Оffer for factories
OFFER OF PROVISION RIGHTS OF USE SOFTWARE PRODUCT (FOR FACTORIES (PRODUCERS OF GOODS)
1. General provisions 1.1. This document (hereinafter - Offer, Contract) addressed to any legal person (company), individual entrepreneur carrying out a type of activity in the production (manufacture) of the Goods, which is a user in the status of a "Factory" Internet site posted on the Internet at: http://www.myarredo.com/ (hereinafter - the Site, Website, the Software Product) and at the same time willing to post information on activities on the Site (the activities of his company), the Goods sold by him, other advertising information, hereinafter referred to as "User," "Licensee" is an official, public offer of the right holder of the Software Product (The Site), hereinafter referred to as the "Licensor," shall enter into a contract for the transfer of non-exclusive rights to use the software product (hereinafter the "Contract") on the terms set out below. This Offer defines all material terms and conditions of the contract between Licensor and the person accepting the Offer. 1.2. Acceptance of the offer means that the User agrees with all provisions of this offer and is equivalent to the conclusion of a license Contract (hereinafter referred to as the Contract) on the terms and conditions provided for in this Offer. 1.3. The moment of full and unconditional acceptance by the User of the Licensor's offer (acceptance of the Offer) is the registration of the User on the Site. 1.4. The use of the Software Product under the Contract is made for the purpose of placing on the pages of the Site (Internet resource) text advertising, as well as other types of advertising and other information materials uploaded by the Licensee to the Site in ways provided by the Site Service. 1.5. The Contract entered into by the User, which is referred to in the Contract as "Licensee," and by the Licensor (collectively referred to as "the Parties") by acceptance of this Offer, is an Accession Contract since its terms and conditions are defined in this Offer by the Licensor and may be accepted by any person only by accession to the proposed Contract as a whole. 1.6. Licensor may change or withdraw the terms of the Offer at any time at his discretion. In the event that Licensor changes the terms and conditions of the Offer, the changes shall take effect from the moment the amended terms and conditions of the Offer are posted on the Site, unless otherwise specified by Licensor upon such placement. 1.7. If Licensee does not agree with any clause of this Offer, he will waive the Offer and give written notice to Licensee (or e-mail message) requiring the removal of all uploaded (posted) materials on the Site. 1.8. By accepting the Offer, the User confirms that: a) he is a legal entity (company) (individual entrepreneur) acting in the person of an authorized representative who has joined this Contract in their own interest; b) he has read the terms of this Offer in full; c) he accepts all the conditions of this Offer in full without any exemptions or restrictions on his part and undertakes to comply with them; d) he agrees that the Contract (including any part thereof) may be amended by Licensor without any special notice. The new version of the Contract shall enter into force from the moment it is posted on the Site or brought to the attention in a different convenient form, unless otherwise provided by the new version of the Offer; e) he has all the necessary rights and powers to conclude the Contract; f) use of the Service will be carried out exclusively for purposes permitted by this Contract in compliance with its provisions, as well as the requirements of applicable law and generally accepted practice; g) he will not perform any actions that conflict or prevent the provision of the Service or the operation of the relevant equipment, networks, or software by which the Service, the Software Product, including for third persons, is provided; h) use of the Software Product for the specific purposes of Licensee does not violate the property and/or personal non-property rights of Licensor, third persons (including but not limited to the rights of owners of payment systems integrated with the software), as well as prohibitions and restrictions established by the applicable law; i) the Software Product is provided "as is" and therefore Licensee is not provided with any warranty that the Software Product will meet his requirements; the services received by him in the use of the Software Product will be provided continuously, quickly, reliably and without errors; the quality of any product, service, information and user materials obtained using the Software Product will fully meet his expectations; k) all problems related to the use of the Software Product are resolved directly with Licensor. The Licensor shall be responsible for resolving only the problems reported to him and only in case of assistance in solving the problem by the User; l) he is responsible for the authenticity of the information provided when registering on the Site, when accepting the Offer and when using the Site (posting Advertising Information), and he is also responsible for any claims of third persons related to such information; m) he confirms consent to the terms and conditions established by this Offer upon acceptance. 