Takes effect 01.01.2022
A. TERMS AND DEFINITIONS
"Service" — is the set of functionalities of the Planfix software system.
"Copyright Holder" — Planfix, Inc., which provides the Service, is registered at 4445 Eastgate Mall, Suite 200, San Diego, CA, 92121, USA.
"Contract" — a license agreement on granting the right to use the Products, concluded between the Licensor and the Licensee under the terms of this Agreement, including the Binding Documents.
"License" — the right to use the Products under the terms of a simple (non-exclusive) license for a functional purpose within the rights and methods established by the Contract.
"Licensee" — an individual who is capable of accepting this Agreement (concerning the procedure for concluding the Contract) or who has accepted the Agreement (concerning the execution of the concluded Contract).
"Licensor" — the individual specified in the invoice issued or payment service as the recipient of the license fee for the License provided. In the event that a License is granted free of charge with limited resources and functionality (a demo, trial, or free version of the Products), the Licensor is the Copyright Holder.
"Website" — any automated information system available on the Internet using the web address (including subdomains): https://planfix.com/.
"Mobile applications" — computer programs intended for installation and use on a mobile device, allowing you to use various features of the Service.
"Applications" — an integrated software solution including the Website, Mobile Applications, and other computer programs or databases upon which the Service is based.
"Products" — computer Applications and databases making up the client part of the Planfix software for collaborative work with other users registered for the Service and managing organizations, in the form of a data set and commands reproducible on the equipment of End Users.
"Account domain" — the third-level domain name for a Website that looks as follows: https://account_name.planfix.com, where account_name is the name provided (chosen) when registering the Account.
"User Content" — any informational materials and data uploaded to the account, including text, images, audiovisual content, and other materials. In this context, "sending" includes sending, uploading, transferring, or otherwise making Licensee data available to or through Products.
"Product Materials" — any material, including text, graphics, audiovisual content, and any other materials to which one can gain access by using the Application, excluding User Content.
"Account" — the Account Domain, together with the Application software and User Content available through it, is associated with a specific Licensee.
"Account Owner" — a user status received when signing up for an Account. Account Owners have access to the maximum amount of features in the Service, including Account management.
"End User" — denotes the person whom the Account Owner or Administrators invite and/or allow to use the Products according to their functional purpose established in the existing License. For clarity, persons invited by the Account Holder or Administrators and persons interacting with the Products as customers are also considered End Users.
"Administrators" — are End Users appointed by the Account Owner, with expanded Account management permissions that enable them to manage the Products on behalf of the Licensee.
"Users" — Account Owner, End Users.
"Order" — the corresponding document or process approved by the Licensor that describes the Licensee's Products ordering from the Licensor.
"Territory" — the territory where the use of the Product is permitted under the terms of the License.
"Term" — the permitted period of use of particular Products under the License terms.
"Profile" — personal section of the Website, to which Account Owners gain access after signing up and/or signing in.
"Prices" which are posted and/or available on the Internet site https://planfix.com/prices/, used by the Licensor to calculate the license fee as of the date the order is placed, and including information on the name and contents of the Products provided that correspond to the type and contents of the License; the term of use of the Products; the number of End Users who are allowed simultaneous use of the Products for their functional purpose; the scope and terms of the warranty; and other conditions for the use of the Products.
"Technical documentation" is posted and/or available on the Website, where the operating logic of the Products is described, as well as the technical requirements, conditions, and instructions for the use of the Products.
"Disclosing Party" — the party transmitting Confidential Information.
"Receiving Party" — the party receiving Confidential Information.
"Parties" — the Disclosing Party and the Receiving Party.
"Confidential Information" — any information or material purposefully or accidentally received by the Receiving Party from the Disclosing Party in writing or electronically while using the Service. The following are considered Confidential Information:
Any technical information, including information related to all products, released and not released by the Parties (source code, design documentation, technical requirements, goals, technical solutions, algorithms, interfaces, etc.);
Any information about marketing, product promotion, market policies of the Parties, and plans of the Parties;
Information about the Parties (revenue, sales volume, warehouse status, contracts concluded and not concluded, clients of the Parties, etc.);
Information from exchanges among the employees of Parties' companies while the given Agreement is active, regardless of the communication channel used;
Information from exchanges among the employees of Parties' companies and their clients is carried out using the Service.
"Simple Electronic Signature" — an electronic signature that, by means of the User's username and password or the User's email address specified when using the Service (their electronic signature key), confirms that an electronic signature has been created by the User.
A.1. In this Agreement, other terms and definitions not specified in this section may be used. In such instances, the interpretation of a term is made following the text of the Agreement. In the absence of an unambiguous understanding of a term or definition in the text of the Agreement, one should be guided by its understanding as follows: firstly, by applicable law; secondly, by customary business practices; and lastly, by scholarly doctrine.
A.2. Any reference in this Agreement to a specific clause and/or its terms indicates a corresponding reference to a section of this Agreement and/or its terms.
B. ACCEPTING THE AGREEMENT AND CONCLUDING THE CONTRACT
B.1. The License is provided free of charge automatically upon the Licensee's registration on the Website. In that case, the acceptance of this Agreement related to this License is considered the Licensee's Date of Registration on the Website (from now on, the Effective Date).
B.2. For Licensees using a License for free, new versions of the Agreement are automatically accepted using a Simple Electronic Signature the next time the Licensee logs in to the Service.
B.3. To conclude a Contract for a paid License, the Licensee shall place an Order by submitting information about the Products, Licenses, and terms of their choosing, as well as any other /information necessary, to conclude the Contract, using the appropriate features of their Dashboard (selecting the corresponding plan).
B.4. Depending on the payment method the Licensee selects, the Licensee will be issued an invoice for payment of the License fee for the Order placed, or the Order will be sent for payment through the payment service.
