Takes effect 26.09.2023
TERMS AND DEFINITIONS
"Provider" — Planfix, Inc., registered at the address 4445 Eastgate Mall, Suite 200, San Diego, CA, 92121, USA, which is the developer of the Platform and holds the exclusive right to provide services of the Platform.
"Platform" — the "Planfix" software system developed and maintained by Planfix, Inc. This system provides a set of collaborative tools and features for user-enterprise interaction. The Platform is securely hosted in the Provider's data centers and managed, operated, and accessed through the Provider's server infrastructure. Customers can access the Platform through the Applications.
"Service" — the specific action the Seller takes to provide the Customer with one-time access to the Platform. Such access shall be granted by the terms of the Payment Plan selected by the Customer, which shall determine the duration and scope of the use of the Platform.
"Seller" — the entity indicated in the issued invoice or the interface of the payment service as the recipient of payment for the provided Service. In the case of offering a Service free of charge with limited resources and functionality (for demonstration, introductory, and free versions of Products), the Seller acts as the Provider.
"Customer" — an entity capable of accepting this Agreement (applicable to the procedure of concluding the Contract) or having accepted the Agreement (relevant to the execution of the concluded Contract).
"Contract" — contract for the provision of the Service of access to the Products, concluded between the Seller and the Customer based on this Agreement, including Binding Documents.
"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 Platform features.
"Application(s)" — an integrated software solution including the Website, Mobile applications, and other computer programs or databases upon which the Platform is based.
"Products" — computer Applications and databases making up the client part of the Platform for collaborative work with other users registered for the Platform and managing organizations in the form of a data set and commands reproducible on End Users' equipment.
"Account domain" — the third-level domain name for a Website that looks as follows: https://account_name.Website, 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 making Customer data available to or through Products.
"Product Materials" — any material, including text, graphics, audiovisual content, and any other materials one can access using the Application, excluding User Content.
"Account" — the Account Domain, with the Applications software and User Content available, is associated with a specific Customer.
"Account Owner" — a user status received when signing up for an Account. Account Owners can access the maximum number of Platform features, 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. For clarity, persons invited by the Account Owner 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.
"Users" — Account Owner, End Users.
"Order" — the process approved by the Provider that describes the Customer's Product ordering from the Seller.
"Territory" — the territory where the Product is permitted.
"Subscription Term" — the permitted period of use of particular Products.
"Profile" — personal section of the Website, to which Account Owners gain access after signing up and/or signing in.
"Payment Plan" — refers to the information data available and/or posted on the internet at https://planfix.com/prices/, used by the Seller for the calculation of payment for the Service on the date of Order placement and includes information on the name and composition of the provided Products; the term of usage of Products; the number of End-Users permitted to use the Products simultaneously as per their functional purpose; the extent and duration of warranty obligations, and other terms of Product usage.
"Technical Documentation" — a set of reference articles, located and/or available on the Site, which describes the logic of the Products' operation and technical requirements, conditions, and instructions for using the Products.
"Disclosing Party" — the party transmitting Confidential Information.
"Receiving Party" — the party receiving Confidential Information.
"Parties" — the Disclosing Party and the Receiving Party or Customer and Seller.
"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 Products. 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 Products.
"Simple Electronic Signature" — an electronic signature that, through the User's username and password or the User's email address specified when using the Products (their electronic signature key), confirms that the User has created an electronic signature.
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. Therefore, without a clear understanding of a term or definition in the text of the Agreement, one should be guided by its knowledge 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. ACCEPTANCE OF THE AGREEMENT AND CONCLUSION OF THE CONTRACT
B.1. When the Platform is provided free of charge automatically when the Customer registers on the Website, the date of the Customer's registration on the Website is considered the acceptance of this Agreement regarding such Service (hereinafter, the Date of Entry into Force).
B.2. For Customers using the Platform free of charge, a new version of the Agreement is automatically accepted using a simple electronic signature upon the next login of the Customer to the Platform.
