Offer

Offer (public contract, accession contract)

License Agreement

This License Agreement (hereinafter referred to as the Agreement) is concluded between the Limited Liability Company "Company "Innovations and Stability", hereinafter referred to as the "Licensor", in the person of Director Iryna Pavlivna Kornienko, acting on the basis of the Charter, on the one hand, and physical or a legal entity on the territory of Ukraine or other countries of the world, hereinafter referred to as "Licensee", on the other hand, jointly referred to as "Parties", and separately - "Party".

This Agreement, in accordance with Article 634 of the Civil Code of Ukraine, is recognized as an offer. Acceptance of the terms (acceptance) of this offer of the Agreement is the use of the site, registration and/or payment by the Licensee of a simple (non-exclusive) license of the Software and/or the cost of Services under the Agreement in accordance with the selected tariff. This Agreement, concluded by acceptance of the offer expressed in the Licensee's actions regarding the use of the https://instaco.com.ua Site, does not require bilateral signature and is valid in electronic form.

Terms and definitions

An offer is a public offer of the Licensor, addressed to any person, to conclude a license agreement with him (hereinafter - the Agreement) on the other terms contained in the Agreement.

Acceptance - full and unconditional acceptance by the Licensee of the terms of the Agreement.

The Licensor is the person who concluded the Agreement with the Licensee on granting the right to use the software under the terms of a simple (non-exclusive) license.

The licensee is a legal entity or an individual who has entered into an Agreement with the Licensor on the terms and conditions contained in the offer.

Simple (non-exclusive) license - a non-exclusive right to use the software for personal consumption under the name specified by the Licensor, without the right to rework or any other type of change, without the right to distribute.

SaaS-version of the software (Software) - the version of the software that is provided on the Licensor's Website without downloading the distribution. The SaaS version of the software is marked on the Licensor's Website as a Service.

The Licensor's website (Site) is a set of web pages located on the Internet at the address www.instaco.com.ua

A database (DB) is an objective form of presentation and organization of a set of systematized data, with the possibility of searching and processing with the help of a computer. The database, hereinafter referred to as the database, is recognized in the volume chosen by the Licensee in accordance with the tariffs specified on the Licensor's website.

Services - additional services provided by the Agreement, which are provided by the Licensor at the request of the Licensee for an additional fee.

The personal account is a closed part of the software, which the Licensee accesses by using a unique name (phone number) and SMS password.

1. Subject of the contract

1.1. In accordance with this Agreement, the Licensor undertakes:

Grant the Licensee the right to use the software/database under the terms of a simple (non-exclusive) License without the right to further transfer, copy or any other way of distributing the software/database;
Grant the Licensee the right to use the "INSTAKO Document Generation Service" program by granting sublicenses without the right of the latter to further transfer and other methods of disclosure;
Additional services listed in clause 1.3 of the Agreement are provided to the Licensee.

1.2. Territory of software/database use: Ukraine. The use of software/database outside the territory of Ukraine is additionally agreed by the Parties.

1.3. At the request of the Licensee, the Licensor provides the following additional services to the latter:

technical support and information support of the software (at the request of the Licensee);
training of the Licensee's employees in the rules and procedure of work in the software (at the request of the Licensee).

2. Term of validity of the contract

2.1. The Agreement enters into force from the moment of registration on the website www.instaco.com.ua and is valid for the period established by the tariffs specified in "Tariffs" on the website of the Licensor, and is automatically extended for a new term under the conditions in force at the time of extension, upon payment of each the next tariff. From the moment of payment by the Licensee of the applicable Tariff, the latter receives the corresponding property rights specified in the Tariffs.

3. Rights and obligations of the parties

3.1. The licensee has the right to:

3.1.1. Carry out any actions related to the functioning of the software/database, in accordance with its purpose, namely:

provide employees of the Licensee's organization (individual entrepreneur or legal entity) remote access to work in the software/database;
to provide access to the information generated as a result of software/database operation for the purpose of generating consolidated reports;
to use the software/database in commercial activities, except in cases of resale, lease or transfer of the software to third parties, which is possible only after concluding the relevant written agreements with the Licensor;

3.1.2. The Licensee's right to use the software/database does not include any permission, right or authority:

reproduce software/database;
modify the software/database;
distribute (copy), make public, resell software/database;
distribute the software/database or its parts and/or take other actions aimed at obtaining commercial benefits in relations with third parties from the use of the software/database;
grant sublicenses for any use of the software/database or its parts to third parties.

