Licensed Offer Agreement

on the granting of the right to use the Alfa CRM Service

Before starting any use of the following service (programs for a computer) carefully read the terms of its use, contained in this Agreement. Installation, launch or other start of use Programs (service) means the proper conclusion of this Agreement and your full agreement to all of its terms. If you disagree unconditionally accept the terms of this Agreement, therefore you are not entitled to use the Program (service).

g. Novosibirsk
August 05, 2019

By this document VOSTOK INNOVACII Limited Liability Company , hereinafter referred to as "Licensee" , represented by Director Alexander Korotaev Vasilievich, acting on the basis of the Charter, expresses its intention to conclude an agreement on granting the right to use the service ALFACRM with Sublicensees to the terms of this offer (hereinafter - Agreement ).

1. Terms and definitions

1.1. Offer - a formal offer of a certain person (provider) to a certain person (acceptor), to a limited or unlimited number of persons to conclude a transaction (agreement) indicating all necessary conditions for this.

1.2. Offer Acceptance - full and unconditional acceptance of the Offer by taking actions, specified in section 6 of the Offer. Offer Acceptance creates a Agreement on the terms of the Offer .

1.3. Service is a collection of interconnected web pages hosted on the Internet at a unique address (URL): https://alfacrm.com, a cloud-based CRM system that allows the sublicense company to store and process the data of its customers, in accordance with the requirements legislation on the protection of personal data.

1.4. Licensee - owner of the ALFACRM resource (https://alfacrm.com) - VOSTOK INNOVACII LLC TIN 5404029565, holder of exclusive rights to the Alfa CRM Service, which manages Service and interaction with Sublicensees, as well as performing other actions related to use of the Service, which provides for a fee the right to use the Service in in accordance with the terms of this Agreement.

1.5. Sublicensee - a person, as well as employees (clients) of this person who lawfully own the data access to the Service, using the Service on a reimbursable basis in the ways established by this agreement, within the limits established by this Agreement.

1.6. Non-exclusive License - granting the Sublicensee the right to use the Service with retention of the Licensee's right to issue licenses to other persons.

1.7. Information - any information and content posted on the Service.

1.8. Account - a record stored on the Service website containing information necessary to identify the Sublicensee when granting access for use Service, information for Authorization and accounting in the Service. To such a record, including includes a username and password (or other similar means of authentication).

1.9. Terms not specifically defined in this Agreement are used in the meanings, established by the regulatory legal acts of the Russian Federation.

2. Subject of the contract

2.1. The Licensee grants the Sublicensee, for a fee, in the manner and on the terms set forth in this Agreement, as well as in accordance with the provisions of Part 4 of the Civil Code of the Russian Federation, non-exclusive urgent rights (simple non-exclusive license) to use the Service.

2.2. Access to the Service can be provided for a period from one month to a year with the possibility prolongation.

2.3. The service includes the following set of functions:

2.3.1 Login in your personal account :

  • Secure HTTPS communication protocol;
  • SMS and e-mail notifications;

2.3.2. Customer base :

  • Search in the base;
  • View detailed information about a client;
  • Adding, editing customer information;
  • View client change history;

2.3.3. Employee base :

  • Adding, deleting, editing employees;
  • Granting, blocking access to an employee;
  • Viewing the history of employee actions;

2.3.4. Calendar Planner :

  • View calendar;
  • Create, edit, delete a record;
  • Change record status;
  • View change history;

2.4. The Licensee has the right to supplement the functionality of the Service without prior Sublicensee notices.

2.5. Access to the Service is carried out through the personal account of the Sublicensee under Internet address: https://alfacrm.com.

3. Warranties of the parties

3.1. The Licensee guarantees that he is the proper copyright holder of the Service. Licensee also guarantees that the Service does not use elements that violate the rights of third parties.

3.2. License for the right to use the Service provided under this Agreement, acts on the territory of all countries of the world without restrictions.

3.3. The Licensee guarantees the possibility of permanent access to the Service during the period of validity of this Agreement and protection of information related to the Sublicensee and his clients.

3.4. The Licensee guarantees that the security measures applied in the Service comply with requirements for information systems of personal data of the 3rd level security.