B.5. Payment by the Licensee of the license fee for the Order:
B.5.1. Confirms that the Licensee is familiar with and unconditionally consents to this Agreement, including the Binding Documents referred to herein;
B.5.2. Is recognized as acceptance by the Licensee of the Licensor's proposal to enter into a Contract on the terms and conditions of this Agreement and the Order placed;
B.5.3. Creates a Contract between the Licensee and the Licensor under this Agreement, including Binding Documents and the paid Order.
B.6. The Contract shall be deemed concluded when the Licensor receives the acceptance of the Agreement.
B.7. An unlimited number of Contracts can be concluded with the Licensee under this Agreement.
B.8. The Agreement may be revoked by the Licensor at any time.
1. DESCRIPTION OF THE AGREEMENT
1.1. This Agreement describes the rights and obligations of the Licensee when using the Products.
1.2. The Licensee's unconditional acceptance of and compliance with the following requirements and provisions outlined in the Binding Documents is a prerequisite for the execution and performance of this Agreement.
1.3. This Agreement is concluded between the Licensee and the Licensor.
1.4. If the Licensee enters into an Agreement on behalf of their employer or another legal entity, the Licensee asserts and guarantees that:
a) the Licensee has the full legal authority to bind their employer or the legal entity to the terms of this Agreement;
b) The Licensee has read and understands the terms of this Agreement;
c) The Licensee agrees to all of the terms of this Agreement on behalf of the parties they represent.
1.5. The Licensee confirms and guarantees that the Products shall be used exclusively for purposes permitted by this Agreement in compliance with its provisions and the requirements of applicable law and generally accepted practice.
1.6. If the Licensee does not possess the legal authority to impose obligations on their employer or the relevant organization, they must not click "I agree" (or any similar button or checkbox) during registration for the Service and/or when completing an Order.
1.7. The Licensor confirms and guarantees that the Copyright Holder has granted the Licensor the rights to use the Product to the extent necessary for the proper fulfillment of obligations under this Agreement.
2. REGISTERING A NEW ACCOUNT
2.1. To register, the Licensee agrees to provide accurate and complete information about themselves in response to the questions on the registration and/or sign-in form in the Application and when using Application software to place an Order for the provision of a License. The Licensee agrees to keep this information up to date.
2.2. If the Licensee provides incorrect information or the Copyright Holder has reason to believe that the information provided by the Licensee is incomplete or misleading, the Copyright Holder has the right, at their discretion, to block or delete the Licensee's account, as well as to deny the Licensee the right to use the Service in part or whole.
2.3. The Copyright Holder reserves the right to require, at any time, that the Licensee confirm the data entered during the registration and to request documents to confirm this data (specifically personal identification documents). Failure to provide such documents may, at the discretion of the Copyright Holder, be equated to the provision of inaccurate information and result in the consequences established in Clause 2.2. of this Agreement.
2.4. If the Licensee's data specified in the documents presented does not match the data entered during registration, or if the data entered during registration does not enable the Licensee to be identified, the Copyright Holder has the right to take the measures established in Clause 2.2. of this Agreement.
2.5. An Account Domain is provided if the domain name is available at the time of provision. If generally accepted, moral and ethical standards would not be violated in order to register the domain name.
2.6. The Account Domain belongs to the Copyright Holder.
2.7. The rights to use the Account Domain are granted to the Licensee for a limited period of time that is determined according to the Order completed and the plan selected.
2.8. The Licensee does not have the right to lease, sell, or in any other way provide the Account Domain for permanent, temporary, paid, or free possession and/or third-party use.
3. ACCOUNT AND ADMINISTRATION
3.1. The Licensee, at their discretion, grants access to the Account to other End Users within the plan.
3.2. The Licensee has the ability to designate specific End Users as Administrators, who will have advanced rights and control over the use of the Products and the accounts of other End Users. This may include placing Service subscription Orders, creating, disabling, monitoring, or modifying End User accounts, setting permissions to use End User accounts, and managing data access for End Users.
3.3. The Licensee is solely responsible for the actions taken by the users they designate as Administrators.
3.4. The Service allows Administrators with the appropriate rights to invite other users to join the Account in the Service. The Licensee is responsible for understanding Account access settings and access management tools and managing and monitoring the process of allowing others to join their Account as End Users.
3.5. When inviting new End Users to their Account, the Licensee must have the explicit consent of the user stating that they accept the invitation. The Licensee cannot invite new users who are not employees of their company without prior approval.
3.6. The Service is not intended for users under 18 years of age. The Licensee is responsible for guaranteeing that all End Users are at least 18 years of age.
3.7. The Licensee is responsible for the actions of all their End Users, including how they use User Content.
3.8. The Licensee agrees that the Licensor's responsibilities do not extend to the internal management and/or administration of the Account.
3.9. The Licensee shall ensure that all End Users keep their user IDs and passwords for accessing the Products private and secure. User IDs are provided to individuals and cannot be transferred to other users.
3.10. The Licensee assumes responsibility for all actions undertaken using the accounts and passwords of End Users and agrees to notify the Copyright Holder immediately of any unsanctioned use of which they become aware.
3.11. The Copyright Holder and Licensor are not responsible for any loss or damage of User Content or for any consequences of any nature that may occur due to a violation by the End Users of the intended use of the Account.
3.12. The Copyright Holder has the right to set limits and impose any technical limitations on the use of the Service, which from time to time will be communicated to the Licensee in the form and method chosen by the Copyright Holder.
3.13. In the event of a violation by the Licensee of the terms of this Agreement governing the use of the Products, or a violation of existing law, the Copyright Holder has the right to restrict, suspend, or terminate access to the Account. Should this occur, the Licensee will be notified that such restrictions and blocks have been applied, with the reason noted. If possible, the conditions under which the restrictions and blocks will be removed should also be noted.
3.14. Once 180 (one hundred eighty) calendar days have elapsed after the expiration of the Agreement or blocking of access to the Account, the Copyright Holder has the right to delete the Account, including all User Content stored within it, and provide the Account Domain that the Licensee used to another party.
4. PROCEDURE FOR LICENSING THE SERVICE
4.1. The Licensor grants Licensee the right to use the Products for a fee under a simple (non-exclusive) license within limits and in the manner outlined in this Agreement.
