Limited Liability Company "Itime", hereinafter referred to as Licensor represented by Khasanov Airat Damirovich, acting on the basis of the Charter, as the party of the first part, proposes to accept this offer for the conclusion of a license agreement to any private or legal person, hereinafter referred to as Licensee, as the party of the second part.
According to Article 435 of the Civil Code of the Russian Federation, the Contract is recognized as an offer; Acceptance of the conditions (acceptance) of this Contract is a payment by the Licensee of a simple (non-exclusive) license of the Software under the Contract.
This Contract, concluded by acceptance of this offer, does not require bilateral signature and is valid electronically.
TERMS AND DEFINITIONS
Contract - a public offer by Licensor addressed to any person to enter into a License Contract with him (hereinafter - the Contract) on the existing conditions contained in the Contract.
Acceptance - full and unconditional acceptance by Licensee of the terms of the Contract
Licensor is a legal entity that has entered into the Contract with Licensee on granting the right to use the Software on the terms of a simple (non-exclusive) license.
Licensee - a legal entity or private person who has entered into the Contract with Licensor on the terms and conditions contained in the Contract.
Rightholder - holder of the exclusive right to the Software and Databases - Limited Liability Company "Itime".
A simple (non-exclusive) license is a non-exclusive right to use, reproduce software and/or database for your own use, with the exception of commercial use, including, but not limited to, the development of your own computer programs and databases and/or the use of software/database elements of the Right holder in your own computer programs, databases, without the right to redesign or other processing.
Software - a program for computers "MixaPixa" designed to collect, organize and prepare data for automatic video generation.
The SaaS version of the Software is a version of the Software that is provided on the Licensor's Website without downloading the installation software. The SaaS version of the Software is named on the Licensor's Website as an online service.
Licensor Website (Website) - a collection of web pages posted on the Internet at mixapixa.com.
Database (DB) is an objective form of presenting and organizing a collection of systematized data, with the ability to search and process it using computers. The Database, hereinafter referred to as the DB, shall be recognized to the extent chosen by Licensee in accordance with the rates specified in the Price List on the Licensor's website.
Variants of the database are named "Video Templates" and are indicated on the Website of the Rightholder.
1.1. In accordance with the terms of the Contract, Licensor shall grant Licensee the right to use the Software and/or DB under a simple (non-exclusive) license.
1.2. Licensor guarantees that it has all necessary rights to the Software/BD to carry out the activities specified in the Contract.
1.3. The Contract is concluded on the following territory: the entire world
2. TERM OF THE CONTRACT
2.1. The Contract shall enter into force upon payment by the Licensee of a simple (non-exclusive) Software/Database license (full and unconditional acceptance by the Licensee of the terms of the Contract - acceptance), and it shall be valid for the period set by the tariffs specified in the Price List on the Licensor's website, and it shall be automatically extended for a new period on the terms and conditions in force at the time of renewal, upon payment of each next tariff.
3. RIGHTS AND OBLIGATIONS OF THE PARTIES
3.1. Licensee may:
3.1.1. Use the Software/DB for any purposes of the Licensee in the manner defined by the Contract.
3.1.2. If errors in the operation of the software/database are detected, the Licensee shall send a written request to the Licensor to eliminate these errors.
3.2 Licensee shall:
3.2.1. Make timely payment of the Software/DB under the Contract, in accordance with the terms of the Contract.
3.2.2. Accept supplied software/DB.
3.2.3. Use the Software/DB only in the ways and within the limits of the rights provided in the Contract.
3.3. Licensor shall:
3.3.1. Within 5 (five) working days from the date of payment by Licensee, in accordance with Clause 4.2 of the Contract, grant Licensee rights to use the Software/DB.
3.3.2. Grant the right to use the Software/DB daily and 24\7, with the exception of the time of preventive measures, which is not more than 24 hours per month (mainly during off-hours).
3.3.3. Provide information on Software/DB issues via e-mail.
3.3.4. Provide information on updates of current Software/DB released during the term of this Contract.
3.4. Licensor may:
3.4.1. Terminate the Contract and refuse to grant Licensee rights to use the Software/DB in case of violation of the terms of payment by Licensee for more than 5 (five) working days, or for other reasons provided by this Contract.
3.4.2. To receive remuneration for granting Licensee rights to use the Software/DB in the amount and in the manner established by the Contract.
3.4.3. The Parties recognize the legal validity of e-mails - documents sent by e-mail and recognize them as equivalent documents on paper, signed by hand, since only the Parties themselves and their authorized persons have access to the relevant items. Each Party shall access the e-mail by password and shall keep it confidential.
3.4.4. The Contract is an open and public document. The Contract may be amended and/or supplemented and/or revoked unilaterally by Licensor without prior notice.
4. COST AND SETTLEMENT PROCEDURE
4.1. Licensor's remuneration for granting the right to use under the terms of a simple (non-exclusive) license of the Software and/or DB is indicated on the Price List on the Licensor's website.
