Terms of agreement
PUBLIC AGREEMENT (OFFER)
NON-EXCLUSIVE LICENSE GRANT
MicroGIS LLC, hereinafter referred to as "MicroGIS SHOP" (Licensee), publishes this Agreement (Offer), hereinafter referred to as the "Agreement", as follows:
1. TERMS USED IN THIS AGREEMENT:
1.1. Computer program (software) - a set of instructions in the form of words, numbers, codes, patterns, symbols, or in any other form, expressed in a form suitable for computer reading, which put it into action to achieve a specific goal or result (this concept includes both operating system and application program expressed in source or object code), exclusive (copyright) rights to which belong to the respective copyright holder.
1.2. Exclusive rights - the property rights of a person to use only objects of copyright and (or) related rights and to issue permission or prohibition of their use to other persons only by this person.
1.3. Non-exclusive license (non-exclusive rights) - use of the Software solely for its functional purpose, without the right to sell or otherwise alienate the Software to third parties, as well as reproduce one copy of the Software for archival purposes.
1.4. Acceptance - full and unconditional acceptance by the buyer of the Software of the terms of the Agreement, made in the manner prescribed by this Agreement.
1.5. Buyer - an individual / legal entity that has accepted the terms of the Agreement contained in this Agreement;
1.6. Order - a request for the supply under this Agreement of a non-exclusive license(s) (rights to use the Software on the basis of a license agreement), which has an individual number and is confirmed by the transfer to the buyer of the relevant Invoice or Order Form.
1.7. License agreement - an agreement of accession, which the user can read at the time of installing the software and / or at the time of ordering the software on the "MicroGIS SHOP" website, and which determines the conditions for using the software by the user.
1.8. User – a legal or natural person who legally uses the Software.
1.9. An electronic key is a unique access (activation) code for the software program, created for each individual software program, containing technical information and other essential terms of the license agreement.
1.10. Territory means the territory in which the user obtains the right to use the Software.
2. OFFER ACCEPTANCE, TERMS AND PROCEDURE FOR TRANSFER OF NON-EXCLUSIVE RIGHTS
2.1. This offer is considered accepted by the Buyer if any one or more of the following conditions are met:
selection by the Buyer of the item "I accept the terms of the Agreement" and clicking on the "Next" button in order to continue the Order procedure;
The fact of receipt and/or use by the Buyer of any software, services or services offered by "MicroGIS SHOP" as part of the execution of the Order and on the basis of this Agreement means the User's unconditional consent to the terms of this Agreement;
transfer (payment) by the Buyer or third parties authorized by him of funds (or initiation of relevant transactions in electronic or card payment systems) to pay for future and / or already completed Orders means the User's unconditional consent to the terms of this Agreement.
2.3. "MicroGIS SHOP" (or a third party authorized by it) transfers to the User the Electronic Keys (activation keys) to the Software directly or via the Internet (sends to the User's e-mail address specified when placing the Order).
2.4. The exact term for the transfer of rights is indicated in the software card on the "MicroGIS SHOP" website.
3. SUBJECT OF THE AGREEMENT
3.1. In case of acceptance of the offer by the Buyer, "MicroGIS SHOP" undertakes to transfer to the User on the terms of a simple (non-exclusive) license, and the User - to accept the rights to use the Software, the scope and duration of which are limited by the user documentation and / or the License Agreement (hereinafter referred to as the "Rights to the Software ").
3.2. The rights to use the software are limited to the right to reproduce (install, run, use) in accordance with the terms of the user documentation and / or license agreement, the terms of which may be set out on a copy of the software or on the packaging.
3.3. The User is not entitled to use the Software for any other purposes, except for those specified in this Agreement and user documentation, as well as transfer the Rights to the Software to third parties.
3.4. Scope, Term and Territory of use of rights to the software are indicated in the user official documentation and/or license agreement of the copyright holder.
3.5. "MicroGIS SHOP" does not provide maintenance services (Technical support) for software. The software is provided by the technical support of the Manufacturer (Copyright Holder).
