This document is an offer to conclude a license agreement for the grant of non-exclusive rights to use the Elbuz Jumper system on the terms set out below.
Kharkov, Ukraine, as amended on September 11, 2023
This agreement is addressed to legally capable persons who are registered on the Internet at https://elbuz.com ( and its subdomains), hereinafter referred to as the “Licensee”, and is the official and public offer of Individual Entrepreneur Valery Viktorovich Pochernin (certificate of state registration No. 989327/24800000000108791), hereinafter referred to as the “SaaS-provider”, have entered into this Agreement, the subject and conditions of which are specified in The Agreement and in the Appendices to this agreement (hereinafter referred to as the “Agreement”) on the following:
DEFINITIONS AND TERMS
1.1 The parties agreed on the following concepts and definitions specified in this Agreement:
1.2 “Agreement” is a public offer of a SaaS provider addressed to any person to enter into a license agreement with him (hereinafter referred to as the “Agreement”) on the existing conditions contained in the Agreement.
1.2.1 “Acceptance” - full and unconditional acceptance by the Licensee of the terms of the Agreement.
1.2.2 “SaaS provider” - sole proprietor Pochernin Valery Viktorovich, who entered into an Agreement with the Licensee for the right to use (simple (non-exclusive) license) of the System.
1.2.3 “Licensee” - a person who has entered into an Agreement with the SaaS provider on the terms and conditions contained in the offer.
1.2.4 The “Elbuz Jumper” system (hereinafter referred to as the “System”) is a set of cloud services, including a software package (software package, platform), built by a SaaS provider using web technologies and provided without downloading a distribution kit on the services SaaS provider.
1.2.5 SaaS (Software as a Service) - a model for providing the Licensee with access to the System using browsers or other programs using web protocols.
1.2.6 Accounting period – 30 days.
SUBJECT OF THE AGREEMENT
2.1 The subject of the Agreement is the provision by the SaaS provider to the Licensee, under the terms and to the extent specified in this Agreement, of non-exclusive rights to use the System located on the Internet site https:/ /elbuz.com , using SaaS technology for a fee paid by the Licensee according to the tariff plans of the SaaS provider.
2.2 The list and cost of the rights provided are indicated on the SaaS provider’s website.
2.3 The SaaS provider and the Licensee provide mutual guarantees of their rights and legal capacity necessary to conclude and execute this Agreement.
COST AND PAYMENT PROCEDURE
3.1 The cost (price) of the transferred rights to the System is indicated on the website of the SaaS provider. The cost is formed dynamically based on the volume of use of the System functions by the Licensee.
3.2 The moment of payment is the date of receipt of funds to the SaaS provider.
3.3 The Licensee makes the next prepayment for using the System 3 (three) business days before the start of the next accounting period. The beginning of the accounting period is calculated from the date of actual granting to the Licensee the right to use the System.
3.4 The SaaS provider and the Licensee do not sign the acts. Payment confirms the quality of services.
RIGHTS AND OBLIGATIONS OF THE PARTIES
4.1 The SaaS provider undertakes:
4.1.1 Provide the Licensee with access to the System by registering on the website with a unique name (login) and issuing a password (password) to log into the System and then create a separate account for work.
4.1.2 Provide the Licensee with information support on issues of working with the System through the SaaS provider forum.
4.1.3 Independently, timely and free of charge, update the current version of the System during the validity of the Agreement.
4.1.4 If technically possible, promptly eliminate possible software failures in the operation of the System at the request of the Licensee.
4.2 The SaaS provider has the right to:
4.2.1 Suspend the Licensee’s exercise of its right to use the System until payment is received.
4.2.2 Terminate the Agreement and refuse to provide the Licensee with the rights to use the System in case of violation of payment terms by the Licensee, or on other grounds provided for in this Agreement.
4.2.3 Release new releases and versions of the System, establish the conditions for their provision to the Licensee.
4.2.4 Make unilateral changes to this Agreement, including the cost of the rights granted to the System, by issuing new editions, notifying Licensees about this on its website https://elbuz.com .
4.3 The Licensee undertakes:
4.3.1 Pay for the right to access the System on the terms and conditions specified in this Agreement.
4.3.2 Use the System only within the limits of those rights and in the ways provided for in this Agreement.
4.4 The Licensee has the right:
4.4.1 Select the necessary functionality of the System, reflected on the SaaS provider’s website, taking into account its needs.
4.4.2 Request from the SaaS provider a Certificate of Granting the Right to Use the System.
PROCEDURE FOR GRANTING RIGHTS TO THE SYSTEM
5.1 The licensee registers on the website https://elbuz.com, after which the Licensee’s personal account is created, and the Licensee receives an email email from the SaaS provider login and password to access the System. The Parties consider such transfer to be the beginning of the testing period for the System instance, which can be a maximum of 14 (fourteen) calendar days.
