Public offer agreement on partnership relations with NOVA company
PARTNERSHIP AGREEMENT (OFFER)
NOVACRM Limited Liability Company, hereinafter referred to as the "Licensor", offers any legal entity, individual entrepreneur or other person, hereinafter referred to as the "Partner", to conclude a Partnership Agreement (hereinafter referred to as the Agreement) on the terms set out below, aimed at promoting and selling the non-exclusive right to use computer software by joining to the terms of this offer in accordance with art. 428 of the Civil Code of the Russian Federation.
In accordance with paragraph 2 of Article 437 of the Civil Code of the Russian Federation, this document is a public offer, has legal force in accordance with Article 434 of the Civil Code of the Russian Federation and is valid in electronic form.
The Partnership Agreement is published on the Licensor's website a https://nova-kommo.com/partners_offerta
The date indicated in the preamble of the Partnership Agreement is the date of its publication and determines the beginning of the Agreement. At the same time, for each Partner, the date of conclusion of the Partnership Agreement is the date of its acceptance. The Agreement is considered concluded on the terms specified in this offer from the moment the Partner performs actions to accept the offer in accordance with Section 1 of the Agreement.
Terms and definitions
Licensor is an organization that develops a computer program and grants the right to use the computer program to other persons under a non–exclusive license.
Licensor's website is a collection of web pages hosted on the Internet, accessible at the domain address https://nova-amocrm.ru/
Computer program – The NOVA Platform computer program (both as a whole and its components), which is a collection of data and commands presented in an objective form, including the source text, database, audiovisual works included by the Licensor in the specified computer program, as well as any documentation on its use.. The exclusive right to the Computer Program belongs to the Licensor and is protected as an object of intellectual property.
Partner is a legal entity, individual entrepreneur, or other person who has taken actions to accept this Offer and has entered into an Agreement with the Licensor in order to obtain commercial profits from the sale of the right to use Computer Software to Customers.
The Client is a legal entity, an individual entrepreneur, or other persons interested in obtaining non-exclusive rights to a Computer Program.
A license agreement is an agreement on granting the right to use a Computer Program concluded between the Licensor and a Partner in accordance with the procedure and on the terms posted on the Licensor's website.
A sublicense agreement is an agreement concluded by a Partner with a Client that contains the procedure for using a Computer Program.
The partner program is the terms of providing partner discounts and arranging deals.
A Transaction is an action aimed at transferring a Computer Program to a Client from a Licensor through a Partner.
Acceptance is the Partner's full and unconditional acceptance of the Offer.
1. Subject and purpose of the Agreement
1.1. Within the framework of the Agreement, the Partner, in order to make a commercial profit, undertakes on his behalf to perform actions aimed at finding and attracting Clients for further conclusion between him and the Client of Sublicense Agreements for the transfer of Computer Software provided by the Licensor to the Partner under the License Agreement, as well as (if applicable) to provide technical support to the Computer Program in the amount of the rights provided by the Partner Program for the corresponding Partner status.
1.2. As part of the Agreement, the Licensor undertakes to provide the Partner with discounts according to the Partner Program for the corresponding Partner status.
1.3. The Partnership Agreement is aimed at the promotion and sale of the non-exclusive right to use the Computer Program by the Partner.
1.4. The Agreement is not a joint operation agreement (in the sense established by art. 1041 of the Civil Code of the Russian Federation) and concerns only those areas of activity and obligations that the Parties voluntarily agreed to fulfill without violating the rights and legitimate interests of each other as business entities maintaining their legal, financial, industrial and commercial independence.
1.5. Acceptance of this Offer is the Partner's actions specified in clause 2.1 of the Agreement.
1.6. After securing the transaction and paying the invoice issued by the Licensor, the Partner joins the License Agreement offer posted on the Licensor's website ahttps://nova-kommo.com/partners_offerta and becomes a Licensee with all the rights and obligations specified in the License Agreement, unless a License Agreement has previously been concluded between the Parties.
