to grant a non-exclusive license
This offer is addressed to individual Clients who meet the conditions set forth in this Offer, and is an official public offer of Report LLC (hereinafter referred to as the Licensor) represented by the Director General Maria Tikhonova, acting on the basis of the Charter, to conclude a license agreement for the service Eyezon in accordance with paragraph 2 of Art. 437 of the Civil Code of the Russian Federation (hereinafter referred to as the Agreement). The license agreement is considered concluded and becomes effective from the moment the Client performs the actions provided for by this Offer which constitute the unconditional acceptance by the Client of all the terms of the Offer without any exceptions or restrictions on the terms of accession.1.General provisions
1.1. For the purposes of this Agreement, the terms and definitions listed below shall have the following meaning:
Simple (non-exclusive) license
– a non-exclusive right granted by the Licensor to the Client under this Agreement to use the SOFTWARE for the purposes of the Client's activities under the name specified by the Licensor, without the right to change or otherwise process such SOFTWARE.
– computer software program (designed without limitation for smartphones, tablets, and other devices) "Eyezon", the exclusive right to which belongs to the Licensor, which is intended for performing Streams on Client’s website seamlessly on request of a user in order to increase sales of the Client's goods and services.
is a Video session that may include an exchange of voice or text messages between the Client and a potential buyer, carried out through the Licensor's SOFTWARE.
– a live (online) video broadcast, carried out via the Internet at the request of the user of the Client's Site, about the product being sold through the Client's Site.
– the Client's page on the Licensor's Website, which can be accessed after the Parties enter into this Agreement, containing the access Code to the SOFTWARE, information about the use of the SOFTWARE, and the amount of Video sessions performed for the current period. You can log in to your Personal account using the unique username and password provided by the Licensor at the following URL: https://admin.witheyezon.com/
— a website / sites on the Internet through which the Client makes sales using the SOFTWARE.
- a website on the Internet, available at: https://button.witheyezon.com/
The reporting period
is 1 (One) calendar month in which the Client was using the SOFTWARE in accordance with this Agreement. The first reporting period is the period from the date of granting rights to use the SOFTWARE until the last day of this calendar month.
– the calendar month following the Reporting period in which the Client pays the Licensor's remuneration for the expired Reporting period.
– License Agreement entered into by Client’s accept of this Offer.
1.2. Other terms which are not defined in this section of the Offer, which will be interpreted in accordance with the text of this Offer and/or the current legislation of the Russian Federation may be used in this Offer. In case there is no unambiguous interpretation of the term in the text of this Offer and / or in current legislation, the interpretation of the term that has developed on the Internet and in business practices shall be applicable.
2. The subject of the Agreement and offer acceptance procedure
2.1. Under this Agreement, the Licensor undertakes to grant to Client a simple (non-exclusive) license, to use the SOFTWARE (hereinafter referred to as Licensed Rights) on the following terms:
· License Term: until 31.12.2020
· Territory: all countries
· Means of use of the SOFTWARE: installing (installing) and running the SOFTWARE on a computer.
2.2. In order to use the SOFTWARE in accordance with the license terms set forth in this Agreement, the Licensor provides the Client with the technical capability to operate the SOFTWARE by granting the software access Code to the Client in their Personal account.
2.3. The term of use of the SOFTWARE by the Client is terminated from the moment of termination by the Parties of this Agreement or its expiration, or is suspended in case of late payment by the Client of the Licensor's remuneration established by this Agreement.
2.4. The Licensor hereby confirms that at the time of execution of this Agreement by the Parties, the software is not pledged, arrested, not subject to third-party claims and/or proceedings, is not restricted in circulation and is a licensed product in accordance with the current legislation of the Russian Federation.
2.5. All rights not expressly granted to Client in this Agreement shall not in any way form part of the Licensed Rights and shall constitute excluded rights.
