SUBSCRIPTION OFFER AGREEMENT
“HolyPoly” LLP (Limited Liability Partnership), represented by Director Maksim Andreevich Bronnikov, acting on the basis of the Articles of Association (hereinafter referred to as the “Partnership”), offers this public offer agreement (the “Agreement”) to individuals and legal entities (the “User”) who accept it.
This Agreement is published on the Partnership’s website located at: https://scanwow.com/ (the “Website”).
Under this Agreement, the Partnership and the User, hereinafter collectively referred to as the “Parties”, agree to the following terms and conditions:
1. Subject of the Agreement
1.1. This Agreement constitutes a public offer in accordance with international principles of electronic transactions (UNCITRAL Model Law) and governs the User’s purchase of a paid subscription (the “Subscription”) to the ScanWOW service available on the Website, including the payment procedure, the Subscription term, its renewal/cancellation, and other terms of providing paid access to the Service functionality.
This Agreement also governs the User’s purchase of additional options (including Extras for Exclusive Assets), which may be purchased irrespective of an active Subscription, unless otherwise specified on the Website.
The Subscription provides the User with paid access to the Service functionality and the right to use the relevant access features (including Selection and Download of Assets and other digital materials available in the Service) in the scope and on the terms defined by the plan terms and limits published on the Website and/or in appendices to this Agreement (“Subscription Prices and Terms. Rates”).
Asset licensing terms (including scope of rights, restrictions, prohibitions, and consequences of breach) are governed by the separate document “License Terms & Conditions” and applicable license appendices (A1–A5) and are not granted by this Agreement.
1.2. This document forms part of the ScanWOW Document Package and applies together with:
(i) ScanWOW Terms of Service (ToS);
(ii) “Subscription Prices and Terms. Rates”;
(iii) License Terms & Conditions, including Appendices A1–A5;
(iv) Privacy Policy;
(v) Personal Data Collection and Processing Policy.
The order of priority of documents and special rules are established in the ToS; special provisions shall prevail over general provisions.
1.3. This Agreement also governs the User’s purchase of additional options under “SUBSCRIPTION PRICES AND TERMS. RATES”, which may be purchased irrespective of an active Subscription, unless otherwise specified on the Website.
1.4. The Subscription does not transfer to the User any exclusive rights to Assets/digital materials available in the Service and is not a standalone license for their use. Any rights to use Assets are granted and limited solely in accordance with the License Terms & Conditions and applicable license appendices (A1–A5).
2. Acceptance of the Agreement
2.1. Acceptance of this offer (conclusion of the Agreement) is the User’s payment for the selected paid Subscription plan and/or options (including Extras) via the Website interface and/or an available payment instrument (depending on the payment flow implemented on the Website). From the moment of acceptance, the Agreement is deemed concluded.
Registration on the Website without making payment is not acceptance of this offer and means the User’s consent to the rules of using the Service (Terms of Service), to “Subscription Prices and Terms. Rates” (to the extent of FREE mode and other applicable terms), and to other documents governing the use of the Service published on the Website.
2.2. To purchase a Subscription and use paid features of the Service, the User must complete registration on the Website and have an account in the Service in accordance with the Terms of Service and other public documents published on the Website.
2.3. By completing payment, the User confirms that they have read and accept this Agreement, as well as the Terms of Service, the License Terms & Conditions, the plan/limit terms (“Subscription Prices and Terms. Rates”) and the personal data/confidentiality documents published on the Website, to the extent they apply to the relations between the Parties.
3. Payment Procedure
3.1. The cost, composition, and parameters of Subscription plans are determined by the Partnership separately and published on the Website in the document “Subscription Prices and Terms. Rates”. Plans differ in feature set and access parameters (including the presence/absence of quantitative limits and their values, early access, and also the rules for purchase/use of Extras and access to certain categories of Assets), where applicable.
The price of additional options (including Extras), as well as the price of Extras packs and any applicable discounts (if any) are published on the Website and/or displayed to the User in the interface prior to payment. The final price is determined by the terms shown to the User at the time of payment and is recorded in the payment confirmation.
