PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY BEFORE USING THE NAVIXY SOFTWARE OFFERED BY SPUTNIK-TECHNIKA, LLC. BY USING THE SOFTWARE IN ANY MANNER AND BY CLICKING “I ACCEPT” or “PLACE YOUR ORDER” OR “SUBMIT” OR ANY OTHER WORDING THAT INDICATES ACCEPTANCE OR AGREEMENT TO THESE TERMS, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY AND A PARTY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS.
IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL THE TERMS AND CONDITIONS OF THE AGREEMENT, YOU HAVE NO RIGHT TO USE THE SOFTWARE. USE OF THE SOFTWARE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS.
Limited Liability Company “Sputnik-technika” (“Licensor”) and you or the entity that you represent (“Licensee”), collectively referred to as the “Parties” and each a “Party”, concluded the following License Agreement (“Agreement”).
- SUBJECT OF THE AGREEMENT
1.1. On the terms and conditions set forth herein, the Licensor grants to the Licensee a fully paid-up, irrevocable, worldwide, non-exclusive right to access and use the software product (“Software”). The Software specifications and related services (e.g. hosting, installation, maintenance, support and other) are specified in particular Ordering documents (“Orders”) signed in writing or submitted electronically. The Licensee shall pay the compensation to the Licensor for the provision of these rights and related services.
1.2. The Software is provided to the Licensee on “AS IS” basis. The Licensor shall not be responsible for any issues and damage caused to the Licensee or any other person or organization during installation, upgrades, maintenance and operation of the Licensee’s Software instance, including compatibility with 3rd parties software, consequences arising from the ambiguous interpretation of reference information, inconsistency of the processed output data to the Licensee’s expectations, etc.
- RIGHTS AND OBLIGATIONS OF THE PARTIES
2.1. Hereunder the Licensor grants to the Licensee the following rights regarding the Software:
2.2. The right to reproduce the Software on Amazon Web Services cloud infrastructure of the Licensee. The Licensee has the right to use the Software only in the amount of instances specified in the Order. Installing more instances is not permitted unless prior written consent of the Licensor. If the Software is designed for the installation on multiple devices, this particular right should be granted to the Licensee by means of a special notice in the Order. Technical requirements for the devices listed in the Order and must be met by the Licensee in order to avoid incorrect operation of the Software.
2.3. The right to use the Software features and functionality for the purposes of the Licensee, including providing commercial services to end users. The amounts of serviced end users, accounts and units are limited with the amounts specified in the Order.
2.4. The right to enter into sub-license agreements, granting the rights granted to Licensee as set herein. The requirement to obtain prior consent of the Licensor and corresponding conditions are defined in the Order.
2.5. Licensee may not:
2.5.1. Distribute (except for a single installation package and single backup copy), disclose, publish, and transfer to any third party the Software or its part, except for the cases specially authorized by the Licensor.
2.5.2. Analyze or attempt to analyze the structure of the Software, as well as modify or attempt to modify the Software or its part, disassemble, decompile (convert program code to source code).
2.5.3. Create derivative software products on the basis of the Software or its parts. This limitation does not affect the use of the API which is a special tool for the developers allowing to access the Software features and exchange data with other applications.
2.5.4. Use the Software or its part for any activities that violate the rights of third parties (i.e. for disclosing any confidential information) or are unlawful according to the International laws or the law of the Russian Federation.
2.6. The rights granted to the Licensee regarding the Software and corresponding limitations as it set herein shall be applied worldwide and within the entire duration of the exclusive rights of Licensor.
2.7. The Licensee independently acquires the rights and is responsible for the use of the third party software, map data, and databases which are used in conjunction with the Software. The granting of such rights is not the subject of this Agreement.
- FREE TRIAL PERIOD
3.1. The Licensor grants the Licensee with free trial period. It begins with the day of the Software instance deployment and lasts up to 30 calendar days.
3.2. During free trial period the Licensor is not charged for the use of the Software.
3.3. To switch from the free trial to commercial edition the Licensee obtains the license key from the Licensor by placing an Order – anytime before the free trial expires.
3.4. The free trial is for evaluation purposes only. After the free trial period, the Licensee will not have access to any user account created in connection with the free trial or any data created within any such account.
- LICENSE FEES AND REFUNDS
4.1. The Licensee shall pay the compensation to the Licensor for the use of the Software and related services. The Licensee’s obligations to pay the compensation is considered to be fulfilled upon the receipt of funds by the Licensor.
4.2. The license fees and payment terms and amounts set forth in the appropriate Order.
4.3. Licensee acquires the rights specified in Section 2.1 of this Agreement in accordance with its terms from the date set forth in the Order.
4.4. The Licensor have a no refund policy on all of the Software. We do this because we offer free, fully functional trial version for the Software. This way you can try before you buy; the free trial allows you to test the Software risk-free before you decide to make a purchase.
- WARRANTY AND SUPPORT
5.1. The Licensor agrees to provide limited warranty to the Licensee in respect of the Software during the free trial period only.
5.2. Provision of Support services in respect of the commercial edition of the Software is a subject of a special agreement between the Parties.
5.3. The Licensor is entitled upon request and with the consent of the Licensee, or under support agreement:
5.3.1. To establish remote connection with the devices and units of the Licensee.
5.3.2. Adjust the settings of the Software, devices, and units to detect or fix the problems caused by the fault of Licensee or due to improper use.