2.6. The Licensed Rights are personal to Client, save as expressly permitted under this Agreement, and it may not, whether totally or partially, sell or assign, sub-license, transfer, sub-contract, charge, dispose of by way of declaration of trust or otherwise part with (or purport to sell, assign, sub-license, charge, dispose of, by way of declaration of trust or otherwise part with) the rights granted to Client in this Agreement to a third party without Licensor's written consent. Notwithstanding the foregoing, in case that third party is a subsidiary of Client such consent not to be unreasonably withheld.
2.7. The agreement between the parties is entered into by the Client's acceptance of this Offer. The acceptance of the offer is done through the registration of the Client on the website https://eyezon.live/
and the subsequent payment of the license to use the Software. The receipt of the amount towards the payment of the cost of the license to the Licensor's account shall be considered as the moment of payment.
2.8. By accepting the terms of this offer the Client unconditionally agrees with the terms of the public Offer.
3. Rights and obligations of the Parties.
3.1. The Client shall
3.1.1. Independently install on a computer (smartphone, tablet, other device) Client's installation software by downloading it from the application store - the App Store or Google Play.
3.1.2. Use the SOFTWARE only in the ways and within the limits of the rights granted to the Client under this Agreement.
3.1.3. To make timely payment of the license fee in accordance with the terms of this Agreement.
3.1.4. Refrain from any actions that may cause the Licensor losses or damage the Licensor's business reputation, as well as from any other malicious actions. In the event of claims against the Licensor from third parties caused by the Client's guilty actions/omissions, the Client undertakes to settle such claims independently and at its own expense, as well as to reimburse the Licensor for documented actual damages incurred by it in connection with such actions / omissions of the Client, including, but not limited to, fines and court costs.
3.1.5. If the Client fails to perform one or more of its obligations under this Agreement, the Licensor may unilaterally terminate the license and terminate this Agreement, subject to written notice to the Client no later than 5 (Five) business days in advance, without compensation to the Client for any losses that have arisen or may arise in connection with such termination.
3.2. The Client has the right
3.2.1. Get technical access to the SOFTWARE and its functionality after making payment to the Licensor unless otherwise provided by this Agreement.
3.2.2. To have around the clock access to the SOFTWARE via telecommunication networks, including the Internet, with the exception of periods of maintenance works, force majeure events, guilty actions/omissions of third parties, and in other cases determined in this Agreement;
3.2.3. Use the SOFTWARE in its commercial activities, in accordance with its functional purpose;
3.2.4. The right of Client to use the SOFTWARE hereunder does not include or imply any consent, permission, right, or powers to use the SOFTWARE otherways, modify, distribute, make available to the public, decompile and disassemble the software, otherwise use SOFTWARE.
3.3. The licensor shall
3.3.1. Provide the Client with a unique access Code in order to provide technical ability to use the SOFTWARE within 1 (one) working day from the date of execution of this Agreement.
3.3.2. Grant the right to use the SOFTWARE under the terms of this Agreement.
3.3.3. Provide the Client with technical support during the term of this Agreement in the course of using the SOFTWARE via the e-mail specified by the Client during registration in the Personal account, as well as by providing the Client with an access to the list of frequently asked questions (FAQ) at: https://eyezon.live
3.3.4. The Licensor's obligations for technical support of the SOFTWARE do not include providing the Licensor with access to the Internet. Access to the Internet shall be ensured by the Client on its own and at its own expense.
3.4. The licensor has the right
3.4.1. To suspend the technical ability of the Client to access the SOFTWARE or to terminate the Agreement if the Client fails to pay the license fee within the terms set forth in this Agreement.
3.4.2. To terminate this Agreement and terminate the license to use the software by the Client in case of default in payment of the license fee set forth in this Agreement by the Client for more than 5 (Five) business days, or on other grounds provided for in this Agreement.
3.4.3. To issue SOFTWARE updates and new versions of the SOFTWARE, unilaterally determine the terms of their provision to the Client, the terms of providing the Client with technical support and maintenance in using the SOFTWARE.
