video banners shall be off in default mode and may be on only upon corresponding action of the User. Banners created by the User shall be allocated by Administration based on the User request made by means of Account or by electronic mail.

5.20. Upon agreement of banner and terms and conditions of allocation with representatives of Administration banner shall be allocated in corresponding Site section. Banner shall be allocated for 7 days (from Monday to Sunday).
6. Services and prices

Prices for the Services rendered by Administration are available at https://tophit.live/en/price?currency=usd.

Administration reserves the right to change at any time Prices for the Services by placing new prices at https://tophit.ru/ru/termsofuse. New prices shall be applied to all Services of the Users from the moment of their change by Administration and placing on above stated page.
7. Settlement procedure

7.1. The User shall pay for the Services of Administration in advance. The sum remitted shall be taken at the User's Personal Account.

7.2. Advance payment for the Services may be made:

7.2.1. by bank transfer by remittance of monetary funds to the account of the Administration (legal entities);

7.2.2. by electronic payment systems - Yandex.Money, WebMoney, Qiwie;

7.2.3. by bank cards – Visa/MasterCard.

7.3. All operation with credit cards on the Site shall be made by means of payment systems – Yandex.Cash and Payler.

7.4. Advance payment shall be deemed received and taken on the User's Personal Account upon receipt by Administration of bank affirming payment documents identifying the payment or upon actual remittance of funds by means of payment systems – Yandex.Cash and Payler, or upon receipt of corresponding confirmation from electronic payment system.

7.5. Further payment for the Services rendered by Administration shall be completed by writing off the monetary funds from the User's Personal Account on the Site in case of a positive balance of the User's Personal Account.

7.6. Information on advance sums, remaining balance of the User's Personal Account, as well as on sums written off from the User's Personal Account for the Services rendered by Administration shall be reflected in the User's Account.

7.7. All payments for the Services rendered by Administration to the User are VAT free pursuant to appliance by Administration of simplified tax system based on Articles 346.12, 346.13, book 26.2 of the Tax Code of the Russian Federation from 01.01.2008 (notification about use of simplified tax system USN IFNS No.2 of the city of Moscow as of 09.11.2007 №674).

7.8. Remittance of payment on the User's Personal Account by third parties shall be deemed by the Parties as an action committed in the interests of the User and shall not constitute obligations of Administration before third parties. The User itself shall have any duties and rights in respect to payment made by third parties in favor of the User.
8. Reimbursement procedure and policy

8.1. The User is entitled to request for repayment of paid and unused amounts in following cases:

8.1.1. User's withdrawal from Services of Administration; in this case repayment shall be completed within 30 (thirty) calendar days from the date of written claim of repayment from the User;

8.1.2. in other cases set forth by this Agreement.

8.2. Repayment shall be completed with all bank and payment agents commissions deducted (if applicable):

8.2.1. to the extent of sum taken on the User's Personal Account at the moment of receipt of User's written application for repayment;

8.2.2. till the moment Administration executes the User's order in respect to monetary sums pursuant to the terms and conditions of this Agreement.

8.3. Repayment shall be documented in the office of Administration based on written application of the User provided the User has personal identification document. Administration decides upon whether repayment or not within 10 working days from receipt of the User's request.

8.4. When applicable repayment of monetary funds entered by bank card shall be completed on the same card from which crediting to the User's Personal Account was made. Repayment term is set forth by payment systems policies and amount to term from 7 to 30 calendar days from the moment Administration enters a decision on repayment to the User.
8. Repayment procedure and policy

8.1. The User is entitled to request for repayment of paid and unused amounts in following cases:

8.1.1. User's withdrawal from Services of Administration; in this case repayment shall be completed within 30 (thirty) calendar days from the date of written claim of repayment from the User;

8.1.2. in other cases set forth by this Agreement.

8.2. Repayment shall be completed with all bank and payment agents commissions deducted (if applicable):

8.2.1. to the extent of sum taken on the User's Personal Account at the moment of receipt of User's written application for repayment;

8.2.2. till the moment Administration executes the User's order in respect to monetary sums pursuant to the terms and conditions of this Agreement.

8.3. Repayment shall be documented in the office of Administration based on written application of the User provided the User has personal identification document. Administration decides upon whether repayment or not within 10 working days from receipt of the User's request.

8.4. When applicable repayment of monetary funds entered by bank card shall be completed on the same card from which crediting to the User's Personal Account was made. Repayment term is set forth by payment systems policies and amount to term from 7 to 30 calendar days from the moment Administration enters a decision on repayment to the User.
9. Procedure for conclusion and term of Agreement

9.1. This Agreement on using the Site is concluded between Administration and the User in form of a contract of adhesion (Article 428 of the Civil Code of the Russian Federation).

9.2. The User accepts terms and conditions of this Agreement on familiarization with them on the Site by completing a complex of following actions:

9.3. familiarization with them on the Site and acceptance thereof by putting the button "Agree".

