Moscow                                                                                                                     Revision: January 22, 2016

 

 

 

     LLC "myXinet", hereinafter referred to as "Licensor" represented by General Director Long Taras Igorevich acting on the basis of the Charter, on the one hand, and any natural or legal person on the territory of the Russian Federation that has the right to use the Computer Program "myXinet In its interest in accordance with the requirements of the current legislation of the Russian Federation and this Treaty, hereinafter referred to as "Licensee", on the other hand, together referred to as the "Parties", have concluded this Agreement as follows:

 

        1. THE SUBJECT OF THE AGREEMENT

 

1.1 The Licensor shall provide the Licensee with the right to use the Computer Program "myXinet" (hereinafter referred to as the Program) consisting of server software and software for mobile devices under the conditions of a simple non-exclusive license, and also, subject to the will of the Licensee, additional paid services related to Specified by the Program, within the limits provided by this Treaty. A simple non-exclusive license means a non-exclusive right of the Licensee to use a copy of the Program on the territory of the Russian Federation for its own consumption under the name indicated by the Licensor without the right to alter or otherwise process the Program and without the right to distribute it.

1.2 The Licensee undertakes to accept and pay for the right to use the Program and additional services of the Licensor on the terms of this Agreement.
1.3 The licensor guarantees that he is the legal owner of the Program and that he owns all the exclusive rights, including proprietary rights, to the program.
1.4 The licensee has the right to exercise the right to use the Program throughout the territory of the Russian Federation. The use of the Program outside the territory of the Russian Federation shall be agreed by the Parties by concluding a separate Agreement.
1.5 The acceptance of this offer by the Parties recognizes the payment by the Licensee of the cost of the right to use a simple non-exclusive license of the Program (hereinafter referred to as the "License Fees") and / or payment by the Licensee of services under this Agreement.

 

 

 2. PROCEDURE OF PROVIDING THE RIGHT TO USE THE PROGRAM AND PROVIDING ADDITIONAL SERVICES

 

 2.1  The licensee using the function "Try for free" on the Internet site www.myxinet.ru passes to the electronic registration form and fills it. As a result of registration on the Internet site, a personal office of the Licensee is created. The licensor sends to the Licensee one login and password to the Licensee within 3 (three) business days for access through the private office to the server part of the Program instance and to access the software for mobile devices. Such transfer is considered by the Parties to be the beginning of a period of free testing of the Program, which may be a maximum of 14 (fourteen) calendar days. In case the Licensee wishes to include several users in the process of free testing of the Program, the Licensee must fill in the data of the specified users in the special form "Application for free testing" and send it to the e-mail address of the technical support service of the Licensor at support@myxinet.ru. The link for downloading the form is available in the licensee's personal area. The licensor sends to the Licensee via e-mail logins and passwords for the specified users for free testing of the Program, and the free testing period for these users is also considered from the moment when the Licensor sends the first letter to the Licensee with a login and password for access through personal Cabinet to the server part of the Program instance.

2.2 Based on the results of free testing of the Program, the Licensee decides to purchase simple non-exclusive licenses of the Program and / or additional services of the Licensor or to refuse the right to use the Program.

2.3 A waiver of the right to use the Program is the lack of payment by the Licensee of the initial Licensing fee after the period of free use of the Program or violation of the payment period provided for in § 4.7. actual agreement. If Licensee refuses from the right to use the Program based on the results of free testing, the Licensor blocks the actual access of the Licensee to use the functionality of the Program except for the "Reports" section and links for downloading the "Purchase Order for Licenses" (hereinafter referred to as the Order) in the personal account.

2.4 In order to purchase simple non-exclusive licenses of the Program, the Licensee sends the completed Order to the Licensor to the e-mail address support@myxinet.ru, indicating the type and number of simple non-exclusive licenses of the Program and the accounting period for their acquisition, as well as license user data. The electronic form of the Order Licensee can download by using the "Buy" function on the Internet site www.myxinet.ru or by clicking on the link in your account. The accounting period is understood as the paid period of use of the Program.

2.5 From the moment the Licensee sends the Order to the e-mail address of the Licensor to support@myxinet.ru in accordance with clause 2.4. Of this Agreement, the terms of Licensee's acquisition of simple non-exclusive licenses of the Program shall be deemed to be agreed.