1.9. Use of the functionality of the Service and the Software Product is permitted only in accordance with the procedure established by the Licensor on the Site. 1.10. The technical, organizational and commercial terms of use of the Software Product, including its functionality, may be communicated to the User (Licensee) by separate posting on the Site. 1.11. Licensor may refuse to enter into an Contract in accordance with the terms of this Offer with any person and at any time at his sole discretion without explanation. 1.12. Terms and definitions. a) The Software Product is an Internet site with its functions, located in the domain at the address: http://www.myarredo.com/ and its subdomains, exclusive rights to which belong to the Licensor, and allows to place in the corresponding sections of the pages of the Site Advertising information about the Products of the Licensee and about the Licensee, in accordance with the topics of the Site, receive Information mailing of buyers' requests, as well as attract Buyers to sell the Goods of Licensee. b) Information resources - text and graphic information located on the Site and intended to inform other users of the Site. c) Advertising Information - the type of advertising placed on the Site, which is an advertisement - text material of an advertising nature, namely: the Licensee's proposal, consisting of a set of characteristics of the Licensee's company and the Goods sold by it, the price of the Goods, the availability of the Goods for ordering, as well as the contacts of the Licensee. d) Internet resource - a set of software and hardware integrated with the Site and information intended for publication on the Internet and displayed in a certain text, graphic and/or other form. e) An Internet page - an integral part of an Internet resource, is an HTML file. It can contain text, image, and other elements. f) Placement of Advertising Information - technical placement of Advertising Information by the Licensee on the Internet resource for its display to users of the Site for private information and commercial purposes. g) The order - the procedure of formation of the request of Salon for receiving information services from the Licensor regarding providing contacts of the Licensee. h) Goods - Licensee's furniture products sold in accordance with the procedure established by such Licensee and information about which is provided by Licensee in the context of Advertising Information. i) Information Services - services provided by the Licensor to the Licensee and consisting in providing information necessary for the sale of the Goods. i1) Purchase - actual purchase of the Goods by the Buyer under the executed contract providing for sale of the Goods, concluded with the Salon or with the Licensee (manufacturer of the Goods). k) Services - a set of interactive services provided by Licensor to Licensee using the Site, as well as ensuring the conclusion and execution of this Contract. l) Factory - Licensee acting as seller of the Goods presented on the Site, which provides on the Site information about Goods, their characteristics and prices, availability of the Goods for ordering by the Buyer, as well as contacts. m) Database - a database of individual data and accounts of Licensees. n) Authorization Server - Licensor Server containing the Database. o) Authorization - a sequence of actions of the User, during which the User identifies himself, sending through the functions and forms of the Service data to the Authorization Server, stored in the form of an account. p) Information mailing of buyers' requests - information sent by the Service to the Licensee by his e-mail and/or his personal account on the Site, containing data on the request by potential Buyers-users of the Pre-Order Site for the purchase of the Goods, as well as copies of requests by potential Buyers-users of the Site for receiving offers of Salons on the terms of sale of Goods by Salons. r) Salon (store-salon) is the actual seller of the Goods that is not a Factory (Licensee) selling the Goods of the Licensee using the Software Product according to the terms of the offer posted on the Site. s) Buyer - the person who made the Purchase. Terms not defined in Section 1 may be used in the Contract. In this case, such term shall be interpreted in accordance with the text of this Contract. In the absence of an unambiguous interpretation of the term in the text of this Contract, the interpretation of the term should be guided, first of all, by the Internet resource, and second, by the Internet.
