License agreement

This document is a public offer - an offer to conclude a license agreement (hereinafter referred to as the Agreement) between the Limited Liability Company "Kuform" INN 5609196302, address: Orenburg region, city. Orenburg city, Orenburg, st. Berezka, D. 2/5, room. 18 (hereinafter referred to as the Copyright Holder), represented by Director Alexander Olegovich Zuev, acting on the basis of the Charter, and by you (hereinafter referred to as the Licensee) on the terms set out in this offer without any changes or additions. Unconditional acceptance of the terms of the Agreement and its entry into force is registration on the Site, payment of the License fee and installation (without the possibility of copying) of the software.

1. Terms and definitions used in the Agreement:

The parties have determined that the terms used in the Agreement will have the following meanings:

1.1. Website is an Internet resource located at the domain address https://ru.qform.io/ , which is owned and administered by the Copyright Holder.

1.2. The Licensee's website is the Licensee's Internet resource, accessible via the Internet, on which the QForm Software Product is installed.

1.3. Software – a computer program (a set of computer programs) under the general name “QForm Service”, the exclusive right to which belongs to the Copyright Holder, the functional description and capabilities of which are indicated on the website https://ru.qform.io/ . The software allows the Customer to create marketing surveys and video content to clarify the needs of users of the Customer’s website and familiarize them with the range of goods, works, and services offered by the Customer, as well as to obtain contact information for users, and post them on the Customer’s website (hereinafter referred to as the QForm service). Access to the software is provided through your Personal Account after completing the registration procedure on the Site.

1.4. Copyright holder - Limited Liability Company "Kuform", which is the owner of the exclusive right to the software.

1.5. Licensee - a legal entity, individual entrepreneur, individual who has accepted the terms of this Agreement, who is granted the right to use the Software by the Copyright Holder under the terms of a simple (non-exclusive) license within the limits provided for in this Agreement.

1.6. Agreement – this license agreement with all appendices (additions) to it.

1.7. Tariff - a set of parameters expressed in monetary or other equivalent for providing access to the Software in accordance with the Agreement, indicated on the Site.

1.8. Software options – functions of the corresponding software modules, the Licensee’s right to use which is granted to the Licensee in accordance with the order for the purchase of the License, issued in the Personal Account.

1.9. License - a simple (non-exclusive) license - the right to use the software under the conditions provided for in the Agreement for a specific website of the Licensee. A perpetual License means a simple (non-exclusive) license for the entire duration of the exclusive right to the Software.

1.10. License fee – a fee paid by the Licensee to the Copyright Holder for the provision of a Software License under this Agreement. The Licensee can view the calculation of the License Fee on the website https://ru.qform.io/ .

1.11. Territory – the territory within which the Licensee has the right to use the Software in accordance with the terms of the Agreement.

1.12. Personal Account – a section of the Licensee, accessible for entry only by entering the login and password specified by the Licensee independently after concluding this Agreement, located on the Site.

1.13. Acceptance and transfer certificate – an act certifying the provision of a License to the Licensee under this Agreement. The date of transfer of the Transfer and Acceptance Certificate to the Licensee is considered to be the date of posting of the Transfer and Acceptance Certificate in the Personal Account.

1.14. Software update – improvements to the current version of the software developed by the Copyright Holder in order to ensure its uninterrupted operation, eliminate deficiencies and modernize the operation of the current version of the software.

1.15. Additional software – additional software components and software solutions provided by the Copyright Holder that expand the functionality of the Software, which can be used both together with the Software and independently of it, and the use of which may require the purchase of a separate license or an extension of the current License. Additional software is provided in accordance with the terms and conditions for the provision of additional software specified on the Site in the appropriate section.

1.16. Accounting period – a period of time equal to one calendar month. Used as a unit of accounting in the formation of legal and reporting documents.

1.17. Civil Code of the Russian Federation – Civil Code of the Russian Federation.

1.18. Agent is a person authorized by the Copyright Holder to search for and attract licensees under the terms of this Agreement, to sign license agreements with such persons, issue invoices to them, monitor compliance with obligations to pay the License fee, as well as perform other instructions specified in the relevant agency agreement concluded between the Copyright Holder and Agent. Other terms used in this Agreement are used in the sense in which they are used in the legislation and other regulations of the Russian Federation.

