hereinafter referred to as the Parties, have entered into this License Agreement for the use of the software (hereinafter referred to as "Agreement") about the following.
Section 1. TERMINOLOGY USED IN THE AGREEMENT AND ITS MEANING:
1.1. Act – certificate confirming granting of rights to use the Name of the software
software.
1.2. Name of the software
, or Software – software for keeping records on grain companies operations.
1.3. Domain – symbolic name used for identification of regions – units of administrative autonomy in the Internet – in the parent hierarchy for this region. Used to access resources located on the Internet.
1.4. Licensor – an licensor (developer) or other owner of the exclusive right to the Name of the software
software (hereafter – “Software”), who is entitled to transfer the right to use the software under the Agreement on the basis of certificate of authorship, patents, certificates and other legal documents.
1.5. Licensee – a person to whom the licensor (developer) or other owner of the exclusive right to the Name of the software
software grants the right to use the software under conditions set forth herein.
1.6. Super-administrator – User, registered by the Licensor, who is entitled to register (plug) other users (hereafter – “Third parties”).
1.7. Third parties – users of the Software registered by Licensee as Users.
1.8. Tariff - functionality and price for use of the Software and its Integration, listed on the Annex №1 to the Agreement.
1.9. License fee - the price paid by the User under this Agreement and according to the selected Tariff.
1.10. Planned improvement of the Software – Licensor ongoing work on update of the Software with notification of the User on the results in the official blog (official website) of the Author or by e-mail.
1.11. Official website of the Licensor – information resource that adheres all rules and formalities of the company image in the IT area, is an integral part of the global distribution of services by the Licensor (web-site
).
1.12. Server – by prior agreement between the Parties it can be:
1.12.1 The server of the Licensor (or the server of the hosting provider of the Licensor) with the source code of the Program and the database of the Licensee. The Licensor makes daily copies of the Licensee's database and, at the request of the Licensee, sends a copy of the database to the Licensee.
1.12.2 Server of the Licensor with the original Software source code without User’s database (which is located on the server of the User and for which only he is responsible).
1.13. Username and Password – a unique set of characters that is created by the Licensee during the registration of users, is intended for access to Name of the software
. The Login and Password for access to the Super-Administrator Program is provided by the Licensor in the manner specified in clauses 4.1., 4.2. Agreements.
1.14. Integration is the process of preparing and educating users, processing and filling the Name of the software
program with Licensee data, and customizing the program according to Licensee's business processes.
1.15. Subdomain is a third-level domain created by Licensor within his Account during the term of this Agreement and has the form web-site
. For the purposes of this agreement, the subdomain is an integral part of the Software.
1.16. Self storage is a service provided by the Licensor for individual space for temporary or long-term storage of Licensee's files, documents, archives, and electronic data at Licensee’s server. Licensor is not responsible for their security, data integrity, backup of information, information recovery and documents, preservation of intermediate versions of documents, or information.
1.17. Storage of files on Licensee’s premises is a service provided by the Licensor for individual space for temporary or long-term storage of Licensee's files at Licensee’s server. Licensor is not responsible for security of files, which are stored at Licensee’s servers. Licensor is responsible for storage of archives, data integrity, backup of information, information recovery and documents, preservation of intermediate versions of documents, or information, except files, stored at Licensee’s premises.
1.18. SaaS - method of software delivery and licensing in which software is accessed online via a subscription.
Section 2. SUBJECT OF THE AGREEMENT
2.1. Under the terms of this Agreement, Licensor Integrates and grants to Licensee a simple (non-exclusive) license (hereafter – “License”) for Name of the software
software by providing an access to the server of the Licensor, and the Licensee agrees to use the specified Software in accordance with terms specified in this Agreement and to pay the Licencor License fees for the License in the manner and under conditions set forth herein.
The Parties have agreed that when the Licensee uses the Program, the Licensee's database will be stored on the Licensee's server.