4.2. Payment under the Contract shall be made in the order of 100% (full) prepayment. Payment is made within 5 (five) bank days from the date of invoice.
4.3. The amount of the Licensor's fee for granting a simple (non-exclusive) license for Software/DB shall not be subject to VAT in accordance with Clause 26, Clause 2, Article 149 of the Tax Code of the Russian Federation.
4.4. Method of payment under the Contract: transfer by the Licensee of funds in the currency of the Russian Federation (RUB) to the Licensor's account. At the same time, the obligations of the Licensee in terms of payment under the COntract shall be considered fulfilled from the day of receipt of funds in full to the Licensor's account.
4.5. Licensee is given the opportunity to make payment under the Contract through other payment systems, information about such opportunities is posted by Licensor on the Website.
4.6. In case of early termination of this Contract for any reason, the amount of prepaid shall not be returned to the Licensee.
4.7. Licensor may unilaterally change the terms of the Price List. In the event of Licensee's disagreement with the above amendments, as notified in writing, the Contract shall be deemed terminated.
5. PROCEDURE FOR GRANTING RIGHTS TO SOFTWARE AND/OR DATABASE
5.1. The right to use the Software and/or DB shall be granted to the Licensee within 5 (five) business days after the Licensee has fulfilled its payment obligations in accordance with the terms of the Contract by sending by e-mail a login and password for access to the Software/DB and direct reference to the Licensee's personal account.
5.2. As evidence of the transfer of rights to the Software/Database under the Contract, the Parties may sign the Act of Acceptance and Transfer of Rights to the Software/Database, at the request of the Licensee.
6. EXEMPTION CLAUSES
6.1. Licensee acknowledges and agrees that under no circumstances shall Licensor/Rightholder be liable to Licensee and third parties for:
6.1.1. Disclosure of information that was caused by the Licensee/Rightholder or became necessary within the framework of the legislation of the Russian Federation or the country of data placement, at the request of authorized state bodies.
6.1.2. Any direct and indirect results obtained by the Licensee during the use of the Software/DB, which are provided only under "as is" conditions. Licensee shall use the information and Software/DB voluntarily, subject to full acceptance of all risks and consequences associated with their use.
6.1.3. Any indirect, accidental, unintentional damage, including loss of profit or lost data, damage to honour, dignity or business reputation associated with the use of the Website and the Software/DB.
6.1.4. Any act or failure to act by Licensee and third parties, including damages of any kind resulting from such act or omission.
6.1.5. Any relationships and results that Licensee may have with third parties, including using the Website and the Software/DB.
6.2. Licensee accepts that it uses materials from the Website and the Licensor/Rightholder's Software/DB at its own risk and is personally responsible for the possible consequences of using these materials and the results of the Software/DB. Software/Database and information posted by Licensee shall not be checked by Licensor/Rightholder for compliance with any requirements (reliability, completeness, integrity, etc.).
6.3. In the event that Licensor/Rightholder violates the terms of the Software/OBD rights under the terms of the Contract, the maximum liability of Licensor/Rightholder shall be limited by the remuneration paid by Licensee for these Software/DB rights. For software/OBD rights of a regular nature, the maximum liability of the Licensor/Rightholder is limited by the remuneration paid by the Licensee for the rights to the Software/DB in the month when the Licensor/Rightholder violated the terms of the Contract.
6.4. Software/DB are not intended for use in nuclear installations, air traffic control services or life support systems, where their failure may lead to death, injury or environmental damage (and other high-risk actions). Licensor/Copyright Holder does not guarantee 100% uninterrupted or error-free operation of the Website, Software/Database.
7. GROUNDS AND PROCEDURE FOR TERMINATION OF CONTRACT
7.1. The Contract can be terminated by agreement of the parties and also unilaterally according to the written requirement of one of the Parties for the bases provided by the Contract and the legislation of the Russian Federation.
7.2. Termination of the Contract unilaterally is made only according to the written requirement of the Parties within 10 (ten) calendar days from the date of obtaining such requirement by other Party.
8. DISPUTE CONSIDERATION PROCEDURE
8.1. In case of disputes, the Parties undertake to take all possible and reasonable measures to resolve them through negotiations; compliance with the claim (pre-trial) procedure for resolving the dispute is mandatory for the Parties. The response period to the claim is 30 (calendar) days.
8.2. All unresolved disputes are subject to consideration in accordance with the legislation of the Russian Federation.
8.3. This Contract shall be governed by and construed in accordance with the laws of the Russian Federation.
9. OTHER TERMS AND CONDITIONS
9.1. The parties have no accompanying oral arrangements. The content of the text of the Contract fully corresponds to the actual will of the Parties.
9.2. The Parties acknowledge that if any of the provisions of the Contract become invalid within the term of its validity due to changes in legislation, the remaining provisions of the Contract are binding on the Parties during the term of the Contract.