9.4. registration of the User on the Site by filling up electronic registration form on the Site followed with assignment to the User of unique login and password chosen by it; at the moment of sending registration information Administration shall assign the User unique identification number of personal account of the User on the Site.

9.2.3. payment by the User of Phonogram testing cost and informing Administration on the payment done.

9.3. Acceptance of terms and conditions of this Agreement shall mean full and unconditional acceptance of all provisions hereof without any captures and/or limitations and amount to execution of bilateral written Agreement on providing by Administration services to the User (section 3, Article 434 of the Civil Code of RF).

9.4. The User shall accept terms and conditions of this Agreement for indefinite period.

9.5. This Agreement between the User and Administration shall be deemed executed and shall come into force from the moment of acceptance of provisions thereof defined by the date of receipt by Administration of sum set forth in section 9.2.3. hereof and notification of User about done payment.

9.6. This Agreement shall be valid within indefinite period of time until the time of its termination (withdrawal) under grounds set forth by this Agreement or provision of the current law of the RF.
10. Amendment and termination (waiver) of this Agreement

10.1. Administration shall have the right to unilaterally amend this Agreement by way of posting such amendments on the Site. Such amendments shall come into force in 10 days upon their posting unless other term of their coming into force set by Administration additionally at their posting.

10.2. At introduction of changes to the Agreement affecting list and cost of the services rendered by Administration to Users Administrations shall obligatory notify the User on such changes by posting corresponding information on the Site at least three days prior to entry in force of such changes.

10.3. Should the User fail to agree to amendments to this Agreement the User is entitled to terminate the Agreement with Administration (withdraw from execution) by notifying Administration before new terms and conditions of this Agreement come into force.

10.4. Should the User use the Site after Administration introduced changes in this Agreement it shall be definitely deemed by the Parties consent of the User to such changes.

10.5. Administration is entitled at its own discretion to terminate the Agreement with the User (withdraw from execution) at any time without determination causes, including in case of violation by the User of provision of this Agreement by sending a corresponding notification, namely:

10.5.1. notifying the User by means of the Site;

10.5.2. notifying the User to it postal address;

10.5.3. notifying the User to its electronic address set by it at the moment of registration with the Site or by prior sent communications to Administration.

10.6. In case of termination of this Agreement by Administration the Agreement shall be deemed terminated on the expiry of 10 (ten) days upon sending of any notice set forth above. Administration is entitled to withhold to execute the Agreement (suppress any User's operations performed by the Site) prior to termination date. The monetary sum taken in the User's Personal Account at the moment of termination of this Agreement shall be remitted to the User's account within 30 working days upon receipt by the Administration of bank details of the User.

10.7. The Agreement may be terminated by the User at any time provided the User's debt to Administration is paid off.

10.8. Should the User decide to terminate this Agreement (withhold from execution thereof) it is entitled at its own discretion:

10.8.1. notifying Administration to it postal address;

10.8.2. notifying Administration to its electronic address from the User's address set by it at the moment of registration with the Site or by prior sent communications to Administration.

10.8.3. personally deliver written notice to Administration at the office of Administration.

10.9. In case of termination of this Agreement by the User the Agreement shall be deemed terminated on the expiry of 10 (ten) days from the moment of receipt by the Administration of any from the above mentioned notifications.

10.10. This Agreement may be terminated by Administration in the event the User fails to use its Personal account more than 12 calendar months in succession (in this context failure to use shall mean operations resulting in changing of monetary sums taken at the User's Personal Account). The Agreement shall be deemed terminated upon 10 (ten) days from the moment of sending by Administration of corresponding notification to the User. In this case repayment of money to the User is completed by discretion of Administration pursuant to the order set forth in Clause 8 of this Agreement.

10.11. This Agreement may be terminated under another grounds set forth by this Agreement and/or the current law of the Russian Federation.
11. Liability of the Parties. Disputes settlement

11.1. For any breach of this Agreement the Parities shall be liable for execution or improper execution of assumed obligations under this Agreement.

11.2. In case of any claims, demands and/or suits of any third parties to Administration, related to unreliability of warrants of the User, the User shall take all necessary measures to settle all such disputes, and shall fully indemnify Administration for any incurred losses as a result of such claims, demands or suit of any third party.

11.3. Administration shall be liable for usage of Works, Phonograms, Videoclips from the User Database not authorized pursuant to this Agreement.

11.4. Administration shall not be responsible for obligations of Broadcasters or other partners of Administration and (or) User before third parties, engaged in creation of Works, Phonograms, Videoclips from the User Database and transferred by User to Administration hereunder.

11.5. By using the Site the User shall be fully liable for (i) compliance with all legal requirements, including those of legislation on advertising, intellectual property, competition, personal data; (ii) credibility of information set by it at the moment of registration with the Site, and credibility of representations and warrants accepted by it in the process of registration and using the Site. Administration shall not be liable for User activity and shall not be responsible for legality of its actions, including any actions completed with the Site.

