Documents
Documents
Nizhny Novgorod
2025
By this public offer (hereinafter - the Offer), Limited Liability Company "Deeray" (address (location): 603003, Nizhny Novgorod region, Nizhny Novgorod, Kultury St., 6, apt. 124; TIN: 5252043442; KPP: 526301001; OGRN: 1185275039102), hereinafter referred to as the "Licensor", offers Users to conclude an agreement on granting rights to the software "DEERAY Communication Analytics Platform" and databases (hereinafter - the Product) on the terms of a simple (non-exclusive) license on the conditions defined below.
TAKING INTO CONSIDERATION THAT:
(1) The Licensor (a legal entity represented by an authorized representative), having no restrictions regarding entering into such legal relations in accordance with applicable law, is the holder of the exclusive right (copyright holder) to the Product;
(2) The Licensor intends to grant the User the right to use the Product on the terms of a simple (non-exclusive) license;
(3) The Licensor has the ability to place the Product for use under the terms of the Agreement,
(4) Confirmation by the User of their familiarization with the text of the Agreement and their consent to all terms of the Agreement;
(5) The Parties have agreed that this form of the Agreement is used for the convenience of the Parties, the conclusion of the Agreement in this way is a proper formalization of the rights and obligations of the Parties, does not infringe on the rights and interests of either Party, and is not in itself a basis for declaring the Agreement invalid or unconcluded.
In the Agreement and its Appendices, the Parties have agreed on the unambiguous interpretation of terms and concepts:
1.1. The Licensor undertakes to provide the User with a simple (non-exclusive) license to use the Product within the limits provided for by this Agreement and the tariff plan.
1.2. The Parties recognize the acceptance of this offer by the User performing separately or jointly the following actions:
By making acceptance of this agreement, the User fully and unconditionally accepts the terms of this Agreement. From the moment of Acceptance of this Offer, the Agreement is considered concluded by both parties.
1.3. This Agreement is drawn up in Russian. All legal relations arising from this Agreement are governed by the current legislation of the Russian Federation.
1.4. The term of the non-exclusive License for the Product begins from the moment of activation of the Account for access to the Product and is valid for the period according to the selected tariff plan. The term of the non-exclusive License for the product can be extended on the terms provided for by this agreement.
1.5. Exclusive rights to the Product belong to the Licensor. The transfer of exclusive rights (in whole or in part) is not the subject of the agreement.
1.6. The Product license extends to updates, additions, additional components that may be provided or access to which may be provided by the Licensor, if the right to use such updates, additions, additional components is not transferred on the basis of separate agreements.
1.7. The User guarantees the accuracy of the provided information and expresses their consent (guarantees the availability of all necessary consents of personal data subjects) for the processing (including collection, systematization, accumulation, storage, clarification, updating, modification, use, transfer to third parties, depersonalization, blocking and destruction) by the Licensor of the information provided when contacting the Licensor, in order to fulfill the Licensor's obligations to the User under the Agreement.
1.8. The Parties have established that the subject of the Agreement is not the provision of services in any form, and the Licensor in accordance with this Agreement does not provide any services to the User and (or) third parties, including services for the provision of agency and intermediary services, activities on behalf of, organization of business activities, advertising services, marketing services, survey, organization of sales of goods and services, implementation and sale of goods and (or) services, or any other services. Technical support of the User, integration of the Product with the User's systems, connection of additional functionality (including, but not limited to, personal semantic models, additional analytics, etc.) and other services related to the Product, may be part of the Product and the subject of the Agreement;
1.9. All issues related to the acquisition of Internet access rights, purchase and setup of the equipment and software products required for this purpose do not fall under the action of this Agreement and are resolved by the User independently.
2.1. The User is granted the right to use the Product in the following ways:
2.2. The right to use the Product is granted to the User with the following restrictions, with the User being PROHIBITED from:
2.3. The User hereby confirms that all exclusive rights to the product belong to the Licensor, and recognizes the obligation not to violate such rights, as well as the intellectual rights of third parties when using the Product.
2.4. The Licensor has the right to unilaterally terminate the agreement and/or suspend and/or block access to the User's Account in cases of violation by the User of the legislation of the Russian Federation and/or the conditions, provisions, requirements of the agreement.
2.5. The Licensor has the right to perform scheduled and unscheduled work on the Server to ensure the functioning of the Product. For this purpose, to temporarily suspend the User's access to the Product.