B.3. To conclude a Contract for fee-based Services, the Customer places an Order by sending information about the chosen Products and their validity terms, as well as other data necessary for concluding the Contract, using the corresponding functional capabilities of the Profile (selecting the appropriate Payment Plan).
B.4. Depending on the payment method chosen by the Customer, based on the placed Order, an invoice is issued to the Customer for the payment of Services, or the Order is sent for payment through the payment service.
B.5. The Customer's payment for the provided Service according to the Order:
B.5.1. Confirms acquaintance and unconditional consent of the Customer with the terms of this Agreement, including the Binding Documents named therein;
B.5.2. Is considered as the Customer's acceptance of the Seller's offer to conclude a Contract on the terms of this Agreement and the placed Order;
B.5.3. Creates a Contract between the Seller and the Customer on the terms of this Agreement, including Binding Documents and the paid Order.
B.6. The Contract is considered concluded from the moment the Seller receives the acceptance of the Agreement (Effective Date).
B.7. An unlimited number of Contracts can be concluded with the Customer based on this Agreement.
B.8. The Seller can revoke the Agreement at any time.
1. THE SUBJECT OF THE AGREEMENT
1.1. The Seller grants the Customer a Service following the Payment Plan selected, enabling the Customer to use the Platform for a period specified by the Payment Plan.
1.2. The Service is provided on a one-time basis and is considered rendered when granting access to the Account for the Subscription Term specified under the selected Payment Plan.
1.3. The Customer'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.
1.4. The present Agreement is concluded between the Customer and the Seller.
1.5. If the Customer enters into an Agreement on behalf of their employer or another legal entity, the Customer asserts and guarantees that:
The Customer has the full legal authority to bind their employer or the legal entity to the terms of this Agreement;
The Customer has read and understands the terms of this Agreement;
The Customer agrees to all of the terms of this Agreement on behalf of the parties they represent.
1.6. The Customer 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.
1.7. If the Customer 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 the registration process and/or when completing an Order.
1.8. The Seller confirms and guarantees that the Provider has provided all necessary technical capabilities and permissions to properly fulfill obligations under this Agreement.
2. REGISTERING A NEW ACCOUNT
2.1. To register, the Customer 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 to provide the Service. The Customer agrees to keep this information up to date.
2.2. If the Customer provides incorrect information or the Provider has reason to believe that the information provided by the Customer is incomplete or misleading, the Provider has the right, at their discretion, to block or delete the Customer's account, as well as to deny the Customer the right to use the Platform in part or whole.
2.3. The Provider reserves the right to require, at any time, that the Customer confirms the data entered during the registration and requests documents to verify this data (specifically personal identification documents). Failure to provide such documents may, at the Provider's discretion, be equated to providing inaccurate information and result in the consequences established in Clause 2.2. of this Agreement.
2.4. If the Customer's data specified in the documents presented do not match the data entered during registration, or if the data entered during registration does not enable the Customer to be identified, the Provider 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 during provision. If generally accepted, moral and ethical standards would not be violated to register the domain name.
2.6. The Account Domain belongs to the Provider.
2.7. The rights to use the Account domain are granted to the Customer for a limited period determined according to the Order completed and the Payment Plan selected.
2.8. The Customer 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. At their discretion, the Customer grants access to the Account to other End Users within the Payment Plan.
3.2. The Customer can designate specific End Users as Administrators, who will have advanced rights and control over the Products' use and other End Users' accounts. 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 Customer is solely responsible for the actions taken by the users they designate as Administrators.
3.4. The Platform allows Administrators with the appropriate rights to invite other users to join the Account. The Customer 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 Customer must have the explicit consent of the user stating that they accept the invitation. The Customer cannot invite new users who are not company employees without prior approval.
3.6. The Platform is not intended for users under 16. The Customer is responsible for guaranteeing that all End Users are at least 16.
3.7. The Customer is responsible for the actions of all their End Users, including how they use User Content.
3.8. The Customer agrees that the Seller's or Provider’s responsibilities do not extend to the internal management and/or administration of the Account.
