SUBLICENCE CONTRACT No.Number of the Agreement
on providing access to the online service “name of the software
”
City
date of conclusion, (напр.:May 1, 2021)📆
THIS SUBLICENCE CONTRACT (the “Contract”) is made and effective on date of conclusion, (напр.:May 1, 2021)📆
(the “Effective Date”), by and between:
(1) Повне найменування (Eng.)
, hereinafter referred to as the "Licensor", with its registered office at Адреса місцезнаходження (юридична адреса) (Eng.)
, Identification No: Код компанії
, represented by Посада представника (Eng.)
ПІБ представника (Eng.)
, acting on the basis of the Посада представника (Eng.)
,
(2) Повне найменування (Eng.)
, with its registered office at Адреса місцезнаходження (юридична адреса) (Eng.)
, Identification (registration) No Код компанії
, represented by Посада представника (Eng.)
ПІБ представника (Eng.)
, acting on the basis of the Підстава діяльності представника (Eng.)
(the “Sublicensee”)
(Licensor and Sublicensee jointly as the “Parties” and separately as the “Party”)
WHEREAS:
(A) Parties are operating in and are allowed to deal with the goods and services in an SaaS industry while they can export and import services related to this. Sublicensee is a specialized company in such Industry with possession of all necessary skills and experiences.
(B) “name of the software
” software or software is an online service that is installed and runs on the Licensor’s server, located on the website website
and is a task and project management system that allows you to plan and keep records of the organization’s economic activities and carry out its optimization.
(C) Ownership rights of the software, including as an object of intellectual property rights, belong to Повне найменування (Eng.)
(registered under the laws Law of countries
, company identification code Код компанії
). Functionality and instructions for using the name of the software
software are posted on the Site.
NOW, THEREFORE, the Parties hereto agree as follows:
TERMS AND DEFINITIONS
To avoid inconsistency and equal interpretation, the Parties agreed on the definition of the following terms:
Site or website - a collection of data, electronic (digital) information, other objects of copyright and (or) related rights, etc., interconnected and structured within the site address website
(. org, .net, .eu, .ua) and (or) the account of the owner of this site, accessed through an Internet address, and consists of a domain name, directory entries or calls and (or) a numeric address behind the Internet protocol.
Subdomain is a third-level domain, created by the Licensor and has the form subdomain
(.org, .net, .eu, .ua,), where account name is the name that is provided / assigned to the Sublicensee within its account for the duration of this Contract. For the purposes of this Contract, the subdomain is an integral part of the Software.
Services - a set of software functionality in accordance with the selected pricing plan.
Pricing plan - a detailed list and scope of the relevant functionality and characteristics of the Service (service packages) to which access is provided and the cost of such access, and is publicly available on the Licensor’s website.
The billing period is one calendar month or 30 (thirty) calendar days.
Account - a set of authorization data, subdomains and information materials of the Sublicensee, stored and processed by the online service.
Authorization data - data necessary to identify the Sublicensee and use the Software. They consist of a Login - a unique identifier in the form of an email address, and a password - a set of characters that protect access to the Sublicensee’s account from unauthorized access by third parties.
Content or Information Materials - any text, graphic, audio, video and mixed materials of an informational nature that Users contribute to their account.
Software - online service installed and running on the Licensor's Website with a database running and installed on the Licensee's server, located on the website website
and is a task and project management system that allows you to plan and conduct accounting of the economic activity of the organization and to carry out its optimization. Ownership rights to the software, including as an object of intellectual property rights, belong to the Licensor. Functional capabilities and instructions for using the "name of the software
" software are posted on the Site.
1. SUBJECT OF THE CONTRACT
1.1. The Contract regulates the legal relations arising between the Licensor and the Sublicensee in connection with the supply of software products by providing access to the online service under the terms of a non-exclusive license to use the name of the software
software. A non-exclusive license does not exclude the possibility of the Licensor using an object of intellectual property rights in the area that is limited by this license, and issuing licenses to other persons to use this object in the specified area.
The license power area (territory) is the EU.
The validity period of the sublicense is determined and equal to the validity period of this Contract.
Under a sublicense, the Sublicensee receives the following rights: the right to use the software, the right to receive software updates.