2.6 Upon receipt of the Order from the Licensee, the Licensor shall, within 3 (three) business days, send to the Licensee by e-mail the invoice drawn up on the basis of the Order for payment or refusal to execute the Order or amend the Order. In accordance with the Licensee specified in the Order, the Licensor shall indicate in the invoice for payment the value of the Licensor's Licensing Fees, payable by the Licensee on the terms specified in this Agreement, calculated on the basis of the current price list at the time of receipt of the Price List.

2.7 ПUpon payment of the License fee, the Licensor grants the Licensee access to the Program on an ongoing basis for the period of validity of the paid accounting period. The beginning of the next accounting period is calculated from the date of receipt of payment to the settlement account of the Licensor from the Licensee under the terms of this Agreement, but not earlier than the end of the previous paid period.

2.8 The fact of granting the Licensee the right to use the Program is confirmed and formalized by signing the Universal Transfer Document (hereinafter - UTD). The rights to use the Program are deemed to be granted to the Licensee, and the Licensor's obligation to transfer the rights executed at the time of signing the UTD by the Parties.

2.9 The UTD is sent by the Licensor by postal or courier service to the address of the Licensee specified in the Order.

2.10  If within five (5) business days from the receipt of UTD the Licensee does not sign the UTD or does not provide a reasoned refusal to sign it, the right to use the Program is considered to be transferred without claims, and a unilateral UPD is a confirmation of the transfer. In addition, the Licensor reserves the right in this case to suspend the Licensee's access to the Program until the moment of signing the UTD.

2.11 If within five (5) business days from the receipt of UTD the Licensee does not sign the UTD or does not provide a reasoned refusal to sign it, the right to use the Program is considered to be transferred without claims, and a unilateral UPD is a confirmation of the transfer. In addition, the Licensor reserves the right in this case to suspend the Licensee's access to the Program until the moment of signing the UTD.

2.12 In case of receiving an original reasoned refusal to sign an UTD from a Licensee who has the right to use the Program, the Licensor has the right to eliminate the deficiencies indicated in such refusal within 5 (five) business days, and to require the Licensee to sign an UTD.

2.13 In case of errors in the further work of the Program, the Licensee sends to the technical support of Licensor to the email address: support@myxinet.ru application for the elimination of errors. The application is registered in the Licensor's accounting system, and the Licensor sends a response to the Licensee about the acceptance of his application, after which work begins to address the indicated shortcomings. The term and procedure for elimination shall be determined by the Licensor independently, depending on the technical capability.

2.14 The provisions of paragraph 2.13. This Agreement does not apply in the event that Licensee does not comply with the Program operation rules recommended by the Licensor.

2.15  The types of additional paid services, their scope and conditions for their provision shall be agreed by the Parties by signing separate Annexes to this Treaty.

2.16 On the basis of the signed Application for the provision of services, the Licensor shall invoice the Licensee for payment. In the invoice for payment, the Licensor shall indicate the total cost of the services ordered by the Licensee in accordance with the Annex signed by the Parties and the Licensor's price list for the provision of services.

2.17 Within 3 (three) business days from the end of the services, the Licensor compiles and sends to the Licensee the UTD. The UTD is sent by the Licensor by postal or courier service to the address of the Licensee specified in the Annex.

2.18 The Licensee shall, within 5 (five) business days from the receipt of the UTD, send a signed UTD to the Licensor. In the event that the Licensee is a legal entity, the original UTD must be sealed by a legal entity. In case of refusal to sign UTD, the Licensee must send a motivated written refusal to the Licensor within 5 (five) working days from the receipt of the UTD.

2.19  If, within 5 (five) business days from the receipt of UTD, the Licensee does not sign the UTD or does not provide a reasoned refusal to sign it, the services will be deemed to be duly rendered and the UTDs signed by the Parties without any claims.

2.20 If the Licensee provides a reasoned refusal to sign the UTD, the Parties shall in writing agree the time period for the elimination of deficiencies in the services provided and re-sign the UTD.

 

 

3.  RIGHTS AND OBLIGATIONS OF THE PARTIES

​

3.1 The Licensor shall:

  3.1.1 Grant Licensee the right to use the Program within 3 (three) business days from the date when Licensee fulfills the payment obligations specified in this Agreement.

  3.1.2 Grant the Licensee the right to use the Program daily and around the clock, except for the time of carrying out preventive activities with a total duration of no more than 24 hours per month.