3.2. The Subscription may be monthly or annual (at the User’s choice) and is valid for the applicable billing period defined in “Subscription Prices and Terms. Rates”, starting from the moment of payment/activation. The Subscription automatically renews for an equivalent period unless canceled by the User before the end of the current billing period. If the User cancels the Subscription, it remains active until the end date of the paid billing period; the fee for the unused part of the billing period is non-refundable and no recalculation is made, except as expressly provided by applicable law and/or the document “Subscription Prices and Terms. Rates”.
3.3. The Subscription fee and/or fees for additional options are paid by the User online via connected payment services on a 100% prepayment basis. For the purposes of concluding this Agreement, payment is deemed made at the moment the payment provider confirms a successful transaction; for accounting purposes, the moment of payment is the crediting of funds to the Partnership’s account.
3.4. Prices on the Website are indicated in the currency and in the manner defined by “Subscription Prices and Terms. Rates” and, unless expressly stated otherwise, do not include indirect taxes (VAT / similar). Applicable taxes, fees and withholdings are accrued/paid as required by applicable law. The User is responsible for taxes of their jurisdiction unless otherwise expressly required by law.
3.5. The Subscription may be canceled by the User at any time through the Website functionality. Cancellation stops further automatic renewal of the Subscription and does not terminate access to paid features until the end of the paid billing period. Upon termination or expiry of a paid Subscription, if not renewed, the User’s access is automatically provided in FREE mode under the terms of the document “SUBSCRIPTION PRICES AND TERMS. RATES”.
3.6. Where consumer protection law applicable to the Parties provides a right to withdraw from a distance contract for services/digital content, by purchasing a Subscription and/or additional options (including Extras), the User expressly consents to immediate provision of access to digital content/service and acknowledges that after performance has begun (access has been granted), the right of withdrawal may be limited to the extent permitted by applicable law (in particular, by analogy with Article 16 of Directive 2011/83/EU).
3.7. In the event of payment cancellation, reversal (chargeback), unsuccessful charge, or non-receipt of payment for a Subscription and/or Extras, the Partnership may suspend/limit access to paid features and the respective options until the breach is cured. Consequences for the rights to use Assets are determined by the License Terms & Conditions.
3.8. Extras constitute a digital option (a right to access Service functionality). The Partnership’s obligation to provide Extras is deemed fulfilled once Extras are credited to the User’s account (and the User is able to use them in the Service). Amounts paid for Extras are non-refundable, except where expressly required by applicable law.
4. Rights and Obligations of the Parties
4.1. The Partnership has the right to:
4.1.1. Timely and fully receive payment from the User for the Subscription.
4.1.2. Require proper performance of this Agreement.
4.1.3. Unilaterally amend this Agreement and the Subscription plan terms in the prescribed manner.
4.1.4. Unilaterally refuse to perform this Agreement on its own initiative in cases and in the manner permitted by applicable law and the Partnership’s public documents.
4.2. The Partnership undertakes to:
4.2.1. Grant the User paid access to the Service functionality in accordance with the purchased Subscription and “Subscription Prices and Terms. Rates”.
4.2.2. Notify the User of changes to this Agreement and Subscription plan terms (unless otherwise provided by this Agreement and/or the Terms of Service).
4.2.3. Ensure the operability of the Website and provide access to the Service and digital materials to the extent conditioned by the Subscription, except for maintenance and circumstances beyond the Partnership’s reasonable control.
4.3. The User has the right to:
4.3.1. Receive paid access to the Service functionality and perform Selection/Download of Assets within the Subscription parameters under “Subscription Prices and Terms. Rates”. Use of Assets is permitted solely under the License Terms & Conditions and applicable license appendices (A1–A5).
4.3.2. Receive information from the Partnership, including information related to Subscription plan terms, changes to this Agreement, Website updates, etc.
4.3.3. Contact the Partnership’s support regarding Website functionality, Subscription access, or other matters.
4.3.4. Cancel the Subscription at any time (in accordance with Section 3 of this Agreement).
4.3.5. Request deletion of their Website account, provided it does not contradict the laws of the Republic of Kazakhstan and/or data retention obligations.
4.4. The User undertakes to:
4.4.1. Provide accurate data upon registration on the Website and timely update it if changed.
4.4.2. Independently ensure the security of login and password to the account and not provide access to third parties unless expressly permitted by the applicable plan terms.
4.4.3. Comply with this Agreement, the Terms of Service, “Subscription Prices and Terms. Rates”, the License Terms & Conditions, and the laws of the Republic of Kazakhstan.