1.2. In accordance with this Contract, the Licensor, via the Internet, provides the Sublicensee with access to the online service “name of the software
”, and the Sublicensee accepts and pays the cost of access in the manner and amount provided for in this Contract. The Licensor grants the non-exclusive license to Sublicensee by providing access to the Software “name of the software
”.
1.3. The right to use the Software under this Contract is granted to the Sublicensee as soon as possible after payment of the cost of the sublicense by creating an Account to access the Software in accordance with the selected pricing plan.
1.4. The subdomain belongs to the Licensor and is provided for use by the Sublicensee for the duration of the Contract. A subdomain with the address (account_name) chosen by the Sublicensee is registered provided that at the time of its registration such a domain name is free and its use does not violate generally accepted moral and ethical standards.
1.5. The provision of services by the Licensor to the Sublicensee for setting up and diagnosing the equipment and software of the Sublicensee (computers, modems, etc.) in order to provide access to services, as well as the provision of training services in using the software is not the subject of the Contract and is not included in its price.
1.6. The Licensor guarantees to the Sublicensee: that it has received all the necessary rights from the Copyright owner, and also has all the necessary powers to enter into this Sublicense Contract. In the event of a violation of this warranty, the Licensor is obliged to reimburse the Sublicensee in full for the costs and financial losses associated with the violation of this warranty.
1.6.1. The Licensor guarantees to the Sublicensee:
• The Licensor, by concluding and executing this Contract, does not violate the copyrights or related intellectual property rights of third parties, and the Sublicensee will not have to make any additional payments to any third parties for the use of the components that make up the Software;
• intellectual property rights to the Software, in whole or in part, are not the subject of a pledge, legal dispute or claims from third parties, not included in the authorized capital of any resident/non-resident legal entity.
2. TERMS OF USE OF THE ONLINE SERVICE
2.1. In accordance with this Contract, the Sublicensee has the right (powers, permission, access) to:
• use of the software exclusively in the manner and on the terms specified in this Contract and in accordance with the instructions for using the software posted on the Site, subject to the presence of a positive balance on the Sublicensee’s Personal Account;
• access personal account, account and services around the clock, seven days a week, with the exception of the time of maintenance, not exceeding 24 hours a year (thus, the online service is available and accessible to the Sublicensee and Account Users approximately 99.7% of the whole time)
• at own request, change the Services by changing the pricing plan.
• requests and receipt from the Licensor of information about the procedure for using the software, including the procedure for using functional, hardware and other resources, as well as sending requests to the Licensor to eliminate technical problems when using the online service. Consultation is carried out by e-mail using the form posted on the website page at website
. Responses are sent to the Sublicensee’s email address, specified by him in the section “Legal addresses and bank details of the parties” of this Contract.
• use the functionality of the Software in commercial and other activities of the Sublicensee;
• use the capabilities of the online service to place your own data in its resources in the volumes provided for by the technical parameters of the service;
• immediate removal from all media of all information about the Account, Content and data of the Sublicensee based on its own request.
Instructions posted on the Site (description, requirements, etc.) establishing the procedure for carrying out actions to use the software are mandatory for execution by the Sublicensee.
2.2. If the Sublicensee has additional requirements for the functionality of the Software, the Licensor reserves the right to offer the Sublicensee a transition to another Pricing plan or an individual pricing by concluding an additional Contract.
2.3. The Licensor undertakes to store the Content, Account and data of the Sublicensee until the Sublicensee is notified of the need to destroy them during the term of this Contract, but in any case no more than 60 calendar days from the date of expiration of this Contract.
2.4. The Licensor undertakes to promptly, but no later than 10 (ten) business days before the corresponding change, inform the Sublicensee about changes in the terms of use of the software, including changes in the list of services and the cost of the Pricing plan by sending a message to the Sublicensee’s email address.