2. Subject of the Agreement

2.1. The Copyright Holder grants the Licensee, under the terms of a simple (non-exclusive) license, the right to use the software in accordance with the provisions of Article 1280 of the Civil Code of the Russian Federation, including reproduction of the software by integrating it onto the Licensee’s website (hereinafter also referred to as the License). The Licensee may also be granted, under the terms of a simple (non-exclusive) license, the right to use Additional Software under the terms of this Agreement and the conditions for the provision of Additional Software specified on the Site in the relevant section.

2.2. An order for the purchase of a License under the terms of the appropriate Tariff is carried out by the Licensee through the Personal Account, access to which is provided to the Licensee after registration or authorization on the Site, using the Copyright Holder’s automated system on the Site.

2.3. The name of the software in respect of which the License will be provided, the term of the License and the amount of the License fee are indicated in the Tariff selected by the Licensee on the Site.

2.4. The license is granted to the Licensee without the right to grant sublicenses for the duration of the Tariff.

2.5. The License begins to be valid from the date of receipt of the License fee to the current account of the Copyright Holder and is valid for the duration of the Tariff chosen by the Licensee. The validity period of the License is automatically extended for the duration of the subsequent Tariff paid by the Licensee in the manner and under the terms of Section 5 and other provisions of this Agreement, an unlimited number of times. If, at the end of the validity period of the last Tariff paid by the Licensee, the Licensee does not pay the License fee for the new Tariff, the License is suspended until the corresponding License fee for the new Tariff is paid.

2.6. The parties agreed that for the correct operation (functioning) of the software it is necessary to connect the Licensee’s device and/or server to the Internet

2.7. The Parties have a clear understanding that under this Agreement the Copyright Holder grants the Licensee the right to use the Software in accordance with the Tariff and the Agreement, and the Licensee undertakes to pay the License fee provided for in the selected Tariff for the granted right, regardless of the actual use of the Software.

2.8. The Software License also applies to Software Updates developed by the Copyright Holder to improve the current version of the Software in order to ensure its uninterrupted operation, eliminate deficiencies and modernize the operation of the current version of the Software, as well as additional components that may be provided or access to which may be provided by the Copyright Holder, if the right to use such updates, additions, additional components is not transferred on the basis of independent agreements concluded between the Copyright Holder and the Licensee (for example, in relation to Software Updates provided for a fee, which the Licensee can choose on the Site).

2.9. The parties hereby determine that the Copyright Holder does not guarantee compliance of the Software with the expectations and (or) representations of the Customer and (or) third parties.

3. Software update

3.1. The copyright holder may periodically release software updates, the installation of which allows you to eliminate identified errors in the operation of the software, expand its functionality, etc.

3.2. Downloading and installation of software updates is carried out automatically (unless otherwise provided by this Agreement), provided that the Licensee's server on which the software is installed is connected to the Internet.

3.3. All software updates are available for download during the entire period of use of the software (the term of the License Package) chosen by the Licensee, unless a different period is determined by the Copyright Holder at its own discretion.

3.4. Software updates purchased by the Licensee under the terms of a perpetual License are provided for an additional fee in accordance with the Tariffs indicated on the Site.

3.5. In the event that the Licensee intends to purchase Software Updates, the right to use which is granted to the Licensee under the terms of a perpetual License, the Licensee must pay for the Software Updates within 5 (five) business days from the date of purchase.

3.6. The cost of Software Updates, which are purchased by the Licensee along with the License for the duration of the Tariff, are included in the cost of such Tariff.

3.7. Updating of Additional Software is carried out in accordance with the terms of provision of Additional Software or is agreed upon by the Parties separately (including by email).