2. Subject of the contract 2.1. Licensor grants Licensee the right to use the result of his intellectual activity - the Software Product in the manner provided for in Section 3 of the Contract, and Licensee shall pay to Licensor the fee stipulated by the Contract and comply with the requirements for the use of the Software Product. 2.2. Licensor warrants that he is the exclusive owner of the Software Product and/or has the right to make it available to Licensee for use under the terms of the Contract. 2.3. The license issued to Licensee under this Contract is simple (non-exclusive). Licensor shall retain the right to issue licenses to other persons. 2.3.1. The License shall be granted during the term of the Contract, and in terms of reimbursable (paid) Services of the Software Product - in accordance with the period of use of the Software Product paid by the Licensee. 2.3.2. The amount of the license fee for the use of paid Software Product Services is defined in Section 4 of this Offer. 2.3.3. Additional terms of use of the Software Product may be determined by Contract of the parties during correspondence by e-mail or specified by Licensor on the Site. 2.4. The term of the license (s) may be prematurely terminated upon termination of the functionality of the current version of the Software Product and (or) sending to the Licensee notice of its expiration at any time and in any available way, as well as in cases provided for in Clause 7.9 of the Contract. 3. Procedure for Using the Software Product 3.1.After completing the registration procedure on the Site in the status of the Factory and acceptance of the Offer, the Licensee shall receive the right to use the Software Product (consulting Service) by Placing Advertising on the Internet Resource and receiving Information Services in the manner stipulated by the Contract, and the Licensee shall receive the Information Mailing of Buyers' requests. 3.2. Licensee shall receive by e-mail and/or in personal account on the Site Information mailing of Buyers' requests, as well as information about Salons offering to make a Purchase and from which the Buyer made a Purchase. 3.3. In order to realize the right of the Licensee provided for in Clause 3.2 of the Contract, the Licensee shall, after acceptance of the Offer, download files and enter data containing the Advertising Information through the functions of the Site Service. 3.4. From the moment the Licensee downloads through the Personal Account the files and data specified in Clause 3.2 of the Contract, the Licensor shall perform within 1 day verification of the correct filling of the Goods card, after which he shall ensure placement of Advertising Information on the Internet resource. Such placement of information by Licensor on the instructions of Licensee shall be deemed to be posted by Licensee, therefore Licensor shall not be liable for the content of the Advertising Information, for the obligations of Licensee to any categories of users of the Site. 3.5. The term of the license for placement of Advertising Information for 1 Goods Card is set until the date of sale of the Product by the Licensee. 3.6. After the expiration of the license set out in Clause 3.6 of the Offer, the Advertising Information is removed from the Software Product. 4. Procedure for payment and determination of the license fee. 4.1. Licensee shall pay the license fee under the Contract for consulting Services in the amount determined by Licensor for a particular Licensee as a percentage of the price in the invoice of the sold Goods (Purchase) indicated on the Website in the Licensee's personal account according to the Licensee's report provided in accordance with paragraph 6.3.9 of the Contract and in the invoice for payment according to this report of Licensee. 4.1.1. In case of failure to fulfill the obligation stipulated in Clause 6.3.9 of the Contract, the license fee under the Contract for consulting Services shall be paid by the Licensee in the amount determined by the Licensor for a particular Licensee as a percentage of the price in the invoice of the sold Goods (Purchase) according to other information received by the Licensor, including from Buyers confirming the fact of Purchase. At the same time, payment in this manner does not exempt from the liability provided for in Clause 7.8 of the Contract. 4.2. The amount of the license fee may be changed unilaterally by Licensor provided that Licensee is notified individually at least 10 calendar days prior to such change, if such amount has not been agreed by the Parties for a certain period. 4.3. The license fee under the VAT Contract shall not be taxed. 4.4. To pay the license fee provided for in Clause 4.1 of the Contract, the Licensee shall be billed electronically using the payment aggregator for receiving payments (acquiring services) integrated on the Website. The Licensee shall, within the period of time provided by the payment aggregator (acquiring) to pay the invoice, pay the entire amount of the license fee in an affordable way. 4.5. The license fee stipulated in Clause 4.1 of the Contract shall be paid by the Licensee in rubles at the rate of the Central Bank of the Russian Federation to the bank account of the Licensor in the manner stipulated in Clause 4.4 of the Contract, after going to the payment page by hyperlink from the Licensor's notice (report) on the Goods sold, within 5 calendar days of the calendar month following each reporting period of sales of the Goods (Purchases) equal to 3 months. 