3.9. The Customer 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 Customer assumes responsibility for all actions undertaken using the accounts and passwords of End Users and agrees to notify the Provider immediately of any unsanctioned use of which they become aware.
3.11. The Provider and Seller 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 Provider has the right to set limits and impose any technical limitations on the use of the Platform, which, from time to time, will be communicated to the Customer in the form and method chosen by the Provider.
3.13. In case of a violation by the Customer of this Agreement governing the use of the Products, the Provider has the right to restrict, suspend, or terminate access to the Account. Should this occur, the Customer is notified that such restrictions and blocks have been applied and about the conditions under which the limitations and blocks will be removed.
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 Provider has the right to delete the Account, including all User Content stored within it, and provide the Account domain that the Customer used to another party.
4. THE PROCEDURE OF SERVICE PROVISION
4.1. The Seller offers the Customer a Service by providing access to the Platform following the Payment Plan chosen by the Customer, allowing the use of the Platform for a specified period.
4.1.1. The Service is provided on a one-time basis. It is considered delivered when giving access to the Platform for the agreed-upon duration within the selected Payment Plan, within the limits and methods specified in this Agreement.
4.1.2. The Customer acknowledges that this Agreement constitutes a service provision agreement, and the Seller will not deliver copies of the Applications to the Customer within the framework of providing Services.
4.1.3. Services not specifically and explicitly provided by the Seller under this Agreement are considered not provided.
4.1.4. The ability to use access to the Platform granted to the Client under the Agreement cannot be assigned or transferred to a third party, except in cases described in section 17.
4.2. For paid Services, the list of Products, the Subscription Term, the cost for its provision, and other necessary conditions are determined based on the information provided by the Customer when placing the Order and are confirmed by the Payment Plan paid.
4.3. Unless otherwise specified in the issued invoice, access to the Platform is provided by the Seller on the condition that 100% of the Service is paid as specified in the relevant purchase Order to this Agreement.
4.4. About Services provided free of charge, the list of Products for which the Service is granted, the Subscription Term, and other necessary conditions are specified when placing the Order.
4.5. When issuing an invoice for payment following the order, the names of the Products, the cost of the Service, the Subscription Term, and other necessary conditions for the provision of the Service may be specified in such an invoice.
4.6. During the term of the Payment Plan, the Customer may replace the Payment Plan with another one. In this case, a new Service is provided to the Customer, with the previously paid compensation will be applied to the payment for the remaining term of the replaced Payment plan.
4.7. The replacement of the Payment Plan as per clause 4.6. of this Agreement with a new Payment Plan at a lower cost (downgraded payment plan) shall be possible only if the cost of the Payment Plan attributable to the remaining term of the replaced Payment Plan is less than or equal to the price of the new Payment Plan.
4.8. The Platform allows you to select a free demo mode.
4.8.1. Only new Customers are eligible to select a free demo mode.
4.8.2. A free demo mode begins when the Customer creates an Account and ends thirty (30) days after the start date of the free demo mode or a date agreed upon by the Customer, at their discretion.
4.8.3. When a free demo mode is valid, the Customer can change their Account from a free trial to a paid one by completing an Order. When this is done, the unused term of the free demo mode does not get added to the duration of the paid Payment Plan.
4.8.4. When a free trial mode ends, the Customer must decide on further use of the Platform by selecting a Payment Plan or switching to a free plan.
4.9. Replacing a Payment Plan for a Payment Plan with a lower fee, including switching from a free demo mode to a free plan, may cause a portion of the resources available when previously using the Payment Plan to become unavailable. This is done through the Customer specifying specific resources in the Profile's interface designed for this purpose. This must be done before the Payment Plan will be replaced.
4.10. The Customer shall keep track of the end date of their valid Payment Plan. Notification of the expiration of a Payment Plan is sent automatically 7 (seven) calendar days ahead of the expiration date via an email sent to the email address specified by the Customer 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 Customer or Seller 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 Platform under the Payment Plan, the Provider reserves the right to offer the Customer a transition to another plan and limit the resources the Customer uses until that time.
