PUBLIC LICENSE AGREEMENT
Limited Liability Company “Eda Online” PUBLIC LICENSE AGREEMENT 01.12.2022 № 1 (as amended on 08.02.2023) Minsk
APPROVED By Order of the Director LLC “Eda Online” № 2 dated 01.12.2022
This agreement, in accordance with Article 396 of the Civil Code of the Republic of Belarus, is a public agreement (hereinafter referred to as the “Agreement”) and defines the procedure for granting permission to use the software “platto.ai”, as well as the mutual rights, obligations, and procedures for interactions between the Limited Liability Company “Eda Online”, hereinafter referred to as the “Licensor”, on one side, and the “Licensee”, who is a trading entity (a legal entity and/or an individual entrepreneur) who has accepted (accepted) this public offer to conclude the Agreement, on the other side, and when jointly mentioned, referred to as the “Parties”.
1. TERMS AND THEIR DEFINITIONS
1.1. “Software “platto.ai”” or “Program” is an objectively presented system of computer programs “platto.ai”, which is the result of the intellectual activity of the Licensor, located and functioning on the Internet server of the Licensor. The program is intended (purpose of the Program) for trading entities intending to carry out retail trade by samples outside (without) a trading facility in the global computer network Internet through the Site. The program allows the Licensee, using 1 (one) domain name administered by the Licensee, including (but not exclusively): to create and/or place Content, publish the Site on the Internet, and provide access to it to Internet users for them to place orders for the purchase or selection and purchase of Goods outside (without) a trading facility.
1.2. “Site” is an informational resource, which is the main result of the Software “platto.ai”, presented as a unified information structure containing interrelated pages available through the Internet.
1.3. “Content” is any information posted by the Licensee on the Site in the form of text, graphic, and other materials (including, but not limited to, information about the Licensee, the name and description of product items, photos, product characteristics), as well as the design and arrangement of these materials (design).
1.4. “Internet” is a worldwide public global computer network.
1.5. “Licensor’s Internet server” is a complex of software and technical means (software, web servers, communication equipment, etc.), the right to use which is granted to the Licensor by third parties under a hosting agreement, located on the territory of the Republic of Belarus, configured and administered to ensure sufficient performance of the Program during its use.
1.6. “License” is the Licensor’s permission for the Licensee to use the Program in the territory of the Republic of Belarus for its own consumption under the name specified by the Licensor without transferring the Program on a physical medium, without the right to alter or otherwise modify, without the right to distribute; expressed in the credentials provided to the Licensee in the manner and methods determined by the Agreement. The Licenses provided under the Agreement are simple (non-exclusive) licenses.
1.7. “Registration” is the entry of the Licensee’s data into the registration form through the functional capabilities of the Licensor’s Information Resource to activate the License.
1.8. “License Activation” is an electronic message from the Licensor in the form of providing access parameters to the functional capabilities of the Licensor’s Information Resource sent to the Licensee’s email specified during Registration.
1.9. “Licensor’s Information Resource” is a system of computer programs located and functioning on the Licensor’s Internet server, presented as an internet site available on the Internet at https://by.platto.ai, which includes (but is not limited to) information about the terms of granting the License; contains information about the License Fee; serves as an official means of notifying changes and additions to the Agreement by posting relevant information.
1.10. “Reporting period” is the Paid or Trial periods within which the use of the Program is allowed.
1.11. “Paid period” is a time period equal to one calendar month during which the License is provided on a paid basis.
1.12. “Trial period” is a time period during which the License is provided free of charge for the purpose of familiarization and testing of the Program’s functional capabilities by the Licensee.
1.13. “License Fee” is the amount of money for the License paid by the Licensee under the Agreement during the Paid period.
2. CONCLUSION OF THE AGREEMENT. LICENSE ACTIVATION
2.1. The publication (posting) of the text of the Agreement is a public offer (offer) of the Licensor addressed to an indefinite number of persons to conclude the Agreement (clause 2 of Article 407 of the Civil Code of the Republic of Belarus).
2.2. The conclusion of the Agreement is carried out by the Licensee’s accession to the Agreement, that is, by accepting the terms of the Agreement as a whole without any conditions, exceptions, and reservations (Article 398 of the Civil Code of the Republic of Belarus).