3.1.3. In case of detection of errors in the operation of the software/database, the Licensee sends a written application to the Licensor. Within 5 (five) working days from the date of receipt of a written application from the Licensee with a description of work failures, the parties shall determine the terms and procedure for their elimination by drawing up a written agreement. The provisions of this clause do not apply in case of non-compliance by the Licensee with the rules of software/database operation recommended by the Licensor or the Licensor's recommendations regarding the use of the software, etc.

3.2. The licensee is obliged to:

Timely payment for Software/DB/Services under the Agreement, in accordance with the terms of the Agreement.
Accept the property rights to use the software/database for the appropriate period and the provided Services.
Use the software/database only in the ways and within the limits of the rights provided for in the Agreement.
Not to use the resources of the Server and other software and hardware tools and tools of the Licensor provided by the Licensor for activities that are inconsistent with generally accepted norms of network use, including mass mailing of advertising messages (spam).

3.3. The licensor is obliged to:

Within 5 (five) working days from the moment the Licensee makes payment, in accordance with clause 5.2 of the Agreement, grant the Licensee the right to use the software/database.
Grant the right to use the SaaS version of the software every day and around the clock, with the exception of the time of preventive measures, which is no more than 24 hours per month (mainly during non-working hours).
Provide information on software/database issues via e-mail, hotline. Current e-mail addresses and hotline telephone numbers are available on the Licensor's website.
Licensor's responsibilities for software/database support on the Internet do not include providing access to this network by the Licensor. The Licensee provides his own access to the Internet.

3.4. The licensor has the right to:

Terminate the Agreement and refuse to grant the Licensee rights to use the software/database and Services in case of violation of payment terms by the Licensee for more than 5 (five) working days, or for other reasons stipulated by this Agreement.
Issue updates of the software/database and new versions of the software/database, determine the terms of their provision to the Licensee, the terms of technical support and support.
To engage third parties for the provision of Services under the Agreement.

3.5. The Parties recognize the legal force of e-mails - documents sent by e-mail (e-mail) and recognize them as equivalent to documents on paper media, signed by their own hand, because only the Parties themselves and their authorized persons have access to the relevant means of communication - e-mail addresses specified in the Agreement in the details of the Parties. Each Party has access to e-mail through a corresponding password and undertakes to keep it confidential.

3.6. The contract is an open and publicly available document. The Agreement may be changed and/or supplemented and/or revoked by the Licensor unilaterally without prior notice. The current version of the Agreement is located on the website of the Licensor at the address: www.instaco.com.ua

3.7. The Licensor has the right to carry out mailing, and the Licensee agrees to receive letters to all provided e-mail boxes containing both service information related to the operation of the system, as well as informational and news mailings. Refusal from mailing is done by the Licensee by clicking on the "unsubscribe" link contained in each incoming email.

4. The procedure for granting software rights, providing services

4.1. The procedure for granting software/database rights and providing Services is established by this Agreement.

4.2. The fact of granting the Licensee the right to use the SaaS version of the software/database is confirmed by changing the status of the Order in the Licensee's personal account, in accordance with the Agreement.

4.3. Upon the transfer of rights to the software/database and the provision of Services, the Parties may sign the Act of acceptance and transfer of the right to use the program or the Act of acceptance and transfer of the provided services, depending on the essence of the transaction (hereinafter - the "Act") at the request of the Licensing Authority. If such a request was received from the Licensee, then the Parties believe that the Licensee has accepted the proper granting of rights to use the software/database and/or services on the third working day from the date of expiry of the term of use of the software/database and/or the term of providing the relevant online services.

4.4. The original documents signed by the Licensor are sent to the Licensee at his request by mail to the postal address indicated by him within 5 working days from the end of the corresponding month OR, signed by qualified electronic signatures of authorized representatives of the Parties, to the registered electronic address in the Licensee's personal account.

4.5. For sending the original acts signed by the Licensor by mail or courier, in accordance with clause 4.5 of the Agreement, the Licensee shall be charged a fee in accordance with the tariffs of the postal or courier service (hereinafter referred to as postage). To withdraw the fee provided for in this clause of the Agreement, the Licensor sends an invoice to the Licensee's address indicating the amount of postage to be paid by the Licensee, the Licensee shall pay the postage within 5 working days from the date of invoicing.