4.13. When using the Platform's API, the client agrees to:
4.13.1. Refrain from performing any actions that could lead to Platform downtime (such as DDoS);
4.13.2. Not use the Platform's API for purposes that violate this Agreement;
4.13.3. Not use any hardware or software to hide server addresses (anonymizers, proxies, tor, and others);
4.13.4. Inform the Platform's support team promptly of any circumstances that could directly or indirectly affect the performance of the Platform;
4.13.5. Only make requests with the 1 parameter when performing a periodic bulk update of task/contact/other data using XML API;
4.13.6. Immediately inform the Platform's support team about any vulnerabilities discovered in the Platform's API protocol. Only publish information about vulnerabilities found in the information transfer protocol in open sources once they are eliminated. The Provider undertakes to eliminate such vulnerabilities as soon as possible.
5. TERMS OF SERVICE
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 Customer 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 Payment Plan.
5.2.2. Using the Products violating the Payment Plan 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 Customer by the Agreement does not entitle the Customer 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, Subscription Term, scope, and conditions outlined in this Agreement and the Payment Plans for the relevant Products issued hereunder.
5.5. For the avoidance of doubt, the Customer is strictly forbidden from:
5.5.1. Modifying, adapting, or changing the Products and/or their components in any way, as well as information and related materials received from the Provider under this Agreement;
5.5.2. Using hack technologies, emulating, creating new versions, modifying, decompiling, disassembling, decrypting, and performing other actions with the Products to obtain information about the implementation of the algorithms used;
5.5.3. 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;
5.5.4. Modifying, disabling, or disrupting the integrity or performance of services or related systems, networks, or data;
5.5.5. Attempting to decrypt any data transmission to/from the servers hosting or running the Products;
5.5.6. Attempting to overload the computing infrastructure of the Platform, creating an unreasonably large load on systems that consume extra resources (CPU, memory, disk space, network bandwidth, etc.);
5.5.7. Using the Products in violation of the terms of the Payment Plan 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;
5.5.8. Removing or hiding notices of copyright and other rights, including notifications from third parties, including in the Products or documentation provided by the Provider.
5.6. The Provider has the right to use any means to monitor volumes and quantitative parameters that describe Product resources used under the paid-up Payment Plan.
5.7. The Provider or Seller is not required to provide the Customer with reports on using the Products.
6.1. The Provider implements and supports physical, technical, and administrative security measures to protect the Customer's data from unauthorized access, elimination, use, modification, or disclosure.
7. CONDITIONS APPLICABLE TO YOUR DATA
7.1. The Customer 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 Customer, the Customer provides the Provider with a global limited license to access, use, process, copy, distribute, playback, export, and display the Customer's User Content in the Products.
7.3. Exclusively to the extent that reformatting data in the Customer'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 Customer (including use by the End Users) must always comply with this Agreement.
7.4.1. The Customer states and ensures that:
188.8.131.52. They have received the required rights and permissions for sending all their data to the Products and grant the rights granted to the Provider in this Agreement.
184.108.40.206. The Customer's User Content, its submission, and its use, as permitted by this Agreement, shall not violate:
Any third-party intellectual property, right to privacy, right to free speech, or other rights;
Any of the Customer'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 Provider and the Seller are not responsible for the Customer's User Content.
7.4.3. The Customer is solely responsible for their User Content and the consequences of submitting and using it with the Products.
7.4.4. The Customer agrees not to transfer or use the Products to collect 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 Provider and the Seller 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 Customer shall defend, indemnify, and protect the Provider or Seller (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:
220.127.116.11. Violation by the Customer of Clause 3.5 or any claims or disputes filed by the Customer's End Users related to their use of the Products.
18.104.22.168. Violation (or alleged violation) by the Customer of Clause 7.4.1. or Clause 7.4.4.
7.5. The Provider is not required to monitor any User Content uploaded by the Customer or their End Users to the Products. However, suppose the Provider considers such actions necessary based on the Customer's violation of this Agreement or in response to any deletion requests the Provider receives. In that case, they may remove the Customer's User Content from the Products or suspend access.