3.5. The Sublicensee, in turn, guarantees the use of the Service in the manner and within the time frame, established by this Agreement, in compliance with the terms of the Agreement on Exclusive Rights Licensee for the Service.

3.6. By posting personal, other data and information in the Service, the Sublicensee agrees that the Licensee (and / or his authorized representatives) will receive and store in electronic form the personal data of the Sublicensee and his clients on behalf of the Sublicensee. The purpose of the processing by the Licensee of the personal data of the Sublicensee and his clients is only to provide an opportunity to use the Service, in accordance with the terms of the Agreement.

3.7. The Sublicensee agrees that the Licensee will send to the Sublicensee correspondence to the e-mail address indicated by him, information about the and its partners promotions and other information.

4. Rights and obligations of the parties

4.1. By the right to use the Service, the Parties mean the transfer to the Sublicensee following rights:

  • use of the Service in accordance with the terms of this Agreement

4.2. In the process of using the Service, the Sublicensee undertakes:

  • pay the license fee in a timely manner and in the manner prescribed by this Agreement;
  • not to violate the exclusive rights to the Service belonging to the Licensee by right of ownership;
  • not transfer the rights to use the Service to the Sublicensees;
  • do not transfer access data to the Service to third parties;
  • allow only employees who need such access to perform their official duties assigned by order to work with the Service in terms of processing personal data;
  • define for each employee who has access to the Service a security role within the minimum required for work;
  • change the password for accessing the Service every 6 months;
  • keep access passwords secret;
  • to ensure control of physical access to the premises where the work in the Service takes place;
  • ensure the placement of information input devices in the Service, excluding its unauthorized viewing;
  • collect and store consent to the processing of personal data of individual subjects who are clients of the Sublicensee, before starting the processing of such data in the Service;
  • in case of technical problems, as well as lack of access to the Service, the Sublicensee undertakes to immediately contact the technical support service at the email address: support@alfacrm.com

In case of early termination of the agreement or refusal to prolong it, the Sublicensee is obliged to copy all his data to his own resource.

4.3. The licensee undertakes:

  • ensure round-the-clock and uninterrupted operation of the Service on the Internet;
  • ensure the daily copying of the Sublicensee's data and their restoration in the event of their loss. The storage period for backups is 7 days. In case of restoration of a backup copy on the initiative of the Sublicensee, a separate tariff is provided;
  • to provide storage of the Sublicensee's data archive. The storage obligations of the Sublicensee are limited by the term of the license. If the license is terminated due to the refusal of the Sublicensee to renew it, the information is stored on the Service for 1 (one month) from the date of the license expiration, after which the data is deleted permanently;
  • ensure the safety of data related to the Sublicensee, and under no circumstances transfer them to third parties, except for requests from public authorities received in accordance with the established procedure;

5. License Fee

5.1. The Sublicensee pays the Licensee a fee for the provision of non-exclusive urgent rights (simple non-exclusive license) to use the Service.

5.2. The cost and periods of payment of remuneration for using the Service are posted on the Licensee's website. at https://alfacrm.com/tariff.

5.3. The Sublicensee pays the Licensee 100% of the remuneration specified in the Licensee's fee. invoice for payment by wire transfer of funds to the bank account of the Licensee or by credit card via the Internet. Payment of the invoice is consent Sublicensee for the amount of remuneration.

5.4. The licensee reserves the right to change the amount of the license fee by notifying about this the Sublicensee no later than 10 days before the expiration of the paid term of use Service via SMS or email notification.

5.5. Payment for a new period of using the service at the changed tariffs is consent Sublicensee for the amount of remuneration and prolongation of the agreement on the changed conditions.

5.6. If the Sublicensee does not use the Service, both in general and in part for reasons not depending on the Licensee, the received license fee is non-refundable.

6. Offer acceptance

6.1. The Sublicensee accepts the Offer on the website https://alfacrm.com/register.

6.2. The contract is considered concluded from the moment the person commits actions to establish an account records - the introduction of a username and phone number, meaning complete and unconditional acceptance by the person of all the terms of this Agreement without any exceptions and / or restrictions, in accordance with the provisions of the current Civil Code of the Russian Federation.