4.4.4. Use Assets strictly within the rights and restrictions established by the License Terms & Conditions and applicable license appendices (A1–A5), and not infringe the rights of the Partnership and third parties.
4.4.5. Refrain from actions aimed at disrupting the operation of the Website, including but not limited to bypassing technical restrictions, unauthorized access to data and functionality, etc.
4.4.6. Refrain from actions expressly prohibited by the Terms of Service and/or License Terms & Conditions (including mass downloading, automated extraction, and other abuse), as well as any attempts to unlawfully copy, modify, decompile, distribute, or resell Assets and Website materials.
4.4.7. Not post on the Website any information that violates generally accepted morals and ethics, the laws of the Republic of Kazakhstan, or third-party rights.
4.5. The User is prohibited from:
4.5.1. Transferring Assets to third parties other than as expressly permitted by the License Terms & Conditions and applicable license appendices (A1–A5).
4.5.2. Selling, renting out, distributing, or otherwise using Assets outside the License Terms & Conditions and the Subscription access parameters.
4.5.3. Using the Service and/or Assets to compete with the Website/Service, including by creating libraries/packs for resale or providing access to third parties, unless otherwise expressly agreed in writing with the Partnership.
4.5.4. Using Assets and/or the Service for purposes that violate this Agreement, generally accepted morals and ethics, or applicable law.
4.5.5. Using Assets and/or Website materials for training, retraining, fine-tuning, testing, or other interaction with artificial intelligence models (AI/ML), as well as other actions prohibited by the Terms of Service and/or License Terms & Conditions, without the prior written permission of the rightsholder (if such permission is permitted by the applicable documents).
4.6. Use of Assets in the User’s projects is permitted provided compliance with the License Terms & Conditions, this Agreement, and applicable law.
4.7. The User acknowledges that certain materials on the Website may contain scenes or visual elements not recommended for persons under 18 (eighteen) years of age. The User bears personal responsibility for compliance with age restrictions.
5. Liability
5.1. The Partnership is not liable for any losses incurred by the User as a result of use or inability to use the Website/Service, except where expressly provided by the laws of the Republic of Kazakhstan and/or applicable license terms (if applicable).
5.2. The Partnership is not liable for consequences caused by inaccurate information provided by the User during registration or use of the Website.
5.3. The User is solely responsible for ensuring that their use of the Service and Assets complies with the applicable laws of their jurisdiction.
6. Dispute Resolution
6.1. All disputes arising between the Partnership and the User shall be resolved through amicable negotiations. If no agreement is reached, disputes shall be considered by the courts of the Republic of Kazakhstan. Governing law: the laws of the Republic of Kazakhstan.
7. Personal Data Processing
7.1. The User agrees to the collection and processing of their personal data to the extent necessary for performance of this Agreement and provision of the Website services. The procedure for collection and processing of personal data is established by the Partnership in separate documents published on the Website (Privacy Policy and Personal Data Collection and Processing Policy).
8. Miscellaneous
8.1. The Partnership has the right to unilaterally amend the terms of this Agreement. Amendments take effect from the moment the updated version is published on the Website, unless otherwise provided by this Agreement.
8.1.1. Amendments to this Agreement shall apply prospectively and shall not worsen the terms of an already paid billing period of the Subscription and/or already paid Extras, except for amendments required by mandatory provisions of law and/or aimed at preventing abuse and violations.
8.2. Continued use of the Website/Service after amendments take effect constitutes the User’s consent to such amendments.
8.3. In all other matters not governed by this Agreement, the Partnership and the User shall be guided by the laws of the Republic of Kazakhstan.
8.4. This Agreement applies together with the Terms of Service, “Subscription Prices and Terms. Rates”, License Terms & Conditions, and personal data/confidentiality documents published on the Website. In case of discrepancies by subject matter, the hierarchy and priority rules established in the Terms of Service shall apply (if published on the Website).
9. Partnership’s Details
“HolyPoly” LLP (Limited Liability Partnership)
BIN: 240340024185
Registered address: Kazakhstan, Astana, Nura district, Turan Avenue, building 46/1, office No. 613, postal code Z05T0E9
IBAN: KZ958562203136907848 with JSC “Bank CenterCredit”
Director: M.A. Bronnikov
Contact for inquiries: info@scanwow.com