2.1.1. The terms, volumes and dates of the Integration carried out by the Licensor are spelled out in Annex No. 2 to this Agreement.
2.2. The Licensor carries on registration and grants access to the Software to Super-administrator, who determines the User under the terms of this Agreement; in his turn, the User has the right to register and provide access to the Software to the Third parties, but solely under conditions set forth herein.
2.3. The Software itself is not located on the User’s server or hard drive, but is located only on the Licensor server or on the servers of hosting providers owned or belonging to the Licensor. Access to the Program is carried out through the Internet resource at the link web-site
.
2.4. User personally performs actions regarding acquisition and maintenance of Domains.
2.5. Signing of this Agreement is considered to be full and unconditional acceptance of this Agreement by the Parties.
Section 3. RIGHTS AND OBLIGATIONS OF THE PARTIES
3.1. The Licensor has the right to:
3.1.1. Receive from the User information on compliance with the terms of this Agreement and/or information necessary for implementation of this Agreement and Additional agreements hereto.
3.1.2. Receive integration and license fees from the Licensee in accordance with the terms of this Agreement.
3.1.3. Make changes and additions to the Program, including publishing new versions of the Program, in writing, by e-mail, notifying the Licensee about it. Changes, additions and new versions of the Software should neither impair the functionality of previous versions, nor reduce the list of prior Software functions.
3.1.4. Carry out maintenance works on the server during the weekend, for what User’s access to the Software Guide will be temporarily suspended. On carrying out maintenance work Licensor should notify the User in one (1) calendar day.
3.1.5. Unilaterally terminate the Agreement in case of violation of terms of payment of License fees established by paragraph 5.1 and paragraph 5.2 of the Section 5 hereof for more than 30 days. Blocking of access to the Software is possible in case of violation of terms of payment established by paragraph 5.2 of the Section 5 hereof for more than 10 days.
Renewal of access to the Program is carried out within 1 (one) day from the date of receipt of funds in payment of remuneration.
3.1.6. Delete an account and all the User data after the period specified in paragraph 11.2 of the Section 11 hereof subject to a written request from the User on removal of such data.
3.1.7. Provide Super-administrator an opportunity to choose login and password for the Third parties.
3.2. The Licensor shall:
3.2.1. Provide daily non-stop access to the Software except as provided under this Agreement.
3.2.2. Perform all necessary actions for program integration and registration of Super-administrator, who defines users under the terms of this Agreement.
3.2.3. Perform Integration in accordance with the conditions agreed by the Parties in Appendix No. 2 to the Agreement. Within 1 (one) business day from the date of fulfillment of the obligation for Integration, send to the Licensee the Certificate of Services Rendered for Integration (in 2 (two) copies), signed by an authorized representative of the Licensor.
3.2.4. In case of receipt of a reasoned refusal of the Licensee to sign the Certificate of granting the right to use the Program or the Certificate of rendered services for Integration, eliminate the comments identified by the Licensee within 5 (five) business days from the date of receipt of the reasoned refusal.
3.2.5. For the period of validity of this Agreement, provide consulting assistance to the Licensee regarding the operation of the Program.
3.2.6. Within a reasonable time (no more than within 2 (two) business days) to eliminate interruptions in the operation of the Program that arose due to the fault of the Licensor.
3.2.7. Ensure the confidentiality of the Licensee's data, taking into account the applicable legislation.
3.2.8 Ensure that the data entered by the Licensee into the Program is saved during the term of this Agreement and within 1 (one) year from the date of termination of the License, unless the Licensee requests to delete his account in accordance with clause 3.1.6. Agreements.
3.3. The User has the right to:
3.3.1. To use the Software under this Agreement.
3.3.2. Receive daily and round-the-clock access to the Server, except for the cases specified in this Agreement.
3.3.3. Register Third Parties and grant them the right to use the Program on the terms specified in this Agreement. The maximum number of Third Parties that can be registered and who can be granted access to the Program by the Super-administrator is provided by Appendix No. 1 to this Agreement and the terms of the selected Tariff.