  3.1.3  Provide the Licensee with information on new versions and releases of the Program released during the term of this Agreement.

  3.1.4 Provide the Consultant and information on working with the functions of the Program through the "Forum" and "F.A.Q" pages of the Internet site www.myxinet.ru, e-mail and telephone communication to the Licensee.

  3.1.5 Eliminate, if technically possible, program failures caused by the Licensor's fault on the basis of Licensee's application for technical support via e-mail support@myxinet.ru, except for cases when Licensee does not comply with the Program operation rules recommended by the Licensor.

3.2  Licensor has the right:

  3.2.1  Release new versions and releases of the Program and establish the conditions for granting the right to use them and technical support.

  3.2.2 Involve third parties to provide services under this Agreement.

  3.2.3 To amend this Agreement unilaterally by publishing new editions and placing them on the "License Agreement" page of the Internet site http://www.myxinet.ru/agreement-en.

  3.2.4 If there is no payment from the Licensee, suspend the implementation of the right to use the Program until the payment obligations are fulfilled.

  3.2.5 Terminate this Agreement and refuse to grant Licensee the right to use the Program in the event of a breach of payment terms and other grounds provided for in this Agreement.

3.3 The Licensee shall:

  3.3.1 Pay in accordance with the terms of this Agreement.

  3.3.2 Use the Program only in the ways provided for in this Agreement and within the rights specified in the Agreement.

3.4 The Licensee has the right:

  3.4.1 Use the Program in commercial activities, except for cases of transfer of the Program to third parties, resale or lease.

  3.4.2 To carry out any operations related to the functioning of the Program in accordance with its purpose.

3.5 The Licensee shall not:

  3.5.1 Distribute copies of the Program or its parts or perform other activities aimed at deriving commercial benefits from the use of the Program in relations with third parties.

  3.5.2 Grant sublicenses for any use of the Program or its parts to third parties.

  3.5.3 Change the Program.

  3.5.4 Copy the Program.

  3.5.5 Make the Program public.

 

 

4.  PRICE AND PAYMENT PROCEDURE

 

4.1 The license fee and the cost of additional paid services provided in accordance with this Agreement shall be established in the price list.

4.2 The licensor may at any time unilaterally change the price list for a new accounting period, notifying the Licensee in writing at least 30 days before the new price list begins to operate. In case of disagreement of the Licensee with the new price list, the latter shall notify the Licensor thereof in writing before the new price list starts, and the Agreement in this case will be considered terminated.

4.3 The currency of settlements under this Agreement is the Russian Federation ruble.

4.4 All payments under this Agreement shall be made in a non-cash form by transfer of funds to the Licensor's account.

4.5 Payment of the License fee under this Agreement shall be made on a prepayment basis on the basis of the invoice issued by the Licensor formed in accordance with the Licensee's Order. The prepayment amount is 100% (one hundred percent) of the total amount of the license fee indicated in the invoice.

4.6 Payment for services under this Agreement is carried out on the basis of advance payment on the basis of the invoice issued by the Licensor, formed in accordance with the Appendix to the provision of services signed by the Parties. The prepayment amount is 100% (one hundred percent) of the total cost of services agreed by the Parties in the Annex.

4.7 In the event of the initial acquisition of the right to use the Program, the Licensee shall pay a license fee within 3 (three) business days from the date of the Licensor's invoice. The Licensee also pays the invoice for payment for the ordered services within 3 (three) business days from the date of invoicing. In the event of an extension of the right to use the Program, the Licensee shall pay a license fee not later than 3 (three) business days before the start of the new accounting period.

4.8 If the Licensee does not pay the invoice from the Licensor within 3 (three) business days, and the Licensor changes the price list within the specified 3 (three) working days, the Licensee is obliged to pay the new cost in accordance with the current price list. If the Licensee does not pay the new cost, this Agreement shall be deemed terminated.

4.9 The moment of fulfillment of the obligation to pay by the Licensee is the date of receipt of funds to the settlement account of the Licensor in full.

4.10 The amount of the Licensor's License fee for granting the right to use the Program is not subject to VAT in accordance with cl. 26. Section 2, Art. 149 of the Tax Code of the Russian Federation.

4.11 The cost of additional services of the Licensor provided under this Agreement includes VAT at a rate of 18%.

4.12 In case of early termination of this Agreement for any reason, the amount of the advance payment paid by the Licensee under the License fee is not refundable.