4. Rights and obligations of the Parties

4.1. The licensee is obliged:

4.1.1. not to use the Software in a manner and/or in ways not provided to it by the Copyright Holder under the Agreement;

4.1.2. do not provide access to the software to third parties. If the software is installed on the Licensee's device and/or server, the Licensee undertakes to ensure the safety of the software, as well as to ensure that the software is not accessible to third parties. The Copyright Holder is not responsible for direct or indirect damage caused to the Licensee resulting from unauthorized access of third parties to the software, device/server of the Licensee, including using identification data (login and password provided to the Licensee by the Copyright Holder to access the Personal Account). In the event of termination of this Agreement, the Licensee is obliged to remove the Software from all of its devices/servers within 3 (three) calendar days;

4.1.3. ensure a stable connection to the Internet of the device and/or server on which the software is installed to ensure the Copyright Holder’s ability to comply with the terms of this Agreement. If there is no connection to the Internet of the device and/or server on which the software is installed, the Copyright Holder is not responsible for the inability to fulfill its obligations under the Agreement;

4.1.4. pay the License fee promptly and in full in accordance with the terms of the Agreement;

4.1.5. without a properly executed and in accordance with the law instruction of the Licensee and (or) a request (demand, order, etc.) of the competent authority, do not transfer to anyone the personal data of third parties that became known to him during the provision of the Services.

4.2. The licensee has the right:

4.2.1. use the Software in accordance with the Agreement;

4.2.2. reproduce the software on devices and/or servers owned by it, a website, in the amount of no more than one copy of the software on one website of the Licensee under one Agreement.

4.3. The copyright holder is obliged:

4.3.1. grant the Licensee the right to use the Software (License) to the extent and within the time limits provided for in this Agreement and its Appendices;

4.3.2. notify the Licensee by posting an information message on the Site about malfunctions in the functioning of the Software;

4.3.3. provide the Licensee with access to the Software after concluding the Agreement and paying the License fee;

4.3.4. upload to the Personal Account the Transfer and Acceptance Certificate signed by the Copyright Holder, confirming that the Licensee has been granted the right to use the Software (License), after receiving the License Fee and providing the Licensee with first access to the Software. When the Licensee purchases additional (new) Tariffs within the framework of one agreement, signing a new Transfer and Acceptance Certificate is not required; the right to use the software is granted to the Licensee automatically by extending its validity to additional (new) Tariffs, unless otherwise additionally agreed upon by the Parties.

4.4. The copyright holder has the right:

4.4.1. in order to maintain the functioning of the Software, enter into agreements with third parties, while being responsible to the Licensee for the fulfillment by such third parties of the terms of the Agreement;

4.4.2. perform Software Updates, provided that access to the updated version of the Software will be provided to the Licensee automatically without (with) additional payment, unless otherwise provided by this Agreement or the tariff;

4.4.3. require the Licensee to provide information necessary for the execution of this Agreement;

4.4.4. timely receive the License fee for providing the License under the Agreement;

4.4.5 in cases where the contrary is not directly provided for in the Agreement and (or) its Appendices, determine unilaterally, out of court, the terms of the Agreement (rule of conduct) governing the relationship of the parties to the Agreement in the situation that has arisen. A condition of the agreement created in this manner will be binding on the parties to the Agreement as if it had been initially provided for by the Agreement itself (or) the parties subsequently entered into the necessary additional agreement to this effect to the Agreement;

4.4.6 in cases where the Agreement does not directly provide for objective criteria for assessing the quality of services, determine unilaterally, out of court, the quality, compliance of services with the terms of the Agreement, acceptability, reasonableness, sufficiency, etc.

5. License fee and payment procedure under the Agreement

5.1. The amount of the License fee for the provision of a Software License under the Agreement is calculated based on the Tariffs, parameters selected by the Licensee on the Site independently, as well as other data specified by the Licensee independently and agreed upon by the Parties.

5.2. The licensor has the right to change the tariff under the conditions specified on the website.

5.3. The license fee is transferred by the Licensee to the Copyright Holder's bank account specified in the Invoice issued and sent by the Copyright Holder through the Licensee's Personal Account, in accordance with clause 5.4 of this Agreement.

5.4. Payment of the License fee under the Agreement is carried out by the Licensee in one of the following ways, the choice of which is made by the Licensee:

5.4.1. by paying the License fee in full at a time for the entire term of the Agreement (“perpetual license”);

5.4.2. by paying the License Fee in full at a time for the entire validity period of the Selected Tariff;

5.4.3. by making equal monthly payments in the amount determined in the relevant Tariff within 5 (five) business days before the start date of each Accounting Period during the validity period of the Tariff. In this case, payment for the first Accounting period is carried out by the Licensee on the basis of an invoice issued simultaneously with the formation of this Agreement, or by transferring funds using a special form, which the Licensee accesses from the Site.