3.4.4. To change the Rates in whole or in part and to post such information at https://eyezon.live
3.4.5. To temporarily restrict the Client's access to the SOFTWARE for technical, technological or other reasons that prevent the use of the SOFTWARE in accordance with its functionality, while such reasons are being remedied.
3.4.6. To terminate this Agreement if Client fails to comply with any material conditions stipulated in this Agreement the effect of which is to cause direct material damage to Licensor, and such failure is not capable of being remedied or, if capable of being remedied, is not so remedied within fifteen (15) Business Days of Client being notified by Licensor of such failure.
3.4.7. In the event of termination of this Agreement by the Licensor for any breach of its obligations committed by the Client and, without prejudice to any other rights, all the outstanding Client Fee shall become immediately due within 5 (five) business days from the date of termination and payable together with all interest, fees and any other contract payments upon declaration by the Licensor of the termination of this Agreement.
3.4.8. Licensor is entitled to use Streams and excerpts of Streams for integration into promotional/advertising videos and presentations of Licensor and through other means for the purpose of promotion of SOFTWARE and for analytics purposes. Such right is granted to Licensor for the term up to 31.12.2020.
4. License fee and payment procedure
4.1. The amount of the license fee for the transfer of a simple (non-exclusive) software license under this Agreement is calculated taking into account this paragraph as well as on the basis of the following tariffs applied taking into account the location of the Client:
CIS countries (Belarus, Ukraine, Armenia, Moldova, Tajikistan, Turkmenistan, Uzbekistan, Kyrgyzstan, Kazakhstan, Azerbaijan)
Africa (Algeria, Angola, Benin, Botswana, Burkina Faso, Burundi, Gabon, Gambia, Ghana, Guinea, Guinea-Bissau, Democratic Republic of Congo, Djibouti, Egypt, Zambia, Zimbabwe, Cape Verde, Cameroon, Kenya, Comoros, Cote d'Ivoire, Lesotho, Liberia, Mauritius, Mauritania, Madagascar, Malawi, Mali, Morocco, Mozambique, Namibia, Niger, Nigeria, Republic of Congo, Rwanda, Sao Tome and Principe, Sahara Arab Democratic Republic, Swaziland, Seychelles , Senegal, Somalia, Sudan, Sierra Leone, Tanzania, Togo, Tunisia, Uganda, CAR, Chad, Equatorial Guinea, Eritrea, Ethiopia, South Africa, South Sudan, Libya)
India, Afghanistan, East Timor, Vietnam, State of Palestine, Georgia, Bangladesh, Cambodia, Philippines, Sri Lanka, Syria, Thailand, Turkmenistan, Indonesia, Maldives, Mongolia, Myanmar, Nepal, Bahrain, Brunei, Bhutan, Iraq, Yemen, Kuwait, Laos, Lebanon, Malaysia
Antigua and Barbuda, Venezuela, Bahamas, Barbados, Belize, Bolivia, Haiti, Guyana, Guatemala, Honduras, Grenada, Dominica, Dominican Republic, Colombia, Costa Rica, Cuba, Nicaragua, Panama, Paraguay, Peru, El Salvador, Saint Vincent and the Grenadines, Saint Kitts and Nevis, Saint Lucia, Suriname, Trinidad and Tobago, Uruguay, Ecuador, Jamaica), Oceania countries (Vanuatu, Kiribati, Marshall Islands, Micronesia, Nauru, Palau, Papua New Guinea, Samoa, Solomon Islands, Tonga, Tuvalu, Fiji)
Mexico, Bolivia, Brazil, Argentina, Chile
USA, Canada, Australia, UK, New Zealand
Israel, Jordan, Iran, Qatar, Cyprus, PRC, UAE, Oman, Pakistan, Republic of Korea, Saudi Arabia, Singapore, Turkey, Japan
Europe (Austria, Albania, Andorra, Belgium, Bulgaria, Bosnia and Herzegovina, Hungary, Germany, Greece, Denmark, Ireland, Iceland, Spain, Italy, Latvia, Lithuania, Liechtenstein, Luxembourg, Macedonia, Malta, Moldova, Monaco, Netherlands, Norway, Poland, Portugal, Romania, San Marino, Serbia, Slovakia, Slovenia, Finland, France, Croatia, Montenegro, Czech Republic, Switzerland, Sweden, Estonia)
4.2. The Client pays by wire transfer of funds to the Licensor's account. The Client's obligations in terms of payment under this Agreement shall be deemed fulfilled in the required amount from the date of receipt of the corresponding funds to the correspondent account of the bank where Licensor has its current account.