4.2. For paid Licenses, the list of Products for which the License is granted, the License Term, and the amount of the license fee for its provision, as well as other necessary conditions, are determined based on the information provided by the Licensee when placing the Order and are confirmed by the rate actually paid.
4.3. Unless otherwise provided by the invoice issued, the Products and the rights to use them are provided by the Licensor subject to 100% payment of the license fee provided for by the Order relevant to this Agreement.
4.4. With regard to Licenses provided free of charge, the list of Products for which the License is granted, the term of the License, and other necessary conditions are determined when placing the Order.
4.5. When issuing an invoice for payment of an Order, the name of the Products, the amount of the license fee, the Term of the License, and other necessary conditions for licensing the Products may be set forth.
4.6. During the term of the License, the Licensee may exchange the License for another. In this case, the Licensee is provided with a new License with a payment offset corresponding to the unexpired term of the License being replaced.
4.7. Exchanging a License in accordance with Clause 4.6. of this Agreement for a new License with a lower license fee (a lower pricing plan) is possible only if the amount of the license fee attributable to the unexpired term of the License being replaced is less than or equal to the license fee for the new License.
4.8. The Service allows you to select a free demo License.
4.8.1. Only new customers are eligible to select a free demo License.
4.8.2. A free demo License begins when the Licensee creates an Account and ends thirty (30) days after the start date of the free demo License or a date agreed upon by the Licensor, at their discretion.
4.8.3. At any time when a free demo License is valid, the Licensee can change their Account from a free trial License to a paid License by completing an Order. When this is done, the unused term of the demo license does not get added to the duration of the paid License issued.
4.8.4. When a free trial License ends, the Licensee must make a decision about further use of the Service by selecting a plan or switching to a Plan with a free License.
4.9. Exchanging a License for a License with a lower license fee, including switching from a free demo License to a plan with a free License, may cause a portion of the resources available when previously using the Service to become unavailable. This is done by means of the Licensee specifying specific resources in the Service's interface especially designed for this purpose. Until this is done, the License will not be replaced.
4.10. The Licensee shall keep track of the end date of their valid License. Notification of the expiration of a License is sent automatically 7 (seven) calendar days ahead of the expiration date via an email sent to the email address specified by the Licensee and/or notifications within the Products.
4.11. All invoices, software acceptance certificates, electronic forms, and other documents expressing the content of this Agreement paid for, accepted, or sent by the Licensee or Licensor during the validity period of this Agreement, in the absence of a signed document, shall be deemed composed and executable under the terms of this Agreement.
4.12. Should requirements increase for functionality, hardware, or other resources provided as part of the Products under the License, the Copyright Holder reserves the right to offer the Licensee a transition to another plan and limit the resources used by the Licensee until that time.
5. PRODUCT LICENSING TERMS
5.1. Reproduction of the Products.
5.1.1. The writing of Products to the End User's computer is permitted solely to exercise the rights under Clause 5.2. hereof.
5.2. Using the Products.
5.2.1. The Licensee acquires the right to use the Products for their functional purpose, limited to the right to run and use the Products on the End User's computer under the terms of the Licenses.
5.2.2. The use of the Products in violation of the License terms is prohibited. In particular, it is forbidden to exceed the maximum number of End Users by any artificial means.
5.3. The right to use the Products granted to the Licensee by the Agreement does not entitle the Licensee to sublicense or transfer this right to a third party, except as described in Section 17.
5.4. The rights specified in this section are granted exclusively for use within the Territory, Term, scope, and conditions outlined in this Agreement and the Licenses for the relevant Products issued hereunder.
5.5. All rights not specifically and expressly granted by the Licensor under this Agreement and/or the License for a separate Product are considered not granted.
5.6. For the avoidance of doubt, the Licensee is strictly forbidden from:
5.6.1. Modifying, adapting, or changing the Products and/or their components in any way, as well as information and related materials received from the Copyright Holder under this Agreement;
5.6.2. Using hack technologies, emulating, creating new versions, modifying, decompiling, disassembling, decrypting, and performing other actions with the Products in order to obtain information about the implementation of the algorithms used;
5.6.3. Tampering, reverse engineering, or hacking; bypassing any security or authentication measures; or attempting to gain unauthorized access to services, related systems, networks, and/or data;
5.6.4. Modifying, disabling, or disrupting the integrity or performance of services or related systems, networks, or data;
5.6.5. Attempting to decrypt any data transmission to/from the servers hosting or running the Products;
5.6.6. Attempting to overload the computing infrastructure of the Service, creating an unreasonably large load on systems that consume extra resources (CPU, memory, disk space, network bandwidth, etc.);
5.6.7. Using the Products in violation of the terms of the Licenses acquired, including copying, providing, disclosing, or in any way making the Products available to a third party other than as part of the use of the Products under the terms of this Agreement;
5.6.8. Removing or hiding notices of copyright and other rights, including notifications from third parties, included in the Products or documentation provided by the Copyright Holder.
5.7. The Copyright Holder has the right to use any means to monitor volumes and quantitative parameters that describe Product resources used under the terms of the issued License.
5.8. The Licensor is not required to provide the Licensee with reports on the use of the Products.
5.9. When using the API, the Licensee undertakes to:
5.9.1. Refrain from performing any actions that could lead to Service downtime (such as DDoS);
5.9.2. Not use the Service's API for purposes that violate this Agreement;
5.9.3. Not use any hardware or software to hide server addresses (anonymizers, proxies, tor, and others);
5.9.4. Inform the Service's support team in a timely manner of any circumstances that could directly or indirectly affect the performance of the Service;
5.9.5. Only make requests with the <silent>1</silent> parameter when performing a periodic bulk update of task/contact/other data using XML API;
5.9.6. Immediately inform the Service's support team about any vulnerabilities discovered in the Service's API protocol. Not publish information about vulnerabilities found in the information transfer protocol in open sources until they are eliminated. The Copyright Holder undertakes to eliminate such vulnerabilities as soon as possible.
