License Agreement (Offer)
This license agreement (hereinafter referred to as the “Agreement”) is an offer of the LLC NPO “Metarex”, hereinafter referred to as the Licensor, to the user of the Metabot service, hereinafter referred to as the Licensee. The performance of conclusive actions by individuals or legal entities aimed at using the service and its software is considered an unconditional acceptance (acceptance) of this Agreement.
1.1. Metabot Service, hereinafter referred to as the Service – a computer program placed on the Internet on the official Licensor’s website, presented in an objective form by a set of data and commands, including source text, database, audiovisual works, as well as any documentation for its use. A detailed description of the program functions is indicated on the Licensor’s website. The program is designed to exchange text and multimedia messages with the visitors of the Licensee’s site (sites) using online communications on the site, third-party short message exchange platforms (messengers), and other services on the Internet.
1.2. Service User, hereinafter referred to as the User – the Licensee or a person appointed by the Licensee to use the service. Only the Licensee in the form of a legal entity has the right to appoint other Users from among its employees.
1.3. License – the non-exclusive right of the Licensee to use the Service, transferred to the Licensee by the Licensor, with the limitation of the number of Users and the term of use. License restrictions are chosen by the Licensee in the Personal Account when placing an order for the License.
1.5. Personal Account – a user interface for managing the functions and settings of the Service, available on the Licensor’s website.
1.6. Tariff Plan – the cost of using the Service and the corresponding cost volume of granted non-exclusive rights to use the service, determined by the Licensor and posted on the Licensor’s website. The Licensee acquires Licenses in the Personal Account according to the Tariff Plan, valid at the time of purchase of the License. Tariff plans are available at https://metabot.org/pricing.
2. SUBJECT OF THE AGREEMENT
2.1. The subject of this License Agreement is the transfer by the Licensor of non-exclusive rights to use the Service to the Licensee on the terms of a simple (non-exclusive) license by providing access to the Licensor’s Service.
2.2. After registration in the system, the user is granted a license for 5 days of free trial access to the Licensor’s Service. Free trial access is not provided for the Enterprise tariff.
2.3. The Licensee has the right to:
2.3.1. Have round-the-clock access to the Service, except for the periods of technical work;
2.3.2. Use all the functional capabilities of the Service, specified in the License, taking into account the term of use, the number of Users, and the number of dialogs, determined by the selected and paid Tariff Plan.
2.4. The Licensee does not have the right to transfer the right to use the Service to third parties.
3. EXECUTION OF THE AGREEMENT
3.1. The Licensor is obliged to provide the Licensee with a non-exclusive License within 5 working days from the moment of receiving payment for the License.
3.2. The Licensee is obliged to use the Service only in the ways provided for by this Agreement, and according to the restrictions determined by the License.
3.3. The User has the right to purchase service packages of services provided by the Licensor for a fee. Service services are provided to the User on the basis of an additional agreement to this agreement.
3.4. The Licensee is provided with technical support regarding the use of the Service for the entire term of the License. Support is provided by e-mail email@example.com.
3.5. The Licensor may have technological breaks in providing access to the Service, which are considered as providing access to the Service in normal mode and are not a reason for recalculating the amounts paid by the Licensee. Technological breaks can be carried out, including for updating the functionality of the Service. Technological breaks do not exceed 6 hours per calendar month.
4. RIGHTS AND OBLIGATIONS OF THE LICENSOR
4.1. The Licensor undertakes to ensure the provision of non-exclusive rights in the volume corresponding to the User’s license.
4.2. The Licensor reserves the right to suspend or completely stop providing access to the Service, in case the User repeatedly violated this agreement in the process of using the Service.
4.3. The Licensor undertakes to make all reasonable efforts to ensure stable operation and modernization of the Service, correction of errors in the Service operation, however, the Service is provided to the User on an “as is” basis. This means that the Licensor:
4.3.1. Does not guarantee the absence of errors in the operation of the Service;
4.3.2. Is not responsible for its uninterrupted operation, its compatibility with the software and technical means of the User and other persons;
4.3.3. Is not responsible for non-fulfillment or improper fulfillment of its obligations due to failures in telecommunication and energy networks, actions of malicious programs, as well as unfair actions of third parties aimed at unauthorized access and/or disabling of the software and/or hardware complex of the Licensee.
4.3.4. Is not responsible for the loss of photo, video, and other materials of the User or for any damages that have arisen or may arise in connection with or during the use of the Service.
4.4. The Licensor has the right to provide the User with access to the Service and keep the Service and tools in working condition, and also has the right to suspend the provision of access to the service for the time necessary for carrying out scheduled preventive and recovery work on the equipment with prior notice on the technical support forum or through social networks.
4.5. The Licensor reserves the right to monitor the User’s activity within the use of the Service, as well as to take measures to impose on the User responsibility provided for in this Agreement and within the competence of the Licensor.
4.6. The Licensor undertakes to ensure the confidentiality and safety of registration data received from the User, except in cases when such disclosure occurred for reasons beyond the Licensor’s control, as well as with the exception of cases provided by current international legislation and the legislation of Russian Federation.
4.7. The Licensor has the right to change the Tariff Plans unilaterally at any time.
5. RIGHTS AND OBLIGATIONS OF THE LICENSEE
5.1. The Licensee has the right to use the Service in ways not prohibited by this Agreement and current international and Russian Federation.
