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Terms of Service (Public Offer)

Effective: March 18, 2026

1. General Provisions

This document constitutes a public offer pursuant to Art. 435 and Art. 437(2) of the Civil Code of the Russian Federation (hereinafter — the "Offer") of Individual Entrepreneur Papanov Alexey Sergeevich (OGRNIP 326784700101440, INN 784001770803), hereinafter referred to as the "Service Provider", addressed to any capable individual or legal entity, hereinafter referred to as the "User".

2. Definitions

"Service" — the Underflow software product, provided as a desktop application and server infrastructure. "Subscription" — recurring service agreement under one of the tariff plans (Art. 429.4 of the Civil Code). "Tokens" — usage units granting the right to execute search queries beyond the tariff plan limits. "Personal Account" — a section within the application for managing account, subscription, and payment data. "Local Database" — a SQLite file stored on the User's device containing their track collection, tags, wishlists, and settings.

3. Acceptance

Acceptance of this Offer pursuant to Art. 438 of the Civil Code is effected by any of the following actions: registering an account; making a payment for a subscription or tokens; commencing use of the Service after registration. Upon acceptance, this Offer constitutes a binding agreement between the Service Provider and the User. Acceptance of this Offer and use of paid Service features is permitted only for persons aged 18 (eighteen) years or older. By registering or making a payment, the User confirms that they are of legal age and have full legal capacity to enter into this agreement.

4. Subject of the Agreement

The Service Provider grants the User access to the Underflow Service — a music search and discovery tool that aggregates publicly available data from third-party music platforms (Bandcamp, Juno Records, Beatport, Decks.de, Discogs). The User is granted a simple (non-exclusive) license to use the Service under the terms of this agreement (Art. 1286 of the Civil Code). Underflow does not sell, distribute, or provide access to music content itself. The Service does not store, copy, or reproduce musical works (audio files). Audio preview playback is performed by the User independently via the built-in player, which streams content directly from the official servers of the respective platforms using their public URLs. Metadata (track titles, artist names, cover art, catalog numbers) is obtained from publicly available sources — search results and catalogs of the aforementioned platforms. The Service functions exclusively as a metadata aggregator and search interface.

5. Service Plans and Payment

The Service is available in three tiers: Free (limited searches), Basic (1,200 RUB/month), and Pro (2,400 RUB/month). Users may also purchase tokens for additional searches. Payments are processed through CloudPayments. Subscription fees are charged monthly on the date of initial subscription. All prices are in Russian rubles and include applicable taxes (VAT is not applicable — the Service Provider uses the simplified tax system). Upon payment, the User receives an electronic fiscal receipt in accordance with Federal Law No. 54-FZ "On Cash Registers." The receipt is sent to the email address provided during registration.

6. Auto-Renewal and Cancellation

In compliance with Federal Law No. 376-FZ dated 23.08.2024 (amendments to the Consumer Protection Law effective March 1, 2026): subscriptions are renewed only with the User's explicit consent; the User may opt out of auto-renewal at any time via the Personal Account in the application; the User may remove their payment data from the Service via the Personal Account; cancellation takes effect at the end of the current paid period — access is retained until that date, and no further charges are made.

7. User Rights and Obligations

The User agrees to: use the Service for lawful purposes only; not attempt to circumvent usage limits or access controls; not reverse-engineer the Service; not resell or redistribute Service access to third parties; provide accurate registration information; independently comply with the terms of use of third-party platforms (Bandcamp, Juno Records, Beatport, Decks.de, Discogs) whose content the User accesses through the Service. The User retains exclusive ownership of their Local Database and all data contained within it. Responsibility for compliance with third-party platform rules and terms of use rests solely with the User.

8. Service Provider Obligations

The Service Provider undertakes to: provide the Service as described on the website and in the application; ensure secure payment processing through a certified payment service; protect User data in accordance with the Privacy Policy and Federal Law No. 152-FZ; provide technical support via hello@underflow.music; notify the User of material changes to the agreement terms.

9. Intellectual Property

Exclusive rights to the Service, including source code, design, the Underflow trademark, and documentation, belong to the Service Provider and are protected under Part 4 of the Civil Code (Art. 1259, 1261). The User is granted a limited non-exclusive license to use the Service within its functionality. This license does not include the right to copy, modify, distribute, or create derivative works based on the Service. Musical works whose metadata and audio previews are displayed in search results are the intellectual property of their respective rights holders (authors, performers, labels, publishers). The Service Provider does not acquire or claim any rights to such musical works. The Service does not cache, proxy, or otherwise intermediately store audio streams — preview playback occurs via direct requests from the client application to third-party platform servers.

10. Limitation of Liability

The Service is provided "as is." The Service Provider is not liable for: temporary unavailability of third-party platforms; accuracy, completeness, or timeliness of search results from external sources; content, availability, or quality of audio previews streamed from third-party platform servers; User's decisions to purchase music on third-party platforms; User's violation of third-party platform terms of use; losses arising from force majeure events. The Service Provider is not the rights holder of musical works whose metadata and links are displayed in the Service. The Service Provider's aggregate liability under this agreement is limited to the amount actually paid by the User in the last 3 months of Service use.

11. Dispute Resolution

All disputes arising from this agreement shall be resolved through negotiation. If negotiation fails, a mandatory pre-trial claims procedure applies. Claims shall be sent to hello@underflow.music. The response period is 30 calendar days from receipt. If the dispute is not resolved pre-trial, it shall be submitted to the court at the Service Provider's location (Saint Petersburg) under the laws of the Russian Federation.

12. Termination

The User may terminate this agreement at any time by canceling the subscription via the Personal Account. The Service Provider may suspend or terminate the User's access in case of violation of these Terms, with prior notification by email. Upon termination, the User retains full access to their Local Database.

13. Amendments

The Service Provider reserves the right to amend this Offer. Amendments take effect 10 calendar days after publication at https://underflow.music/terms.html. Notification of amendments is sent to the User by email. Continued use of the Service after amendments take effect constitutes acceptance of the new version. If the User disagrees, they may cease using the Service.

14. Governing Law

This agreement is governed by the laws of the Russian Federation, including the Civil Code, Federal Law No. 152-FZ "On Personal Data," Law No. 2300-1 "On Consumer Protection" (as amended by Federal Law No. 376-FZ), and Federal Law No. 149-FZ "On Information, Information Technologies, and Information Protection."

15. Service Provider Details

Individual Entrepreneur Papanov Alexey Sergeevich
OGRNIP: 326784700101440
INN: 784001770803
OKVED: 62.01 — Software development
Tax authority: MIFNS No. 15, Saint Petersburg
Tax system: Simplified (USN)
Email: hello@underflow.music
Website: https://underflow.music

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