4.3. The amount of the Client's remuneration for the provision of a simple (non-exclusive) software license under the terms of this Agreement is not subject to VAT, in accordance with paragraphs. 26 p. 2 art. 149 of the Tax Code of the Russian Federation.
4.4. The parties agreed that the commissions of correspondent banks as well as other related payments are payable at the expense of the Client.
4.5. The parties agree that the Client is provided with a free trial period for using the Software with a duration of 14 (fourteen) calendar days.
4.6. After the end of the trial period specified in clause 4.5. of this offer the use of the Software is carried out on a fee basis. The license fee is debited from the Client's bank card indicated in the personal account on the last day of each month based on the number of Streams performed.
4.7. In case of termination of this Offer by the Client unilaterally before the end of the calendar month, payment of the license fee is made based on the number of Streams conducted on the date of termination.
5. Liability of the Parties.
5.1. The Parties are liable in accordance with the provisions of this Agreement and the applicable legislation for non-performance or improper performance of obligations under this Agreement.
5.2. The Licensor shall not be liable in the event of:
5.2.1. Technological failures of public communication channels through which access to the SOFTWARE is made, or loss of access to the Internet until troubleshooting or restoring of access, respectively;
5.2.2. When there are signs of unauthorized access by third parties to the Licensor's Website or to the Client's Personal account-for the duration of such circumstances;
5.2.3. In cases that fall under the definition of force majeure-for the duration of such circumstances.
5.3. Taking into account the structure and principles of operation of the Internet, the SOFTWARE is provided "as is", this means that the Licensor does not provide any guarantees with respect to the SOFTWARE, in particular, the Licensor does not guarantee to the Client that:
5.3.1. Software, its direct or indirect effect and the quality will meet the requirements and purposes of the Client;
5.3.2. Access to the software will be uninterrupted, reliable or error-free;
5.3.3. The Results obtained through the use of the SOFTWARE will be accurate, reliable and meet the Client's expectations.The Client uses the SOFTWARE voluntarily, subject to full acceptance of all risks and consequences associated with such use.
5.4. The Client acknowledges and agrees that under no circumstances shall the Licensor be liable to the Client or third parties for:
5.4.1. Any indirect, incidental, or unintentional damages, including lost profits or lost data, damage to honor, dignity, or business reputation, caused in connection with the use of the SOFTWARE and related services;
5.4.2. Any actions or omissions of the Client and third parties, including damages of any kind resulting from such actions or omissions;
5.4.3. Any relationships and results that the Client may have with third parties, including using the SOFTWARE.
5.5. The Client agrees that no software is error free.
5.6. The Client agrees that in order to work with the software, the Client shall use software (web browsers, operating systems, etc.) and equipment (personal computers, network equipment, etc.) produced and provided by third parties, and the Licensor cannot be liable for the quality of their work.
5.7. In case of breach by the Client of its obligations listed in clause 3.1 of this Agreement, the Client shall compensate the Licensor for all documented real damage caused by such breach. If third parties submit any claims to the Licensor arising from non-compliance with and / or violation by the Client of the current applicable legislation and the obligations listed in clause 3.1 the latter is obliged to settle such claims and actions on its own and at its own expense, as well as to take all necessary actions to prevent further claims and penalties from being brought against the Licensor. The Client agrees and confirms its readiness to assist the Licensor in resolving any claims from the state (control, Supervisory) authorities, as well as to compensate for actual damages, including costs for paying fines, caused to the licensor as a result of submitting orders to the Licensor as a result of violations by the Client of the applicable legislation and its obligations set forth in clause 3.1. of this Agreement.