2.3. The Agreement, subject to the order of its acceptance, is considered concluded in simple written form (clause 2, clause 3 of Article 404 and clause 3 of Article 408 of the Civil Code of the Republic of Belarus).
2.4. The fact of full and unconditional acceptance (acceptance) by the Licensee of the terms of the Agreement is the fact of Registration and/or payment of the License Fee.
2.5. The Parties confirm that they have all the necessary rights and powers for the proper fulfillment of obligations under the Agreement and that their actions within the framework of the Agreement do not violate the rights of third parties, including third-party rights to intellectual property objects.
2.6. The License activation is carried out by the Licensor within 5 (five) working days from the moment of Registration.
2.7. The fact of the transfer of the License under the Agreement is the fact of a one-time License Activation and/or each fact of payment of the License Fee.
2.8. The beginning of the term of the License under the Agreement is determined:
2.8.1. in the Trial period - from the moment of License Activation;
2.8.2. in the Paid period - after payment of the License Fee and from the moment of receipt of funds to the Licensor’s account.
2.9. After the end of the Trial period, the Licensor sends the Licensee a notification of the end of the Trial period and the need to pay the License Fee.
3. SUBJECT OF THE AGREEMENT. SCOPE OF THE LICENSE
3.1. Under the conditions and in the manner provided for by the Agreement, the Licensor grants the Licensee a License, and the Licensee pays the Licensor a License Fee.
3.2. The License includes the right of the Licensee to use the Program by means associated with its functioning in accordance with the purpose of the Program (clause 1.1 of the Agreement) and during the Reporting period by the following means:
3.2.1. remote access to the Program with reproduction on the Licensor’s Internet server;
3.2.2. visualization of the Program on the remote monitor of the Licensee’s device;
3.2.3. input, editing, deletion, movement, and copying of the Licensee’s data and Content within the limits necessary for the use of the Program by the Licensee;
3.2.4. publication of the Site on the Internet.
3.3. The Licensee may use the Program only within the rights and in the manner provided for by the Agreement. The right to use the Program not expressly indicated in the Agreement is not granted to the Licensee.
3.4. The Licensor guarantees that it has all the necessary rights to grant the License to the Licensee under the Agreement.
3.5. The program is provided to the Licensee in accordance with the generally accepted principle and custom of business practice “as is” (“AS IS”). By concluding this Agreement, the Licensee confirms that he/she is aware of the main functional capabilities of the Program, the right to use which is granted. The Licensee bears the risk of the Program not meeting his/her wishes and needs.
3.6. The Licensor is not obliged to provide the Licensee with services for accessing the Internet, configuring, or diagnosing mobile devices, computers, other software, and equipment, etc.
3.7. The Licensee is prohibited from: – transferring his/her rights and obligations to use the Program to third parties, including (but not limited to) transferring to third parties all or part of the rights and/or obligations under the Agreement; – selling, replicating, copying the Program in whole or in part; – alienating the Program in whole or in part in any other way, including free of charge; – republishing materials posted in the Program, reprinting (publishing) these materials in written and/or electronic form separately and/or as part of collections without prior written permission from the Licensor; – using the Program to create and publish electronic reference and encyclopedic publications, databases similar to the Program without prior written permission from the Licensor, not including the Program in any databases, not distributing the Program in ways not provided for by the Agreement, not making the materials and documents contained in the Program, as well as copyrighted works contained in the Program, public; – transferring to third parties the passwords and logins used to access the Program and is
obliged to ensure their confidentiality, as well as performing syntactic analysis (parsing) and/or lexical analysis of the Program; – performing actions aimed at eliminating the restrictions on the use of the License established by means of protection of exclusive rights.
4. LICENSE FEE. PAYMENT PROCEDURE
4.1. The amount of the License Fee under the Agreement is determined according to the established tariff in Euro.
4.2. The License Fee is paid by the Licensee in a lump sum in the form of 100% prepayment.
4.3. The payment date is the date of crediting funds to the Licensor’s account.
4.4. In case of prepayment for a period equal to one calendar year, the amount of the License Fee is reduced by 15% of the established tariff.
