Offer Agreement
for Granting the Right to Use
Software

1.1. Licensee – Limited Liability Company "NOVATSRM", TIN 2511123711.

1.2. The copyright holder is the Joint Stock Company "Kommo", TIN 7709477879, which is the owner of the exclusive rights to the Computer Program "Kommo 2.0". The computer program “Kommo 2.0” is included in the Register of Russian Software (registry entry No. 8244 dated December 28, 2020). The Licensee and the Copyright Holder act within the framework of the Partnership Agreement No. 28443694 dated May 19, 2023.

1.3. Sublicensee is any individual or legal entity who has the right to use the Program in his own interest in accordance with the requirements of the current legislation of the Russian Federation and this Agreement.

1.4. Program - a copy of the Computer Program “Kommo 2.0”, adapted by the Licensee to function in accordance with the goals and objectives of the Sublicensee. The program consists of the computer program "Kommo 2.0" and widgets.

1.5. Widget is a module of the Computer Program "NOVA Platform", designed to implement additional functionality of the Computer Program "Kommo 2.0", allowing you to adapt it to the goals, devices and tasks of the Sublicensee, as well as change or expand the functionality of the Computer Program "Kommo 2.0" without making changes to the source code.

1.6. Use of the Program - use of functionality and/or launch in the manner specified by the user (technical) documentation and this Agreement.

1.7. Authorized user is a user registered by the Sublicensee in the Program and authorized in it at least once.

1.8. Account is an information resource that is a collection of data from one copy of the Program with a unique identifier, with the help of which Program objects are grouped for their joint display and use.

1.9. Technical support - activities carried out by the Copyright Holder of the Program JSC "Kommo" within the limits and volumes established by it to ensure the functioning of the Program, including information and consulting support to Sublicensees on the use of the Program.

1.10. Registration is an action of the Sublicensee aimed at creating an Account, carried out in the manner and for the purposes provided for by the license of the corresponding type.

1.11. Account – a record in the system (login/password pair or special API key) that stores data that allows you to identify and authorize the Sublicensee and the authorized user.

1.12. License type – tariff plan chosen by the Sublicensee, according to the Price List published by the Copyright Holder on the Internet at the following address: http://www.kommo.com

1.13. API (Application Programming Interface) is an interface for interaction of the system with third-party applications using public methods published by the Copyright Holder.

2.1. The Licensee grants the Sublicensee the right to use (a simple non-exclusive license) the Program by providing remote access to the Program via the Internet information and telecommunications network, exclusively for independent use without the right to sublicense to third parties.

2.2. The right to use (simple non-exclusive license) of the Program is considered granted from the moment of acceptance of this offer. Full and unconditional acceptance of this public offer in accordance with Article 438 of the Civil Code of the Russian Federation is the payment of a simple non-exclusive license for the Program.

2.3. The Licensee grants the Sublicensee the right to use the Program without territory restrictions in the manner and under the conditions provided for by the current legislation of the Russian Federation and this Agreement.

3.1. The program is the result of intellectual activity and the subject of copyright, which are regulated and protected by the legislation of the Russian Federation on intellectual property and international law.

3.2. The algorithms of the Program and its source codes (including their parts) are a trade secret. Any use thereof or use of the Program in violation of the terms of this Agreement is considered a violation of copyright and is sufficient grounds for depriving the User of the rights granted under this Agreement.

3.3. The Licensee warrants that it has all the necessary rights to the Program to provide them to the Sublicensee.

3.4. Responsibility for copyright infringement occurs in accordance with the current legislation of the Russian Federation.

3.5. This Agreement does not grant the Sublicensee any rights to use the Trademarks and Service Marks of the Copyright Holder and/or its partners.

3.6. Sublicensee may not, under any circumstances, remove or obscure any copyright, trademark or patent notices or notices contained in the Program.

3.7. Provisions 3.1.-3.2. and 3.4.-3.6. of this Agreement equally apply to the protection of the Licensee’s exclusive rights to Widgets.