5.8. The Client is fully responsible for the security of its login and password to access the SOFTWARE and for losses that may arise due to unauthorized use of its login, password and/or access channel. The licensor is not responsible for and does not compensate for any losses incurred as a result of unauthorized access by third parties to the Client's personal account, except in cases where such access was the result of actions or omissions of the Licensor.
5.9. The Licensor makes no guarantees, except as expressly provided in this Agreement, and is not responsible for non-compliance with the Client's specific goals and / or expectations.
5.10. The licensor is not responsible for the security of any data that are created in the process of use of the SOFTWARE(despite backups), Client is solely responsible for creating backup copies of any data that are created in the process of using the SOFTWARE.
5.11. The expiration of this Agreement, as well as its early termination, does not release the Parties from liability for its violation that occurred during the term of this Agreement.
6.1. The Parties acknowledge that confidential information means any technical, technological, commercial, organizational and other information that has actual or potential commercial value if disclosed to third parties.
6.2. Each Party undertakes not to disclose, publish or otherwise provide access to confidential information to any third party without the prior written consent of the other Party to this Agreement.
6.3. The Parties acknowledge that the fact of cooperation between the Parties and execution of this Agreement is not a commercial secret.
7. Force majeure.
7.1. The Party is released from liability if the failure to perform or improper performance of obligations under this Agreement was due to the occurrence and/or action of force majeure, which are unforeseen, extraordinary and unavoidable circumstances under these conditions, which the Parties could not have foreseen or prevented by reasonable measures.
7.2. Such emergency events include: flood, fire, earthquake, explosion, storm, subsidence of the soil and other natural disasters; war or military actions, revolution, nationalization, act of terrorism; strike in the industry or in the region; other similar circumstances beyond the reasonable control of the Party.
7.3. A document issued by a competent state body or organization, is a sufficient proof of the existence and duration of the action of force majeure.
7.4. The Parties are released from liability for partial or complete non-performance of obligations under this Agreement, if this performance was the result of circumstances that exclude liability, which include: failures occurring in telecommunications and energy networks, the action of malicious programs, as well as unfair actions of third parties, expressed in actions aimed at unauthorized access and/or disabling the software and/or hardware complex of each of the Parties, legislation changes, sanctions and trade embargo which make it impossible for the Parties to perform their obligations.
7.5. A Party shall be deemed innocent for causing harm to the other Party if, with the degree of care and prudence required by the nature of the obligation and the terms of the Agreement, it has taken all measures for proper performance of its obligations.
7.6. The Party referring to force majeure or circumstances excluding liability shall immediately, within 3 (Three) business days from the moment of their occurrence and/or detection, inform the other Party under this Agreement of the occurrence and termination of such circumstances in writing. In this case, the representatives of the Parties shall consult with each other as soon as possible and agree on the measures to be taken by the Parties for the proper performance of their obligations under this Agreement.Untimely notification of the existence of these circumstances deprives the relevant Party of the right to refer to them in the future.
7.7.In the event of force majeure or circumstances excluding liability, the term of performance of obligations under this Agreement is postponed in proportion to the time during which such circumstances and their consequences apply.
7.8. If the force majeure circumstances or circumstances excluding liability continue for more than 2 (Two) consecutive months, each of the Parties has the right to terminate this Agreement unilaterally by notifying the other Party in writing. In this case, the termination of this Agreement does not entail the termination of obligations that arose between the Parties before the occurrence of force majeure or circumstances excluding liability. The occurrence of such circumstances shall not be considered as a reason for Client’s refusal to pay for right to use the SOFTWARE, which was granted prior to the occurrence of such circumstances.