4. COST AND PAYMENT PROCEDURE
4.1. The cost of the Rights to the Software is indicated when placing an order for non-exclusive rights (licenses), Invoice, Invoice.
4.2. Payment is made according to the conditions set out on the "MicroGIS SHOP" website.
5. RESPONSIBILITY OF THE PARTIES
5.1. For failure to fulfill or improper fulfillment of obligations under this Agreement, the Parties shall be liable in accordance with the current legislation of Ukraine. Violation of an obligation is its non-fulfillment or improper fulfillment, i.e. fulfillment in violation of the conditions determined by the content of the obligation.
5.2. The Buyer/User guarantees that he knows the functional properties of the relevant software. The Buyer/User bears the risk of compliance of the SOFTWARE with his desires and needs, as well as the risk of compliance of the conditions and the scope of the rights granted with his desires and needs. "MicroGIS SHOP" is not responsible for any loss or damage, regardless of the causes of their occurrence (including, but not limited to, special, incidental or consequential damages, losses associated with lost profits, interruption of commercial or production activities, loss of business information, negligence, or any other damages) arising from the use or inability to use the Software.
5.3. The Buyer/User agrees that the received Software Rights are not subject to exchange and return.
6. SPECIAL CONDITIONS
6.1. The rights to use the software under this Agreement are fully licensed, legally introduced into civil circulation on the territory of Ukraine and are provided with technical support from the respective copyright holders (manufacturers).
6.2. The basis for the authority of "MicroGIS SHOP" to conclude this Agreement with the Buyer is the agreements concluded by "MicroGIS SHOP" with the relevant copyright holders (manufacturers) or with authorized dealers.
6.3. "MicroGIS SHOP" guarantees the User that the Rights to the Software are not subject to pledge or dispute, are not under arrest, do not violate any copyright, non-property and/or property rights of any third parties.
7. FORCE MAJOR
7.1. In the event of force majeure circumstances, such as a state of emergency, war, blockade, fire, flood, earthquake, natural disasters, laws and other regulatory acts of legislative and executive authorities, the deadlines for fulfilling obligations are postponed in proportion to the time during which the listed circumstances will operate and /or the consequences of such circumstances.
7.2. The Party for which the impossibility of fulfilling obligations has been created must inform the other Party about the beginning and end of the force majeure circumstances, attaching to the notification a certificate from the relevant state body.
7.3. If force majeure circumstances continue for more than three months, then each of the Parties has the right to refuse further fulfillment of its obligations, which were subject to force majeure circumstances, under an additional agreement to this Agreement or another document in force under this Agreement, in this case neither Party will be entitled to compensation by the other Party for possible losses.
8.1. When registering an Order, as well as when filling out any forms containing the necessary information (registration data), the Buyer undertakes to provide reliable information, and if such information changes, to make the necessary amendments to his registration data.
8.2. "MicroGIS SHOP" has the right to use the registration data provided by the Buyer for the purpose of registering the rights of the User (or third parties who authorized the User) to intellectual property objects, services and in order to ensure the delivery of electronic keys (activation keys) and accounting, as well as for the purpose of informing the User on the procedure for the execution of his orders (registration of rights), the state of the analytical account for recording the User's orders, the User's ability to receive services and ordering. Including the specified data can be transferred to any third parties (agents and partners of the Copyright Holder) for the implementation of the specified functions.
9. DISPUTES RESOLUTION
9.1. In the event of disagreements related to this Agreement, the Parties undertake to resolve them through negotiations, and, if it is impossible to resolve through negotiations, it is mandatory for the Parties to comply with claim procedure by drawing up and sending a claim.
9.2. Disputes not settled by the Parties arising from this Agreement are subject to consideration in accordance with the jurisdiction and jurisdiction provided for by the current legislation of Ukraine.
10. FINAL PROVISIONS
10.1. In accordance with this Agreement, neither Party has the right to transfer its rights and obligations to third parties without the written consent of the other Party.
10.2. Everything that is not regulated by this Agreement is governed by the current legislation of Ukraine.
10.3. This Agreement - Public Offer is an official document of the Buyer. All annexes and additions to this Agreement are its integral part.
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