Revised on November 15, 2017, Izhevsk
1. TERMS AND DEFINITIONS
1.1. The offer is a public offering of the Seller to any person to conclude the license agreement (hereinafter referred to as the Agreement) with them on the existing terms contained in the Agreement.
1.2. Acceptance is full and unconditional acceptance of the terms of the Agreement by the Licensee.
1.3. The Licensor is a legal entity who concluded the Software (Non-Exclusive) License Agreement with the Licensee.
1.4. The Licensee is a legal entity or an individual who concluded the Agreement with the Licensor on the terms contained in the offer.
1.5. The Non-Exclusive License is non-exclusive right to use the Software copy in the Russian Federation for own use under the name given by the Licensor without rights to modify or otherwise change and distribute the Software.
1.6. The Software is the Delive Software.
1.7. SaaS is a version of the Delive software which is provided by downloading the distribution on the official website www.scat.su.
1.8. The accounting period is a period of time not less than one calendar month.
1.9. The server is a physical server for installing the Software which parameters must be previously agreed between the Parties.
1.10 The Installer is an employee of the Licensor who installs the Software on the server of the Licensee.
1.11 The System/the System Components include any software other than the Software of Delive, LLC.
1.12. The communication channel is a communications system based on the rules of information environment of the Licensee allowing the Installer to access protocols of data transfer to the server intended for installing the Software.
1.13. The Sender is a contact person on the part of the Licensee who requested technical support.
2. SUBJECT OF THE AGREEMENT
2.1. The Licensor undertakes to give the Licensee the right to use (the Non-Exclusive License) the Delive Software and additional services connected with the specified Software in cases provided for by this Agreement.
2.2. The exclusive rights to the Software belong to the Licensor based on Certificate of state registration of software No. 2013660631 registered in the Unified Registry of Russian Computer Programs and Databases on November 12, 2013.
2.3. Territory of License application is all the countries in the world, unless otherwise specified in the Client Agreement.
2.4. The Licensor provides additional services for the Licensee under the present Agreement:
Configuration of the Licensee server for installing the Software, as well as the System Components.
Remote installation of the Software, as well as the System Components, on the Licensee server via the communication channel.
Technical and information support of the Software.
Provision of software training for the Licensee employees.
3. RIGHTS AND LIABILITIES OF THE PARTIES
3.1. The Licensee is entitled to:
3.1.1. Take any actions related to the operation of the Software as intended, namely:
- Give the employees of the Licensee company remote access to the Software.
- Provide access to the information generated as a result of using the Software in order to create consolidated reports.
- Use of the Software in business activities, except for reselling, leasing, or transferring the Software to third parties, is possible only after concluding the corresponding written agreements with the Licensor.
- Give third parties the right to use the Software without granting them a sublicense. Provided that the total amount of access rights to the Software provided by the Licensee should not exceed the number of licenses the Licensor sold to the Licensee.
3.2. The Licensee is obliged to:
3.2.1. Use the Software only within the rights and in the ways provided for in this Agreement.
3.2.2. Make a payment under this Agreement in accordance with the terms of this Agreement.
3.3. The Licensee is not entitled to:
3.3.1. Reproduce the Software.
3.3.2. Modify the Software.
3.3.3. Distribute (copy) and disclose the Software.
3.3.4. Distribute the Software copies or its parts and/or perform other actions aimed at commercial profit in relations with third parties from using the Software.
3.3.5. Grant third parties sublicenses for any use of the Software or its parts.
3.4. The Licensor is obliged to:
3.4.1. Grant the Licensee the right to use the Software within five (5) business days from the date when the Licensee fulfills their payment obligations.
3.4.1. Grant the right to use the Software 24/7, except for the time of preventive measures of not more than 24 hours a month (mainly outside of working hours).
3.4.3. Provide the information on issues connected with the Software via email, messangers, and the hotline. Valid email addresses and a hotline phone number are available at www.delive.io.
3.4.4. Provide the information on updates of the current version of the Software released during the validity period of this Agreement.
3.4.5. Eliminate possible failures of the Software resulting from the fault of the Licensor upon request of the Licensee, except for the cases when the Licensee violates the rules of the Software Operating Instructions set forth in the content of the Software.
3.5. The Licensor is entitled to:
3.5.1. Terminate the Agreement and refuse to grant the Licensee the rights to use the Software if the Licensee delays in payment for more than five (5) business days or in other cases stipulated by this Agreement.
3.5.2. Make new releases and versions of the Software, establish conditions for granting them to the Licensee and conditions for technical support and maintenance.