5. Cost and settlement procedure

5.1. The Licensor's fee for granting the right to use the database includes the fee for granting the right to use the software. The Licensor's remuneration for granting the right to use under the terms of a simple (non-exclusive) software/database license, as well as the cost of the Services provided under the Agreement, are specified in the Licensor's Tariffs.

5.2. Payment under the Agreement is made in the order of 100% (one hundred percent) advance payment. Payment is made within 5 (five) banking days from the date of issuing the Invoice, or by bank card directly on the Licensor's website.

5.3. If the invoice received by the Licensee is not paid within the specified period, and the price specified in the Price List changes, the Licensee is obliged to pay the new price, otherwise the Agreement is considered terminated.

5.4. The amount of the Licensee's fee for granting a simple (non-exclusive) software/database license is not subject to VAT, in accordance with Clause 26 Clause 2 of Art. 149 of the Tax Code of Ukraine. The cost of Services provided online at the Licensee's request (for example, employee training, consulting, etc.) in accordance with Clause 26-1 of Subchapter 2 of Chapter XX of the Tax Code of Ukraine (hereinafter referred to as the "Tax Code") temporarily, from January 1, 2013 until January 1, 2023, operations on the supply of software products, as well as operations with software products, the fee for which is not considered a royalty according to paragraphs two to seven of sub-clause 14.1.225, are exempt from taxation with value added tax (hereinafter referred to as "VAT") 14.1 of Article 14 of the Tax Code of Ukraine.

5.5. Method of payment under the Agreement:

5.5.1. transfer by the Licensee of funds in the currency of Ukraine (hryvnia) to the current account of the Licensor. At the same time, the Licensee's obligations in terms of payment under the Agreement are considered fulfilled from the date of receipt of funds, in full, to the Licensor's current account;

5.5.2. by bank card directly on the Licensor's website, through connected payment systems.

5.6. The Licensee is given the opportunity to make payment under the Agreement using other payment systems, information about such opportunities is posted by the Licensor on the Site.

5.7. In case of early termination

of this Agreement for any reason, the amount of advance payment shall not be returned to the Licensee. The provisions of this clause apply to cases of purchase of the SaaS version of the software under the Agreement.

5.8. The licensor has the right to unilaterally change the terms of the Tariffs. In case of disagreement of the Licensee with the specified changes, as mentioned in the written notification, the Agreement is considered terminated.

6. Limitation of liability

6.1. The Licensee acknowledges and agrees that under no circumstances shall the Licensor be liable to the Licensee and third parties for:

6.1.1. Disclosure of information that occurred due to the fault of the Licensee, or became necessary within the framework of the legislation of Ukraine or the country of data placement, at the request of authorized state bodies.

6.1.2. Any direct and indirect results obtained by the Licensee during the use of the software/database, which are provided only on an "as is" basis. The licensee uses information and software/database voluntarily, with the condition of full acceptance of all risks and consequences associated with their use.

6.1.3. Any indirect, accidental, unintentional damage, including lost profit or lost data, damage to honor, dignity or business reputation, caused in connection with the use of the Site, software/database and related Services.

6.1.4. Any actions or inactions of the Licensee and third parties, including damage of any kind, received as a result of these actions or inactions.

6.1.5. Any relationships and results that Licensees may have with third parties, including using the Site and software/database.

6.2. The Licensee accepts that he uses materials from the site, software/database and/or Services of the Licensor at his own risk, and bears personal responsibility for the possible consequences of the use of the specified materials and the results of the software/database and the provision of Services. The software/database and information posted by the Licensee are not checked by the Licensor for compliance with certain requirements (reliability, completeness, integrity, etc.).

6.3. In case of violation by the Licensor of the terms of granting rights to the software/database and provision of Services, in accordance with the terms of the Agreement, the maximum amount of liability of the Licensor is limited to the fee paid by the Licensee for these rights to the software/database and the price of this Service. For rights to the software/database and/or services of a regular nature, the maximum amount of liability of the Licensor is limited to the fee paid by the Licensee for the rights to the software/database and the provision of this Service in the month when the Licensor violated the terms of the Agreement.