7.6. The Provider shall reasonably notify the Customer before the removal or suspension when practical. Still, suppose the Provider determines that the Customer's actions endanger the operation of the Products, its End Users, or other Provider clients. In that case, the Provider may exercise their right to suspend access or even delete the Customer's data immediately, without advance notice.
7.7. The Provider and Seller shall not be held liable for deleting Customer data from the Products or suspending access to Service, as described in Section 7.5.
8. SERVICE PAYMENTS AND RETURN POLICY
8.1. For the Services provided under the Agreement, except for the Products provided free of charge, the Customer is obliged to pay the Provider the cost of the Services in the amount resulting from the current payment schedules and this Agreement, depending on the information provided by the Customer when placing the Order.
8.2. When issuing an invoice for payment based on the Order, the Service cost shall be specified in such invoice.
8.3. If the Customer chooses the "bank transfer" payment method:
The minimum Subscription Term is 6 (six) months;
The minimum payment amount is equivalent to $100 in the Customer's currency.
8.4. Payment of Service fees under this Agreement does not include any taxes or duties payable for Products in the jurisdiction where the payment was made or received. To the extent that such taxes or duties are due to the Seller, the Customer must pay the Seller the amount of such taxes or duties and any payments due under this Agreement.
8.5. Notwithstanding those above, if the Customer has received an exemption from the applicable taxes or duties when such taxes or duties are levied or accrued, they may provide the Seller with information about this exemption. The Seller shall use reasonable efforts to provide the Customer with billing documents designed to enable the Customer 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 Seller, the Service fee is due in full before the Service is granted.
8.7. The Customer is responsible for accessing their Profile to determine that the Seller has received payment and their Order has been processed. The Service granted following this Agreement shall be given 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.
8.9. The Customer's obligations to pay the Service 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 Customer in the required amount by the payment service operator, acting under an agreement with the Seller or the Provider.
8.10. The Customer may cancel the initial Order for a Product following this Agreement without cause by sending the Provider a cancelation request no later than thirty (30) days after the date of the Product Order.
8.11. If the Customer cancels their initial Order under clause 8.10., the Provider shall refund the amount paid by the Customer for this Order.
8.12. The right of cancelation applies only to the initial Product Order and only if the Customer exercises his right of cancelation within the period specified above.
8.13. Suppose the Customer doesn't use the Products due to circumstances beyond the control of the Provider or Seller (lack of need to use the Products, inability to use the Products due to technical problems with the Customer's equipment and communication services) or in case of early termination of the Agreement at the Customer's initiative:
The service fee amount is recalculated based on the monthly payment for the Payment Plan, excluding any discounts provided to the Customer at the time of purchase of the Service
The costs incurred by Seller or Provider in connection with this Service are non-refundable.
Calculating the paid Service fee balance is based on the net balance on the Payment Plan termination date.
8.14. If the Agreement is terminated due to the Customer's breach of the Agreement, the Service fee paid shall not be refunded.
8.15. The Provider has the right to change Payments Plans unilaterally.
8.16. Payments Plan changes go into effect on the date specified in the Provider's email notification, no earlier than 30 (thirty) calendar days after the Customer is sent such a notification.
8.17. Changes to Payment Plans and the Service fees are not applied already purchased by the Customer.
8.18. The Provider can offer certain Products free of charge, including free and demo Accounts.
8.19. The terms and conditions of this Agreement governing the Products entirely apply to Products offered free of charge.
8.20. The Provider can modify or terminate the Products provided free of charge at any time and for any reason at their discretion, without any obligations to the Customer.
8.21. To the maximum extent permitted by applicable law, the Provider disclaims any obligations concerning Products provided free of charge, including any obligations for support, warranty, and payment of damages.