4.6. In case of termination of the Software Product for any reasons, including due to change of technical requirements or blocking by third persons, as well as in cases provided by the Offer, the license fee shall not be returned. 4.7. Licensee's obligations to pay the license fee shall be deemed fulfilled at the time of receipt of payment of the license fee amount to Licensor's account. 5. Advertising Information Requirements 5.1. Licensee shall be responsible, in accordance with applicable law, for the content of the Advertising Information, in particular, about the characteristics of the Goods, their availability in stock, the price of the Goods, the relevance of the Advertising Information, and Licensee shall be responsible for the content of other advertising materials contained in the files posted by Licensee on the Internet resource in the manner provided for in the Contract and shall not allow these materials: 5.1.1. misled other users of the Site, including - included inaccurate information about goods/services; 5.1.2. did not comply with the requirements of the current legislation, including advertising legislation. 5.2. The advertising information shall meet the following requirements: 5.2.1. RELIABILITY. The advertising information shall contain true data for third persons in relation to the goods/services offered. 5.2.2. RELEVANCE. Licensee's promotional offer for third persons shall exist and be timely, the Goods shall be available. After the sale of the Goods and its absence from the Licensee, the card of the Goods shall be immediately removed by the Licensee. 5.3. Licensor reserves the right to reject for moderation any advertising materials contained in the files submitted by Licensee for placement by Licensor of Advertising Information, if such materials do not meet the requirements specified in this Contract, the general style of advertising, as well as the style and subject matter of the Internet Resource. 6. Rights and obligations of the Parties 6.1. The licensor has the right: 6.1.1. To perform moderation of the Advertisement at any time. 6.1.2. To delete or deactivate placement of the Advertisement in case of expiration of the license. 6.1.3. To unilaterally suspend work of the Internet resource, to suspend Information mailing of requests of buyers, to remove the Licensee's materials placed on the Internet resource in case of violation by the Licensee of terms of this Contract, including: 6.1.3.1. if the promotional materials placed on the Internet resource do not correspond to the real current proposal of the Licensee; 6.1.3.2. at violation of the third party rights or legislations of the Russian Federation; 6.1.3.3. in the event of default of the duty (requirements) provided by Paragraph 6.3.1 of the Contract. 6.1.4. To temporarily suspend placement of materials of the Licensee on the Internet resource for technical, technological or other reasons, for the period of elimination of such reasons. 6.1.5. To get access to personal data of Buyers and by means of various means of communications to contact them for receiving reviews about goods purchased, the fulfilled obligations of Factory and/or Salon, degree of satisfaction with goods quality, its delivery and interaction with Factory and/or Salon. 6.2. The licensor is obliged to provide placement by the Licensee of the Advertisement conforming to requirements of Section 5 of this Contract after its moderation in the order provided by the Contract. 6.3. Licensee shall: 6.3.1. No later than within 3 days from the date of Licensee's registration on the Site, place on the home page of Licensee's Internet Site an interactive hyperlink to the Site in the form of "MYARREDOFAMILY PARTNER" on a colored background, in accordance with Licensor's requirements established on the Site, and ensure that this link is permanently posted on Internet Site. 6.3.2. Pay Licensor license fees within the terms and in the manner provided for in this Contract. 6.3.3. Independently post advertising materials on the Internet resource that meet the requirements of Section 5 and this Contract as a whole. 6.3.4. Independently monitor all changes to this Contract. 6.3.5. If third persons, including Buyers, make claims against Licensor regarding the Advertising Information, produce documents, as well as other evidence confirming the legality of the placement of such materials, taking into account the provisions of Section 5 of this Contract. 6.3.6. Independently be liable for any claims of the persons specified in Clause 6.3.5 of the Contract regarding the content of the Advertising Information. 6.3.7. After the Goods, the Advertising Information about which is presented on the Site, becomes unavailable from the Factory, immediately remove the card of this Goods. 6.3.8. In cases when the Advertising Information will contain data that does not correspond to the valid information, immediately remove the Product card or inform Licensor about it. 6.3.9. On the day of 100% payment of the Goods by the Buyer, enter (fill in) in the report form in personal account on the Site the data on the Purchase, including the price of the sold Goods according to the current invoice at the time of Purchase. 6.3.10. Upon Licensor's request, provide information (data) about the Purchases including the price of the sold Goods according to the current invoice at the time of Purchase.
