Offer for a License Agreement
Republic of Kazakhstan, Almaty
Date of posting: May 5, 2022
Effective date: May 6, 2022
This document represents an offer from LLP “ARcorp” (hereinafter referred to as the “Licensor”), addressed to fully capable individuals and legal entities, to enter into a license agreement for the right to use the software product (program) under the conditions set out below:
1. Terms and Definitions
1.1. In this License Agreement, unless the context otherwise requires, the following terms shall have the meanings set forth below:
“Administrative Panel” web builder: https://admin.ojv.biz/web/login installed on the Customer’s computer, used to manage the Content displayed through Augmented Reality on the Customer’s products and the ability to obtain information on the usage statistics of Markers.
“License” (hereinafter – Agreement)”
This License Agreement between the Licensor and the Customer containing all the necessary and essential terms of the License Agreement on granting the right to use the Licensor’s program.
“Augmented Reality”
The result of displaying additional data in the form of video, photo, 3D models via a mobile application on a video camera stream.
“Customer”
Any capable individual over 18 years of age or legal entity using the Licensor’s Program.
“Client”
The purchaser of the Customer’s products with the Licensor’s Program.
“Content”
Information content in the form of text, graphics, video, audio.
“Marker”
An image uploaded through the Administrative Panel that must be recognized by a video camera, to which the Content is attached.
“Mobile Application”
A computer program for operation on iOS and Android OS, installed on the Client’s mobile device.
“OS (Operating System)”
A software environment in which software operates.
“Customer’s Products”
Photos, photo books, photo albums, and other Customer’s products, for which the use of Augmented Reality obtained through the Licensor’s Program is possible.
“Photo Book”
A printed book with two or more pages with client photos on the pages, the main part of which consists of photographs.
“Photo Album”
A printed book with two or more pages, as well as information about the client’s photos in the form of signatures, representing the client’s name or other client data.
“Smartphone”
A mobile device belonging to the Client.
“Acceptance of Offer”
Full and unconditional acceptance of this License by performing the actions specified in clause 9.1 of this Agreement.
Electronic Payment Systems
Technologies that allow parties to make payments using electronic communication over the Internet (including the CloudPayments payment system).
1.2. All other terms and definitions found in the text of the Agreement shall be interpreted by the Parties in accordance with the legislation of the Republic of Kazakhstan and the customary rules of interpretation that have developed on the Internet.
1.3. The headings (sections) of the Agreement are for convenience only and have no literal legal meaning.
2. Subject of the contract
2.1. Licensor grants the Customer a simple (non-exclusive) license to use the Administrative Panel for its direct purpose, as provided by the explicit user functions of the Administrative Panel for the term according to the selected tariff.
2.1.1. The functionality of the Administrative Panel includes:
2.1.1.1. Information about the Customer’s account.
2.1.1.2. Information about charges for using the Content (information on tariffs is presented in section 4 of the Contract).
2.1.1.3. Tools for managing Augmented Reality Content (adding/deleting/disabling).
2.2. The license specified in clause 2.1 of the Contract is granted to the Customer for the entire term of the exclusive right to the Administrative Panel, for use on 1 (one) account in the web version of the Administrative Panel.
2.3. The Customer is prohibited from:
2.3.1. circumventing technical restrictions installed in the Administrative Panel;
2.3.2. studying the technology, decompiling or disassembling the Administrative Panel, except in cases expressly provided by the legislation of the Republic of Kazakhstan;
2.3.3. creating copies of the Administrative Panel, as well as its external design (design);
2.3.4. modifying the functionality of the Administrative Panel in any way;
2.3.5. taking actions aimed at changing the operation and performance of the Administrative Panel.
2.3.6. providing access to the Administrative Panel to third parties;
2.3.7. using the Administrative Panel to defile or discredit the honor, dignity, business reputation of third parties, state power and its symbols, religious feelings of believers.
2.3.8. taking the aforementioned actions in relation to any part of the Administrative Panel.
2.4. Training on working with the Administrative Panel is provided by consulting with a project support specialist.
2.5. Technical support is provided for a period of 12 months by email support@mmrs.me or by phone 8495-627-61-68 with a response rate of 8 hours from the moment of sending the request during working hours from 10 am to 7 pm Moscow time.
3. Rights and obligations of the parties
3.1. The Customer undertakes to:
3.1.1. Timely pay the cost of the license and additional work and services of the Licensor, as set forth in section 4 of this Agreement.
3.1.2. Comply with the prohibitions set forth in section 2.3 of this Agreement.
3.2. The Licensor undertakes to:
3.2.1. Store videos with Clients for 30 years from the moment of uploading the video to the system by the Customer. In case the video is deactivated by the Customer in the Administrative panel, the video is stored for 1 month. The Client can independently extend the storage of video and photos on the servers of the Licensor using a mobile application, as well as increase the number of activations if necessary.