4.5. In case of early termination of the License and/or Agreement, the License Fee is not subject to recalculation and return, except for cases expressly provided for by the Agreement.
4.6. The Parties agree on the unilateral format for the execution of the Service Act for the provision of the License for the Reporting period in accordance with paragraph 7 of clause 1 of the Resolution of the Ministry of Finance of the Republic of Belarus dated 12.02.2018 No. 13 “On the unilateral execution of primary accounting documents”. At the end of each Reporting period, but no later than 10 (ten) working days of the month following the Reporting period, the Parties draw up and sign the Service Act in the following order:
4.6.1. The Licensor sends the Licensee the Service Act for the Reporting period in electronic form to the Licensee’s email specified during Registration no later than 6 (six) working days from the end of the Reporting period for subsequent unilateral signing;
4.6.2. The Licensee checks the Service Act and signs it unilaterally (in the absence of motivated written objections) or provides a written motivated refusal to agree (sign) it no later than 3 (three) working days from the moment of receiving the electronic form of the Act from the Licensor. The Service Act for the Reporting period is signed by each party unilaterally;
4.6.3. In case the Licensee does not provide the Licensor with a written motivated refusal to sign it within the period specified in clause 4.6.2 of this Agreement, the License is considered to be provided properly and on time, the Act signed by the Parties, and the License is subject to payment in accordance with the terms of the Agreement;
4.7. Not included in the License Fee and reimbursed by the Licensee separately are the expenses incurred by the Licensor in connection with the registration of the Licensee’s Site in RUE “BelGIE” (at actual cost). Payment (reimbursement) of these expenses is made by the Licensee once and simultaneously with the payment of the License Fee.
5. RIGHTS AND OBLIGATIONS OF THE PARTIES
5.1. The Licensor undertakes:
5.1.1. to transfer the License to the Licensee;
5.1.2. during the term of the License, ensure the proper functioning of the Program within its functional capabilities;
5.1.3. to provide the Licensee with the necessary space on the Licensor’s Internet server for using such space within the limits necessary for using the Program;
5.1.4. during the term of the License, ensure the operability of the Internet server and access to it within the functional capabilities of the Program, including (but not limited to) ensuring the publication of the Site on the Internet, correcting errors in the Program, and providing access to new versions of the Program within the acquired License by the Licensee;
5.1.5. during the term of the License, ensure round-the-clock access to the Program and the Licensor’s Internet server, except for the time required for technological breaks (clause 5.2.3 of the Agreement);
5.1.6. to provide the Licensee with the electronic form of the Service Act for the Reporting period within the deadlines established by clause 4.5 of this Agreement;
5.1.7. to ensure the integrity and safety of the Licensee’s Content and other data related to the use of the Program, including the personal data of third parties, if available, on the Licensor’s Internet server without ensuring the possibility of publishing the Site on the Internet within 3 (three) months from the end of the Reporting period;
5.1.8. automatically terminate the License, the publication of the Site on the Internet, and delete the Content and other data related to the use of the Program by the Licensee, including the personal data of third parties, if available, on the Licensor’s Internet server without the possibility of restoration in case of termination of the Agreement regardless of the grounds for its termination;
5.1.9. during the term of the License, provide basic technical support to the Licensee regarding the use of the Program. Basic technical support means receiving and resolving technical requests (email: [email protected]) by the Licensor’s specialists. Basic technical support is provided during the Reporting period on working days from 9:00 to 18:00 hours (GMT+3);
5.1.10. to ensure the protection of exclusive rights by technical and/or software means limiting unauthorized access to the Program;
5.1.11. upon request (demand) of competent state authorities and organizations of the Republic of Belarus, provide information about the Licensee received during the conclusion and execution of the Agreement;
5.1.12. in case of changing its legal or banking details, contact details, notify the Licensee about their changes via email and reflect them in the Agreement no later than 7 (seven) calendar days from the date of the change;
5.1.13. to fulfill other obligations provided for by the Agreement and/or applicable law of the Republic of Belarus.