2.5. Under this Contract, the Sublicensee is prohibited from:
• decompile any components or modules contained in the software in order to transfer them to other information systems or for other purposes;
• use information in your own information products in a form and using a style similar to the form and style of presenting information in the software, without the separate permission of the Licensor;
• transfer logins and passwords to access the Software to any third parties not associated with the Sublicensee and/or provide the ability for third parties to access the Software in another way;
• interfere with the functioning of the software and try to gain access using methods that do not meet the search forms of requests and obtaining information (interface) defined in it, including using other software tools, as well as contrary to the recommendations of the Licensor;
• issue sublicenses to other persons for the right to use the software or otherwise transfer or provide for permanent or temporary, paid or free possession and/or use of the software in any way, including by leasing;
• use the software in activities that contradict the legislation of Law of countries
and violate the rights and legitimate interests of other persons.
2.6. Based on the results of granting access, the Parties undertake to sign the Acceptance Act for the provided services. The Licensor provides a Acceptance Act for the full paid period with the specified period of validity of the License. The act is dated from the first day of validity of the License. The sublicensee is obliged to sign the Acceptance Act and, no later than 5 (five) days from the date of receipt, send a second copy to the Licensor or, at the same time, provide the Licensor with a written reasoned refusal to sign the Acceptance Act, sending it to the licensor’s email address.
2.7. In case of failure to provide a refusal and/or failure to sign the Acceptance Act, non-compliance by the Sublicensee, the right to use the software in the reporting period is considered to be granted to the Sublicensee in full, and the Acceptance Act is agreed upon and signed by the Sublicensee in full.
2.8. Non-use or partial use of the software by the Sublicensee for any reason beyond the control of the Licensor is not grounds for recalculation and/or refund of the Licensor’s remuneration for such period.
2.9. If the Sublicensee is unable to use the services for reasons depending on the Licensor, the Sublicensee has the right to demand a recalculation of the amount of the Licensor's remuneration for the reporting period in proportion to the actual time of use of the services.
2.10. The Parties understand that termination of this Contract for any reason, including at the initiative of the Licensor for any reason, results in the termination of the rights (powers, permissions) that are granted to the Sublicensee under this Contract, unless otherwise agreed in writing by the Parties.
2.11. The parties agreed that the conclusion of this Contract and/or the issuance of a license does not entail the transfer to the Sublicensee and/or the user of any exclusive intellectual property rights to the Software as a whole or in any part thereof, and also does not mean the acquisition by the Sublicensee of ownership or the receipt by the Sublicensee of any rights (including use, possession and/or disposal) of the Software as a whole or in any part. The parties confirm that the transferred rights exclude the right or opportunity of the Sublicensee to sell or otherwise alienate the Software to any third party, and also exclude the possibility of the Sublicensee to otherwise transfer the Licensor's Software to the disposal or ownership of a third party;
2.11.1. The use by the Sublicensee of content, copyright algorithms, as well as any design elements, text, graphic images, illustrations, videos, computer programs, databases, music, sound and other objects of intellectual property rights available to the Sublicensee through the online service is possible only within the framework provided functionality of such a service. Their use in any other way (including reproduction, copying, processing, distribution on any basis, display in a frame, etc.) is permitted only with the prior permission of the Licensor.
2.11.2. The sublicensee has no right to change (modify), decompile, disassemble, decrypt and perform other actions with the object code of the Licensor's software, the purpose of which is to obtain information about the implementation of algorithms used in the Licensor's online service, to create derivative works (computer programs) using the software Licensor.
2.11.3. The sublicensee is independently responsible to third parties for its actions related to the use of the Licensor’s online service, including if such actions lead to a violation of the rights and legitimate interests of third parties, as well as for compliance with the legislation of Law of countries
when using the Licensor’s software.
2.12. The rights to use the online service under this Contract are transferred on an “as is” basis. The Licensor does not guarantee compliance of the Software with the specific goals and expectations of the Sublicensee, and also does not provide any other guarantees not expressly specified in the Contract. The sublicensee, on its own and at its own expense, provides itself with access to the Internet and the availability of the necessary equipment for this.
3. RIGHTS AND OBLIGATIONS OF THE LICENSOR
3.1. In accordance with this Contract, the Licensor has the right to:
• receiving remuneration for the use of the online service by the Sublicensee;
• independent use of the online service, components of the online service, in any way, as well as the right to permit or prohibit other persons from using it in any way that is included in the powers of the subject of intellectual property rights;
• update the software and unilaterally determine the software settings;
• has the right to indicate the names of the Sublicensee, trademarks (marks for goods and services), emblems and other symbols of the Sublicensee, links to the Sublicensee’s website for use in advertising, marketing purposes (in particular, when the Licensor conducts marketing campaigns), in public speeches, press releases.