4.13 In case of unilateral refusal of the Licensee from the performance of the Agreement in the part of rendering services agreed upon by the Parties, the latter is obliged to pay to the Licensor actually incurred expenses.

 

 

5. TECHNICAL SUPPORT

 

5.1  Basic technical support for the use of the Program is exercised by the Licensor during the entire period of this Agreement by communicating with the Licensee via e-mail and telephone communication, as well as the Forum and the F.A.Q pages of the Internet site www.myxinet.ru. Basic technical support is understood as consulting assistance provided by the Licensor's specialists, including: providing information on the operation of the Program functions, operating features of the Program on standard configurations of supported operating systems, new versions and fixes of the Program, as well as eliminating possible software program failures, if technically possible and Arising from the fault of the Licensor. The time for providing technical support and accepting applications is from Monday to Friday from 9:00 to 18:00 Moscow time (GMT +3).

5.2 Extended technical support and other related services may be provided by the Licensor on a fee basis in the framework specified in this Agreement. Rendering of paid services is coordinated by the Parties in accordance with cl. 2.15.-2.20. Of this Agreement by signing separate Agreements for the provision of services to this Agreement.

 

 

6. THE CIRCUMSTANCES OF INTEGRATED POWER

 

6.1 Force majeure (or force majeure circumstances) include circumstances beyond the control of the Parties that arose after the conclusion of this Agreement, which the Parties could not foresee, namely: civil unrest, decisions of state and municipal bodies that impede the performance of obligations by the Parties under the Treaty, Epidemics, blockades, embargoes, earthquakes, fires, other natural disasters, etc., as a result of which fulfillment of obligations becomes impossible.

6.2 Any of the Parties to the Agreement shall be released from liability for delay in performance or failure to perform obligations under the Contract, if it is caused by force majeure circumstances, and the terms of fulfillment of the violated obligations are prolonged for the duration of the force majeure circumstances.

6.3 A party that is unable to fulfill its contractual obligations as a result of force majeure circumstances must immediately notify the other Party of the beginning (and also termination) of these circumstances. The notice is made by sending an official letter on the occurrence (termination) of force majeure circumstances within 3 (three) working days from the time of their occurrence (termination). The facts contained in the notification must be confirmed by the competent state body of the Russian Federation.

6.4 If these circumstances last more than 3 (three) months, either Party has the right to early termination of this Agreement. In this case, the Parties make mutual settlements on the basis of actually fulfilled obligations at the time of termination of the Agreement.

 

 

7. RESPONSIBILITY OF THE PARTIES

 

7.1 In the event of non-performance or inadequate performance by the Parties of their obligations under this Agreement, the Parties shall be liable in accordance with the current legislation of the Russian Federation.

7.2 The Licensor provides the Program on an "as is" basis and does not guarantee that all of its functionality will meet the expectations of the Licensee. The Licensor does not assume responsibility for the compliance of the Program with the purpose of using Licensee. Licensee grants the right to use the Program at its own risk.

7.3 The Licensor does not initiate or control the placement by the Licensee of any information during the use of the Program, does not affect its content, and at the time of posting this information does not know and can not know whether it violates the legally protected rights and interests of third parties, international treaties and the current Legislation of the Russian Federation.

7.4 Licensee agrees that for the work with the Program, Licensee needs to use other software (web browsers, operating systems, etc.) and equipment (personal computers, network equipment, etc.) produced and provided by third parties and the Licensor can not carry Responsibility for the quality of their work.

7.5 Licensee agrees that no software is free from errors.

7.6 The licensor provides basic information security of the Licensee's data.

7.7 The licensor, if technically possible, provides a backup of the data 1 (one) time per month and the archival storage of the Licensee's data throughout the term of the Agreement.

7.8 If there is a loss of data due to the fault of the Licensor, the Licensor shall take all necessary measures to restore the data within 3 working days if there is a technical capability.

7.9 If the loss of data was caused by Licensee's actions, then, if technically possible, data recovery is performed upon a request sent by the Licensee to the Licensor's technical support

7.10 The Licensor shall not be liable:

  7.10.1 For the quality of services necessary for the Program (including data transmission services) provided by third parties.

  7.10.2 For any actions of Licensee related to the implementation of the right granted by the Licensor to use the Program.