5.5. The licensee independently chooses the payment procedure from the options presented. When choosing the automatic payment function, the fee is debited from the Licensee's account in the amount and after the period determined by the selected tariff. Automatic payment functions (automatic payment renewal) continue to operate until the Licensee disables this function in the personal account. Failure to timely disable the automatic payment function is not grounds for returning the debited funds to the Licensee.

5.6. To correctly account for the License Fee at the time of payment of the Tariff under the Agreement, the purpose of payment must indicate the name of the Licensee and his details, the account number identifying the payment. The licensee must enter into the payment document the exact data specified in the purpose of payment in the invoice issued to him for payment. In the absence or incorrect indication of the data listed in this paragraph, the Copyright Holder has the right to assume that the payment obligations have not been properly fulfilled by the Licensee. The Copyright Holder is not responsible for losses that may arise to the Licensee or third parties in the event of an incorrect indication of the purpose of payment. In the case of online payment of the License fee, which is carried out by an employee/representative of the Licensee in the User’s Personal Account, the Licensee accepts responsibility for the actions of such employee/representative and guarantees that the purpose of payment will indicate the number and date of the invoice issued by the Copyright Holder to the Licensee, or the name of the Licensee and the number of this Agreement. In the future, the payment identifier will be the invoice number issued to the Licensee.

5.7. Payment obligations are considered fulfilled by the Licensee from the date of receipt of the corresponding amount of funds to the current account of the Copyright Holder.

5.8. The Licensee agrees that if the Copyright Holder has fulfilled its obligations under the Agreement, the License fee paid by the Licensee under the Agreement will not be returned under any circumstances.

6. Dispute resolution. Responsibility

6.1. In the event of disagreements and disputes between the Parties on issues provided for in this Agreement or in connection with it, the Parties will take all measures to resolve them through negotiations.

6.2. All unresolved disputes between the Parties are subject to consideration by the Arbitration Court of the Orenburg Region.

6.3. Under no circumstances does the Copyright Holder bear any responsibility for lost profits, direct or indirect losses incurred by the Licensee when working with the Software, as well as for losses associated with the revocation of the License (termination of this Agreement) for the Software. The copyright holder does not guarantee the absence of errors or their correction. The Software is provided in its original form existing on the date of conclusion of this Agreement.

6.4. The Licensee fully assumes the risk of the consequences of using the software, including their interaction with other software installed on the device and/or server, the Licensee’s website, and agrees that the result of using the software may not meet the Licensee’s expectations.

6.5. Under no circumstances shall the Copyright Holder be liable for any damage or loss (including, but not limited to, lost profits, losses caused by loss of confidential or other information) arising in connection with the use or inability to use the Software, including in the event of failure of operation Software, even if the Licensee has provided notice of the likelihood of such damage and/or losses.

6.6. The copyright holder is not liable to any persons for unlawful actions of third parties, temporary technical failures and interruptions in the operation of the Software caused by problems with communication lines, other similar failures, as well as for malfunctions of the equipment with which the Software is used.

6.7. In the event of failure or untimely fulfillment by the Licensee of any financial obligations specified in this Agreement, the Copyright Holder reserves the right to demand from the Licensee payment of a penalty in the amount of 0.1% (one tenth of one percent) of the amount owed for each day of delay in payment.

6.8. The parties are released from liability for non-fulfillment or improper fulfillment of obligations under this Agreement, provided that proper fulfillment turned out to be impossible due to force majeure, that is, emergency and unavoidable circumstances (force majeure) - fire, flood, earthquake, other natural phenomena, as well as issuance of legislative and (or) by-laws, and other circumstances beyond the control of the Parties and entailing a significant change in the conditions from which the Parties proceeded when concluding this Agreement, including military actions on the territory of the Russian Federation.

6.9. In the event of force majeure circumstances specified in clause 6.8. of the Agreement, the Party affected by them is obliged to notify the other Party about this no later than 5 (five) calendar days from the date of their occurrence. The fact of force majeure is confirmed by a document from the relevant competent authority.