1.7. The Licensor has the right to unilaterally amend the terms of this offer by publishing a new version of the offer at https://nova-kommo.com/partners_offerta
2. Conditions for obtaining Partner status
2.1. In order to obtain the status, the Partner fills out the appropriate application form at the address htps://partners.nova-amocrm.ru/registration. At the Licensor's request, the Partner provides the founding documents and documents confirming the authority of the Partner's representative.
2.2. After reviewing the application and documents, the Licensor decides on the Partner's status. Information about the assignment of Partner status can be transmitted by the Licensor by sending the Partner Program to the Partner's email address specified in the application or through the Partner's Personal Account.
3. Rights and obligations of the Licensor
3.1. The Licensor is obliged to:
3.1.1. Upon registration of the transaction by the Partner, issue an invoice for the purpose of concluding / joining the License Agreement / to the offer of such agreement. Provide the Partner with discounts provided for in the Partner Program.
3.1.2. Provide the Partner with the materials and information necessary for the Partner to fulfill its obligations under the Agreement.
3.1.3. If technically possible, provide the Partner with a Computer Program in order to demonstrate its functionality to the Client.
3.1.4. Provide the Partner's employees/specialists with the information necessary for the Partner's employees/specialists to receive training on working with a Computer Program.
3.2. The Licensor has the right to:
3.2.1. Unilaterally decide on the assignment or refusal to assign the status of a Partner.
3.2.2. To refuse the Partner to attach the Client to the Partner if the Client is already attached to another Partner at the time of his registration in the Partner Service or the Client is already a client of the Licensor.
3.2.3. Detach the Client from the Partner if the Client is not satisfied with the quality of the Partner's services and requests to assign him to another Partner.
3.2.4. Post information about the Partner and the fact of the conclusion of the Partnership Agreement on its website.
3.2.5. Conduct surveys of attached Clients regarding their satisfaction with the Computer Program Maintenance Partner's service.
3.2.6. Request from the Partner by e-mail the missing information about the Client in order to complete the transaction.
3.2.7. The Licensor has the right to unilaterally change the Partner's status or suspend the partnership in case the Partner violates the terms of the Partner Program, Agreement and/or License Agreement.
3.2.8. The Licensor notifies the Partner about the change in the Partner's status by e-mail. The Partner's status is considered changed/the partnership is considered suspended from the moment the Licensor sends the relevant notification. In this case, the Partner is not entitled to carry out actions to promote, implement and maintain the Computer Program.
3.2.9. The decision to resume the partnership is made unilaterally by the Licensor, including based on the results of the certification procedure carried out by the Partner's employees/specialists.
4. Rights and obligations of the Partner
4.1. The Partner who has received the Partner status is obliged to:
4.1.1. Inform Clients about the functionality of the Computer Program, assist in the installation and implementation of the Computer Program in the Client's system, and carry out other work with the Client in accordance with the Licensor's Partner Program.
4.1.2. Comply with the terms of the Partner Program and Licensor's Licensing Policy.
4.1.3. Register Clients and reflect information on communications with them in the Partner Service or in electronic correspondence with the Licensor.
4.1.4. Provide Computer Program support in accordance with the requirements of the Agreement for the relevant Partner status in accordance with the Licensor's Technical Support Regulations.
4.1.5. If necessary, post information about the Computer Program on the Internet (the Partner's website), as well as information about the Partner's actions in technical support of the Computer Program under the Agreement.
4.1.6. To provide support for the Licensor's marketing activities upon the Licensor's request sent to the Partner by e-mail.
4.1.7. Not to use the test versions of the Computer Program provided by the Licensor for purposes other than demonstrating the functionality of the Computer Program to Clients and internal use by the Partner's employees.
4.1.8. Provide the Licensor with the missing Customer information to complete the transaction, no later than 2 business days from the date of receipt of the request.