4.1. The sublicensee is granted the right to Registration under this Agreement.

4.2. Registration is carried out by the Sublicensee independently by creating and specifying his account.

4.3. The sublicensee has the right, in accordance with the selected type of License, to place data belonging to it in the Account, if this does not violate this Agreement and the Legislation of the Russian Federation.

4.4. The sublicensee has the right to change, add or delete Program files only in cases provided for by the copyright legislation of the Russian Federation.

4.5. If the Account is used by several Sub-Licensees and a dispute arises between them regarding access rights, Account management or data, the Licensee does not determine the Account Owner and does not participate in the resolution of such a dispute.

4.5.1. Access to the Account, changing access rights, as well as other actions related to the management of the Account and data are carried out solely on the basis of:

• agreement between Sublicensees, executed in writing; or
• a judicial act that has entered into legal force.

4.5.2. Until the dispute is resolved, the Licensee has the right to refuse to perform any actions related to changing access rights, transferring control of the Account or providing information, without any consequences for itself.

4.5.3. The Licensee is not responsible for the inability to use the Program resulting from a dispute between Sublicensees.

4.5.4. Payment for a license by third parties does not give rise to rights to the Account or data.

5.1. The transfer of rights to use the Program is confirmed by the Universal Transfer Document (hereinafter referred to as the UTD). Within 5 (five) business days from the date the Sublicensee fulfills its obligations to pay the license fee, the Licensee sends the UPD to the Sublicensee via electronic document management (EDF). The Licensee's EDF operator is Kaluga Astral JSC, participant ID 2AE5963354D-5D92-4D91-A042-BF6A4961434E.

5.2. If the UPD is not signed by the Sublicensee, and written reasoned objections from the Sublicensee are not received by the Licensee within 5 (five) business days, the UPD is considered approved by the Sublicensee, and the grant of rights to use the Program is considered duly accepted in full.

5.3. The sublicensee, except for the cases established by this Agreement, has the right to fully assign its rights and obligations under this Agreement to another authorized user once.

5.4. The assignment (transfer) of rights and obligations is carried out only subject to the full and unconditional consent of the new Sublicensee with all the terms and conditions of this Agreement.

5.5. The assignment (transfer) of rights under this Agreement cannot be made indirectly or through any third party.

6.1. The sublicensee has the right to independently choose the appropriate type of license, a list of which is posted on the Internet at: http://www.kommo.com.

6.2. The sublicensee has the right, without payment of remuneration, to use the Program within the framework of the license for evaluation (trial version) for a limited period of time, determined by the conditions in force at the time of registration.

6.3. The sublicensee has the right to change the type of license during its entire validity period, and the validity period of the purchased license will be increased by the period of the paid but unused current license, taking into account the tariff cost of the new license.

6.4. The license validity period begins on the day of creation of the Account and/or Account (Registration day).

6.5. If the relevant license expires and the Sublicensee fails to acquire a new license from the list specified in clause 6.1 within 15 (Fifteen) calendar days. of this Agreement, further use of the Program by the Sublicensee may be limited by the Licensee at its discretion.

6.6. The copyright holder has the right to unilaterally change the types of licenses by posting a new list of them on the Internet at http://www.kommo.com no later than 14 (Fourteen) days before the date of entry into force of such changes.

7.1. Registration.

7.1.1. In order to use the Program, the Sublicensee must go through the Registration procedure, as a result of which a unique Account will be created for the Sublicensee. To add Authorized Users, the Sublicensee must independently create accounts for them using the Program and give them access to the Account. The number of Authorized Users within one Account is determined based on the license type.

7.1.2. To register, the Sublicensee undertakes to provide accurate and complete information about itself and Authorized Users on the questions asked in the registration form, and to keep this information up to date. If the Sublicensee provides incorrect information or the Copyright Holder has reason to believe that the information provided by him is incomplete or unreliable, the Copyright Holder has the right, at his own discretion, to block or delete the Sublicensee's account, as well as prohibit the use of the Program.

7.2. Login and password to access the Sublicensee or Authorized User Account.

7.2.1. When registering, the Sublicensee or Authorized User independently selects a login (a unique symbolic name for the Licensee’s or Authorized User’s account) and password to access the Account. The copyright holder has the right to prohibit the use of certain logins, as well as set requirements for login and password (length, allowed characters, etc.).