7. Liability of the Parties 7.1 Licensee agrees that he is using Licensor's Software Product at risk. The software product is provided "as is." At the same time, Licensor does not guarantee that: · The Software Product and Internet Resource will meet Licensee's objectives, expectations and requirements; · the provision of the Software will not be interrupted or subject to errors or failures; · No information can be deleted, failed or saved. During the term of the Contract Licensor shall make every effort to eliminate any failures and errors, if any, as soon as possible. At the same time, Licensor does not guarantee the absence of errors and failures in the placement of Advertising Information, including in relation to the operation of the Internet resource. 7.2. The Parties shall be liable for non-performance or improper performance of the terms of this Contract in the manner provided for by this Contract and the effective legislation of the Russian Federation. 7.3. The Licensor shall not be liable to third persons for the content of the Advertising Information, as well as for property, moral or any other damage caused as a result of the use of the specified information by third persons. 7.4. Licensor shall not be liable for interruptions in Internet access to the Internet if caused by objective circumstances related to: 7.4.1. power outages lasting more than 2 (two) hours; 7.4.2. global interruptions in the Russian and international Internet segments; 7.4.3. Routing system failures 7.4.4. Failures in the distributed domain name system 7.4.5. failures caused by attempts and/or unauthorized administration by third persons of Internet resources or distributed attacks aimed at interrupting the health of the Internet resource (DoS-attack). 7.5. For the provision of false information, including licensing and certification, Licensee shall be liable under the relevant applicable law. 7.6. Licensor shall under no circumstances be liable: · for unauthorized use by third persons of information or data posted on the Internet by Licensee, even if it was not the Licensee's fault; · for any actions/omissions that are the direct or indirect result of the actions/omissions of Licensee and/or third persons, as well as for any actions related to the materials of Licensee posted on the Internet; · for the use/non-use by Licensee and/or third persons of any means and/or means of transmitting/receiving information; · for losses of Licensee arising from suspension or termination of placement (display) of Advertising Information for any reason; · for any loss to Licensee and/or third persons, whether or not Licensor may have foreseen such loss. Licensor shall not indemnify Licensee and/or third persons for damages caused by events, circumstances (acts, omissions) specified in this Clause of the Contract, as well as by visiting the Internet resource due to malware or other factors. 7.7. Licensor shall not incur any risk of loss to Licensee or third persons, including users of the Site, related to the placement of the Advertising Information. 7.8. In case of delay in payment of the license fee provided for in Section 4 of this Contract, Licensee shall pay to Licensor a penalty in the amount of 0.1% of the amount of arrears for each day of delay. 7.9. In case of repeated delay in payment of any type of license fee provided for in Section 4 of this Contract, the Licensor shall have the right to terminate the Contract unilaterally and stop providing the Software Product to the Licensee. 8. Force majeure 8.1. Any of the Parties is exempted from liability for non-execution or inadequate execution of the duties really to the Contract in case of action of force majeure circumstances ("force majeure"). 8.2. Force majeure circumstances for the purposes of this Contract shall mean circumstances of an extraordinary, inevitable and unforeseen nature that exclude or objectively impede the execution of this Contract, the occurrence of which the Parties could not foresee and prevent by reasonable measures. 8.3. A party invoking force majeure shall notify the other party of the occurrence of such circumstances by e-mail, mail or courier within five (5) calendar days in writing. 8.4. If the Party referring to the action of force majeure circumstances has not notified the other party of the occurrence of such circumstances in the manner provided for in clause 8.3 of this Contract, such Party shall lose the right to invoke the action of the above circumstances in case of failure to perform obligations under this Contract. 8.5. If due to force majeure circumstances, the default under this Contract lasts more than 5 (five) months, either Party shall have the right to terminate this Contract unilaterally by notifying the other Party in writing not less than 14 (fourteen) calendar days prior to such termination. 9. Term of the Contract and procedure for its termination 9.1. This Contract shall enter into force from the moment of acceptance by Licensee of the offer, including payment by Licensee of the license fee in the manner provided for in the Contract, and shall be valid for the term of the license, except for cases of its early termination. 9.2. Before the expiry of this Contract, this Contract may be terminated by mutual Contract of the Parties, executed in writing or by exchange of electronic documents by e-mail. 9.3. The Parties have the right to terminate this Contract unilaterally, in case one of the Parties fails to comply with the terms of this Contract and in other cases provided by this Contract and the effective legislation of the Russian Federation. 9.4. In case of early termination of the Contract on any grounds provided by the Contract, including Clause 7.9 of the Contract, and (or) the legislation of the Russian Federation, the Licensor shall not make a refund or recalculation of the license fee paid by the Licensee.