5.2. The Licensor has the right:
5.2.1. to make any modifications to the Program, provided that the content and structure of the Content are preserved;
5.2.2. automatically update the version of the Program since the Licensee unconditionally agrees to such an update provided that the terms and conditions of the Agreement will apply to these updates;
5.2.3. to conduct technological breaks in the provision of access to the use of the Program during the Reporting period for preventive maintenance, which is recognized by the Parties as providing access to the Program in normal mode and is not a reason for recalculating the License Fee paid during the Paid period. Technological breaks can be conducted, including (but not limited to) updating the Program. Technological breaks are conducted at night (from 00:00 to 06:00 hours). The Licensor informs about planned technological breaks on the Licensor’s Information Resource and/or by email to the Licensee no later than 48 hours before the start of their implementation;
5.2.4. to demand from the Licensee to delete Content or parts of it if it violates the requirements of the legislation of the Republic of Belarus and/or the terms of the Agreement, as well as in case of a request from third parties confirming that the posted information violates their rights and legal interests;
5.2.5. to request from the Licensee any additional information and documents if there are grounds to believe that the Licensee is violating the norms of the applicable law of the Republic of Belarus or if the Licensor receives a corresponding request (instruction) from the competent state authorities of the Republic of Belarus;
5.2.6. unilaterally suspend or terminate the License, notifying the Licensee, blocking the Licensee’s access to the Program, and suspending the publication of the Site on the Internet, including (but not limited to): in case of non-payment of the License Fee, disputes between the Parties regarding mutual settlements, violation by the Licensee of the terms of the Agreement and/or requirements of the applicable law of the Republic of Belarus, refusal of the Licensee to provide information and documents or in case of his silence on the Licensor’s request for the necessity of their provision. The suspension period or the moment of termination of the License is determined by the Licensor independently and indicated in the notification. Termination of the License on the grounds specified cannot be a reason for recalculating and refunding the License Fee. After the Licensee eliminates the circumstances that were the basis for the suspension of the License and/or provides a motivated (justified) objection recognized as undisputable by the Licensor, the License is resumed;
5.2.7. unilaterally terminate the License and/or refuse to perform the Agreement without refunding the License Fee paid and without compensating for any losses incurred by the Licensee in case of:
5.2.7.1. violation by the Licensee of clause 5.3 of the Agreement;
5.2.7.2. abuse by the Licensee of the rights obtained under the Agreement, including in connection with justified complaints, claims, and appeals from other Licensees;
5.2.7.3. causing damage by the Licensee to the property interests and business reputation of the Licensor and/or other Licensees;
5.2.8. regardless of other grounds provided for by the Agreement, at any time unilaterally refuse to perform the Agreement, notifying the Licensee. In case of unilateral refusal declared by the Licensor in the absence of violations by the Licensee of the terms of the Agreement and/or requirements of the legislation of the Republic of Belarus, the Licensor is obliged to recalculate the License Fee proportionally to the period of actual use of the Program by the Licensee and refund the money based on the amount of the License Fee actually credited to the Licensor’s account;
5.2.9. unilaterally make changes to the Agreement, notifying the Licensee about it. The notification is made by posting relevant information on the Licensor’s Information Resource and/or by sending a notification to the Licensee by email. The new version of the Agreement comes into force after 7 (seven) calendar days from the date of its publication on the Licensor’s Information Resource;
5.2.10. to exercise other rights provided for by the Agreement and/or applicable law of the Republic of Belarus.