4.1.9. On the day of conclusion of the Agreement, conclude a license agreement or join the offer of the License Agreement in accordance with clause 5.2. of the Agreement.
4.1.10. Keep records of Clients and transactions.
4.2. The Partner has the right to:
4.2.1. Post information about the Licensor and the fact of concluding an Agreement/License Agreement with the Licensor on their information resources.
4.2.2. Enter into Sublicense Agreements with Clients at prices according to the terms of the Partner Program.
4.2.3. Require the Licensor to provide information and marketing materials on the Computer Program.
5. Payment procedure
5.1. The Partner discount is 50% of the cost of the Computer Program posted on the Licensor's website at https://nova-kommo.com/widgets_list
5.2. The Partner pays the Licensor's bill in accordance with the terms of the License Agreement concluded between the Parties. In the absence of one, the payment of the Licensor's invoice by the Partner is his acceptance of joining the License Agreement offer posted on the Licensor's website.
6. Confidentiality of information. Responsibility of the Parties
6.1. The Parties undertake to respect the confidentiality of information classified by the parties as a trade secret in accordance with the current legislation of the Russian Federation and not to disclose confidential information about each other, including information about business activities, and not to use information obtained under the License Agreement to the detriment of each other.
6.2. The fact of the conclusion of the Agreement is not confidential information.
6.3. The Parties are responsible for non-fulfillment or improper fulfillment of obligations under the Agreement in accordance with the current legislation of the Russian Federation.
6.4. All disputes and disagreements that may arise between the Parties on issues that have not been resolved in the text of the Agreement will be resolved through negotiations.If it is impossible for the Parties to settle the dispute, the dispute must be resolved through arbitration at the Licensor's location, with mandatory compliance with the claims procedure. The deadline for responding to a claim is 10 (ten) calendar days from the date of its receipt in writing, including in the electronic document management system.
6.5. The Licensor is not responsible for the Partner's actions towards the Client, as well as damage of any kind incurred by the Partner or the Client under the Sublicense Agreements concluded between them.
6.6. If the Partner's Client submits claims to the Licensor for damages, refund of remuneration paid under the Sublicense Agreement, and payment of fines/penalties/penalties resulting from the Partner's actions/omissions, the Partner undertakes to reimburse all costs incurred by the Licensor in connection with such treatment, if the Licensor decides to pay the Client.
6.7. In any case, the Parties are not responsible under this Agreement for any indirect damages. The term "indirect damages" includes, but is not limited to, loss of income, profits, expected savings, business activity, or reputation. The Parties are solely responsible for documented real damage resulting from the guilty actions or omissions of the Parties, established by a court decision.
6.8. The Parties bear the responsibility stipulated also by the License Agreement concluded between the Partner and the Licensor.
6.9. The Parties are released from liability for non-fulfillment or improper fulfillment of the terms of the Agreement in the event of force majeure (force majeure) determined in accordance with the current legislation of the Russian Federation, if they provide evidence that these circumstances prevented the fulfillment of obligations under the Agreement, such evidence being documents from the competent authorities of the Russian Federation. From the moment the force majeure circumstances are eliminated, the Agreement is valid as usual.
7. Assurances about the circumstances
7.1. The Licensor and the Business Partner declare and confirm to each other that at the time of conclusion of the License Agreement:
- they are duly registered legal entities/individual entrepreneurs who are tax registered and lawfully carry out their activities in accordance with the legislation of the country in which they are registered;
- they are actually located at their registered address;
- have the authority, financial, material and labor resources, as well as other conditions necessary to conclude an Agreement and a License Agreement and fulfill obligations under them;
- all the powers necessary to conclude the Agreement and/or perform actions in connection with it have been duly obtained, including all necessary consents, permits, and approvals in accordance with the current legislation of the Russian Federation, including informing individuals about the possible processing of personal data in the execution of this Agreement.;
- persons applying for Partner status or securing a transaction have the appropriate authority to do so.