6.1. The Copyright Holder implements and supports physical, technical, and administrative security measures intended to protect the Licensee's data from unauthorized access, elimination, use, modification, or disclosure.
7. CONDITIONS APPLICABLE TO YOUR DATA
7.1. The Licensee retains all rights, ownership rights, and interests concerning the data they submit to the Products.
7.2. Under this Agreement, and to the extent to which it is required for the Products to be provided to the Licensee, the Licensee provides the Copyright Holder with a global limited license to access, use, process, copy, distribute, playback, export, and display the Licensee's User Content in the Products.
7.3. Exclusively to the extent that reformatting data in the Licensee's User Content for display in the Products constitutes a modification or derivative work, the license as mentioned above also includes the right to make changes and derivative works.
7.4. Use of the Products by the Licensee (including use by the End Users) must always comply with this Agreement.
7.4.1. The Licensee states and ensures that:
22.214.171.124. They have received the required rights and permissions for sending all their data to the Products and grant the rights granted to the Copyright Holder in this Agreement
126.96.36.199. The Licensee's User Content, its submission, and its use, as permitted by this Agreement, shall not violate:
a) Any law;
b) Any third-party intellectual property, right to privacy, right to free speech, or other rights;
c) Any of the Licensee's policies or conditions governing their data or the policies or conditions of any third party.
7.4.2. Except as expressly obligated under Section 6, the Copyright Holder and the Licensor are not responsible for the Licensee's User Content.
7.4.3. The Licensee is solely responsible for their User Content and the consequences of submitting and using it with the Products.
7.4.4. The Licensee agrees not to transfer or use the Products to collect any confidential personal information unless its processing is explicitly specified as a function of the Product in the relevant documentation or a supplemental agreement.
7.4.5. Notwithstanding any other provisions to the contrary, the Copyright Holder and the Licensor are not responsible under the terms of this Agreement for confidential personal information sent in violation of those as mentioned above.
7.4.6. The Licensee shall defend, indemnify, and protect the Copyright Holder (their partners, managers, directors, contacts, and employees) from any claims, costs, losses, obligations, and expenses (including fees and attorney expenses) arising from any claims resulting from or related to:
188.8.131.52. Violation by the Licensee of Clause 3.5 or any claims or disputes filed by the Licensee's End Users related to their use of the Products.
184.108.40.206. Violation (or alleged violation) by the Licensee of Clause 7.4.1. or Clause 7.4.4.
7.5. The Copyright Holder is not required to monitor any User Content uploaded by the Licensee or their End Users to the Products. However, suppose the Copyright Holder considers such actions necessary based on the Licensee's violation of this Agreement or in response to any deletion requests that the Copyright Holder receives. In that case, they may remove the Licensee's User Content from the Products or suspend access to it.
7.6. The Copyright Holder shall make reasonable efforts to notify the Licensee in advance of the removal or suspension when practical. Still, if the Copyright Holder determines that the actions of the Licensee endanger the operation of the Products, its End Users, or other clients of the Copyright Holder, the Copyright Holder may exercise their right to suspend access or even delete the Licensee's data immediately, without advance notice.
7.7. The Copyright Holder shall not be held liable for the deletion of Licensee data from the Products or the suspension of the Licensee's access to them, as described in Section 7.5.
8. LICENSE PAYMENTS AND RETURN POLICY
8.1. For the rights to use the Products provided under the Agreement, except for the Products provided under Licenses that are free of charge, the Licensee is obliged to pay the Licensor a license fee in the amount determined under the current tariff plans and this Agreement, depending on the information specified by the Licensee when placing the Order.
8.2. The amount of the license fee will be indicated in the invoice issued for payment based on an Order.
8.3. If the Licensee chooses the "bank transfer" payment method:
a) the minimum License term is 6 (six) months;
b) the minimum payment amount is equivalent to 100 euros in the Licensee's currency.
8.4. Payment of license fees under this Agreement does not include any taxes or duties payable for Products in the jurisdiction in which the payment was made or received. To the extent that such taxes or duties are due to the Licensor, the Licensee must pay the Licensor the amount of such taxes or duties and any payments due under this Agreement.
8.5. Notwithstanding the aforementioned, if the Licensee has received an exemption from the applicable taxes or duties at the time such taxes or duties are levied or accrued, they may provide the Licensor with information about this exemption, and the Licensor shall use reasonable efforts to provide the Licensee with billing documents designed to enable the Licensee to receive a refund or credit from the appropriate tax authority if such a refund or credit is available.
8.6. Unless otherwise specified in the invoice issued by the Licensor, the license fee is due in full before the License is granted.
8.7. The Licensee is responsible for accessing their Dashboard to determine that the Licensor has received payment and that their Order has been processed. The License granted in accordance with this Agreement shall be granted electronically.
8.8. Payments according to this Agreement are made by bank transfer to the account specified in the invoice or using the payment services specified when placing the Order on the Website.
8.9. The Licensee's obligations to pay the license fee shall be considered fulfilled from the moment the funds are received in the required amount in the account specified in the invoice, in the event of a bank transfer; or when information is provided about a payment made by the Licensee in the required amount by the payment service operator, acting under an Agreement with the Licensor or the Copyright Holder.
8.10. The Licensee may terminate the initial Order for the Product in accordance with this Agreement without reason by sending a termination request to the Licensor no later than thirty (30) days after the Product Order date.
8.11. If the Licensee cancels their initial Order under Clause 8.10., the Licensor will return the amount paid for the Order to the Licensee.
8.12. The right to termination and refund applies only to the original Order of the Product and only if the Licensee exercises their right to termination within the period specified above.
8.13. If the Licensee does not use the Products due to circumstances beyond the Licensor's control (absence of necessity, inability, technical difficulties) or in the event of early termination of the Agreement at the request of the Licensee:
a) The amount of the license fee is recalculated based on the monthly payment for the License, excluding any discounts provided to the Licensee at the time of purchase of the License.
b) The costs incurred by Licensor in connection with this License, and the tax payments made, are non-refundable.
c) Calculation of the balance of the paid license fee is based on the net balance on the date of termination of the License.