3.2.2. Timely provide access to the Administrative panel, as well as timely provide additional services and perform additional work provided for in the Agreement.
4. Cost and payment procedure
4.1. The cost of licensing is determined by the standard tariff chosen by the Customer:
4.1.1. The “Bronze” tariff includes: an online video editor, support for professional design with frames and alpha channel, technical support from an expert, 1 workstation, receiving orders from the application, the ability to send push notifications to their customer database. The cost of this tariff is 1,500,000 Kazakhstani tenge.
4.1.2. The “Silver” tariff includes: an online video editor, support for professional design with frames and alpha channel, technical support from an expert, 3 workstations, receiving orders from the application, the ability to send push notifications to their customer database, the ability to add effects, 3D models, interactive business cards, flyers, calendars, button constructor. The cost of this tariff is 2,500,000 Kazakhstani tenge.
Payment under this Agreement shall be made in full. The Licensor also reserves the right to offer the Customer more favorable personal offers for connecting to the platform.
4.2. The Customer’s obligation to pay the license fee is considered fulfilled properly from the moment of transfer of the full amount of funds payable by the Customer to the Licensor’s settlement account in accordance with clause 4.1 of this Agreement.
4.3. The cost of services is automatically debited from the pre-paid deposit account of the Customer. The deposit account is replenished by transferring funds to the Licensor’s account.
4.4. The cost of licenses, work, and services specified in this Agreement are not subject to VAT due to the Licensor’s application of a simplified taxation system.
4.5. If the Customer is an individual, he/she gives his/her consent to receive the cash receipt in electronic form to the email address specified by him/her during registration on the Licensor’s website. The Licensor always sends a strict reporting form (cash receipt) in electronic form only to the agreed email address.
5. The procedure for acceptance and delivery of work.
5.1. After the Licensor provides the Customer with access to the Admin Panel by sending login information to the Customer’s email and instructions on how to use the Admin Panel, the license to use the Admin Panel is considered provided.
6. Privacy Policy
6.1. The Parties, at their discretion, for their determined purposes and in the scope established by them, grant the other Party access to confidential information about their activities and mutually undertake to use and not disclose such information that became known to them in connection with the subject matter of this Agreement, as well as information received by any other means.
6.2. The following information is considered “confidential information” under this Agreement:
- information regarding the cost of the license, as well as additional work and services of the Licensor;
- information on technical, software and technological developments and solutions of the Licensor;
- information about the financial condition of the Parties, the size of the profits received, as well as other financial information of the Licensor;
- information regarding the management of the Parties: the management developments and solutions used by them, methods of conducting business, management tactics and strategy, etc.;
- information on the marketing policy of companies: information on advertising campaigns, sources available to companies and methods used by them to attract customers and partners, etc.;
- information about the content and essential conditions of the performance of this Agreement by the Parties.
6.3. “Disclosure of confidential information” under this Agreement means:
- transferring relevant documents containing confidential information to third parties, including by mail, fax, e-mail, via the Internet, and by any other means that allow identifying the content of such documents;
- providing third parties with information classified as confidential information, in oral or written form, including by telephone, mail, fax, e-mail, via the Internet, and by any other means that allow identifying the content of such information;
- any other way of communicating confidential information of the company to the knowledge of third parties.
6.4. In case of unfair use or disclosure of confidential information, the Licensor has the right to deny access to the Program without compensation for damages.
6.5. The terms of clauses 6.1-6.4 of this Agreement remain in effect for 5 (five) years after the termination of this Agreement.
6.6. The Parties mutually undertake to keep the documents and business papers relating to the subject matter of this Agreement provided by the other Party in a suitable place for this purpose and to ensure that only authorized persons work with them.
7. Responsibility of the parties
7.1. The parties are responsible for the non-performance or improper performance of their obligations under this Agreement in accordance with the current legislation of the Republic of Kazakhstan.
7.2. In case of possible claims from third parties regarding copyright issues arising from the use of the Customer’s Administrative Panel, the Customer undertakes to independently settle any disputes with third parties and bear all necessary expenses, including legal costs, for such settlement.
7.3. In case of violation of the payment terms of the Customer’s obligations, the Customer shall pay a penalty to the Licensor in the amount of 0.5% of the value of the untimely paid obligation under the Agreement for each day of delay, but not more than 10% of the value of the untimely paid obligations.
7.4. In case of violation of the deadlines for fulfilling the obligations, the Licensor shall pay a penalty to the Customer in the amount of 0.5% of the value of the untimely fulfilled obligation for each day of delay, but not more than 10% of the value of the untimely fulfilled obligation.