7.2.2. The Sublicensee or Authorized User is independently responsible for the security (resistance to guessing) of the password he or she has chosen, and also independently ensures the confidentiality of his password. The sublicensee is solely responsible for all actions/inactions (as well as their consequences) within or using the Program under his Account, including cases of voluntary transfer or failure to maintain confidentiality of data for access to his account to third parties under any conditions (including under contracts or agreements). In this case, all actions within or using the Program under the Sublicensee’s account are considered to be carried out by him, except for cases that occur after the Copyright Holder receives from the Sublicensee a notification sent in the manner provided for in this Agreement about unauthorized use of the Program under the Sublicensee’s account or about any violation (suspicion of violation) of the confidentiality of his password.

7.2.3. The Sublicensee is obliged to immediately notify the Licensee of any case of unauthorized access to the Program using its Account and/or of any violation (suspected violation) of the confidentiality of its password. For security purposes, the Sublicensee is obliged to independently safely shut down work under his account (the “Exit” button) at the end of each session of working with the Program. The Licensee is not responsible for possible loss of data, as well as other consequences of any nature that may occur due to the Sublicensee's violation of the provisions of this part of the Agreement.

7.3. Deleting an Account.

The Licensee has the right to block and delete the Sublicensee's Account, including all content, without giving reasons, in case of violation of the terms of this Agreement. From this moment, restoration of the account, any information related to it, as well as access to the Program using this Account is impossible.

7.4. Restricting access to the API.

More than 1 API request per second cannot be made to all methods in total. In case of suspicious activity through the API, the Copyright Holder has the right to block access to the API for the Sublicensee's account.

8.1. The sublicensee has the right to use the Widgets free of charge until the expiration of the paid license for the Program. The current list of Widgets can be found at the link https://en.nova-kommo.com/widgets_list

8.2. The sublicensee has the right to use Widgets only if the license is renewed, additional users are purchased, or users of the Program are reduced through NOVATSRM LLC. If this condition is violated, the free period is automatically deactivated.

8.3. The Licensee does not provide the Sublicensee with services for modification and maintenance of the Program on the basis of this Agreement. If necessary, the Parties have the right to enter into an additional agreement on the provision of these services.

9.1. The Sublicensee and/or Authorized Users do not have the right to take actions that could lead to: a) disruption of the operation of the equipment and network of the Copyright Holder; b) disrupting the operation of the Program or limiting the ability of other users to use the Program; c) unauthorized access to the Program, as well as information, computing and network resources of the Copyright Holder; d) causing or threatening to cause damage to third parties, including by posting information and links to network resources, the content of which is contrary to the current legislation of the Russian Federation.

9.2. The sublicensee is not given the opportunity or right to modify the Program.

9.3. The sublicensee independently ensures the availability of equipment that meets the technical requirements for using the Program and access to the Internet.

9.4. The Sublicensee warrants that it has all necessary rights to all data, computer programs or services that it uses in connection with the use of the Program, and that such actions do not violate the rights of third parties.

9.5. The sublicensee has no right to use the Program in other ways than those specified in this Agreement, as well as copy, sell and resell it or access to it, unless the User has received such permission from the Copyright Holder.

9.6. Restrictions established by clause 9.1. – 9.5. equally apply to relationships arising when using Widgets.

10.1. The Copyright Holder provides Technical support to the Sublicensee, including on issues related to the functionality of the Program, operating features on standard configurations, supported operating, mail and other systems in the manner and on the terms specified in the technical documentation for it.

10.2. The sublicensee has the right to contact the Technical Support service of the Copyright Holder without paying additional remuneration.

10.3. To provide Technical Support, the Copyright Holder has the right to require the Sublicensee to provide information regarding account data, technical characteristics of the equipment and other information necessary to provide Technical Support.

11.1. The Licensee does not initiate or control the placement by the Sublicensee of any information in the process of using the Program, does not influence its content and integrity, and at the time of posting this information does not and cannot know whether it violates the legally protected rights and interests of third parties, international treaties and the current legislation of the Russian Federation.