9. INTELLECTUAL PROPERTY RIGHTS TO PRODUCTS
9.1. All Product Materials available when using the Service, including design elements, text, graphics, videos, databases, programming code, music, sounds, and other objects in the Products, are subject to the Provider or exclusive rights of third parties.
9.2. The Seller grants the Customer the Service within the limits of their functionality and with limited access. Ownership is not transferred to the Customer, regardless of terms such as "purchase" or "sale."
9.3. The Provider retains all rights, titles, and interests, including all intellectual property rights for all their technology, including the Products and Platform.
9.4. The Customer can send reviews and feedback to the Provider concerning their Products or Services.
9.5. The Provider is free to use, copy, disclose, license, or distribute any reviews or feedback without any obligation, royalty, or limitation based on intellectual property rights.
9.6. No feedback or reviews will be considered Confidential Information of the Customer, and nothing in this Agreement limits the Provider's right to use, develop, evaluate, or sell Products or services.
10.1. Each Party 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 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 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 Disclosing Party's written consent.
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 Platform by the Disclosing Party.
10.6. Under the current law, The Receiving Party shall duly 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 fulfill their obligations to provide and use the services of the Platform.
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 Platform.
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 their need to disclose Confidential Information if this does not violate the existing legislation of the country where the Disclosing Party is registered.
11. DURATION AND TERMINATION OF THE AGREEMENT
11.1. This Agreement is effective on the Effective Date and expires on the expiration date or when all Payment Plan terms are terminated.
11.2. Either party may terminate this Agreement (including all associated Orders) if the other party:
Fails to remedy any material breach of this Agreement within sixty (60) days of notification;
Terminates activities without a legal successor;
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 Customer may stop using the Products and terminate this Agreement (including all Orders) at any time for any reason by sending written notice to the Seller, but if the Customer does not exercise their right to early termination under Clause 8.10., for any such termination:
The Customer will be entitled to a refund of the paid Service fee under Clause 8.13;
If the Customer has not yet paid to Seller 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 Customer must stop using all of the Products and delete (or, upon request of the Provider, return) all Confidential Information or other materials in their possession, including any third-party systems operating on behalf of the Customer. The Customer must be able to confirm such deletion at the Provider's request.
11.5. The Customer will not have access to their data (and the Provider may delete all of the Customer's data if it is not prohibited by law) after the expiration or termination of this Agreement (or the corresponding Subscription Term); therefore, the Customer must export their data using the functionality of the Products during their Subscription Term.
11.6. If the Customer terminates this Agreement under Clause 11.2., the Seller 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 Provider terminates this Agreement under Clause 11.2., the Customer should pay the Seller 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 does not relieve the Customer of their obligation to pay any fees payable to the Seller for the period before the effective date of termination.
12. GUARANTEES OF USE AND DISCLAIMER
12.1. The Customer fully understands and accepts that any guarantees regarding the use of the Products within the limits set by the current version of the Binding Documents are provided solely by the Provider.
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 Customer. The Provider is not required to notify the Customer about all changes to the Products. The Provider may notify the Customer about changes to the Products at their discretion.
12.3. The Provider does not guarantee that each Product will meet all Customer's requirements; that the Products will function in any combination chosen that differs from the variety recommended by the Provider; 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 openness in the Products will be fixed or eliminated promptly.
12.4. The Provider will use commercially reasonable efforts free of charge for the Customer to correct any inconsistencies or errors found.
12.5. If the Provider deems an issue impossible to correct, either Party may terminate the applicable Subscription Term. In this case, the Customer 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 Provider 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 Customer or End Users.
12.7. The guarantee of use does not apply:
If the Customer does not file a claim within 30 (thirty) days of the date when they first noticed the non-compliance;
If the non-compliance was caused by misuse or unauthorized modifications to third-party products, software, services, or equipment;
For free-of-charge Products.