8.14. If the Agreement is terminated due to the Licensee's breach of the Agreement, the license fee paid shall not be refunded.
8.15. The Copyright Holder has the right to unilaterally change plans, including the amount of the license fee.
8.16. Changes to plans go into effect on the date specified in the Copyright Holder's email notification, but no earlier than 30 (thirty) calendar days after the Licensee is sent such a notification.
8.17. Changes to plans and license fees are not applied to Licenses already purchased.
8.18. The Copyright Holder can offer certain Products under a free License, including free and demo accounts.
8.19. The terms and conditions of this Agreement governing the Products are fully applicable to Products offered under free Licenses.
8.20. The Copyright Holder can modify or terminate a License for the use of Products provided under free Licenses at any time and for any reason at their own discretion, without any obligations to the Licensee.
8.21. To the maximum extent permitted by applicable law, the Copyright Holder disclaims any obligations concerning Products provided under free Licenses, including any obligations for support, warranty, and payment of damages.
9. INTELLECTUAL PROPERTY RIGHTS TO PRODUCTS
9.1. All of the Product Materials available when using the Service, including design elements, text, graphics, videos, databases, programming code, music, sounds, and other objects located in the Products, are subject to the exclusive rights of the Copyright Holder or third parties.
9.2. The Licensor grants the Licensee the right to use the Products within the limits of their functionality and with limited access. Ownership is not transferred to the Licensee, regardless of terms such as "purchase" or "sale."
9.3. The Copyright Holder holds and retains all rights, titles, and interests, including all intellectual property rights for all of their technology, including the Products themselves.
9.4. The Licensee has the opportunity to send reviews and feedback to the Copyright Holder in relation to their Products or services.
9.5. The copyright holder is free to use, copy, disclose, license, or distribute any reviews or feedback without any obligation, royalty, or limitation based on intellectual property rights or otherwise.
9.6. No feedback or reviews will be considered Confidential Information of the Licensee, and nothing in this Agreement limits the right of the Copyright Holder to use, develop, evaluate, or sell Products or services.
10.1. Each of the Parties understands and acknowledges that the Confidential Information was developed or obtained by the Parties with significant effort and that the Confidential Information is a valuable and unique asset of the Parties that provides them with a significant competitive advantage.
10.2. Regarding known Confidential Information, the Parties undertake to take measures to prevent its disclosure and protect its confidentiality; they undertake to store and process such information under the procedure for maintaining Confidential Information established by each of the Parties.
10.3. Notwithstanding any other provision, the information shall not be considered Confidential. Accordingly, the Receiving Party is not subject to the obligations of confidentiality regarding it if the data meets one of the following characteristics:
Information provided to the Receiving Party with a written indication that it is not confidential;
Information obtained legally from a third party is not bound, to the best of the Parties' knowledge, by a confidentiality obligation regarding such information;
Information independently obtained by one of the Parties while conducting research, systematic observations, or other activities;
Information and materials published and available to the public, including advertising content and scientific articles published in print and/or on the Internet;
Information that is or becomes publicly known to be the result of a wrongful, negligent, or deliberate action of the Disclosing Party;
Information independently developed by the Receiving Party provided that the person or persons who created it did not have access to confidential or proprietary information;
Information that is or becomes known to any number of unspecified persons through no fault of the Parties to this Agreement;
Information that is owned by a Party (or Parties) that is not obligated to maintain confidentiality;
Information that, under the current law, cannot be a commercial, official, or other secrets.
10.4. For the term of this Agreement, the Parties undertake not to disclose the Confidential Information that has become known to them without the written consent of the Disclosing Party.
10.5. The Receiving Party shall undertake to provide access to the Confidential Information only to employees who need such access in connection with the performance of tasks to ensure the use of the Service by the Disclosing Party.
10.6. The Receiving Party shall duly, under the current law, formalize their employees' access to the Confidential Information and create the necessary conditions for compliance with the terms of this Agreement.
10.7. The Parties undertake to use Confidential Information only to fulfil their obligations to provide and use the services of the Service.
10.8. All Confidential Information provided as a result of this Agreement, including copies of the information, must be destroyed within 180 (one hundred and eighty) days after the date that the Disclosing Party deletes their Account in the Service.
10.9. The obligations to maintain confidentiality in this Agreement do not affect instances of providing Confidential Information to the extent permitted by law at the request of a public authority, other state body, local government or court, prosecutor's office, preliminary investigation agency, or investigative agency. In this case, the Receiving Party must immediately notify the Disclosing Party of the receipt of such a request and of their need to disclose Confidential Information if this does not violate the existing legislation of the country in which the Disclosing Party is registered.
11. DURATION AND TERMINATION OF THE AGREEMENT
11.1. This Agreement goes into effect on the Effective Date and expires on the Expiration Date or the date all subscription terms are terminated.
11.2. Either party may terminate this Agreement (including all associated Orders) if the other party:
a) Fails to remedy any material breach of this Agreement within sixty (60) days of notification;
b) Terminates activities without a legal successor;
c) Is seeking protection in the event of bankruptcy, liquidation, management by a trust, an agreement with creditors, or comparable proceedings, or if such proceedings are brought against this party (and not terminated within sixty (60) days after that).
11.3. The Licensee may stop using the Products and terminate this Agreement (including all Orders) at any time for any reason by sending written notice to the Licensor, but if the Licensee does not exercise their right to early termination under Clause 8.10., for any such termination:
a) The Licensee will be entitled to a refund of the paid license fee under Clause 8.13;
b) If the Licensee has not yet paid all applicable fees for the current subscription term or associated service period (depending on their circumstances), any unpaid costs will be due immediately.