5.3.3. Modify the Software.
5.3.4. Update the Software on the Licensee’s devices.
5.4. Any software supplied along with warranty or support services (including all upgrades) is considered as the part of the Software and is the subject to the terms of this Agreement.
5.5. For the warranty and support purposes the Licensor may require the Licensee to provide the information concerning this Agreement’s number, user account number (ID), unit specifications and settings, other particular conditions which surround the problem, software error logs, screenshots, remote connection to the Licensee’s devices and units, assistance with reproducing the problem, technical contact (person’s name, email address and phone number).
6.1. The Licensor warrants that:
6.1.1. He is the legitimate owner of the exclusive rights regarding the Software.
6.1.2. At the time of entry into the force of this Agreement the Licensor is not aware of the rights of third parties that may be affected by signing of this Agreement.
6.1.3. At the time of execution of this Agreement the rights specified in Section 2.1 of this Agreement are not alienated or pledged.
6.1.4. At the time of signing of this Agreement the Licensor’s rights are not challenged in court or other lawful means.
6.2. In case of violation of the parties’ obligations under this Agreement, the parties shall be liable in accordance with the existing legislation.
6.3. If the Licensee violates the Licensee’s obligation to pay a license fee to the Licensor as set herein Agreement, the Licensor shall have the right to unilaterally withdraw from the Agreement.
6.4. The use of the Software by the Licensee in a manner not allowed by this Agreement or beyond the termination of this Agreement or otherwise beyond the rights granted to Licensee under this Agreement shall be liable for infringement of the exclusive rights for the results from intellectual activity.
6.5. The Licensor shall not be liable for any defects that occur during the installation and operation of the Software in the event that the Licensee is not complied with the technical requirements for the device where the Software is installed.
- FORCE MAJEURE
7.1. Parties are not responsible for the partial or complete failure to fulfill obligations under this Agreement if such failure was caused by force majeure. The force majeure refers to circumstances that have arisen after the conclusion of this Agreement as a result of extraordinary events, which the Parties could not be foreseen or prevented by reasonable measures.
Such circumstances include emergency accidents: flood, fire, earthquake or other natural phenomena, as well as war, hostilities, acts or actions of government agencies and any other cause beyond the reasonable control of the Parties.
7.2. A party who relies on the circumstances specified in paragraph 6.1 shall, within a reasonable time to transfer to the other Party , at its request, a certificate Chamber of Commerce or other competent authority of the presence of these circumstances.
7.3. In the cases referred to in paragraph 7.1, the term of the obligations under this Agreement shall be extended in proportion to the time during which such circumstances and their consequences took place.
7.4. Where the circumstances and their consequences specified in paragraph 7.1 of continue for more than 3 months, or when upon the occurrence of these circumstances, it is clear that they and their effects will continue over this time, either Party may refuse further performance of this Agreement. In this case, each party shall return to the other Party all received under this Agreement. The losses will not be refundable.
8.1. The terms of this Agreement, applications, and additional agreements are confidential and shall not be disclosed during the term of the Agreement and within five years after its termination.
- DISPUTE RESOLUTION
9.1. In the event of a dispute between the Licensor and the Licensee on matters specified in this Agreement or in connection therewith, the Parties will take all measures to resolve them through negotiations.
9.2. If no settlement during negotiations, the disputes shall be resolved in the court defined by the location of Licensor.
- AGREEMENT DURATION AND TERMINATION
10.1. The Licensor may unilaterally terminate this Agreement due the Licensee’s failure to comply with its conditions. In that case the Licensor sends to the Licensee a notice of termination at least 30 days prior to the date of termination.
10.2. Upon receipt of notice of termination of the License Agreement, the Licensee must destroy all copies of the Software (including any part of the Software on any media). The Licensor shall have the right to unilaterally block the Software in the event the Licensee violates this requirement.
10.3. The Licensee may, at any time, unilaterally terminate this Agreement with the Licensor mandatory notification at least 30 days prior to the date of termination. In that case the Licensee must destroy all copies of the Software (including any part of the Software on any media). The Licensor shall have the right to unilaterally block the Software in the event the Licensee violates this requirement.
10.4. In the event of termination of this Agreement in accordance to clause 9.1, the license fees paid by the Licensee for the granted rights are not refundable.
10.5. The duration of this Agreement is set for a period, which minimally includes the duration of the non-exclusive licenses in accordance to the Orders. If the period of validity of a particular non-exclusive license finishes while other non-exclusive licenses remain valid, this Agreement shall terminate only in the part of that license. The signing of the new Order and the provision of non-exclusive licenses for a longer duration automatically extends the term of this Agreement. The agreement shall enter into force upon signature by the parties. The Agreement could be extended according to the bilateral covenant.
11.1. All notices , bills, supplemental agreements and other documents related to the implementation of this Agreement, sent by fax or by email to the authorized contact addresses specified in this Agreement shall be deemed to have been duly and are valid as the original.
11.2. The Agreement has been concluded in two copies in the English language, one copy for each Party.
11.3. In case company details (such as its name, legal address, bank account, etc.) change, each Party shall notify in the other Party within five days after these changes came into effect.
11.4. In all other unforeseen cases this Agreement shall be governed by the legislation of the Russian Federation.
- ADDRESSES AND BANK DETAILS OF THE PARTIES
Limited Liability Company “Sputnik-technika”
Reg.No. 1086671019357 Vat. No 6671276294
Principal address: Khokhryakova street, 74, Block B, office 702, 620014, Russia
Phone/Fax: +7 (495) 223-04-27
Email: [email protected]