6.10. The Licensee is responsible for the safety of the username and password, including guaranteeing the authenticity and ownership of the email address specified by him in this Agreement, as well as for everything that will be done in the User’s Personal Account after authorization using his username and password. If the login and (or) password is transferred to a third party, the Licensee bears all responsibility for the actions of the third party as if it were his own. The Parties recognize all actions performed using the Licensee's login and password as actions performed by the Licensee.

6.11. If, as a result of the actions of the Licensee, a judicial act imposes an obligation on the Copyright Holder to pay any amounts in favor of third parties, the Licensee is obliged, immediately after the entry into force of the judicial act, to reimburse the Copyright Holder for the amounts of such payments, all expenses incurred by the Copyright Holder in connection with participation in the court proceedings ( including the costs of paying remuneration to lawyers, experts, as well as the costs of reimbursing the plaintiff for the amount of state duty), as well as other losses.

6.12. For failure to fulfill (improper performance) of the duties provided for in paragraphs. 4.1.1., 4.1.2. of this Agreement, the Licensee is liable in the form of compensation for all losses (damage and lost profits), costs and expenses incurred by the Copyright Holder and/or third parties.

6.13. In the event of claims against the Licensee for copyright in the software and other claims of third parties caused by the Copyright Holder's violation of this Agreement, the Copyright Holder undertakes to take reasonable measures to resolve the conflict.

7. Duration of the Agreement. Grounds for termination of the Agreement

7.1. This Agreement comes into force from the moment of its conclusion and is valid for one year or until its termination by agreement of the Parties or unilaterally. The moment of concluding this Agreement is its acceptance by the Licensee, which recognizes the completion of any of the actions specified in the preamble of this Agreement.

7.2. The term of the Agreement is automatically extended for the next calendar year unless either Party sends a notice of intent to terminate the Agreement to the other Party at least 30 (thirty) calendar days before the expiration of the Agreement through the Personal Account. The validity period of this Agreement can be extended an unlimited number of times.

7.3. After the expiration of the tariff validity period paid by the Licensee and in the event of non-receipt of the License fee for a new Tariff, not lower, in terms of the number of applications, than the previous one, the Copyright Holder partially suspends access to the Software until the corresponding funds are received in the Copyright Holder’s current account and while maintaining limited access to the Personal Account – the “Documents” section, in which the Licensee can create a new Tariff, request an invoice, or go to the online payment section and pay the License Fee. If the Tariff is not purchased after a period of 365 (three hundred sixty-five) calendar days from the date of registration of the Licensee on the Site, access to the Personal Account may be terminated.

7.4. The Copyright Holder has the right at any time to unilaterally, out of court, refuse to execute this Agreement by notifying the Licensee. The notice specified in this paragraph of the Agreement must be sent to the Licensee's email address specified during registration on the Site, which is considered received by the Licensee, and this Agreement is accordingly terminated, on the 15th (fifteenth) calendar day from the date of sending the notice, if the Licensee has not received it more than early date. In this case, these circumstances occur from the moment of actual receipt of the notification by the Licensee. If the circumstances specified in this clause of the Agreement occur, agreement of the Parties on termination of this Agreement is not required.

7.5. In case of early termination of the Agreement, no amounts paid by the Licensee are refundable.

7.6. The Copyright Holder has the right to refuse Registration to the Licensee, block or delete the Licensee's account, prohibit access using the Licensee's account to certain services of the Site, and delete any content without giving reasons, including in the event of a violation by the Licensee of the terms of this Agreement and/or the User Agreement and /or legislation of the Russian Federation. The fact of violation is established by the Copyright Holder unilaterally, independently. The Licensee agrees to this procedure and undertakes to comply with the decision of the Copyright Holder. If the reasons that served as the basis for the blocking are eliminated, the Copyright Holder has the right to unblock access to the Licensee’s personal account while maintaining access to the paid Tariff.

7.7. Services provided by the Copyright Holder are considered provided in full and properly at the time the Licensee is provided with access to the Software with the appropriate functionality required by the Licensee.