5.2 During the test period of using the System, but no later than 14 (fourteen) calendar days, the Licensee places an order for the purchase of a simple (non-exclusive) license of the System by: filling out an electronic form in the System’s personal account (Cabinet menu, Balance, Payment tab) .
5.3 From the moment of placing the order in accordance with clause 5.2. of this Agreement, the acquisition of a simple (non-exclusive) license of the System is considered agreed upon.
5.4 The procedure for granting rights to the System:
5.4.1 The Licensee, before the expiration of the maximum testing period for the System instance, either acquires from the SaaS provider the rights to use the System (simple (non-exclusive) license) by paying the appropriate license fee, or refuses use of the System. A waiver of the right to use the System is the failure to pay the initial License fee, or failure to pay the payment deadline.
5.4.2 In case of refusal of the right to use the System, the SaaS provider blocks the Licensee’s actual access to use the System and/or stops posting the Licensee’s data on the Internet server.
5.4.3 Upon payment of the license fee, the SaaS provider provides the Licensee with access to the System on an ongoing basis for the duration of the paid accounting period. The beginning of the next accounting period is calculated from the date of receipt of payment to the SaaS provider from the Licensee in accordance with the terms of this Agreement.
RESPONSIBILITY OF THE PARTIES
6.1 The Parties are responsible for failure to fulfill or improper fulfillment of their obligations under this Agreement in the manner established by international legislation and the legislation of Ukraine.
6.2 The Licensee uses the System at its own risk. The SaaS provider does not accept responsibility for the suitability of the System for its intended use.
6.3 The SaaS provider provides basic information security for the Licensee's data within the limits determined by normal conditions.
6.4 The SaaS provider is not responsible:
6.4.1 For any actions of the Licensee related to the use of the System.
6.4.2 Before the Licensee for damage of any kind incurred by the Licensee due to the loss and/or disclosure of their data to access the System.
6.4.3 To the Licensee for delays and interruptions in service occurring directly or indirectly due to a cause that is beyond the reasonable control of the SaaS provider.
6.4.4 For the quality of services (in particular data transfer services) necessary to work with the System, if they are organized by third parties not involved by the SaaS provider.
6.5 The Licensee agrees that:
6.5.1 To work with the System it is necessary to use software (web browsers, operating systems, etc.) and equipment (personal computers, network equipment, etc.) produced and provided by third parties persons and the SaaS provider cannot be held responsible for the quality of their work.
6.5.2 No software is free from errors.
6.5.3 In case of data loss caused by the actions of the Licensee, data recovery is carried out upon request to the SaaS provider. Data recovery is carried out only if technically possible
7.1 The parties are released from liability for both partial and complete failure to fulfill (or improper fulfillment) their obligations under this Agreement , if such failure (or improper performance) was caused by force majeure (force majeure), namely: natural disasters, fire, flood, explosion, civil unrest, strikes, war, blockade or embargo, actions of the government or other government agencies , as well as other events that the Parties cannot foresee or prevent and which are beyond the influence of the Parties.
7.2 In the event of force majeure circumstances, the period for fulfilling obligations under the Agreement is extended in proportion to the duration of these circumstances.
7.3 If force majeure circumstances last for more than 20 (twenty) days, each of the Parties has the right to refuse further performance of its obligations under the Agreement, and in this case, neither Party will have the right to demand compensation from the other party for the damage caused damage.
7.4 A Party for which it has become impossible to fulfill its obligations under the Agreement due to force majeure circumstances must inform the other Party within two days about the beginning of these circumstances preventing the fulfillment of contractual obligations, and also notify within two days the other Party about their completion.
8.1 Disclosing Party – the Party that discloses confidential information to the other Party.
8.2 Receiving Party – the Party that receives confidential information from the other Party
8.3 The Parties hereby agree that confidential information is the terms of this Agreement and any information that the Parties exchanged in the process of concluding, executing and terminating the Agreement. During the term of this Agreement and for 3 (three) years after its termination, the Receiving Party undertakes not to disclose any confidential information received from the Disclosing Party without the prior written consent of the Disclosing Party. When any confidential information is disclosed to a third party with such consent, the Receiving Party disclosing such confidential information to the third party shall ensure that the third party has undertaken to maintain the confidentiality of such information on terms similar to those set forth in this section of the Agreement.
8.4 The Receiving Party, which has received any confidential information, including orally, provided that written communication regarding the confidentiality of such information has been received from the Disclosing Party, shall not disclose it, and undertakes to treat such information with the same degree of care and the care that is applied to its information of the same level of importance.