11.4. Upon the expiration or termination of this Agreement, the Licensee must stop using all of the Products and delete (or, upon request of the Copyright Holder, return) all Confidential Information or other materials in their possession, including any third-party systems operating on behalf of the Licensee. The Licensee must be able to confirm such deletion at the request of the Copyright Holder.
11.5. The Licensee will not have access to their data (and the Copyright Holder may delete all of the Licensee's data if it is not prohibited by law) after the expiration or termination of this Agreement (or the corresponding Subscription Term); therefore the Licensee must export their data using the functionality of the Products during their Subscription Term.
11.6. If the Licensee terminates this Agreement under Clause 11.2., the Licensor will refund any prepaid fees covering the remainder of the current Subscription Term after the effective date of termination of the Agreement.
11.7. If the Copyright Holder terminates this Agreement under Clause 11.2., the Licensee will pay any unpaid fees covering the remainder of the current Subscription Term after the effective date of termination of the Agreement.
11.8. Termination of this Agreement relieves the Licensee of their obligation to pay any fees payable to the Licensor for the period before the effective date of termination.
12. GUARANTEES OF USE AND DISCLAIMER
12.1. The Licensee fully understands and accepts that the Copyright Holder assures that the Products can be used within limits established by the current edition of the Binding Documents.
12.2. Since the Products are constantly changing and being updated, the form and nature of the Products and/or their functionality may change from time to time without prior notice to the Licensee. The Copyright Holder is not required to notify the Licensee about all changes to the Products. The Copyright Holder may notify the Licensee about changes to the Products at their own discretion.
12.3. The Copyright Holder does not guarantee that each Product will meet all the requirements of the Licensee; that the Products will function in any combination chosen that differs from the combination recommended by the Copyright Holder; or that the Products will function when used with various third-party products; that the functioning of each Product will be interrupted; that there will be no bugs or vulnerabilities in the Products; or that all bugs and vulnerabilities in the Products will be fixed or eliminated promptly.
12.4. The Copyright Holder will use commercially reasonable efforts free of charge for the Licensee to correct any inconsistencies or errors found.
12.5. If the Copyright Holder deems an issue impossible to correct, either Party may terminate the applicable Subscription Term. In this case, the Licensee will receive a refund of all prepayments made for the use of the Service during the terminated part of the current Subscription Term.
12.6. The Copyright Holder guarantees that they are making commercially reasonable efforts to prevent viruses, trojans, and similar harmful materials from entering the Products but is not responsible for any toxic materials submitted by the Licensee or End Users.
12.7. The guarantee of use does not apply:
a) If the Licensee does not file a claim within 30 (thirty) days of the date when they first noticed the non-compliance;
b) If the non-compliance was caused by misuse or unauthorized modifications to third-party products, software, services, or equipment;
c) For Products using a free License.
12.8. EXCEPT FOR THE EXPRESS GUARANTEES IN THIS SECTION, THE COPYRIGHT HOLDER STATES THAT ALL PRODUCTS, SUPPORT, AND ADDITIONAL SERVICES ARE PROVIDED "AS IS," AND THE COPYRIGHT HOLDER EXPRESSLY REJECTS ALL GUARANTEES AND ASSERTIONS OF ANY KIND, INCLUDING SUITABILITY FOR A PARTICULAR PURPOSE, FUNCTIONAL VALUE, OR COMMERCIAL VALUE, EXPRESS OR IMPLIED.
12.9. WITHOUT LIMITING THE COPYRIGHT HOLDER'S EXPRESS OBLIGATIONS UNDER THIS AGREEMENT, THE COPYRIGHT OWNER DOES NOT GUARANTEE THAT THE LICENSEE'S USE OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE.
12.10. THE LICENSEE UNDERSTANDS AND AGREES THAT THE USE OF THE PRODUCTS MUST INCLUDE THE TRANSFER OF THEIR DATA THROUGH NETWORKS THAT THE COPYRIGHT HOLDER DOES NOT OWN, MANAGE, OR CONTROL, AND THE COPYRIGHT HOLDER IS NOT RESPONSIBLE FOR LOSS OR CHANGES TO LICENSEE USER CONTENT THAT IS INTERCEPTED OR STORED ON SUCH NETWORKS. THE COPYRIGHT HOLDER IS NOT RESPONSIBLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES, OR ANY OTHER PROBLEMS WHEN USING THE INTERNET AND ELECTRONIC NETWORKS OR OTHER SYSTEMS OUT OF THEIR CONTROL.
12.11. THE COPYRIGHT HOLDER CAN NOT GUARANTEE THAT THEIR SECURITY PROCEDURES WILL RUN WITHOUT ERRORS. THE TRANSFER OF THE LICENSEE'S USER CONTENT WILL ALWAYS BE SECURE, OR THAT UNSANCTIONED THIRD PARTIES WILL NEVER BE ABLE TO BYPASS THE SECURITY MEASURES PUT IN PLACE BY THE COPYRIGHT HOLDER.
12.12. ANY INFORMATION AND/OR MATERIALS (INCLUDING ANY INSTRUCTIONS, MANUALS, ETC.) THAT THE LICENSEE RECEIVES ACCESS TO WITH THE USE OF THE PRODUCTS IS USED AT THE LICENSEE'S OWN RISK; THE LICENSEE IS RESPONSIBLE FOR ANY POSSIBLE CONSEQUENCES OF THE USE OF THIS INFORMATION AND/OR MATERIALS, INCLUDING DAMAGES OR HARM THAT COULD BE CAUSED TO THEM OR THIRD PARTIES.
12.13. THE COPYRIGHT HOLDER IS IN NO WAY CONNECTED TO THE USER CONTENT SHARED IN THE SERVICE BY END-USERS. THE COPYRIGHT HOLDER WILL NOT CHECK THE CONTENT, AUTHENTICITY, OR SECURITY OF SUCH USER CONTENT OR ITS COMPONENTS OR ITS COMPLIANCE WITH THE REQUIREMENTS OF THE LAW, OR WHETHER THE END-USERS POSSESS THE NECESSARY RIGHTS TO DISTRIBUTE AND/OR USE THEM. ALL RESPONSIBILITY FOR WHAT IS CONTAINED IN SUCH USER CONTENT, AND ITS COMPLIANCE WITH THE REQUIREMENTS OF APPLICABLE LAW, IS HELD BY THE PARTY WHO CREATED THE USER CONTENT AND/OR ADDED IT TO THE PRODUCTS.