8. The dispute resolution procedure.
8.1.A mandatory pre-trial (claim) dispute resolution procedure is applied to resolve disputes related to the parties ' violation of their obligations under this Agreement or otherwise arising from this Agreement. The party whose rights are violated, before applying to the court, shall submit a written claim to the other Party stating its requirements. If necessary, the claim is accompanied by documents confirming the detected violations and the arguments set out in the claim.
8.2. The term for consideration of the claim is 10 (Ten) business days from the date of its receipt by the other Party.
8.3. The claim can be sent to a Party using one of the following methods:- registered letter with statement of value and with an enclosure list to the address of the Party;- transfer personally to the Party or its representative (including an employee or other person located at the address of such Party) against signature;- by DHL or other courier delivery service.
8.4. If, within the period specified in clause 8.2. of this Agreement, the claims of the Party set out in the claim are not fully satisfied, The party whose right is violated has the right to file a claim to court.
8.5. This Agreement shall be governed by and construed in all respects in accordance with laws of the Russian Federation and the Parties hereto irrevocably agree that The Arbitration Institute of the Stockholm Chamber of Commerce (SCC) shall have exclusive jurisdiction to settle any disputes, which may arise out of or in connection with this Agreement.
9. The term of the Agreement and conditions of termination.
9.1. This Agreement shall enter into force on the date of its execution and shall remain in force until 31.12.2020.
9.2. This Agreement may be terminated by:
9.2.1. by agreement of the Parties at any time.
9.2.2. At the discretion of any party if the other Party breaches the terms of the Contract on the grounds provided for in this Agreement, with written notice to the other Party not later than 10 (Ten) working days before the intended date of termination of this Agreement.
9.2.3. At the discretion of any Party subject to prior notification of the other Party not later than 30 (Thirty) calendar days before the intended date of termination of this Agreement.
9.2.3. On other grounds provided for by the applicable legislation.
10. Additional terms and conditions.
10.1. The names of the sections of this Agreement are provided solely for convenience and cannot be used for the purpose of interpreting the contents of the provisions of this Agreement. The invalidity of certain provisions of this Agreement does not entail the invalidity of this Agreement as a whole.
10.2. All annexes to the present Agreement are its integral part.
10.3. In the event of changes to the details (personal information) agreed upon in this Agreement, the parties undertake to notify each other of the changes within 5 (Five) business days from the date of entry into force of such changes. The party that has made changes and has not notified the other Party in a timely manner, bears all the adverse consequences associated with late notification.
10.4. All current correspondence between the Parties in connection with the performance of this Agreement is carried out:- if the document is executed on paper, by mail or by Express;- if the document and / or information is submitted in electronic form, via e-mail to the following agreed e-mail addresses (e-mail):
10.4.1. Licensor's Email address: any from the domain @witheyezon.com.
10.4.2. Client's Email address: the email address specified by the Licensor when registering in the Personal account.The parties recognize e-mails sent from the above-mentioned electronic addresses as documents equivalent to documents on paper and executed with the Parties ' handwritten signature, and upon presentation they will be recognized as written evidence (since only the Parties themselves and their authorized persons have access to the appropriate means of communication – e-mail addresses specified in this Agreement). When presenting them as evidence, it is sufficient to submit a printed electronic message, certified by the signature of the authorized person and the seal of the presenting party. Each Party uses a password to access e-mail and undertakes to maintain its confidentiality. However, if there is a contradiction between documents executed in hard copy and in electronic form, the hard copy documents are recognized as the main ones.
11. Name, Bank Details and address of Licensor
Address: 153037, Russia, Ivanovo region, Ivanovo, 8th March street, 32, lit. D, room 50
Mailing address: 153037, Russia, Ivanovo region, Ivanovo, 8th March street, 32, lit. D, room 50
Correspondent account: 30101810400000000225