3.2. Under the terms of this Contract, the Licensor is obliged to:
• in the manner and within the time limits provided for in Section 3 of this Contract, transfer to the Sublicensee access to the online service.
• ensure round-the-clock access and operability of the online service for the purposes of using the software, with the exception of the time of maintenance. The Licensor undertakes to notify the Sublicensee in advance, no later than 24 hours (twenty 4:00), about maintenance and repair work that affects the availability of the software used by the Sublicensee by sending a corresponding warning to the Sublicensee's email address.
3.3. The Licensor bears no legal, material or other liability
• for the content, quality and compliance with the current legislation of tLaw of countries
of the content posted by the Sublicensee in the online service;
• to third parties if they suffer damage associated with the use of the software.
4. PAYMENTS
4.1. The total cost of this Contract is defined as the total amount of funds (remuneration) transferred by the Sublicensee for the use of the name of the software
software during the term of the Contract and is determined according to the selected pricing plan, which is described in Annex A to this Contract.
4.2. Payment for the License is carried out by the Sublicensee in non-cash form in the currency of Euro, by transferring funds to the Licensor's current account within 3 (three) business days from the date the Sublicensee receives the corresponding invoice. The right to use the software is granted on the basis of 100% (one hundred percent) advance payment of the full cost of the license in the amount of the cost of at least one billing period. The date of payment is the date of crediting funds to the Licensor’s current account. The fee for transferring funds to the Licensor's account is paid at the expense of the Sublicensee.
4.3. When making payment, the Sublicensee is obliged to indicate in the payment document its Pricing plan and the name of its Account, and in the absence of the Account name, the Licensor has the right to suspend the provision of Services until clarification.
4.4. The Licensor has the right to unilaterally change the Pricing plan by notifying the Sublicensee in writing by email no later than 30 (thirty) calendar days before the date of change. Changed The pricing plan begins to be effective from the date specified in the written message of the Licensor, but not earlier than 30 (thirty) calendar days from the date of receipt by the Sublicensee of the corresponding written notice from the Licensor.
4.5. If the Sublicensee does not agree with the change in the pricing plan, the Sublicensee is obliged to provide a written response within 7 (seven) calendar days from the date of receipt of the notification. the cost of the License under the Pricing Plan selected by the Sublicensee, the Parties agree on mutually acceptable terms of the Contract for the new Pricing Plan, the commencement of its validity, while the old conditions continue to apply for the duration of the Contract (negotiations) for 1 calendar month. If, within 60 (sixty) calendar days from the date the Sublicensee receives a message about a change in the pricing plan, the Parties do not reach an Contract, the Licensor has the right to immediately refuse to fulfill the Contract unilaterally and terminate this Contract by notifying the Sublicensee in writing by e-mail.
In case of failure to provide objections or respond to a message regarding changes in the pricing plan within the established period, the new Pricing plan is considered agreed upon and accepted by the Sublicensee in full.
4.6. The crediting of funds to the Licensor's current account for payment of the License is displayed in the Sublicensee's Personal Account.
4.7. The Sublicensee gains access to the Services subject to the presence of a positive balance on the Sublicensee’s Personal Account. The Sublicensee is obliged to independently monitor the balance on his Personal Account. The Software automatically notifies the Sublicensee of a negative balance 7 (seven) calendar days before it occurs by sending an email to the Sublicensee's email address. If a negative balance is formed, the Sublicensee is obliged to prepay the Licensor's remuneration for the next billing period within 5 (five) business days in accordance with the selected pricing plan.
4.8. In the event of a negative balance on the Sublicensee's Personal Account, name of the software
software automatically blocks the Sublicensee's access to the online service and switches the Sublicensee's Account to Read Only mode.
4.9. The parties agreed that if the Sublicensee’s use of the online service did not lead to the result it expected, in particular an increase in sales of services or goods, an increase in customer requests, or an increase in profits thanks to the software, the Sublicensee has no right to a refund of the funds paid under this Contract.