10. Dispute Resolution Procedure 10.1. The Parties' relations on dispute resolution under this Contract are regulated by the norms of the current legislation of the Russian Federation and international law, while territorial jurisdiction is determined by jurisdiction at the Licensor's location. 10.2. The Parties to this Treaty shall take all measures for the peaceful settlement of any disputes or disagreements that may in connection with this Contract.
11. Special conditions 11.1. Licensee shall not assign or otherwise transfer rights hereunder to a third person without Licensor's prior written consent. 11.2. Licensee agrees that Licensor may send to Licensee any requests, notices, including notices of amendments to the terms of the Contract and requirements for advertisements or posted advertisements, notices, statements, by e-mail and/or by posting information on the website, fax, mail, personally (representative), SMS. 11.3. Changes (additions) to this Contract shall be made unilaterally by Licensor. Notification of amendments (additions) to this Contract shall be made by publication on the Website of a new (current) version of this Contract with indication of the date of publication. All changes (additions) made by Licensor to this Contract shall come into force and become mandatory for Licensee from the moment of their publication on the Site. 11.4. The Licensee that provided the Advertising Materials for the placement of the Advertising Information warrants to Licensor that the specified text and content of the advertisement, Advertisement or related material is not the intellectual property of third persons. 11.5. Licensee shall, on his own and at his own expense, settle the claims of third persons in connection with the placement of Advertising Information on the Site. 11.6. The Contract is a complete agreement between Licensee and Licensor. 11.7. If any of the conditions of the Offer (the Contract) is declared invalid or illegal, or cannot enter into force in accordance with the current legislation of the Russian Federation, such condition is removed from the Offer and replaced by a new provision that meets the original intentions contained in the Offer as much as possible, while the remaining provisions of the Offer (the Contract) do not change and remain in force. 12. Licensor Contacts and Final Provisions 12.1.Contacts of Licensor: ph.: + 39 (0422) 150-02-15 e-mail: info@myarredo.com 12.2. The Contract allows the exchange of documents between the Parties by electronic mail, as well as the conclusion of the Contract in an interactive way by electronic acceptance by the Licensee of the text of the Offer on the Site. At the same time, the documents transmitted in this order, as well as those adopted on the Site by acceptance of the Offer, shall have full legal force, provided that there is a confirmation of delivery of the message including them to the recipient or provided that electronic confirmation of acceptance (consent) with the text of the Offer. When the Parties use e-mail, the electronic document sent by the Parties shall be deemed to be signed by a simple electronic signature of the sender created using e-mail address. If an e-mail document is used to send an e-mail document, the recipient of the e-mail document determines the person who signed the e-mail document at the e-mail address uses. Electronic documents signed by a simple electronic signature, including the conclusion of the Contract in an interactive manner by electronic acceptance by the Licensee of the text of the Offer on the Site, are recognized as equivalent documents on paper, signed by hand. 12.3. The Parties undertake to keep the terms of this Offer confidential and not to disclose them without the agreement of the other Party. 12.4. This Contract (Offer) is made in Russian. In case of translation of this Contract (Offer) into other languages, the Russian interpretation of the Contract (Offer) is paramount. 12.5. Current version of this Contract (Offer): from "01" 03. 2021, published on the Site. |