8.5 Information received by the Receiving Party shall not be treated as confidential and, accordingly, the Receiving Party shall have no obligation to maintain confidentiality with respect to such information if it satisfies one of the following characteristics:
8.5.1 information at the time of its the disclosure is publicly known;
8.5.2 the information is provided to the Receiving Party with a written indication that it is not confidential;
8.5.3 the information was obtained from any third party legally;
8.5.4 information may not be confidential in accordance with international law.
8.6 The Receiving Party has the right to disclose confidential information without the consent of the Disclosing Party:
8.6.1 to professional advisers (lawyers, auditors), provided that such persons have undertaken obligations to maintain the confidentiality of this information on conditions similar to those set out in this section of the Agreement, or are obliged to keep such information secret in accordance with international law;
8.6.2 information must be disclosed in accordance with the law, other regulatory legal act, judicial act, provided that the Party that received the information from the other Party notifies the other Party about it in advance in writing and confirming the need for such disclosure .
8.7 In the event of a violation of the confidentiality conditions of one of the Parties, such Party must compensate the second Party for real damage on the basis of a court decision that has entered into force.
PROCEDURE FOR RESOLVING DISPUTES
9.1 In the event of disputes arising under the terms provided for in this Agreement or in connection with it, the parties will take all measures to resolve them through negotiations.
9.2 If the parties cannot reach an agreement, then such disputes and disagreements must be resolved in court at the location of the SaaS provider (Kharkov, Ukraine) in the manner established by the current legislation of Ukraine.
9.3 The applicable law under this Agreement is the law of Ukraine.
TERM OF THE AGREEMENT
10.1 The Agreement comes into force from the moment the Licensee makes full and unconditional acceptance of the Agreement - payment of the license fee for the right to use (simple (non-exclusive) license.
10.2 The validity period of this of the Agreement will be the number of accounting periods.The extension of the validity period of this Agreement in this case occurs in the manner provided for in clause 3.4 of this Agreement.
TERMINATION OF THE AGREEMENT
11.1 The parties have the right to terminate this Agreement early by mutual written agreement.
11. 2 If the Licensee violates the terms of this Agreement, the SaaS provider has the right to unilaterally terminate the Agreement, of which it notifies the Party that violated the terms of the Agreement by sending a notification to the Licensee’s email address specified when registering on the site.
11.3 The Licensee has the right to terminate the agreement unilaterally at any time by notifying the SaaS provider 15 (fifteen) calendar days before the expected date of termination. Notice of termination of the contract is sent electronically to the email address: firstname.lastname@example.org.
12.1 The Parties agreed that when executing (amending, supplementing, terminating) this Agreement, it is allowed to use the signatures of representatives of the Parties, as well as their seals, using fax, mechanical or other means copying, electronic digital signature or other analogue of the handwritten signature of managers and seals of organizations. The Parties confirm that the annexes to the Agreement, signed and executed in the manner specified in this paragraph, have legal force and are binding on the Parties.
12.2 This Agreement is drawn up in original copies, one for each of the Parties, having equal legal force.
12.3 All annexes, amendments and additions to this Agreement are an integral part of it and acquire legal force if they are made in writing and signed by authorized representatives of the Parties.
12.4 The Parties recognize emails with copies of documents attached to them, sent from the email addresses specified in this Agreement, as documents equivalent to those posted on paper and signed with the handwritten signature of the Parties, and upon presentation they will be recognized as written evidence (so, as soon as the Parties themselves and their authorized persons have access to the appropriate means of communication - email addresses specified in this Agreement). When presenting them as evidence, it is enough to provide a printed electronic message, a document attached to it, certified by the signature of an authorized person and the seal of the Party presenting the evidence. Each Party accesses email using a password and undertakes to maintain its confidentiality. The moment of receipt of an email is the day and time of sending such a letter to any of the Parties.
12.5 The Parties have agreed that a handwritten signature, facsimile signature, electronic signature, copy of the signature of a person authorized to sign this Agreement have equal legal force on this Agreement, additional agreements and Appendices thereto, as well as documents relevant to its execution, modification or termination (including the Act of Granting of Rights).
12.6 By agreement of the Parties, this Agreement may be drawn up in writing and sent to the Licensee for signature by mail or electronically by email.
12.7 The Licensee, by accepting this offer, expresses his consent and gives permission for the processing of his personal data in accordance with the terms of this Agreement.
12.8 The Parties have read the text of this Agreement, its content is clear to the Parties.
12.9 Relations between the Parties that are not regulated by this Agreement are regulated by the current legislation of Ukraine and international legislation.
12.10 Cancellation or invalidation of a part of the Agreement does not entail cancellation or invalidation of the Agreement as a whole.
Individual entrepreneur Pochernin Valery Viktorovich
Address: Ukraine, Kharkov, 61166, st. Aviation, 63, apt. 1.
State registration certificate No. 989327/24800000000108791, TIN 2917809056.