5.3. The Licensee undertakes:
5.3.1. before accepting the Agreement and during the term of the Agreement, to study the Agreement posted on the Licensor’s Information Resource as well as other information about the functional capabilities of the Program and the terms of granting the License;
5.3.2. to provide complete and accurate data during Registration and during the term of the Agreement;
5.3.3. to ensure the technical possibility of using the Program, including (but not limited to) access to the Internet, the presence on the Licensee’s computer from which access to the Program is made of software for viewing internet sites, etc.;
5.3.4. to pay the License Fee before starting to use the Program for each Paid period and to reimburse the Licensor’s expenses specified in clause 4.6 of the Agreement in case of registration of the Site in RUE “BelGIE”;
5.3.5. to agree on the electronic form of the Service Act for the Reporting period or provide a written motivated refusal to agree (sign) it within the deadlines established by clause 4.5 of this Agreement;
5.3.6. to comply with and fulfill the requirements of the legislation of the Republic of Belarus established in relation to online stores of trading entities engaged in retail trade by samples outside (without) a trading facility in the global computer network Internet;
5.3.7. to use the Program in accordance with the Agreement and applicable law of the Republic of Belarus;
5.3.8. to provide information, documents, and other data promptly and in full upon request from the Licensor sent to the Licensee, including (but not limited to) in case there are grounds to believe that the Licensee is violating the norms of the applicable law of the Republic of Belarus or in case of receiving a corresponding request from the competent state authorities of the Republic of Belarus;
5.3.9. to ensure and be responsible for the safety of the access parameters received from the Licensor to protect against unauthorized access by third parties;
5.3.10. to prevent unauthorized use of the Program and immediately inform the Licensor of all suspicions and facts of such use by any available operational methods and means;
5.3.11. to immediately notify the Licensor of any malfunctions in access and/or operation of the Program;
5.3.12. to provide access to the use of the Program only to persons with whom the Licensee has contractual relations (employment, civil-law written contracts, agreements) exclusively under the terms of the Agreement. In this case, for each fact of providing access to the use of the Program under the terms of the concluded civil-law contract, the Licensee is obliged to provide the Licensor with comprehensive information in the shortest possible time;
5.3.13. not to attempt to bypass the technical restrictions established in the Program, and not to attempt to access the source code of the Program, not to edit and/or study the source code of the Program, to uncover the technology of the Program’s operation, not to change settings;
5.3.14. to prevent the use of the Program to cause any damage to third parties, including other Licensees;
5.3.15. not to place files infected with viruses and other malicious programs, not to distribute malicious programs and/or counterfeit products using the Program, not to use the Program for other actions on the Internet for which the Program is not explicitly intended, and in case of committing such actions (inactions resulting in such circumstances) - to compensate for the damage (harm) caused to the Licensor;
5.3.16. not to copy and not decompile the Program or its individual elements and not to store the Program on a physical medium for transfer to third parties;
5.3.17. not to enter into civil-law relations with third parties related to the transfer of rights to use the Program without prior written consent from the Licensor, including (but not limited to) not to conclude license (sublicense) agreements, not to provide the Program for hire, rent, or temporary use;
5.3.18. not to use the capabilities of the Program to commit illegal actions, including but not limited to spam mailings, threats, and insults, illegal advertising, calls for violent actions, organizing riots, inciting interethnic and/or interethnic hostility, not to post any other information violating the legislation of the Republic of Belarus;
5.3.19. to collect, process, distribute, provide personal data of third parties exclusively in accordance with the requirements of the applicable law of the Republic of Belarus and to be fully responsible for non-compliance with these requirements before the Licensor and/or third parties;
5.3.20. to accept and promptly consider any claims, letters, statements, notifications, and other communications from the Licensor and third parties on issues related to the economic activity of the Licensee, including (but not limited to) in connection with the use of the Program;
5.3.21. in case of changing its legal or banking details, contact details, to notify the Licensor of their changes no later than 3 (three) calendar days from the date of the change;
5.3.22. to take the necessary and sufficient measures to monitor changes made by the Licensor to the Agreement;
5.3.23. to fulfill other obligations provided for by the Agreement and/or applicable law of the Republic of Belarus.
5.4. The Licensee has the right:
5.4.1. to use the Program under the terms provided for by the Agreement regarding 1 (one) domain name administered by the Licensee specified during Registration without the right to subsequently change it during the term of the Agreement;
5.4.2. subject to compliance with the terms of the Agreement, to receive from the Licensor basic technical support (clause 5.1.8 of the Agreement);
5.4.3. to repeatedly renew (extend) the term of the License during the Paid period by paying the License Fee during the term of the Agreement;
5.4.4. to unilaterally early suspend the use of the Program (actually not use the Program). At the same time, the Licensee acknowledges and agrees that the License does not terminate and does not suspend, and the License Fee is not subject to recalculation and/or return in such a case;
5.4.5. to unilaterally refuse to perform the Agreement by notifying the Licensor 10 (ten) calendar days in advance;
5.4.6. to exercise other rights provided for by the Agreement and/or applicable law of the Republic of Belarus.