3.5.3. Engage third parties in provision of services under this Agreement.
4. PROCEDURE FOR GRANTING RIGHTS FOR THE SOFTWARE, PROVISION OF SERVICES
4.1. The Licensee applies for acquisition of the Software Non-Exclusive License and/or provision of corresponding services by:
Filling in an electronic form at www.delive.oi, resulting in generation of the Order.
Calling the representative (operator) of the Licensee who subsequently issues an invoice.
4.2. When filling in the Order, the Licensee specifies the following:
- The Software version for which the Non-Exclusive License is acquired, and the accounting period of the Software Non-Exclusive License if the SaaS Software is acquired.
4.3. Depending on the data specified in cl. 4.1. of this Agreement, the total value of the Licensor remuneration to be paid by the Licensee under the conditions below is formed.
4.4. According to cl. 4.1, provision of services and/or acquisition of the Software Non-Exclusive License shall be considered as being agreed from the request date.
4.5. General procedure of granting rights to the Software:
4.5.1. The right to use the Software is granted to the Licensee within five (5) business days from the date when the Licensee fulfills their payment obligations in accordance with the terms of this Agreement.
4.5.2. Provision of the rights to use the Software for the Licensee shall be confirmed by:
- Forwarding by email the login and the password to access the Software copy (the Software version if acquiring SaaS) on the Internet server.
- Or registering the Service Acceptance Certificate. The rights to use the Software are considered to be provided for the Licensee and the Licensor obligation to transfer the rights is considered to be fulfilled at the time of signing the Service Acceptance Certificate by the Parties.
4.5.3. The Licensee should check the name, the packaging, and other data on the granted rights to use the Software at the time of granting the specified rights. In the absence of claims about the name, the packaging, and other data on the granted rights, the Parties shall sign the Service Acceptance Certificate. In case of any non-conformity, the Parties (or one Party if the other Party fails to conclude the Certificate of Non-Conformity) shall conclude the corresponding Certificate of Non-Conformity. The Licensor is obliged to rectify all defects specified in the Certificate of Non-Conformity within five (5) business days if the Parties do not specify another period of time in the Certificate of Non-Conformity. After rectifying the defects specified in the Certificate of Non-Conformity, the Licensor shall provide the Service Acceptance Certificate for the Licensee. The rights to use the Software are to be further accepted in accordance with this clause.
4.5.4. In the event that the Licensor fails to receive the original of the Certificate signed by the Licensee or a reasoned refusal to sign it within fifteen (15) business days from the date of sending the Certificate to the Licensor, the rights to use the Software are considered to be transferred without claims, and the unilateral Certificate is considered as a confirmation of the transfer.
4.6. Procedure for granting rights to the SaaS Software:
4.6.1. The Licensee shall receive the login and the password via the email from the Licensor to access the Software copy on the Internet server. The Parties consider this transfer to be the beginning of testing of the Software copy. 4.6.2. After payment for the Non-Exclusive License, the Licensor shall give the Licensee access to the Software on a rolling basis for the duration of the paid accounting period. The beginning of the accounting period shall commence on the date of receipt of payment from the Licensee in accordance with the conditions of this Agreement.
4.6.3. The Service Acceptance Certificate (hereinafter referred to as the Certificate) is to be sent by the Licensor in two copies by mail to the Customer address specified when generating the order.
4.6.4. The Licensee is obliged to send the signed Certificate within five (5) business days from the date of receiving the Certificate to the Licensor; in the event that the Licensee is a legal entity, then the original of the Certificate should bear the seal of a legal entity. In case of refusal to sign the Certificate, a reasoned written refusal shall be sent to the Licensor.
4.6.5. In the event that the Licensor fails to receive the original of the Certificate signed by the Licensee or a reasoned refusal to sign it within fifteen (15) business days from the date of sending the Certificate to the Licensor, the rights to use the Software are considered to be transferred without claims, and the unilateral Certificate is considered as a confirmation of the transfer. In this case, the Licensor reserves the right to suspend access of the Licensee to the Software until the Certificate is signed.
4.6.6. If errors are detected in the Software, the Licensee shall send a written request to the Licensor. Within five (5) business days from the date of receipt of the written request with description of the operation errors from the Licensee, the Parties shall determine the terms and procedure of their elimination through a written agreement.
4.7. Procedure for provision of additional services provided for by cl. 2.4. of this Agreement are stipulated in Annexes to the Agreement.
5. PRICE AND PAYMENT TERMS
5.1. The price for the right to use (the Non-Exclusive License) the Delive Software, as well as the price for the services provided under this Agreement.
5.2. Payment under this Agreement shall be made on the basis of 100% prepayment:
- In case of acquisition of the right to use the Software and/or in case of an order of the services provided under this Agreement, payment shall be made within five (5) business days from the date of generation of the Order and issuance of the Invoice in accordance with cl. 4.1. of this Agreement.