5.2. The Licensee is responsible to the Licensor for providing accurate and current contact and registration information about themselves when registering for the Service. In case of a change in this information, the Licensee is obliged to independently make the corresponding changes in the Personal Account within 5 calendar days from the date of changes.
5.3. In case of the Licensee’s violation of any terms of this Agreement, the Licensor reserves the right to terminate the User’s access to the Service (including by blocking access to the Service from the IP address from which this Licensee was registered/most of this Licensee’s Materials were posted) and to pass on Materials confirming the Licensee’s illegal actions to law enforcement agencies for taking measures.
5.4. The Licensee agrees to reimburse the Licensor for any losses incurred by the Licensor in connection with the User’s use of the Service, with the User’s violation of this Agreement, and rights (including intellectual, informational, etc.) of third parties.
5.5. The Licensee is informed and agrees that the IP address of the User’s personal computer is recorded by the Licensor’s technical means, and in case of illegal actions, including actions violating the intellectual rights of third parties, the owner of the personal computer determined by the Licensor’s technical means by the belonging of the IP address is recognized as responsible for the specified illegal actions.
6. ORDER OF CALCULATIONS AND TRANSFER OF RIGHTS
6.1. To acquire a License, the Licensee places an order in the Personal Account, specifying the selected Tariff Plan. The Licensee pays the Licensor a license fee for the right to use the Service in accordance with the selected Tariff Plan. VAT is not charged based on Art. 149 par. 2 pp.26 of the RF Tax Code.
6.2. The Licensee pays for the license by transferring 100% of the amount to the Licensor, according to the selected Tariff Plan.
6.3. Payment is made by choosing one of the available methods on the Service website:
6.3.1. Transfer of funds to the current account of LLC NPO “Metarex”.
6.3.2. Transfer of funds through the best2pay system.
6.4. The Licensor undertakes to transfer the right to use the Service (activate the License), according to the restrictions specified in the License, within 5 (five) working days from the date of receipt of payment for the License to the Licensor’s account.
6.5. If within 10 (ten) days from the date of payment for the License the Licensor has not received a written claim from the Licensee related to the volume of rights granted, it is considered that the non-exclusive right to use the Service has been properly granted to the Licensee in full.
6.6. The Licensee has the right to refuse to use the Service and demand a refund of 100% of the amount paid under this Agreement, within 10 (ten) days from the date of payment for the License. After the specified period, the refund is not made.
6.7. Within 10 days, after the end of the reporting month, the Licensor forms an Act on the services provided (hereinafter – the Act) and sends it to the email address specified by the Licensee in the Personal Account. Within 5 (five) working days from the date of receipt of the Act, the Licensee signs it and sends it to the Licensor’s address at the email address firstname.lastname@example.org. In case if within 5 (five) working days the Licensor does not receive the Act signed by the Licensee or a motivated refusal to sign it, the services will be considered to have been properly rendered.
6.8. The Parties have agreed that copies of the Acts in electronic form have legal force and will be used by the Licensee until the originals of the respective Acts are received.
6.9. Acts in paper form are provided by the Licensor upon individual request. In case of the need for such provision, the Licensee sends a request to the email email@example.com
7. TERM, CHANGE AND TERMINATION OF AGREEMENT
7.1. This Agreement enters into force from the moment the Licensee accepts the terms of this Agreement and is valid for the term established by the acquired License. When acquiring a new license, the Agreement is automatically renewed for a new term under the terms of the new acquired License.
7.2. The Parties may terminate this Agreement by mutual consent or on the grounds provided for by the legislation of the Russian Federation.
7.3. Either Party may unilaterally refuse to fulfill this License Agreement, notifying the other Party by sending a message via electronic communication 30 (thirty) days in advance.
7.4. The Licensor has the right to unilaterally change the terms of this Agreement by posting a new text of the Agreement on the Internet at https://metabot.org/terms.
7.5. In case of violation of the terms of this Agreement by the Licensee, the Licensor has the right to terminate the Agreement prematurely and immediately block access to the server without prior notice to the Licensee.
8. FINAL PROVISIONS
8.1. If any of the terms or provisions of the Agreement is deemed invalid or unenforceable by any court or administrative authority of competent jurisdiction, this will not affect the validity or enforceability of any other provisions or terms of the Agreement, which remain fully valid after this, unless otherwise provided by the legislation of the Russian Federation.
8.2. Everything not regulated by this Agreement is regulated in accordance with the legislation of the Russian Federation.
8.3. By accepting the terms of this Agreement, the Licensee consents to the Licensor’s collection, storage, and processing of their personal data, including the transfer of personal data to the copyright holder and other third parties within the framework of fulfilling obligations under this Agreement and the requirements of the European Union legislation, according to the Federal Law “On Personal Data”. The Licensee guarantees that when providing the Licensor with personal data of other persons, the Licensee has obtained appropriate consents from such persons.
8.4. By accepting the terms of this Agreement, the Licensee consents to receiving additional information and newsletters at the email addresses and phone numbers specified during registration on the site and in the Personal Account.
8.5. The terms of this Agreement apply unless otherwise provided by a written Agreement of the Parties.
9. ADDRESS AND DETAILS OF THE LICENSOR.
LLC NPO “Metarex”
Legal and postal address: 356630, Stavropol region, Ipatovo city, Gagarin street, 47/1
Current account 40702810660160000474
at STAVROPOL BRANCH № 5230 BANK PJSC G STAVROPOL
Correspondent account 30101810907020000615