7. Registration, account security

7.1. Registration of the Sublicensee in the Service is carried out by filling in the appropriate registration form. When registering in the Service, the Sublicensee enters the username, address e-mail and password, that is, it starts an account.

7.2. The Sublicensee undertakes to reflect in the registration form true, complete and accurate information about yourself and keep this information up to date.

7.3. The Sublicensee agrees that the security of the login and password directly depends on their complexity (number and variation of characters).

7.4. The Sublicensee agrees that he is solely responsible for preserving the confidentiality of the login and password associated with his personal account used them to access the Service. Also, the Sublicensee agrees that he bears the exclusive responsibility to the Licensee for all actions that are performed while using it (Sublicensee) account.

7.5. The activation of the Sublicensee's account in the Service is made after payment of the license rewards.

7.6. If the Sublicensee becomes aware of any unauthorized use his password, login or personal account details, the Sublicensee undertakes to immediately notify the Licensee about this by sending an appropriate e-mail to the address: support@alfacrm.com.

7.7. The sub-licensee undertakes not to post (and in case of posting, to independently bear responsibility in full) in the Service email addresses, and other personal information of any third parties without their personal consent to such actions.

7.8. Restricting access to the API. Can't make more than 5 API requests per second in total for all methods. In case of suspicious activity through the API, the Licensee has the right to block access to the API for the Sublicensee's account.

8. Responsibility of the parties

8.1. For non-fulfillment or improper fulfillment by the Parties of the obligations assumed in in accordance with this Agreement, the Parties are responsible in accordance with the current Russian law and this Agreement.

8.2. The licensee is not responsible for any losses (including losses in connection with non-receipt of profit, loss of business information, causing any property damage), arising from the Sublicensee in connection with the use or inability to use it Service.

8.3. The licensee is not responsible for the quality of communication channels, settings of Internet browsers, as well as for interruptions in work occurring for reasons beyond the control of the Licensee.

8.4. In case of violation by the Sublicensee of clauses 4.1.-4.2. of this Agreement, the Licensee has the right to cancel the right to use the Service by the Sublicensee without prior notice and without return remuneration paid to the Licensee.

8.5. If the Sublicensee has a suspicion of unauthorized use of the Service, he undertakes to immediately notify the Licensee so that the latter can block accounts of the Sublicensee until the circumstances of obtaining access to the Service by third parties are clarified by persons. Until such notice is received, the Licensee acknowledges the use of the Service with the consent of the Sublicensee.

8.6. The Licensee is not responsible for SMS messages sent by the Sublicensee through the Licensee's Service. or through the Service of third parties. Responsibility for sending SMS messages as advertising, and of any other nature, on the fact of sending and on their content, is borne by the Sublicensee.

8.7. The Sublicensee is responsible for any information (including, but not limited to: data files, texts, etc.), which he provided for placement in the part of the Service, to which he can have access to.

8.8. In all circumstances, the Licensee's liability pursuant to Article 15 Of the Civil Code of Russia cannot exceed 5,000 (five thousand) rubles and is assigned to him in the presence of guilt in his actions.

8.9. The provisions of this Agreement do not exclude or limit the liability of the Licensee. for causing damages to the extent that such liability cannot be excluded or it cannot be limited by applicable law.

9. Force majeure

9.1. The Parties are exempt from liability for non-fulfillment or improper fulfillment of their obligations under this Agreement in the event of force majeure circumstances that directly or indirectly interfere with the fulfillment of this Agreement, that is, such circumstances that do not depend on the will of the Parties, extraordinary and unavoidable phenomena, events, the impact of which occurs from the outside and does not depend on subjective factors, could not have been foreseen by the Parties at the time of the conclusion of the Agreement and prevented by reasonable means when they occurred (force majeure).

9.2. To the circumstances specified in clause 9.1. of this Agreement, include: natural disasters, hurricanes, avalanches, epidemics, earthquakes, floods, other natural disasters, as well as military actions, large-scale strikes, state prohibitive measures, acts of authorities directly affecting the subject of this Agreement.

9.3. Force majeure circumstances do not include financial and economic crisis, underfunding or other financial difficulties of one of the Parties.

9.4. If one of the Parties is unable to fulfill its obligations due to force majeure, it must, within 5 (five) calendar days from the date of the occurrence of such events, notify the other Party in writing about the nature of the events and the estimated period of their validity.