5. RESPONSIBILITY OF THE PARTIES
5.1. If the Sublicensee violates the terms of the Contract, the Licensor has the right to suspend the provision of access to the Sublicensee or reduce the scope of the provided software functionality by blocking or limiting the Sublicensee's access to the online service.
5.2. In the event of a delay in payment of more than 5 (five) business days from the moment the negative balance of the Personal Account arises, the Licensor has the right to suspend the provision of access to the Sublicensee or reduce the scope of the provided software functionality by blocking or limiting the Sublicensee’s access to the online service.
5.3. The Licensor, in writing, no less than 3 (three) working days before blocking or restricting access, informs the Sublicensee about this, indicating the reasons for their imposition and, if possible, indicating the conditions under which access to the services, website, Account will be restored in full.
5.4. The Licensor guarantees the safety of the Account and information materials stored in it for 60 (sixty) calendar days from the date of termination of access and (or) blocking of the account. After this period, subject to blocking and/or restriction, the Licensor has the right to delete the Sublicensee’s Account and destroy the Sublicensee’s Information Materials stored in it.
5.5. The parties understand and take into account the specifics of processing and transmitting data on the Internet, and therefore agree that the Licensor is not responsible for the inability to provide services for reasons beyond its control, including (including, but not limited to) as a result of failures in the operation of software and hardware complexes of third parties and/or data transmission channels that do not belong to the Licensor.
5.6. The Licensor is not responsible for the content of any data and information materials that are created, processed, transmitted and received by the Sublicensee or other account users and does not compensate for any damages caused by such data, their content and use.
5.7. The Licensor is not responsible for any losses and lost (lost) profits associated with the use of the Software by the Sublicensee.
5.8. If the period during which the Sublicensee, through the fault of the Licensor, could not use the Software due to disruptions in the operation of services exceeds 15 (fifteen) calendar days, the Sublicensee has the right to immediately refuse to fulfill the Contract unilaterally by notifying the Licensor in writing by email. At the same time, the Sublicensee retains the right to demand a refund of the cost of the Licensor's remuneration for the period during which he could not use the Software properly.
5.9. The Sublicensee is responsible for any material and any content (including graphic, text, audiovisual or other multimedia, data files, texts, as well as other files and images) downloaded or otherwise transmitted using the Software, as well as obtained through the use of the Software, The sublicensee and its users transfer to third parties, as well as for all consequences of using the software (including any documented losses that the Sublicensee, Licensor and third parties may incur).
5.10. The Sublicensee is responsible for any possible violations of the law, including legislation on the protection of personal data and the rights of third parties if the Sublicensee, when using the functionality of the software, violates the requirements for the protection of personal data, copyright, related rights of third parties, or makes unauthorized use of trademarks , brand names, other means of individualization, other intellectual property rights are violated, damage is caused to the honor, dignity or business reputation of third parties. At the same time, in the event that the Licensor receives claims, suits and/or orders for damages, payment of penalties from government agencies and/or third parties related to the improper use of the software by the Sublicensee, the Sublicensee undertakes to independently and at its own expense resolve such requirements, as well as compensate the Licensor for documented losses.
6. DISPUTE RESOLUTION PROCEDURE
6.1. All disputes between the Parties regarding the execution of this Contract are resolved through negotiations between the Parties.
6.2. The Parties agreed that when considering disputes, the Parties have the right to provide as evidence a printout of electronic letters (emails), with stored technical information in them (headers). If official technical information (headings) is missing, such a letter is not evidence. The originality of the email headers is confirmed by independent experts or the Internet Service Provider through which the corresponding email was sent.
6.3. All rights, obligations, and duties hereunder, which by their nature or by their express terms extend beyond the expiration or termination of this Contract, including but not limited to warranties, indemnifications, intellectual property (including rights to and protection of intellectual property and proprietary information), and product support obligations shall survive the expiration or termination of this Contract. The Parties further agree that any Confidential Information shall be deemed to be confidential for the entire term of the Contract and thereafter for a period of five (5) years from the date of termination of the contractual Relationship.