12.14. THE LICENSOR AND THE COPYRIGHT HOLDER DO NOT ASSUME ANY LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT FOR ANY INABILITY TO USE THE PRODUCTS, LOSS OF INFORMATION, OR INACCURACY OF INFORMATION, NOR ARE THEY RESPONSIBLE FOR ANY LOST PROFITS OR INDIRECT, SPECIALIZED, OR INCIDENTAL DAMAGES OF ANY KIND, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
12.15. THE LICENSOR AND THE COPYRIGHT HOLDER ARE NOT RESPONSIBLE FOR THE METHODS IN WHICH THE PRODUCTS ARE USED BY THE LICENSEE, THE PURPOSES FOR WHICH THEY ARE USED, OR THE POTENTIAL RESULTS OF THEIR USE.
12.16. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE LICENSEE SHALL NOT BE ENTITLED TO A REFUND FOR LOST PROFITS OR ANY OTHER EXPENSES, INCLUDING, BUT NOT LIMITED TO: INDIRECT, UNINTENDED, SPECIAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY VIOLATION OR TERMINATION OF THIS AGREEMENT.
12.17. IN ANY EVENT, THE LICENSOR'S LIABILITY UNDER THIS AGREEMENT CAN NOT EXCEED THE AMOUNT OF THE LICENSE FEE PAID BY THE LICENSEE FOR A LICENSE FOR THE PRODUCTS THAT ARE CONNECTED TO THE EVENT UPON WHICH THE LIABILITY IS FOUNDED.
13.1. The following uses for the Products are forbidden:
13.1.1. Distributing of prohibited or restricted goods, including weapons, counterfeit materials, etc.;
13.1.2. Dissemination of materials of a pornographic nature, as well as those advocating for pornography or child pornography and those advertising adult services;
13.1.3. Disseminating any other prohibited information, including materials of an extremist nature, as well as those aimed at infringing human rights and freedoms based on race, nationality, religion, language, or gender; materials inciting violence against a person; materials inciting inhumane treatment of animals; materials advocating for illegal activity, including those explaining procedures for manufacturing and using weapons, drugs, and their precursors, etc.;
13.1.4. Disseminating inaccurate information defaming the honor, dignity, or business reputation of third parties;
13.1.5. Committing other illegal activities, including obtaining unauthorized access to Confidential Information; distributing such information; illegally accessing electronically-stored information; using and distributing malicious software; violating storage regulations; processing or transmitting electronically stored information and telecommunication networks; organizing gambling events; and holding giveaways or other promotional events in violation of the current legislation;
13.1.6. Automatic email mailouts. We recommend that you only send emails to recipients who agree and are willing to receive them.
13.1.7. Registration using a temporary address is prohibited.
13.1.8. The Copyright Holder reserves the right to suspend access to Dashboards and Accounts that are sending spam or other unsolicited emails of dubious quality, as well as to take other measures at their own discretion.
13.2. The Licensee and their End Users are prohibited from using any form of insult or obscene language when communicating with representatives from the Service's support service.
13.3. In the event of a violation of the Licensee's rights and/or interests in connection with the provision of the Service, this should be communicated by the Licensee to the Copyright Holder. To do so, the Licensee must send the Copyright Holder written notice detailing the circumstances of the violation of their rights and/or interests.
13.4. The Licensee and all of their End Users are solely responsible for any violation of the obligations established by this Agreement and/or applicable law, as well as for all consequences of such violations (including any loss or damage that may be incurred by the Copyright Holder, Licensor, or other third parties).
13.5. In the event of any third-party claims regarding a violation by the Licensee of any property and/or personal non-proprietary rights of third parties, as well as violations of prohibitions or restrictions established by law, the Licensee shall, at the request of the Copyright Holder, undergo official identification, providing the Copyright Holder with a notarized obligation to settle the claims on their own and at their own expense and with reference to data that allow them to be identified.
13.6. In case of repeated or gross violation of the terms of this Agreement and/or legal requirements, the Copyright Holder reserves the right to block access to the Service or otherwise restrict (terminate) the provision of services to the Licensee for the use of the Service.
13.7. In the event that the Copyright Holder is held liable or a penalty is imposed on them for a violation of the rights and/or interests of third parties committed by the Licensee, as well as in the event of prohibitions or restrictions established by law, the Licensee shall fully compensate their losses.
13.8. The Copyright Holder is relieved of any liability related to violations committed by the Licensee and related to events that cause harm or loss under the above circumstances.
13.9. Regardless of the circumstances, the liability of the Copyright Holder is limited to 100 (one hundred) US dollars and is imposed on them solely if there is a fault in their actions.
14. SETTLING DISPUTES
14.1. In the event of any disagreements or claims arising from or related to this Agreement, the parties will consult and negotiate with each other and, with their mutual interests in mind, attempt to reach a satisfactory solution to both parties.
14.2. If the parties do not reach a settlement within sixty (60) days, either party may seek legal redress under Clause 14.6. and Clause 14.7. of this Agreement.
14.3. All negotiations according to this section will be confidential and shall be treated as compromise and settlement negotiations for all rules and codes of evidence of applicable law and jurisdiction.
14.4. The parties have the right to engage a competent entity to act as an expert to resolve technical issues when determining guilt in instances of misfeasance when using the Products.
14.5. When considering disputes, the parties have the right to provide as evidence a printout of emails, with the technical details stored in them by the email service (headers). If there are no such official technical details (headers), the email cannot be used as evidence. Independent experts or the Internet Service Provider through which the email was sent shall determine if the email headers are original.