3.3.4. In case of termination of this Agreement, at any time direct the requester to the Licensor on removal the account and all the User data entered into the Software.
3.3.5. Independently choose a Login and Password for users, subject to sole responsibility for its protection and distribution in an unlawful way.
3.3.6. Change the password according to his/her wish. User password strength is his/her responsibility.
3.3.7. The User as a Super-administrator has the right to select multiple configurations of access to Software for the Third parties. User as a Super-administrator may also assign Super-administrator with the same rights and responsibilities.
3.4. The User shall:
3.4.1. Pay License fees in the amount and on terms established by this Agreement and in accordance with the selected Tariff.
3.4.2. Within 5 (five) working days from the date of receipt from the Licensor of the Certificate of granting the right to use the Program or the Certificate of services rendered for Integration, sign and send to the Licensor one copy of the signed Certificate, or send the Licensor a reasoned refusal to sign the relevant Certificate.
3.4.3. Pay for the Integration in the amount and within the terms established by this Agreement in accordance with the terms of Appendix 2.
3.4.4. The Licensee, after signing the relevant Act in accordance with clause 3.4.2. of the Agreement, also sends a scanned copy of the signed copy of the Act to the Licensor within 5 (five) days from the date of receipt of the Act, or a reasoned refusal to sign it The Act is sent to the Licensor's email __________________. In case of disagreement on points, send a written justification indicating the point and the reason why the Licensee had disagreements3.4.5. Ensure proper use of the Software by the Third parties, who were registered by Super-administrator.
3.4.5. The Parties agree that if the Licensee has not sent the Licensor within the period specified in clause 3.4.2. of the Agreement, the signed Act or a reasoned refusal to sign it, the relevant Act is considered signed by the Licensee, the rights to use provided and / or services are agreed in full and in such a way that there are no comments on the form and content, and the Integration services are considered to be fully provided .
3.4.6. Ensure the confidentiality of the Login and Password.
3.4.7. Ensure the proper use of the Program by Third Parties who have been registered by the Super Administrator.
3.4.8. Ensure the safety of information provided to third parties
3.4.9. Notify Licensor immediately of any unauthorized License Fee of your Login and/or Password or any other breach of security.
Section 4. PROCEDURE AND CONDITIONS OF USE OF THE SOFTWARE
4.1. The provision of full access to the Program to the Licensee occurs from the moment of registration of the Super-administrator by the Licensor. Registration of a super-administrator must be carried out by the Licensor within 1 (one) business day from the date of conclusion of the Agreement. Prior to the conclusion of this Agreement, the Licensee may be granted access to the Demo version of the program. To register a Super Administrator by the Licensor, the Licensee provides the Licensor with information about the person appointed Super Administrator by e-mail using the e-mail addresses specified in the details of the Agreement..
4.2. The Parties agreed that the Username and Password required for further access to the Software will be as follows: Username: _______; Password – will be sent to User’s email.
4.3. For authorization the User shall enter the following information: Username, Password.
4.4. Any action made with using the Username, chosen by the User, shall be considered action performed by the User, who is fully aware of the significance of his actions and responsible for them.
4.5. The Licensee is granted the right, as a Super-administrator, to register Third Parties and grant them the right to use the Program on the terms specified in this Agreement. The Licensor is not responsible for the safety of data and information about Third Parties registered by the Licensee as a Super-administrator in accordance with the terms of this Agreement, unless the data was lost due to reasons dependent on the guilty actions (or inaction) of the Licensor.
4.6. The Licensor does not check the information (data) provided by the User pursuant to this Agreement and is not liable to any Third parties for the accuracy and reliability of such data.
4.7. The Licensor is not liable to the Third parties for any actions of the User in his capacity of Super-administrator.
4.8. The date of granting the License to the Licensee is the date when the Licensee has full access to the Program, as well as the registration of the Super-administrator, with the corresponding password sent to the Licensee by mail. The specified date must be fixed by the Parties in the Act signed by authorized representatives of the Parties.