The Parties confirm that:
- The Agreement is concluded by them voluntarily, the Parties are not misled about its legal nature of the transaction and/or the legal consequences that arise or may arise in connection with the conclusion of the Agreement;
- The Agreement does not violate any intellectual property rights or other proprietary rights of any third party;
- The agreement is not an interested party transaction.;
- the execution of the Agreement does not entail a violation or non-fulfillment of the provisions of any other contracts, agreements, judicial or other prohibitions or rulings.
A Party relying on false assurances from the other Party has the right to terminate the Agreement prematurely, regardless of the presence or absence of losses, in accordance with the procedure provided for in the Agreement, as well as to demand compensation for losses caused by the unreliability of such assurances.
8. Term and conditions of termination, modification of the Agreement
8.1. The Agreement comes into force from the moment the Partner accepts the offer and assigns the Partner status in accordance with Section 2 of the Agreement and is valid for 1 (one) year. Upon expiration of the specified period, the Agreement is automatically extended for the next year, unless either Party declares otherwise in writing at least 14 (fourteen) calendar days before the expiration date of the Agreement. The number of extensions is unlimited.
8.2. Either Party has the right to unilaterally cancel the Agreement in whole or in part at any time by sending an official letter (signed and stamped) to the other Party no later than 14 (fourteen) calendar days before the expected date of unilateral refusal.
8.3. Upon termination of the Agreement, the Parties undertake to carry out all financial settlements provided for in the Agreement, and the Licensor to fulfill all its obligations with respect to the Partner's transactions, applications for which have been submitted to the Licensor before receiving notification of the upcoming termination.
8.4. In case of termination of the Agreement, the Partner is not entitled to carry out the actions provided for in the Agreement aimed at promoting, implementing and maintaining the Computer Program, and also undertakes to stop using the Computer Program and, if applicable, delete copies of the Computer Program from its system.
9. Additional conditions
9.1. The Licensor has the right to use a facsimile of the signature (a cliche from the signature) of the Licensor's authorized person to sign the documents necessary for the execution of the Agreement, as an analogue of a handwritten signature equivalent to a handwritten signature. At the same time, these documents have the same legal force as documents signed by the Licensor's authorized person in his own hand on the basis of paragraph 2 of Article 160 of the Civil Code of the Russian Federation. In addition, the Parties may use qualified electronic signatures of the Parties (or their authorized individuals) for these purposes, the conditions for recognition of which are set out in Article 11 of Federal Law No. 63-FZ dated 04/06/2011 "On Electronic Signatures", within the framework of electronic document management systems.
9.2. The Parties undertake to inform each other about changes in their banking details, as well as about any decisions regarding their liquidation, reorganization as a legal entity, etc. within 15 (Fifteen) calendar days from the date of the relevant event. In case of non-fulfillment of the specified obligation by one of the Parties, the other Party will not be responsible for the consequences caused by such non-fulfillment. consequences.
9.3. By concluding the Agreement, the Partner agrees to receive additional information and newsletters at the email address and telephone number specified during registration, as well as provided to the Licensor during the execution of the Agreement.
9.4. By entering into the Agreement, the Partner confirms that he has legitimate grounds for processing information belonging to him, including personal data of the Client, and also confirms that he has read and agrees with the terms of the Partner Program, the Licensor's Licensing Policy.
9.5. The Parties have the right to use each other's names, trademarks, logos and other identifying marks of the Parties, as well as information about the fact of the Agreement, including by publishing on the Parties' websites, publishing and quoting in the press, using in marketing materials; links to each other in interviews and presentations.