  7.10.3  For damage of any kind incurred by the Licensee due to the loss and / or disclosure of the data required to access the Program.

7.11 The Parties bear responsibility within the limits of the obligations imposed on them by this Treaty. In all the rest that is not regulated by this agreement, the Parties are guided by the norms of the current legislation of the Russian Federation.

 

 

8. CONFIDENTIALITY OF PERSONAL INFORMATION

 

8.1 The licensor is guided by the Federal Law of the Russian Federation "On Personal Data" when processing the personal data of the Licensee.

8.2 In order to provide the Licensee access to the Program, the Licensee's exercise of the right to use the Program, to notify the Licensee of the use of the Program, to provide Licensee with answers to requests and information about products and services, the Licensor asks the Licensee for the required data. Licensee - a legal entity Licensor requests documents confirming the legality of the activities of the legal entity, as well as last name, first name, patronymic, e-mail addresses, contact phone numbers, regions, cities, positions of Licensee's employees who will use the Program. At the Licensee - an individual, the Licensor requests personal data including the last name, first name, patronymic, e-mail address, contact phone number, region, city, organization, position.

8.3 By accepting the terms of this Agreement, the Licensee agrees to provide its data for processing by the Licensor, freely, by its own will and in its interest. When the Licensee grants the Licensor the personal information of its employees, the Licensee guarantees that he has obtained all necessary permits and consent to these actions by these employees, and guarantees full and unconditional agreement of these employees with all provisions of this Agreement.

8.4 The Licensor undertakes to take all necessary and sufficient legal, organizational and technical measures to protect the Licensee's personal data from unauthorized access or disclosure, except for the cases of voluntary provision by the Licensee of information about himself for general access to an unlimited number of persons.

8.5 The storage, modification and removal of the Licensee's personal information is carried out in accordance with the functional purpose of the Program and its technical documentation.

8.6 The Licensee agrees to receive advertising and information messages about the products and services of the Licensor and its partners at the e-mail address to which it indicates during registration.

 

 

9. TERM OF THE AGREEMENT, TERMINATION PROCEDURE AND OTHER CONDITIONS

 

9.1 The Agreement comes into force from the moment of full and unconditional acceptance by the Licensee of this Agreement, under which the Parties understand the payment of the License fee for the right to use the simple nonexclusive license of the "myXinet" Computer Software and / or to pay for the services provided under this Agreement.

9.2 The term of this Agreement with regard to the use of a simple non-exclusive license of the Program will be the number of accounting periods for which the Licensee will pay the License fee. The prolongation of the validity of this Agreement in this case takes place in accordance with clause 4.7. actual agreement.

9.3  The term of this Agreement in terms of providing services is indicated in the relevant Annex to this Treaty.

9.4 Any of the Parties may at any time unilaterally refuse to execute this Agreement by notifying in writing the other Party 10 (ten) working days before the expected date of the unilateral refusal. Termination of this Agreement on the initiative of the Licensee means the refusal of the latter from the use of the Program and entails application of the conditions specified in paragraph 4.12.

9.5  On all issues not regulated by this Treaty, the Parties shall be guided by the current legislation of the Russian Federation.

9.6 All disputes and disagreements are resolved through negotiations. If disputes and disagreements can not be resolved by negotiation, then their consideration shall be referred to the Moscow Arbitration Court (for legal entities) and to the Moscow City Court of General jurisdiction (for individuals).

 

 

10. ЮРИДИЧЕСКИЙ АДРЕС И БАНКОВСКИЕ РЕКВИЗИТЫ

 

10.1 ЛИЦЕНЗИАР

LICENSOR: Limited Liability Company "myXinet"

OGRN (Primary State Registration Number): 1165047050520

INN (Taxpayer Identification Number): 5047179602

KPP (Tax Registration Reason Code): 504701001

Jur. Address: 141407, Russian Federation, Moscow Region, Khimki, ul. Molodezhnaya, 70, Apt. 350

TEL: +7-985-922-44-74

Account Number: 40702810202810000802 (RUB)

JSC «Alfa-Bank»

BIC (Bank Identification Code): 044525593

ALFARUMM BENEFICIARY BANK ACC 30101810200000000593

E-mail for general questions: info@myxinet.ru

Technical support email: support@myxinet.ru

Website: www.myxinet.ru

CEO: Dolgiy Taras