4.9. Identification of the Third parties, as well as Super-administrators, is made through their registration in the admiistrative panel of the Software.
4.10. The User may seek technical support through contacts listed on the Lincesor website at ____________@_____________.
4.11. For consulting support, the Licensee can contact the contacts indicated on the Licensor's Site at __________@___________ or to the support manager assigned to him.
4.12. Consulting support is carried out on the Licensee's working days from Monday to Friday in the total amount of no more than 2 hours a day.
Section 5. PRICE AND ORDER OF PAYMENT
5.1. The cost of the provided Integration and the License is determined in accordance with the Tariffs of the Licensor, provided for in Appendix No. 1 and Appendix No. 2 to this Agreement (the currency of the agreement is __________).
5.2. Payment under the Agreement is made by the Licensee in accordance with the selected Tariff, by transferring the License Fee to the Licensor's settlement account 100% in advance for each subsequent month until the 5th day of the month for which payment is made based on a scanned copy of the Licensor's account.
5.3. The moment of fulfillment by the Licensee of the obligation to pay is the day the funds are debited from the current account of the Licensee.
5.4 All banking commissions in the Licensee's bank and correspondent bank - at the expense of the Licensee. All banking commissions in the Licensor's bank and correspondent bank - at the expense of the Licensor.
5.5. In case of early termination of this Agreement, the amount of the license fee paid by the Licensee for the current month, in accordance with the selected Tariff, is not refundable.
5.6. Changing the Tariffs is possible by signing an additional agreement to the Agreement, in case of an increase in the number of users of the Program at the initiative of the Licensee.
Section 6. RESTRICTIONS
6.1. The Software can be used exclusively for the business activity of the user taking into account its functionality.
6.2. User shall not:
6.2.1. Try to circumvent the technical constraints of the Software.
6.2.2. Use components of the Software to call applications that do not work on this Software.
6.2.3. Create copies and/or source codes, transfer data and display the source code in browser to the Third parties.
6.2.4. Publish the Software, giving others the opportunity to copy it.
6.2.5. Use the Software or its parts after the expiration of this Agreement or its early termination.
6.2.6. Make efforts to receive access to data from other Users.
6.3. In case of early termination of this Agreement the User agrees to immediately cease the operation of the Software and/or its parts.
Section 7. RESPONSIBILITY OF THE PARTIES
7.1. The governing law of this Contract shall be the substantive law of England.
7.2. The Licensor shall not be liable for possible harm caused to the Licensee, which is directly or indirectly related to the use, misuse or inability to use the Program by the Licensee, loss or damage to data caused by the wrong actions of the Licensee and not dependent on the guilty actions (or inaction) of the Licensor.
7.3. The Licensor shall not be liable for damage caused to Third Parties who have been registered by the Licensee as a Super-administrator, if the specified damage arose due to reasons not dependent on the guilty actions (or inaction) of the Licensor..
7.4. The Licensor is not responsible for:
7.4.1 For poor performance of the Program in the event that the Licensee (or Third Parties) independently made changes to the Program or such interruptions were caused by the incompatibility of the Program with equipment or other software of the Licensee that the Licensee installed without prior consultation with the Licensor regarding compatibility with the Program.
7.4.2. For the management and financial decisions of the Licensee made on the basis of the Licensor's program.
7.4.3. For the lack of access to the Program, when it is associated with breakdowns of the Licensee's equipment, the Licensee's access to the Internet, the actions of third parties, and preventive maintenance.
7.4.4. The Licensor shall not be liable for restriction of access to the Program caused by the violation by the Licensee of the terms for payment of remuneration, subject to the provisions of this Agreement.
7.5. The User bears full responsibility for his/her actions regarding the use of the Software, as well as actions made by the Third parties.