LICENSOR
NOVATSRM limited liability company
TIN: 2511123711 KPP: 251101001
OGRN: 1232500010687
Checking account: 40702810720000006710
Bank: Bank Tochka LLC
BIC: 044525104
Correspondent account: 30101810745374525104
KommoPartner No. 15219445
NOVACRM Limited Liability Company, hereinafter referred to as the "Licensor", offers any legal entity, individual entrepreneur or other person, hereinafter referred to as the "Partner", to conclude a Partnership Agreement (hereinafter referred to as the Agreement) on the terms set out below, aimed at promoting and selling the non-exclusive right to use computer software by joining to the terms of this offer in accordance with art. 428 of the Civil Code of the Russian Federation.
In accordance with paragraph 2 of Article 437 of the Civil Code of the Russian Federation, this document is a public offer, has legal force in accordance with Article 434 of the Civil Code of the Russian Federation and is valid in electronic form.
The Partnership Agreement is published on the Licensor's website a https://nova-kommo.com/partners_offerta
The date indicated in the preamble of the Partnership Agreement is the date of its publication and determines the beginning of the Agreement. At the same time, for each Partner, the date of conclusion of the Partnership Agreement is the date of its acceptance. The Agreement is considered concluded on the terms specified in this offer from the moment the Partner performs actions to accept the offer in accordance with Section 1 of the Agreement.
Terms and definitions
Licensor is an organization that develops a computer program and grants the right to use the computer program to other persons under a non–exclusive license.
Licensor's website is a collection of web pages hosted on the Internet, accessible at the domain address https://nova-amocrm.ru/
Computer program – The NOVA Platform computer program (both as a whole and its components), which is a collection of data and commands presented in an objective form, including the source text, database, audiovisual works included by the Licensor in the specified computer program, as well as any documentation on its use.. The exclusive right to the Computer Program belongs to the Licensor and is protected as an object of intellectual property.
Partner is a legal entity, individual entrepreneur, or other person who has taken actions to accept this Offer and has entered into an Agreement with the Licensor in order to obtain commercial profits from the sale of the right to use Computer Software to Customers.
The Client is a legal entity, an individual entrepreneur, or other persons interested in obtaining non-exclusive rights to a Computer Program.
A license agreement is an agreement on granting the right to use a Computer Program concluded between the Licensor and a Partner in accordance with the procedure and on the terms posted on the Licensor's website.
A sublicense agreement is an agreement concluded by a Partner with a Client that contains the procedure for using a Computer Program.
The partner program is the terms of providing partner discounts and arranging deals.
A Transaction is an action aimed at transferring a Computer Program to a Client from a Licensor through a Partner.
Acceptance is the Partner's full and unconditional acceptance of the Offer.
1. Subject and purpose of the Agreement
1.1. Within the framework of the Agreement, the Partner, in order to make a commercial profit, undertakes on his behalf to perform actions aimed at finding and attracting Clients for further conclusion between him and the Client of Sublicense Agreements for the transfer of Computer Software provided by the Licensor to the Partner under the License Agreement, as well as (if applicable) to provide technical support to the Computer Program in the amount of the rights provided by the Partner Program for the corresponding Partner status.
1.2. As part of the Agreement, the Licensor undertakes to provide the Partner with discounts according to the Partner Program for the corresponding Partner status.
1.3. The Partnership Agreement is aimed at the promotion and sale of the non-exclusive right to use the Computer Program by the Partner.
1.4. The Agreement is not a joint operation agreement (in the sense established by art. 1041 of the Civil Code of the Russian Federation) and concerns only those areas of activity and obligations that the Parties voluntarily agreed to fulfill without violating the rights and legitimate interests of each other as business entities maintaining their legal, financial, industrial and commercial independence.
1.5. Acceptance of this Offer is the Partner's actions specified in clause 2.1 of the Agreement.
1.6. After securing the transaction and paying the invoice issued by the Licensor, the Partner joins the License Agreement offer posted on the Licensor's website ahttps://nova-kommo.com/partners_offerta and becomes a Licensee with all the rights and obligations specified in the License Agreement, unless a License Agreement has previously been concluded between the Parties.