11.6. Any disputes or discrepancies which may arise between the Parties on questions not stipulated in this Agreement shall be settled by means of negotiations under the Russian law and pursuant to usual business practice.

11.7. In the event the Parties fail to settle any such disputes and discrepancies by negotiations, such disputes between Administration and legal entities shall be settled by the Moscow Arbitration Court; such disputes between Administration and individuals shall be settled in the court at the location of Administration (unless otherwise provided by the law) subject to the rules provided for by the Russian legislation.
12. Force majeure circumstances

12.1. The Parties shall be relieved from liability for full or partial failure performance of its respective obligations under this Agreement if such failure in performance results from force majeure circumstances raised after acceptance by the Parties of terms and conditions hereof, and the Party was unable to foresee or prevent such circumstance by reasonable steps (force-majeure circumstances).

12.2. Such force majeure circumstances as well as other circumstances excluding liability in the context of this Agreements shall include natural disasters, war or military operations, strike in field or region, enactments of state authority or governing board, the President of the Russian Federation of act resulting in impossibility for the Parties to fulfill this Agreement.

12.3. The Parties shall inform each other on occurrence of such force majeure circumstances immediately (within 3 days).
13. Warranties

13.1. The Parties hereby warrants that there are no agreements, contracts or other deals concluded by them which may be inconsistent to provisions of this Agreement or may limit or prevent from using granted rights hereunder and that these rights shall not become subject of any limitations.

13.2. The User shall assume full liability for content of User Objects including without limitation content of Works, Phonograms, ID, Videoclips, banners, Remixes, the obligations of which shall include consideration of any claims related to their posting on the Site and/or their usage under the terms and condition of this Agreement to Administration or its partners, including Broadcasters and settlement of any such claims at its sole cost and expense.

13.3. The User warrants that:

13.3.1. it is the holder of all rights set forth in section 4.1.11. of this Agreement to Works, Phonogtams, ID, Videoclips, banners, Remixes;

13.3.2. specified in Information materials names/titles of the authors, the performers, other holders of protected intellectual property and means of individualization is correct and complete;

13.3.3. using under this Agreement if Works, Phonograms, ID, Videoclips, banners, Remixes sghall not violate any lawful rights of third parties, including without limitation intellectual rights, personal, civil, contractual or other rights; arising from any deal, legal or any acts, court decisions or other grounds, as well shall not inflict any harm to honour, dignity and/or business reputation of third parties;

13.3.4. Works, Phonograms, ID, VIdeoclipsm banners, Remixes shall not contain any unlawful and/or prohibited for publicity materials;

13.3.5. the User has entered into appropriate agreements (and/or has obtained authorization) with other holders of protected intellectual property or means of individualisation, used in Phonograms, ID, Videoclips, banners, Remixes, allowing their usage by means stipulated in this Agreement;

13.3.6. the User has obtained any and all respective authorization in writing from all persons, companies or institutes, which rights may be affected in the course of using Works, Phonograms, Videoclips, banners, Remixes, as well any and all respective written consent from all individual (including without limitation actors-performers) which photo and video images are used in the mentioned objects of intellectual property to make public and further use such images under the terms and conditions hereunder.

13.4. In case of any demands, claims and/or suits of any third parties contesting the intellectual and/or other rights to use Works, Phonograms, ID, Videoclips, banners, Remixes, or arising in respect to their usage under the terms and conditions of this Agreement Administration shall not be liable to any such third parties; the User shall settle all such demands, claims and/or suits by its own efforts and at its sole cost and expense.
14. Final provisions

14.1. Each Party expenses connected to execution of their obligations under this Agreement shall be covered by each Party on its own account.

14.2. Parties shall inform each other on changes in their post addresses, bank details, phone numbers, e-mail address and other contact information mo later than within three working days upon such changes enter into force.

14.3. At the date the Parties accept terms and conditions of this Agreement all prior communication, documents and negotiations between the Parties in relation to the subject matter of this Agreement shall be deemed unenforceable.

14.4. Titles of clauses in this Agreement, as well as definitions used herein are used by the Parties exclusively for convenience and shall no impact on relations of the Parties defined in certain provisions of this Agreement.
15. Administration contacts

TopHit LLC

Legal and actual address: Russia, 125130, Moscow, Staropetrovsky passage, 11, building 1, office 46
Phone numbers: +7 495 749-5840, +7 903 549-5840

Bank account: 40702810702160002461
in JSC «ALFA BANK», Moscow
Tax number 7743270377 Tax registration reason code 774301001
Primary state registration number: 1187746762587 Bank identification code 044525593
Corresponding account 30101810200000000593
Russian business and organization classification 73553296
Russian national classifier of types of economic activities 63.12
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