6.4. If any provision of this Contract becomes, or is held by law to be, invalid or unenforceable, then that single provision alone shall not be valid unless the nature of such invalid or unenforceable provision indicates that it is inseparable from the content of the Contract; the remaining provisions of this Contract shall remain in full force and effect. Parties undertake to negotiate in good faith to replace the provisions of the Contract which would become invalid or unenforceable with new provisions whose economic effect is as close as possible to the economic effect of the provisions being replaced and which are consistent with the common intention of the Parties as expressed in this Contract.
7. TERM OF THE CONTRACT
7.1. The Contract comes into force on the day of its conclusion and is valid exclusively for the paid validity period of the license, but not less than the minimum validity period of the license. Regarding mutual settlements between the Parties, the Contract is valid until the Parties fully fulfill their obligations under the Contract. The expiration of this Contract does not relieve the Parties from liability for its violation that occurred during the validity of this Contract.
7.2. The minimum validity period of the software license is 6 (six) months from the date of conclusion of the Contract. The parties do not have the right to unilaterally withdraw from the Contract before the minimum license period expires.
7.3. After the expiration of the paid license period, each Party has the right to unilaterally terminate the Contract by notifying the other Party in writing by email 30 (thirty) calendar days before the date of termination of the Contract.
7.4. The Licensor has the right to unilaterally and on its own initiative terminate this Contract in the following cases:
- violation by the Sublicensee of the terms of payment under this Contract;
- violation by the Sublicensee of the terms of this Contract;
- lack of response from the Sublicensee to the Contractor’s request within 30 calendar days from the date of the request;
7.5. This Contract terminates in the following cases:
- expiration of the Contract;
- proper execution by the Parties of the relevant additional Contract to this Contract.
7.6. In the event of the transformation of either of the Parties to another legal form of business, its division, merger, or amalgamation with another entity, the rights, and obligations under this Contract shall pass to the legal successor.
7.7. Parties agree that this Contract may be signed electronically by a Party by having a scan of the Contract signed in manuscript by an authorized person with a visible seal of the Party and subsequently sending such a scan of the Contract by e-mail from the e-mail address of the sending Party.
8. FINAL PROVISIONS
8.1. All legal relations arising from or related to this Contract, including those related to the validity, conclusion, execution, amendment and termination of this Contract, interpretation of its terms, determination of the consequences of invalidity or violation of the Contract, are governed by this Contract and the relevant norms of the current legislation of the Republic of Estonia, as well as business customs applicable to such legal relations on the basis of the principles of good faith, reasonableness and fairness.
8.2. After signing this Contract, all previous negotiations on it, correspondence, preliminary Contracts, protocols of intent and any other oral or written Contracts of the Parties on issues in one way or another related to this Contract lose legal force.
8.3. The Parties bear full responsibility for the correctness of the details specified by them in this Contract and undertake to promptly notify the other Party in writing about their changes within 5 days from the date of such changes, and in case of failure to notify, they bear the risk of associated adverse consequences.
8.4. Assignment of the right to claim and (or) transfer of debt under this Contract by the Licensor to third parties is permitted without the consent of the other Party.
8.5. Additional Contracts and annexes to this Contract are an integral part of it and have legal force if they are made in writing, signed by the Parties and affixed with their seals.
8.6. The Parties agreed that in order to simplify the exchange of information and documents between the Parties, any documents and messages can be sent by the Party to the other Party by sending an email. Information and/or documents will be considered duly transmitted by the Party via email on the date of receipt of confirmation of reading by any of the addressees specified in the section of the Contract “Location and bank details of the parties” of the other Party. In the absence of evidence of forgery, the Parties recognize email correspondence as official document flow.
8.7. The obligations of a Party to send, deliver, bring to the attention of the other Party any documents, messages and messages duly executed from the moment of sending by registered mail, personal delivery or sending to the specified email address. The parties recognize the data of communication servers as appropriate evidence of sending electronic messages to an email address.
8.8. If any part or any condition of this Contract is declared invalid or unenforceable, the other parts and conditions of the Contract will remain in force. A waiver by either Party of any term or condition of this Contract or any breach thereof will not waive such term or condition.
8.9. The parties agreed that publishing information on the Site is the appropriate way to convey information to the Sublicensee for the purposes of this Contract.
SIGNATURES OF THE PARTIES
Повне найменування (Eng.)
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Повне найменування (Eng.)
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