1.7. The Licensor has the right to unilaterally amend the terms of this offer by publishing a new version of the offer at https://nova-kommo.com/partners_offerta
2. Conditions for obtaining Partner status
2.1. In order to obtain the status, the Partner fills out the appropriate application form at the address htps://partners.nova-amocrm.ru/registration. At the Licensor's request, the Partner provides the founding documents and documents confirming the authority of the Partner's representative.
2.2. After reviewing the application and documents, the Licensor decides on the Partner's status. Information about the assignment of Partner status can be transmitted by the Licensor by sending the Partner Program to the Partner's email address specified in the application or through the Partner's Personal Account.
3. Rights and obligations of the Licensor
3.1. The Licensor is obliged to:
3.1.1. Upon registration of the transaction by the Partner, issue an invoice for the purpose of concluding / joining the License Agreement / to the offer of such agreement. Provide the Partner with discounts provided for in the Partner Program.
3.1.2. Provide the Partner with the materials and information necessary for the Partner to fulfill its obligations under the Agreement.
3.1.3. If technically possible, provide the Partner with a Computer Program in order to demonstrate its functionality to the Client.
3.1.4. Provide the Partner's employees/specialists with the information necessary for the Partner's employees/specialists to receive training on working with a Computer Program.
3.2. The Licensor has the right to:
3.2.1. Unilaterally decide on the assignment or refusal to assign the status of a Partner.
3.2.2. To refuse the Partner to attach the Client to the Partner if the Client is already attached to another Partner at the time of his registration in the Partner Service or the Client is already a client of the Licensor.
3.2.3. Detach the Client from the Partner if the Client is not satisfied with the quality of the Partner's services and requests to assign him to another Partner.
3.2.4. Post information about the Partner and the fact of the conclusion of the Partnership Agreement on its website.
3.2.5. Conduct surveys of attached Clients regarding their satisfaction with the Computer Program Maintenance Partner's service.
3.2.6. Request from the Partner by e-mail the missing information about the Client in order to complete the transaction.
3.2.7. The Licensor has the right to unilaterally change the Partner's status or suspend the partnership in case the Partner violates the terms of the Partner Program, Agreement and/or License Agreement.
3.2.8. The Licensor notifies the Partner about the change in the Partner's status by e-mail. The Partner's status is considered changed/the partnership is considered suspended from the moment the Licensor sends the relevant notification. In this case, the Partner is not entitled to carry out actions to promote, implement and maintain the Computer Program.
3.2.9. The decision to resume the partnership is made unilaterally by the Licensor, including based on the results of the certification procedure carried out by the Partner's employees/specialists.
4. Rights and obligations of the Partner
4.1. The Partner who has received the Partner status is obliged to:
4.1.1. Inform Clients about the functionality of the Computer Program, assist in the installation and implementation of the Computer Program in the Client's system, and carry out other work with the Client in accordance with the Licensor's Partner Program.
4.1.2. Comply with the terms of the Partner Program and Licensor's Licensing Policy.
4.1.3. Register Clients and reflect information on communications with them in the Partner Service or in electronic correspondence with the Licensor.
4.1.4. Provide Computer Program support in accordance with the requirements of the Agreement for the relevant Partner status in accordance with the Licensor's Technical Support Regulations.
4.1.5. If necessary, post information about the Computer Program on the Internet (the Partner's website), as well as information about the Partner's actions in technical support of the Computer Program under the Agreement.
4.1.6. To provide support for the Licensor's marketing activities upon the Licensor's request sent to the Partner by e-mail.
4.1.7. Not to use the test versions of the Computer Program provided by the Licensor for purposes other than demonstrating the functionality of the Computer Program to Clients and internal use by the Partner's employees.
4.1.8. Provide the Licensor with the missing Customer information to complete the transaction, no later than 2 business days from the date of receipt of the request.