Section 8. DISPUTES RESOLUTION
8.1. In case of violation of their obligations under this Agreement the Parties bear responsibility set forth herein and by English law.
Before submitting the dispute to the court, the interested Party is obliged to send to the other Party a written substantiated claim with documents confirming the requirements. The term for responding to a claim is 30 (thirty) days.
8.2. Violation of obligation is its non-performance or improper performance, i.e. performance in violation of this Agreement.
8.3. The Parties are not responsible for violations of their obligations under this Agreement, if such violations were not their fault. The Party is considered innocent if proves that it has all measures for the proper performance of his/her obligations.
Section 9. FORCE MAJEURE
9.1. In case of force majeure, namely: war, military actions, blockades, embargoes, fires, floods, natural disasters or other natural phenomena that make it impossible to perform Party’s obligations under this Agreement, the Party that has undergone to such circumstances, shall be exempted from the responsibility for such non-performance and/or improper performance of its obligations under this Agreement for the term of duration of these circumstances.
9.2. The Party that is unable to fulfill the terms of this Agreement due to force majeure shall in writing notify the other Party of occurrence or termination of these circumstances no later than two (2) days from the date of occurrence or termination. Late notice of force majeure deprives the affected Party from the right to rely on such circumstances in future.
9.3. Occurrence and termination of force majeure is confirmed by a certificate issued by the Chamber of Commerce or other competent authority of the country, which the affected Party is a resident of.
9.4. If the effect of these circumstances takes more than 30 days and affects the performance by the Parties of their obligations under this Agreement, each Party shall have the right to terminate the Agreement early; such Party shall notify the other Party not later than ten (10) days prior to the intended date of termination.
Section 10. CONFIDENTIALITY
10.1. The Parties undertake to keep information provided by one Party to another confidential.
10.2. For the terms of this Agreement the Parties agreed on the following definition: “Confidential information” means any scientific, technical, technological, industrial, legal, financial, economic or other information, including trade secrets and know-how, that has actual or potential commercial value by virtue of the fact that it is unknown to the Third parties, there is no legal free access to it and the Party shall take all feasible measures to protect its confidentiality.
10.3. The Parties undertake not to disclose Confidential Information to third parties, except in cases where Confidential Information can be disclosed with the prior written consent of the party that owns the information or in other cases provided for by the legislation applicable to the Agreement. In any case, the Parties shall notify each other of the need to disclose confidential information at the request of public authorities.
Section 11. ORDER OF CONCLUSION, VALIDITY, ORDER OF TERMINATION OF THE AGREEMENT
11.1. This Agreement shall enter into force from the moment of its signing and shall be valid for a period as prescribed by tariff agreed by the Parties in respective annexes to this Agreement.
11.2. After signing this Agreement, all previous negotiations with it, correspondence, preliminary agreements and protocols of intent on issues related to this Agreement in one way or another, become null and void.
11.3. Changes to this Agreement may be made by mutual agreement of the Parties, and are considered made subject to the execution of additional agreements to this Agreement.
11.4. Changes and additions, additional agreements and annexes to this Agreement are its integral part and have legal force if they are made in writing and signed by authorized representatives of the Parties.
11.5. This Agreement is made in two copies in English, having equal legal force.
11.6. Early termination of this Agreement is governed by the signing of an additional agreement or the procedure established by separate terms of the Agreement. In case of termination of the Agreement, the Licensor undertakes to provide the Licensee with all the data entered by the Licensee into the program during the term of this Agreement, uploaded in MsExcel format.
Section 12. FINAL PROVISIONS
12.1. The Licensee confirms that he, before entering into this Agreement, has read its terms and conditions, they are clear to him, and he has consciously and without coercion entered into this Agreement.
12.2. The contact details of the Licensee are indicated when filling out the registration form, in the Personal Account in the Program or in another way agreed by the Parties. The Licensee bears the risk of providing incorrect (invalid) contact details.
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