14.6. The Agreement, its conclusion, and its execution are governed by the current legislation of the Licensor's country. All issues not regulated by the Agreement (or not fully regulated) are subject to the substantive law of the Licensor's country.
14.7. Disputes regarding the Agreement and/or the Agreement are resolved under pre-action protocol. However, if the parties fail to reach an agreement, the disputes are subject to review in a competent court where the Licensor is located. For the Licensor to consider a claim regarding the execution of the Agreement, the claim must be declared by the Licensee in writing within the time frame specified in the Agreement or the applicable law. The term for consideration of claims is no more than 30 (thirty) calendar days from the date of its receipt by the other party.
14.8. Each party unconditionally agrees that any lawsuits or legal proceedings arising from or related to this Agreement shall be initiated solely through the legal process and other applicable procedural rules of the state or federal court of the country of the Licensor.
15.2. The Copyright Holder has the right to use notifications sent via the communication channels specified by the User within the information service to inform the Licensee about changes and new features within the Products and/or about changes to the Agreement or the documents specified therein, as well as regarding the execution of Orders; the conclusion and execution of contracts; or marketing campaigns, including for advertising purposes.
16. FORCE MAJEURE CIRCUMSTANCES
16.1. A Party is released from liability for negligently and improperly performing the obligations of this Agreement if they can prove that proper performance was not possible due to force majeure circumstances, i.e., extraordinary and unavoidable circumstances. These circumstances include, but are not limited to: strikes not caused by the party's actions; floods, fires, earthquakes, and other natural disasters; military activity; actions of state bodies and local authorities; and other similar circumstances.
16.2. If any of the parties should be the victim of force majeure circumstances, they must notify the other party in writing within 10 (ten) days from the moment the force majeure circumstances arise. This written notice must contain a description of the extraordinary case and an evaluation of the consequences, as well as an explanation of how this event may affect the party's fulfillment of their obligations under the Agreement and when it will become possible for these obligations to be fulfilled again.
16.3. Should force majeure circumstances arise that prevent the fulfillment of an obligation, the period for the fulfillment of this obligation shall be proportionately extended until such circumstances end unless otherwise stipulated in this Agreement.
16.4. If the force majeure circumstances continue for 2 (two) months, or if there is reason to believe when the force majeure circumstances begin that they will continue for at least 2 (two) months, the parties agree that they shall enter into negotiations as quickly as possible to develop and implement other methods of executing or amending the Agreement.
16.5. The party that cannot fulfill obligations due to force majeure circumstances shall not refer to these circumstances in the event of untimely notification of the other party about the occurrence of force majeure circumstances.
16.6. The exemption of the obligated party from liability for non-performance and/or improper performance of any unenforceable obligation under this Agreement does not exempt this party from liability for the performance of their other obligations that are not recognized by the parties as unable to be performed under this Agreement.
17. TRANSFER OF RIGHTS
17.1. The Licensee cannot sublicense or transfer obligations under this Agreement without prior written consent from the Licensor.
17.2. As an exception to the aforementioned, the Licensee may transfer the obligations under this Agreement (including all Orders) in full to their successor as a result of a merger, acquisition, or sale of all or substantially all of their assets or voting securities, provided that the Licensee provides the Licensor with prompt written notice of the assignment. The successor agrees in writing to assume all of the Licensee's obligations under this Agreement.
17.3. Any attempt by the Licensee to transfer or assign obligations under this Agreement, except as expressly permitted above, shall be null and void.
17.4. The Licensor may transfer their rights and obligations under this Agreement (in whole or in part) without the consent of the Licensee. The Copyright Holder may also allow their authorized dealers and partners to use their rights or fulfill their obligations following this Agreement, in which case the Copyright Holder will be responsible for their compliance with the terms of this Agreement.
17.5. Subject to the foregoing, this Agreement shall also apply to the parties' successors.
18. USE OF ELECTRONIC SIGNATURE
18.1. Electronic documents certified with a Simple Electronic Signature may be used between the Licensor and the Licensee.
18.2. Upon agreement of the parties, electronic documents signed with a simple electronic signature shall be deemed equivalent to paper documents signed with a handwritten signature.
18.3. The Copyright Holder identifies the User to whom the Simple Electronic Signature corresponds by the username and password specified by the User during registration/login to the Product, in the event of any actions taken to use the Product and the Service based on it; or by the email address used by the User, if an email is received.
18.4. Any actions performed using the Simple Electronic Signature of a particular User shall be deemed to have been performed by that User.
18.5. The user undertakes to maintain the confidentiality of the electronic signature key. In particular, the User does not have the right to transfer their username and password or provide email access to third parties and is solely responsible for their security and private use, choosing their way to store and restrict access to them.
18.6. In the event of unauthorized access to, loss of, or disclosure to a third party of a username and password, the User shall immediately inform the Copyright Holder by sending an email from the email specified when using the Service.
18.7. In the event of loss or unauthorized access to the email address specified when using the Service, the User shall immediately replace this address with a new one and inform the Copyright Holder by sending an email from the new email address.
19. OTHER CONDITIONS
19.1. This Agreement constitutes the entire agreement between Licensee and Licensor concerning the Products. It supersedes all prior or contemporaneous oral or written communications, proposals, and statements between them about the Products.
19.2. Nothing in the purchase order or other business form used by the Licensee shall replace or supplement the terms and conditions, and any such document relating to this Agreement is for administrative purposes only and will not be legally binding.
19.3. No failure or delay by an aggrieved party hereto in exercising any rights, powers, or privileges provided hereunder shall act as a waiver thereof, and no single or partial exercise thereof shall prevent any other or further exercise thereof; nor shall it prevent the exercise of any rights, powers, or privileges by law or equity.
19.4. The Copyright Holder may change the terms of this Agreement from time to time by notifying the Licensee under Section 15 or by publishing the text of the amended Agreement on their Websites. The effective date of the changes shall be indicated with the notice.
19.5. Any amendments or modifications to this Agreement made in writing must be executed in the form of a supplemental written agreement, and the Licensor and the Licensee must sign them.
19.6. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.