4.1.9. On the day of conclusion of the Agreement, conclude a license agreement or join the offer of the License Agreement in accordance with clause 5.2. of the Agreement.
4.1.10. Keep records of Clients and transactions.
4.2. The Partner has the right to:
4.2.1. Post information about the Licensor and the fact of concluding an Agreement/License Agreement with the Licensor on their information resources.
4.2.2. Enter into Sublicense Agreements with Clients at prices according to the terms of the Partner Program.
4.2.3. Require the Licensor to provide information and marketing materials on the Computer Program.
5. Payment procedure
5.1. The Partner discount is 50% of the cost of the Computer Program posted on the Licensor's website at https://nova-kommo.com/widgets_list
5.2. The Partner pays the Licensor's bill in accordance with the terms of the License Agreement concluded between the Parties. In the absence of one, the payment of the Licensor's invoice by the Partner is his acceptance of joining the License Agreement offer posted on the Licensor's website.
6. Confidentiality of information. Responsibility of the Parties
6.1. The Parties undertake to respect the confidentiality of information classified by the parties as a trade secret in accordance with the current legislation of the Russian Federation and not to disclose confidential information about each other, including information about business activities, and not to use information obtained under the License Agreement to the detriment of each other.
6.2. The fact of the conclusion of the Agreement is not confidential information.
6.3. The Parties are responsible for non-fulfillment or improper fulfillment of obligations under the Agreement in accordance with the current legislation of the Russian Federation.
6.4. All disputes and disagreements that may arise between the Parties on issues that have not been resolved in the text of the Agreement will be resolved through negotiations.If it is impossible for the Parties to settle the dispute, the dispute must be resolved through arbitration at the Licensor's location, with mandatory compliance with the claims procedure. The deadline for responding to a claim is 10 (ten) calendar days from the date of its receipt in writing, including in the electronic document management system.
6.5. The Licensor is not responsible for the Partner's actions towards the Client, as well as damage of any kind incurred by the Partner or the Client under the Sublicense Agreements concluded between them.
6.6. If the Partner's Client submits claims to the Licensor for damages, refund of remuneration paid under the Sublicense Agreement, and payment of fines/penalties/penalties resulting from the Partner's actions/omissions, the Partner undertakes to reimburse all costs incurred by the Licensor in connection with such treatment, if the Licensor decides to pay the Client.
6.7. In any case, the Parties are not responsible under this Agreement for any indirect damages. The term "indirect damages" includes, but is not limited to, loss of income, profits, expected savings, business activity, or reputation. The Parties are solely responsible for documented real damage resulting from the guilty actions or omissions of the Parties, established by a court decision.
6.8. The Parties bear the responsibility stipulated also by the License Agreement concluded between the Partner and the Licensor.
6.9. The Parties are released from liability for non-fulfillment or improper fulfillment of the terms of the Agreement in the event of force majeure (force majeure) determined in accordance with the current legislation of the Russian Federation, if they provide evidence that these circumstances prevented the fulfillment of obligations under the Agreement, such evidence being documents from the competent authorities of the Russian Federation. From the moment the force majeure circumstances are eliminated, the Agreement is valid as usual.
7. Assurances about the circumstances
7.1. The Licensor and the Business Partner declare and confirm to each other that at the time of conclusion of the License Agreement:
- they are duly registered legal entities/individual entrepreneurs who are tax registered and lawfully carry out their activities in accordance with the legislation of the country in which they are registered;
- they are actually located at their registered address;
- have the authority, financial, material and labor resources, as well as other conditions necessary to conclude an Agreement and a License Agreement and fulfill obligations under them;
- all the powers necessary to conclude the Agreement and/or perform actions in connection with it have been duly obtained, including all necessary consents, permits, and approvals in accordance with the current legislation of the Russian Federation, including informing individuals about the possible processing of personal data in the execution of this Agreement.;
- persons applying for Partner status or securing a transaction have the appropriate authority to do so.