6. LIABILITY OF THE PARTIES. DISPUTE RESOLUTION
6.1. The Licensee acknowledges and agrees that the liability of the Licensor is limited to the subject of the Agreement itself. The liability of the Licensor for the guilty non-performance of obligations under the Agreement cannot exceed the License Fee for the specific Reporting period.
6.2. The Licensee uses the Program at its own risk and confirms that he/she is aware of the main functional properties of the Program, the right to use which is granted. The Licensee acknowledges fully and bears the risk resulting from the Program not meeting his/her wishes and needs, while the Licensor is not liable to the Licensee and third parties for any losses arising from improper use or inability to use the Program if such losses did not arise through the fault of the Licensor.
6.3. The Licensor is responsible for ensuring the functionality of the Program in terms of preserving the Content only if the loss or distortion of these data objectively occurred through his fault and during the term of the Agreement. In this case, the License is extended for the period required to restore the Content. This period is determined from the moment of notification by the Licensee to the Licensor until the moment of its elimination.
6.4. In case of violation of the availability of the Program for the Licensee through the fault or in connection with preventable malfunctions in the Licensor’s equipment, the License is extended for the period during which the Program was unavailable. The period of unavailability of the Program is determined by the Parties from the moment of notification of the Licensor about it until the moment of restoring the functionality of the Program.
6.5. The Licensor is not under any circumstances responsible for the completeness and accuracy of the Content posted by the Licensee on the Site and for its compliance with the norms of the legislation of the Republic of Belarus. The Licensee bears full responsibility for violations of the legislation of the Republic of Belarus in relation to the Content posted by the Licensee on the Site and published on the Internet, as well as for violations of activities in the field of trade and/or public catering.
6.6. The Licensor is not responsible for the actions of the Licensee in the Program and does not guarantee the correction of the results of the Licensee’s actions.
6.7. The Licensee is responsible to the Licensor for actions committed by third parties using his/her registration data, as well as for damage caused by third parties, including damage caused to the Program and/or the Licensor.
6.8. The Licensee is responsible for the conduct of its business operations within the framework of economic activities using the Program, independently decides on the necessity of obtaining all necessary certificates, licenses, and permits for their conduct using the Program.
6.9. The Licensee guarantees that the Content does not violate any third-party rights, including intellectual property rights. In case of violation of these guarantees, including (but not limited to) as a result of posting Content and publishing the Site, the Licensee undertakes within 10 (ten) calendar days from the moment of establishing such violations to pay the Licensor a fine equal to ten times the amount of the License Fee specified in clause 4.1 of the Agreement, as well as to compensate all losses incurred by the Licensor in full due to such a violation within the same period.
6.10. The Licensee collects, processes, distributes, and provides personal data of third parties in connection with the use of the Program under the conditions of compliance with the norms of the applicable law of the Republic of Belarus. In case of violation of the provisions of this clause, the Licensee is obliged within 10 (ten) calendar days from the moment of detecting such violations to pay the Licensor a fine equal to ten times the amount of the License Fee specified in clause 4.1 of the Agreement, as well as to compensate all losses incurred by the Licensor in full directly and/or indirectly related to such a violation within the same period.
6.11. The Licensee unconditionally agrees that the Licensor may review, use, store, and/or disclose information about the Licensee’s data if it is provided for by the legislation of the Republic of Belarus or if the Licensor in good faith believes that such review, use, disclosure, or storage is reasonably necessary for: (a) compliance with a court order or request from competent state authorities and organizations of the Republic of Belarus; (b) ensuring the execution of the terms of the agreement, including the consideration of any possible violation of them; (c) detecting, preventing, or otherwise responding to security threats or technical problems; as well as (d) protecting the rights and legitimate interests of the Licensor as required or provided for by the legislation of the Republic of Belarus.
6.12. The Parties are released from liability for partial or complete non-performance of obligations under the Agreement if this non-performance resulted from force majeure circumstances that arose after the conclusion of the Agreement as a result of extraordinary events that the Parties could not foresee or prevent, as well as: – power supply interruptions; – global interruptions in the operation of the Belarusian, Russian, and international segments of the Internet; – routing system failures; – distributed domain name system failures; – failures caused by hacker and DOS attacks, as well as other unlawful actions of third parties.