11.2. The Licensee is not liable to the Sublicensee for any damage, any loss of income, profits, information or savings associated with the use or inability to use the Program, including in the event of prior notification by the Sublicensee of the possibility of such damage, or for any claim by a third party.

11.3. If errors are discovered while using the Program, the Licensee will take measures to correct them as soon as possible. The parties agree that an exact determination of the period for eliminating the error cannot be established, since the Program closely interacts with other third-party computer programs, operating systems and hardware resources of the Sublicensee’s computer, and the performance and time for eliminating problems do not fully depend only on the Licensee.

11.4. If the Sublicensee commits actions prohibited by the provisions of this Agreement, the Licensee has the right, without giving reasons or any notification to the Sublicensee, to take measures to identify and prevent these violations.

11.5. For violation of the terms of this Agreement by the Sublicensee, liability is established under the legislation of the Russian Federation.

12.1. By accepting the terms of this Agreement, the Sublicensee, in accordance with Federal Law No. 152-FZ “On Personal Data” dated July 27, 2006, acting freely, of its own will and in its own interest, expresses its consent to: providing its personal data, including Last Name, First Name, Patronymic, email address, contact phone number, date of birth, region, city, organization, position for their processing by the Licensee and Copyright holder.

12.2. The Licensee and the Copyright Holder undertake to take all necessary measures to protect the above personal data from unauthorized access or disclosure.

12.3. This consent is valid for the entire duration of this Agreement and the Sublicensee’s use of the Program. The sublicensee understands and agrees that if this consent is withdrawn, he will be deprived of the opportunity to use part or all of the Program’s services.

12.4. The sublicensee may revoke consent to the processing of personal data by contacting the Copyright Holder’s technical support via chat in the Kommo account, or at [email protected], or by calling 8 (800) 555-7364, +7 (495) 134-4564.

12.5. The sublicensee agrees to receive, via e-mail, the address of which he specifies during registration, advertising and information messages regarding the products and services of the Licensor and its partners.

12.6. The Licensor has the right to send information messages to the Sublicensee. The Licensor also has the right to send advertising messages to the Sublicensee, subject to obtaining consent in a manner consistent with legal requirements, or provided that the Sublicensee has not opted out of receiving advertising messages upon registration, or later using the corresponding functionality.

13.1. On all issues not regulated by this Agreement, the Parties are guided by the current legislation of the Russian Federation.

13.2. The Licensee has the right to change the terms of this Agreement unilaterally by posting the changed text on the Internet at https://en.nova-kommo.com/agreement_kommo_licensing_ooo

13.3. The Licensee has the right, in the event of a violation by the Sublicensee of the terms of this Agreement for the use of the Program, to unilaterally terminate this Agreement.

13.4. If this Agreement is terminated by either party and for any reason, the Sublicensee and Authorized Users are obliged to stop using the Program completely.

13.5. If a competent court finds any provisions of this Agreement invalid, the rest of the Agreement remains in force.

14.1. The sublicensee is prohibited from using the Program to carry out mass mailings of electronic messages of a commercial, advertising and other nature that are not agreed upon (not requested) by the recipient of the information via e-mail or to teleconference groups (“spam”). Sending information with the consent of the recipient, with the possibility of unsubscribing, is not considered “spam”.

14.2. The use of the Program must be carried out by the Sublicensee only for lawful purposes and by lawful means, taking into account the laws of the Russian Federation, the European Union and the United States.

14.3. The Sublicensee itself is directly responsible for the content of the Account (copy of the Program), data created and maintained by the Sublicensee. The Licensee does not exercise preliminary control over the content of information posted and/or distributed by the Sublicensee, however, when the placement and distribution of such information is contrary to the law, the Licensee has the right to block or delete the corresponding Account and data without warning.

14.4. The Licensee does not provide the Sublicensee with communication services, does not organize for him access to information systems of information and telecommunication networks, including the Internet, and does not carry out activities for receiving, processing, storing, transmitting, delivering telecommunication messages.