The Parties confirm that:
- The Agreement is concluded by them voluntarily, the Parties are not misled about its legal nature of the transaction and/or the legal consequences that arise or may arise in connection with the conclusion of the Agreement;
- The Agreement does not violate any intellectual property rights or other proprietary rights of any third party;
- The agreement is not an interested party transaction.;
- the execution of the Agreement does not entail a violation or non-fulfillment of the provisions of any other contracts, agreements, judicial or other prohibitions or rulings.
A Party relying on false assurances from the other Party has the right to terminate the Agreement prematurely, regardless of the presence or absence of losses, in accordance with the procedure provided for in the Agreement, as well as to demand compensation for losses caused by the unreliability of such assurances.
8. Term and conditions of termination, modification of the Agreement
8.1. The Agreement comes into force from the moment the Partner accepts the offer and assigns the Partner status in accordance with Section 2 of the Agreement and is valid for 1 (one) year. Upon expiration of the specified period, the Agreement is automatically extended for the next year, unless either Party declares otherwise in writing at least 14 (fourteen) calendar days before the expiration date of the Agreement. The number of extensions is unlimited.
8.2. Either Party has the right to unilaterally cancel the Agreement in whole or in part at any time by sending an official letter (signed and stamped) to the other Party no later than 14 (fourteen) calendar days before the expected date of unilateral refusal.
8.3. Upon termination of the Agreement, the Parties undertake to carry out all financial settlements provided for in the Agreement, and the Licensor to fulfill all its obligations with respect to the Partner's transactions, applications for which have been submitted to the Licensor before receiving notification of the upcoming termination.
8.4. In case of termination of the Agreement, the Partner is not entitled to carry out the actions provided for in the Agreement aimed at promoting, implementing and maintaining the Computer Program, and also undertakes to stop using the Computer Program and, if applicable, delete copies of the Computer Program from its system.
9. Additional conditions
9.1. The Licensor has the right to use a facsimile of the signature (a cliche from the signature) of the Licensor's authorized person to sign the documents necessary for the execution of the Agreement, as an analogue of a handwritten signature equivalent to a handwritten signature. At the same time, these documents have the same legal force as documents signed by the Licensor's authorized person in his own hand on the basis of paragraph 2 of Article 160 of the Civil Code of the Russian Federation. In addition, the Parties may use qualified electronic signatures of the Parties (or their authorized individuals) for these purposes, the conditions for recognition of which are set out in Article 11 of Federal Law No. 63-FZ dated 04/06/2011 "On Electronic Signatures", within the framework of electronic document management systems.
9.2. The Parties undertake to inform each other about changes in their banking details, as well as about any decisions regarding their liquidation, reorganization as a legal entity, etc. within 15 (Fifteen) calendar days from the date of the relevant event. In case of non-fulfillment of the specified obligation by one of the Parties, the other Party will not be responsible for the consequences caused by such non-fulfillment. consequences.
9.3. By concluding the Agreement, the Partner agrees to receive additional information and newsletters at the email address and telephone number specified during registration, as well as provided to the Licensor during the execution of the Agreement.
9.4. By entering into the Agreement, the Partner confirms that he has legitimate grounds for processing information belonging to him, including personal data of the Client, and also confirms that he has read and agrees with the terms of the Partner Program, the Licensor's Licensing Policy.
9.5. The Parties have the right to use each other's names, trademarks, logos and other identifying marks of the Parties, as well as information about the fact of the Agreement, including by publishing on the Parties' websites, publishing and quoting in the press, using in marketing materials; links to each other in interviews and presentations.
LICENSOR
NOVATSRM limited liability company
TIN: 2511123711 KPP: 251101001
OGRN: 1232500010687
Checking account: 40702810720000006710
Bank: Bank Tochka LLC
BIC: 044525104
Correspondent account: 30101810745374525104
KommoPartner No. 15219445