7.5. Limitation of liability:
7.5.1. The Administrative Panel is provided “as is” with the current functionality.
7.5.2. The Licensor does not guarantee that the functionality of the Administrative Panel meets the requirements of the Customer.
8. Force Majeure
8.1. The Parties shall be released from liability for full or partial non-performance of obligations under this Agreement if such non-performance is a result of force majeure circumstances, which include mass disorders, restrictive actions of authorities, natural disasters, fires, accidents and other circumstances of force majeure.
8.2. The Parties shall notify each other in writing of the existence of force majeure circumstances within 5 (five) days from their occurrence.
8.3. If the occurrence of the corresponding force majeure circumstances directly affected the performance of obligations by the Parties within the time frame established in this Agreement, this time frame shall be proportionally extended for the duration of the relevant circumstances.
8.4. If the impossibility of performance of obligations by the Parties under this Agreement lasts for more than 1 (one) month, the Parties shall have the right to terminate this Agreement with subsequent mutual settlements, without the obligation to compensate for possible losses.
9. The term of the contract.
9.1. Acceptance of this Agreement is the registration of the Customer by filling out the registration form on the Licensor’s website, indicating acceptance of the terms of the Agreement, as well as the payment of the amounts specified in the Agreement.
9.2. This Agreement shall enter into force upon acceptance and shall terminate upon the parties’ fulfillment of their obligations.
10. Modification and Termination of Agreement
10.1. The Licensor has the right to independently make changes to the text of this Agreement by approving the text of the changes and posting such changes on the Licensor’s website no later than 3 (three) days from the date such changes come into effect.
10.2. The Licensor notifies the Customer of the impending change in the terms of this Agreement by posting the modified text of this Agreement on the Licensor’s website, and the Licensor may, but is not obligated to, send a corresponding electronic notification to the Customer’s email address.
10.3. If the Customer does not agree with the changes to the terms of the Agreement, he/she must notify the Licensor in writing (for legal entities, with the signature of the head of the Customer’s organization) within 10 days from the date of posting of such changes on the Licensor’s website, regardless of the deadlines for receiving notifications. Failure to provide written notification of the Customer’s disagreement is considered as agreement with the new terms of the Agreement.
11. Other terms and conditions
11.1. The Customer undertakes to use the personal data of Clients and third parties obtained as a result of using the Administrative Panel in accordance with Law No. 96-VII ZRK dated 30.12.21 “On Personal Data and their Protection”, in the edition that is in force at the time of processing or other use. The Licensor shall not be liable for the non-performance or improper performance by the Customer of obligations for the processing of personal data, and the Customer undertakes to indemnify the Licensor for all losses incurred in case of any claims and/or lawsuits against the Licensor related to the non-performance or improper performance by the Customer of such obligations.
11.2. The Customer agrees to the processing of their personal data by providing voice messages within the framework of telephone notifications for the purpose of informing them about the status of payments under the agreement and other services provided under the Agreement.
11.3. The list of actions with personal data, for the commission of which the Customer gives their consent, and a general description of the methods used for processing personal data: collection, recording, systematization, accumulation, storage, clarification (updating, modification), extraction, use, transfer (provision, access without distribution), depersonalization, blocking, deletion, destruction using automation tools or without using such tools without cross-border transfer.
11.4. The term during which the data subject’s consent is valid is determined (except for cases provided by the legislation of the Republic of Kazakhstan) until the expiration of the statute of limitations (the running of the statute of limitations is determined in accordance with the norms of the current legislation); until the date of receipt by the Licensor of the Customer’s revocation of consent to the processing of personal data; until the liquidation or other termination (restriction) of the legal capacity of the Licensor; or in case of circumstances under which the processing of personal data must be terminated in accordance with the requirements of the legislation of the Republic of Kazakhstan.
11.5. This consent may be revoked by the Customer by sending written notification (revocation) to the name of LLP “Arkorp”. The Customer confirms that in case of revocation of consent, LLP “Arkorp” has the right to continue processing personal data without the consent of the Customer if there are grounds provided by the current legislation, in particular if the processing of personal data is necessary for the performance of a contract, of which the Customer (or its representative) is a party or beneficiary, as well as for the conclusion of a contract at the initiative of the Customer (or its representative), under which the Customer (or its representative) will be a beneficiary.
11.6. The Customer agrees to receive notifications (mailings) about the activities of the Licensor and other promotional materials by email, personal account, or other means.
11.7. The Licensor has the right to place the logo in its own advertising materials and portfolio.
The customer, links to the customer’s website, as well as information on the results of the services provided in electronic form (including on their website) and in paper form.
Licensor:
LLP “Arkorp”
BIN 220440048231
Address: Almaty city, Bostandyk district, Egizbaeva street, building 7/9, office 174,
Director: Astrov A.V.
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