8. Confidentiality and Intellectual Property

8.1. The parties have determined that they will maintain the confidentiality of information received by them during the execution of this Agreement, established in accordance with the current legislation of the Russian Federation

8.2. The party that violates the confidentiality conditions bears responsibility established by this Agreement and the current legislation of the Russian Federation.

8.3. An exception to the confidentiality conditions specified in this section of the Agreement are cases when the Copyright Holder is obliged to disclose information as part of the execution of contracts concluded with third parties, as well as in other cases when one of the Parties is obliged to disclose information in accordance with the requirements of the current legislation of the Russian Federation. Federation.

8.4. The site, its structure and design, individual design elements and interface, software operation algorithms and its source program codes (including parts thereof) are the intellectual property of the Copyright Holder. Any use thereof or use of the software in violation of the terms of this Agreement is considered a violation of the rights of the Copyright Holder and is sufficient grounds for the Copyright Holder’s unilateral refusal to execute this Agreement and the Copyright Holder submitting a written demand for compensation for damages, as well as payment of a fine in the amount of 500,000 (five hundred thousand) rubles .

8.5. Personal Information.

In accordance with the Federal Law of July 27, 2006. No. 152-FZ “On Personal Data”, Privacy Policy of Kuform LLC, posted on the website, the Customer, if he is an individual, hereby gives his consent to processing by the Contractor (including receiving from the Customer and/or any third parties, taking into account the requirements specified by this law) of the Customer’s personal data and confirms that, by giving such consent, he acts of his own will and in his own interest. Consent is given by the Customer from the moment of registration on the site and (or) taking other actions related to the use of the site’s capabilities.

8.5.1. The “QForm service” software, which provides the ability to collect and process personal and other data of visitors to the Licensee’s websites while preserving the rights and obligations of the operator to process the personal data of individuals transferred by them to the Licensor, is provided free of charge (hereinafter referred to as the basic function (a).

8.5.2. Software “QForm service”, which collects and processes personal and other data of visitors to the Licensor’s websites on behalf of the Copyright Holder, as an operator for the processing of personal and other data of website visitors, with the subsequent transfer of the specified data to the Licensor, subject to the appropriate consent of the subjects of personal data, as well as having other additional functions specified in Appendix 1, which is an integral part of this offer agreement, and formed depending on the needs of the Licensor, is provided on a paid basis.

9. Other conditions

9.1. The laws of the Russian Federation apply to the relations of the Parties on those issues that are not regulated or not fully regulated by this Agreement.

9.2. After the Licensee accepts the terms of the offer by filling out the relevant sections on the Site, the Copyright Holder provides the Licensee with a login and password to access the Personal Account, issues an invoice and uploads an invoice and an Acceptance Certificate to the Licensee through the Personal Account.

9.3. The Copyright Holder has the right at any time during the term of the Agreement to unilaterally change the terms of this Agreement, including the cost of hotel services, as well as documents referred to in this Agreement. In this case, no additional notification to the Licensee is required.

9.4. The Licensee agrees to the use by the Copyright Holder of references to the fact of concluding this Agreement, including by indicating the Licensee’s business name (abbreviated and/or full, in Russian and foreign languages), commercial designation and logos of the Licensee, on the Site, in presentations, press releases , advertising products of the Copyright Holder and other materials that promote the promotion and recognition of the Copyright Holder and the software.

9.5. The Parties agreed that all letters, notifications, notices, statements and other communications related to the execution of the Agreement, as well as invoices, additional agreements, changes to the terms of the Agreement and other documents related to the Agreement must be sent by the Parties to each other using the contact information provided each of the Parties and specified in the Agreement, by email, or by posting them in the Personal Account. If the Licensee does not indicate an email address and telephone number in the Agreement, the Copyright Holder will by default consider as appropriate the email address and telephone number specified by the Licensee when filling out the appropriate form on the Site at the time of acceptance of the Agreement. Any files attached to an e-mail are an integral part of this message. All messages and expressions of will sent through the Personal Account are recognized as equivalent to notifications made in simple written form.

9.6. The Licensee agrees to receive messages at the email addresses and telephone number specified during registration of the Personal Account about the following general events: Software updates, special offers, promotions, as well as other information.

9.7. The Licensee confirms that he has read and agrees with the User Agreement and Privacy Policy posted in the footer of the Site.