12.8. EXCEPT FOR THE EXPRESS GUARANTEES IN THIS SECTION, THE PROVIDER STATES THAT ALL PRODUCTS, SUPPORT, AND ADDITIONAL SERVICES ARE PROVIDED "AS IS," AND THE PROVIDER 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 PROVIDER'S EXPRESS OBLIGATIONS UNDER THIS AGREEMENT, THE PROVIDER DOES NOT GUARANTEE THAT THE CUSTOMER'S USE OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE.
12.10. THE CUSTOMER UNDERSTANDS AND AGREES THAT THE USE OF THE PRODUCTS MUST INCLUDE THE TRANSFER OF THEIR DATA THROUGH NETWORKS THAT THE PROVIDER DOES NOT OWN, MANAGE, OR CONTROL, AND THE PROVIDER IS NOT RESPONSIBLE FOR LOSS OR CHANGES TO CUSTOMER USER CONTENT THAT IS INTERCEPTED OR STORED ON SUCH NETWORKS. THE PROVIDER 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 PROVIDER CAN NOT GUARANTEE THAT THEIR SECURITY PROCEDURES WILL RUN WITHOUT ERRORS. THE TRANSFER OF THE CUSTOMER'S USER CONTENT WILL ALWAYS BE SECURE, OR UNSANCTIONED THIRD PARTIES WILL NEVER BE ABLE TO BYPASS THE SECURITY MEASURES PUT IN PLACE BY THE PROVIDER.
12.12. ANY INFORMATION AND/OR MATERIALS (INCLUDING ANY INSTRUCTIONS, MANUALS, ETC.) THAT THE CUSTOMER RECEIVES ACCESS TO WITH THE USE OF THE PRODUCTS IS USED AT THE CUSTOMER'S OWN RISK; THE CUSTOMER 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 PROVIDER AND SELLER ARE IN NO WAY CONNECTED TO THE USER CONTENT SHARED IN THE SERVICE BY END-USERS. THE PROVIDER AND SELLER 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 SELLER AND THE PROVIDER 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 SELLER AND THE PROVIDER ARE NOT RESPONSIBLE FOR THE METHODS IN WHICH THE PRODUCTS ARE USED BY THE CUSTOMER, 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 CUSTOMER 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 SELLER'S AND PROVIDER’S LIABILITY UNDER THIS AGREEMENT CAN NOT EXCEED THE AMOUNT OF THE SERVICE FEE PAID BY THE CUSTOMER 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 Provider reserves the right to suspend access to Profiles and Accounts that send spam or other unsolicited emails of dubious quality and take other measures at their own discretion.
13.2. The Customer and their End Users are prohibited from using any insult or obscene language when communicating with representatives from the Platform's support service.
13.3. In the event of a violation of the Customer's rights and/or interests related to the Platform's operation, the Customer should communicate this to the Provider. To do so, the Customer must send the Provider written notice detailing the circumstances of violating their rights and/or interests.
13.4. The Customer 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 Provider, Seller, or other third parties).
13.5. In the event of any third-party claims regarding a violation by the Customer of any property and/or personal non-proprietary rights of third parties, as well as violations of prohibitions or restrictions established by law, the Customer shall, at the request of the Provider, undergo official identification, providing the Provider with a notarized obligation to settle the claims on their own and at their own expense and concerning data that allow them to be identified.
13.6. In case of violation of the terms of this Agreement and/or legal requirements, the Provider reserves the right to block access to the Platform or otherwise restrict (terminate) the provision of services to the Customer for the use of the Platform.
13.7. If the Provider or Seller 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 Customer, as well as in the event of prohibitions or restrictions established by law, the Customer shall fully compensate their losses.
13.8. The Provider is relieved of any liability related to violations committed by the Customer and events that cause harm or loss under the above circumstances.
14. SETTLING DISPUTES
14.1. In 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 for both parties.
14.2. If the Parties do not settle within one hundred twenty (120) days, either party may seek legal redress under Clause 14.6. and Clause 14.7. of this Agreement.
14.3. According to this section, all negotiations will be confidential and treated as compromise and settlement negotiations for all rules and codes of evidence of applicable law and jurisdiction.