9.5. In the event of force majeure circumstances, the term of fulfillment of obligations under this Agreement is postponed for the period of validity of these circumstances.

9.6. If force majeure circumstances continue to operate for more than 2 (two) months in a row, each of the Parties has the right to terminate this Agreement unilaterally by sending the other Party a corresponding notification. Failure to notify or untimely notification of the Party about the beginning of force majeure circumstances deprives it of the right to refer to them as a basis exempting from liability for failure to fulfill obligations under this Agreement.

9.7. In the event of a dispute about the time of the onset, timing and end of certain force majeure circumstances, the conclusion of the competent authority at the location of the relevant Party will be a proper and sufficient confirmation of the beginning, duration and end of these circumstances.

10. Terms of termination of this agreement

10.1. Each of the Parties has the right to early terminate this Agreement by sending notice at least 10 (ten) calendar days prior to the expected date of termination.

10.2. In the event of termination of the Agreement by the Licensee in the absence of culpable actions The Sublicensee, the Licensee compensates for the unused temporary resource of access to the Service, in proportion to the amount of remuneration for the relevant period.

10.3. In case of termination of the Agreement by the Licensee due to violations of the terms of the Agreement Sublicensee, no refunds will be made.

10.4. In case of termination of the Agreement by the Sublicensee, in the absence of violations of the terms Of the Agreement from the side of the Licensee, no refund is made.

11. Dispute Resolution

11.1. The parties are obliged to make every effort to negotiate all disagreements and disputes that may arise under this agreement, in connection with it or in the result of its execution.

11.2. Disputes and disagreements that cannot be resolved through negotiations are resolved in court order with the obligatory observance of the claim procedure. Deadline for filing a claim 14 (fourteen) calendar days.

11.3. If no agreement is reached through negotiations, the dispute is referred to Arbitration Court of the Russian Federation.

12. Other conditions

12.1. The agreement comes into force from the moment of registration of the account, and is valid for the period of the Sublicensee's right to use the Service under this Agreement.

12.2. The use of the Service is possible free of charge until the payment of the license remuneration, and after the expiration of the payment period.

12.3. The Licensee undertakes to inform the Sublicensee of changes (additions) to the terms of the offer agreement, publishing the new version on the Internet at: https://alfacrm.com. Changes and additions to this Agreement come into force from the moment of their publication.

12.4. The Sublicensee understands and agrees that if he uses the Service after the date making the appropriate changes to this Agreement, this will be regarded as a fact acceptance by the Sublicensee of the amended terms of the Agreement.

12.5. The Sublicensee has the right to refuse to accept changes and additions, which means a refusal Sublicensee from using the Service. The Sublicensee's right to use the Service remains until the expiration of the paid period for using the Service.

12.6. In everything that is not specified in this Agreement, the Parties are guided by the current the legislation of the Russian Federation.

12.7. If any of the provisions of the Agreement becomes invalid, this does not affect the validity of the remaining provisions of the Agreement.

12.8. When changing the name, address, bank details or reorganization of the Party inform each other in writing or via e-mail within three days term.

12.9. Without conflicting with the terms of the Offer, the Licensee and the Sublicensee have the right to any time to draw up the Agreement in the form of a written bilateral document.

12.10. Termination of this Agreement on the initiative of the Sublicensee is not the basis for return of the paid remuneration. In accordance with paragraph 4 of Art. 453 of the Civil Code of the Russian Federation, the Sublicensee has no right to demand from the Licensee the return of money paid as a license fee under this Agreement, if the Licensee fulfills the obligations under this Agreement (provision of non-exclusive term rights - a simple non-exclusive license to use the software in accordance with paragraph 1 of Art. 1286 of the Civil Code

13. Address and bank details of the licensee

VOSTOK INNOVACII LLC
Address: Russia, 630005, Novosibirsk, Kamenskaya st., 53, office 407

INN 5404029565
KPP 540601001
PSRN 1165476067822

POINT OF PJSC BANK OTKRITIE FC
p \ s 40702810204500003357
k \ s 30101810845250000999
BIK 044525999

Director: Korotaev Alexander Vasilievich

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