6.13. In case of claims by third parties against the Licensor related to the activities of the Licensee, the Licensee undertakes to independently and at its own expense resolve such claims with third parties, protecting the Licensor from possible losses and disputes and/or acting on the side of the Licensor in such disputes, as well as compensating for losses to the Licensor (including legal costs) caused to him in connection with claims and lawsuits arising from the Licensee’s activities.
6.14. The pre-trial procedure for resolving disputes arising from the Agreement is mandatory. The term for consideration of the claim is 10 (ten) working days from the date of its receipt.
6.15. All disputes, if the Parties cannot reach an agreement on the arisen disagreements, are subject to resolution in the economic court at the location of the Licensor.
7. CONFIDENTIALITY
7.1. The Parties agree to keep confidential and acknowledge as confidential all information received by one Party from the other Party during the conclusion and performance (hereinafter referred to as “Confidential Information”) and not to disclose, divulge, publicize, or otherwise provide such information to any third party without the prior written consent of the transmitting Party.
7.2. Each Party undertakes to take all necessary measures to protect Confidential Information at least by applying the same measures that the Party applies to protect its own Confidential Information. Access to Confidential Information under the terms of the Agreement is provided only to those employees of each Party who reasonably need it to fulfill their official duties under the performance of the Agreement. Each Party undertakes to familiarize its employees with the obligations to ensure the preservation of Confidential Information provided for by the Agreement in relation to the Parties.
7.3. The obligation to maintain the confidentiality of Confidential Information is valid within the term of the Agreement and for five years after its termination unless otherwise agreed separately by the Parties.
8. FINAL PROVISIONS
8.1. The Parties unconditionally acknowledge the fact of concluding the Agreement at the location of the Licensor.
8.2. The Agreement is concluded for an indefinite period and comes into force from the moment of its acceptance by the Licensee.
8.3. If after the end of the Reporting period the Licensee has not paid the License Fee, the Agreement continues to operate for 3 (three) months while maintaining the Licensee’s Content and all data related to the use of the Program by the Licensee with the restriction of the possibility of publishing the Site on the Internet.
8.4. The Agreement automatically terminates on the last day of the three-month period established by clause 8.3 of the Agreement. The termination of the Agreement entails the deletion of the Licensee’s Content and all data related to the use of the Program by the Licensee without the possibility of their restoration.
8.5. The term of the License is limited to the Reporting period.
8.6. The term of the License terminates simultaneously with the termination of the Agreement regardless of the grounds for such termination.
8.7. Unilateral refusal to perform the Agreement or unilateral changes to its terms are allowed in cases expressly provided for by the Agreement and applicable law of the Republic of Belarus.
8.8. The termination of the Agreement on any grounds does not release the Parties from liability for violations of the terms of the Agreement and the need to fully fulfill all accepted obligations.
8.9. If any of the terms of the Agreement loses legal force, is recognized as invalid, and/or is excluded from the Agreement, this does not entail the invalidity of the remaining terms of the Agreement, which retain legal force and are binding on all Parties.
8.10. Any notifications under the Agreement may be sent by one Party to the other Party to the Licensee’s email address specified during registration or additionally communicated to the Licensor in writing. All correspondence using email is legally binding on the Parties, and the representatives of the Parties directly participating in the correspondence have all the necessary authority for this. The fact of delivery of the corresponding emails from the Parties is confirmed by the delivery notification generated by the mail server, and in the absence of such a notification, it is considered that the emails are received by the Party if there is no notification from the mail server about the non-delivery of emails. If either Party changes its email address, it is obliged within 3 (three) working days from the date of entry into force of the changes to notify the other Party in writing; otherwise, emails sent to the email address specified during registration are considered sent to the valid (current) email address of the Party.
8.11. The Licensor assumes no obligations regarding the subject of the Agreement except those specified in the Agreement unless such obligations are fixed in writing and signed by the Licensor and the Licensee.
9. DETAILS OF THE PARTIES
9.1. The Parties unconditionally agree to consider the information provided by the Licensee during Registration as the details of the Licensee under the Agreement.
9.2. Details of the Licensor: Limited Liability Company “Eda Online” UNP 193531950 220005, Minsk, Krasnaya St. 13 – 22 Phone: +375 29 10 555 99 Email: [email protected]