14.4. The Parties agree to have all and any disputes, disagreements, or claims arising out of or in connection with these terms or any services Customer receives from Seller or Provider, including any disputes between Customer and Seller's or Provider's employees, considered solely in an arbitration court on an individual basis, or in a court of peace.
14.5. By agreeing to these terms, the Parties understand and acknowledge that recourse to an arbitration or peace court will be the sole and exclusive option for resolving any disputes arising between Parties. By agreeing to adhere to these terms, the Parties also understand and acknowledge that the Parties waive the right to file lawsuits in judicial bodies or demand jury trial consideration of disputes (excluding matters that can be submitted for consideration in peace courts), and the Parties also waive the right to file any collective or other group lawsuits.
14.6. Although arbitration proceedings may differ from court proceedings, an arbitrator can award Parties on an individual basis the same damages and compensation as a court, and the decision issued by the arbitrator can be put into effect and enforced by any court of law that has jurisdiction over such a decision.
14.7. The Parties acknowledge and understand that without this mandatory provision, they would have had the right to file lawsuits and have disputes considered by a jury. They also acknowledge and understand that in certain situations, the cost of arbitration proceedings may exceed the cost of a court trial, and the rights to examine evidence in arbitration proceedings may be less extensive than in court proceedings.
14.8. 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.
14.9. When considering disputes, the parties have the right to provide a printout of emails as evidence, 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.
14.10. The Agreement, its conclusion, and its execution are governed by the current legislation of the Provider's country. All issues not regulated by the Agreement (or not fully regulated) are subject to the substantive law of the Provider's country.
14.11. Disputes arising out of this Agreement shall be resolved through a preliminary claims process. If the parties fail to reach an agreement, the disputes will be resolved in a court of competent jurisdiction at the Provider's place of business. The Seller shall accept only those claims related to the performance of the Agreement that the Customer submits in writing and within the time limits specified in the Agreement or the applicable law. The time limit for consideration of claims shall not exceed 30 (thirty) calendar days from the date of their receipt by the other party.
14.12. The Parties unconditionally agree 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 Provider country.
15.2. The Provider has the right to use notifications sent via the communication channels specified by the User within the information service to inform the Customer 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, an evaluation of the consequences, and 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 them 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 Customer may not assign or transfer obligations under this Agreement without the Provider's prior written consent.
17.2. As an exception to those above, the Customer may transfer the obligations under this Agreement (including all Orders) in total 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 Customer provides the Seller with prompt written notice of the assignment. The successor agrees in writing to assume all of the Customer's obligations under this Agreement.
17.3. Any attempt by the Customer to transfer or assign obligations under this Agreement, except as expressly permitted above, shall be null and void.
17.4. The Seller or Provider may transfer their rights and obligations under this Agreement (in whole or part) without the Customer's consent. The Provider may also allow their authorized dealers and partners to use their rights or fulfill their obligations following this Agreement, in which case the Provider will be responsible for their compliance with the terms of this Agreement.
17.5. Subject to the previous, 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 Provider, the Seller, and the Customer.
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 Provider 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 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. They are solely responsible for their security and private use, choosing how to store and restrict access to them.
18.6. In the event of unauthorized access to, loss of, or disclosure of a username and password to a third party, the User shall immediately inform the Provider by sending an email from the email specified when using the Platform.
18.7. In the event of loss or unauthorized access to the email address specified when using the Platform, the User shall immediately replace this address with a new one and inform the Provider by sending an email from the new one.
19. OTHER CONDITIONS
19.1. This Agreement constitutes the entire agreement between Customer and Seller 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 Customer 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 Provider may occasionally amend the terms of this Agreement, notifying the Customer in accordance with Section 15 or by publishing the text of the amended Agreement on its websites. The date of entry into force of the changes will be indicated along with the notification.
19.5. Any amendments or modifications to this Agreement made in writing must be executed as a supplemental written agreement, and the Seller and the Customer must sign them.
19.6. If any provision of this Agreement is found to be invalid, unenforceable, or illegal, the other provisions will continue in full force and effect.