- In case of acquisition of the right to use the SaaS Software, payment shall be made not later than three (3) business days prior to the beginning of a new accounting period.
5.3. If the Licensee fails to pay for the invoice within the stipulated period of time and the price specified in the Price list changes, the Licensee is obliged to pay a new price, otherwise, the Agreement shall be considered as terminated.
5.4. The date when the Licensee fulfills their payment obligations is a date of funds receipt to the bank account of the Licensor. Upon receipt of partial payment, the funds are primarily used to pay for the right to use the Software, and the rest is used to pay for the services provided under the Agreement.
5.5. The Licensee who is an individual shall have the opportunity to make payment under this Agreement by other payment systems, the information of such opportunities shall be provided by the Licensor at www.scat.su or upon request of the Licensee.
5.6. The currency of settlements under this Agreement is the Russian ruble.
5.7. In cases of early termination of this Agreement for any reason, the made prepayment is not subject to return to the Licensee. This clause shall apply to cases of acquisition of the SaaS Software under this Agreement and provision of the services specified in cl. 2.4. of this Agreement.
6. FORCE MAJEURE
6.1. If case of force-majeure circumstances, namely: natural disasters, accidents, fires, mass riots, strikes, hostilities, illegal actions of third parties, the entry into force of legal acts, governmental decrees, and governmental orders directly or indirectly prohibiting the activities specified in the Agreement that prevent both Parties from implementing their functions under this Agreement or other obligations beyond the will of both Parties, both Parties shall not be held liable for non-fulfillment of their liabilities under this Agreement if the affected Party informs the other Party about what happened and makes every effort to early relieve the consequences of force-majeure circumstances within ten (10) days from the onset of such circumstances and provided that there is communication.
6.2. The Party damaged due to force-majeure circumstances may require the Party being an object of force majeure to submit any documentary proof of the magnitude of events and their influence.
7. LIABILITY OF THE PARTIES
7.1. In the event of failure to perform or improper performance of the obligations under this Agreement, both Parties bear responsibility in accordance with the existing legislation of the Russian Federation.
7.2. The Licensee uses the granted rights to use the Software at their own risk. The Licensor does not bear responsibility for compliance of services and a usage purpose.
7.3. The Licensee shall agree that no software is error-free.
7.4. The Licensor is not liable for:
Any actions of the Licensee of using the granted rights to use the Software.
Damages of any kind suffered by the Licensee as a result of loss and/or disclosure of their personal data required to access the Software.
Quality of services (especially of data transferring services) required for operations with the Software if they are provided by third parties not engaged by the Licensor.
7.5. The Licensee should agree that the Licensee should use other software (web browsers, operating systems, etc.) and equipment (personal computers, network equipment, etc.) produced or provided by third parties to use the Software, and the Licensor could not be held responsible for the quality of their performance.
7.6. The Licensor shall provide the basic information security of the Licensee data within the limits determined under the procedure set out in the existing legislation of the Russian Federation.
7.7. The Licensor shall provide backup and archiving of the Licensee data for the full term of the Agreement. The data is backed up each calendar day.
7.8. If the data loss is due to the Licensor fault, they should take all necessary measures to recover the data within three business days.
7.9. If the data loss is due to the Licensee fault, the data is recovered upon request to the Licensor. The data is recovered only if technically possible.
8. DURATION AND PROCEDURE FOR TERMINATION OF THE AGREEMENT
8.1. This Agreement shall come into force as of the date when the User fully and unconditionally accepts the Agreement, that is, pays the Licensor remuneration (the value of the Non-Exclusive License for the Delive Software) and the services provided under this agreement in full according to the conditions of the License Agreement and is valid for 1 (one) calendar year.
8.2. In case of acquiring the SaaS Software under this Agreement and provision of the services specified in cl. 2.4. of this Agreement, then the Agreement shall be extended for next calendar year if neither of the Parties expresses their will not to extend the Agreement by sending the other Party an email notification not later than thirty (30) calendar days.
8.3. Any dispute or disagreement should be settled by negotiation. If not settled by negotiation, any dispute or disagreement should be passed to the Izhevsk Arbitration Court (for legal entities) and to the Izhevsk Court of General Jurisdiction (for individuals).
8.4. In case the Agreement is terminated, all information, personal data, and corresponding files of the Licensee on the website should be removed from data storage devices of the Licensor.
8.5. The Agreement may be terminated by either party unilaterally and at any time provided that one of the Parties notifies the other Party ten (10) business days prior to the expected date of a unilateral refusal. The notification of the unilateral refusal is to be sent in writing. This clause shall apply to cases of acquisition of the SaaS Software under this Agreement and provision of the services specified in cl. 2.4. of this Agreement.
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