6.4. The Services and Software/DB are not intended for use in nuclear installations, air traffic control services, or life support systems where their failure could cause death, injury, or environmental damage (and other high-risk activities). The Licensor does not guarantee 100% uninterrupted or error-free operation of the Site, software/database and/or Services.

7. Grounds and procedure for terminating the contract

7.1. Any of the Parties has the right to unilaterally cancel this Agreement at any time by notifying the other Party 10 (ten) working days before the expected date of unilateral cancellation. Notification of unilateral withdrawal from the Agreement is sent by e-mail.

8. Dispute resolution procedure

8.1. In the event of disputes, the Parties undertake to take all possible and reasonable measures to settle them through negotiations, compliance with the claim (pre-trial) dispute resolution procedure is mandatory for the Parties. The deadline for responding to a claim is 30 (calendar) days.

8.2. All unresolved disputes are subject to consideration in the court at the Licensor's location.

8.3. This Agreement is governed and interpreted in accordance with the legislation of Ukraine.

9. Circumstances of force majeure (force majeure)

9.1. Each of the Parties is released from responsibility for partial or complete non-fulfillment (as well as improper fulfillment) of obligations under the Agreement, if this non-fulfillment is due to force majeure circumstances that arose independently of the will of this Party after signing the Agreement, provided that the effect of such circumstances the Party could not foresee and/or eliminate by means available to it.

Such circumstances may include (including, but not limited to): natural disasters (floods, earthquakes), military actions, decisions of state authorities, including through the issuance of normative acts, and their consequences, which prevent the fulfillment of obligations under By contract.

The term of performance of the respective Party's obligations under the Agreement shall be postponed in accordance with the time during which the circumstances of force majeure were in effect.

9.2. The Party for which it is unable to fulfill its obligations under the Agreement due to force majeure circumstances must notify the other Party of the occurrence and termination of such circumstances as soon as possible, but no later than 10 (ten) calendar days from the date of occurrence (termination) of force majeure circumstances force, if the circumstances of force majeure themselves do not prevent such notification. The Licensor notifies the Licensee of the occurrence of force majeure circumstances by placing an information letter on the Licensor's website.

9.3. Proper proof of the occurrence of force majeure circumstances and their duration will be a duly executed document issued by the Chamber of Commerce and Industry or another organization (body) performing similar functions located at the place of occurrence of force majeure circumstances.

10. Personal data

10.1. To fulfill the terms of the Agreement, the Licensee agrees to provide and consent to processing

to personal data in accordance with the Law of Ukraine "On Personal Data" on the terms and for the purposes of fulfilling the terms of the Agreement. "Personal data" means personal information that the Licensee provides about himself when registering on the Site, namely: surname, first name, patronymic; address of registration, number of the main document certifying his identity, information about the date of issuance of the specified document and the authority, postal address (including index), e-mail address and contact telephone numbers.

10.2. The Licensor guarantees the confidentiality of the Licensee's personal data and provides access to personal data only to those employees who need this information to fulfill the terms of the Agreement, ensuring that the specified persons observe the confidentiality of personal data and the security of personal data during their processing.

10.3. In cases where the Licensee loses identification data (login / password) for access to the Site, the Licensor has the right to request from the Licensee, and the Licensee agrees to provide some personal data that will be used exclusively for the purpose of executing this Agreement and protecting the property interests of the Licensee and the Licensor.

10.4. In the event of termination of the Agreement, all information posted on the Site: personal data of the Licensee and related files are physically destroyed from the Licensor's media.

10.5. When transferring the right to the program, the Licensor obtains consent from the Licensee for the collection and processing of personal data about the Licensee for the purpose of fulfilling the terms of this Agreement, as well as informing the Licensee about current promotions and special offers.

10.6. The licensee, in turn, gives consent to the Licensor for the collection and processing of personal data.

10.7. The Licensor undertakes: to observe the confidentiality of the Licensee's personal data; prevent unauthorized use of the Licensee's personal data by third parties.

10.8. The Licensor does not sell or transfer personal information about Service Users. The Licensor has the right to provide access to personal information about Service Users in the following cases:

- The user of the service has given his consent;

- If required by Ukrainian legislation or authorities in accordance with procedures prescribed by law.

10.9. The licensor has the right to provide third parties with aggregated information that does not contain personal information and does not allow identifying the user personally.