2.6. The User is solely responsible for the use of Data obtained when using the Product.
2.7. The User has the right to use the Product exclusively for personal household needs, or to support their economic activities, excluding cases of unauthorized publication of the results of using the Product and (or) Data in open sources (media or on the Internet). Coordination of the publication of the results of using the Product and (or) Data obtained by the User is carried out in a free form by sending a request for data use to an authorized representative of the Licensor by email. The Licensor has the right to refuse the publication of the results of using the Product and (or) Data in open sources (media or the Internet) without explaining the reason.
3.1. In accordance with the terms of this Agreement, the User pays a License Fee for the right to use the Product in an amount depending on the Product chosen by the User, the term of the License, the specifics of using the Product, licensing rules available to an unlimited number of persons and posted on the Internet.
3.1.1. In accordance with the terms of this Agreement, the Licensor has the right to provide the User free of charge with Free Functional Capabilities of the Product on the terms of a simple (non-exclusive) License for a period of no more than 14 (Fourteen) calendar days.
3.2. The Licensor has the right to unilaterally change Tariff plans, licensing rules and conditions for acquiring the License, the content and scope of the License, the cost of the License for a new accounting period (month), provided that the User is notified in advance no later than 10 (ten) calendar days before the corresponding changes by publication on the official website of the Licensor on the Internet or may be sent individually by issuing an invoice / providing a promo code / sending an electronic letter to the email address specified during registration.
3.3. Payment for the License is carried out in accordance with the Tariff plan in the following order, depending on the legal status of the User:
3.4. Granting a License in accordance with Tariff plans - the right to use the Product under this Agreement is carried out exclusively on the basis of a 100% advance payment by the User of the License Fee for using the Product in accordance with the selected Tariff plan for the corresponding period of using the Product. If after the end of the License provision period, the User does not pay the License Fee for using the Product, the Licensor has the right to suspend the License and the User's access to the Product. The right to use the Product is resumed and extended from the moment the License Fee is received by the Licensor in the amount in accordance with the selected Tariff plan.
3.4.1. The User pays the License Fee in accordance with the Invoice for payment - in the amount of the License cost on the terms of 100% prepayment no less than 3 (Three) working days before the date of expiration of the License (before the start of a new accounting period of using the Product).
3.5. Invoices for payment are formed in electronic form and issued through the Product or through the payment system and sent to the End User by email.
3.6. The cost of the License is subject to payment without VAT, VAT is not charged on the basis of sub-item 26 of item 2 of Article 149 of the Tax Code of the Russian Federation.
3.7. If within 10 (Ten) calendar days from the date of payment for the License, the Licensor does not receive by an available means of communication through the means of communication in the Product and (or) email, and (or) postal communication from the User a claim about the lack of access to the Product, the impossibility of using the Product or a claim related to the scope of the rights granted, then the Parties recognize that the Licenses and the Product are provided to the User in full.
3.8. The User has the right to suspend the use of the Product no more than 2 (Two) times a year with a total duration of no more than 30 (Thirty) calendar days. To suspend the use of the Product, the User sends a notification about this in a free form by email to the email address: help@deeray.com. In this case, for the period of time specified in the User's notification, the Account will be blocked and the right to use the Product will be terminated after 30 (Thirty) calendar days from the moment the User receives such notification, unless otherwise additionally agreed by the Parties. At the same time, the Parties additionally agree on the amount of the License Fee to be recalculated and returned to the User for the entire paid but unused period.
3.8.1. It is hereby established that when suspending or refusing to use the Product with a paid License Fee under a Tariff plan with a monthly, quarterly and other term of the License and use of the Product, the License Fee is not recalculated and is not subject to return in any part.
3.9. At the written request of the User, the Licensor provides the User with accounting documents evidencing and confirming the transfer of a simple (non-exclusive) License to the User under the Agreement, as well as mandatory for provision in such cases in accordance with the current legislation of the Russian Federation. The documents specified in this paragraph of the Agreement are sent to the User by Russian Post or another postal service to the address specified in the request, or are handed to the User in the office of the Licensor. The request for the provision of these documents must contain all information about the User necessary for the preparation of these documents in accordance with the current legislation of the Russian Federation. In case of incompleteness or inaccuracy of the data provided by the User in the request, the Licensor has the right not to send these documents until the User provides corrected data, which the Licensor notifies the User about.
4.1. The Licensor opens access to the Product functionality for the User within the framework of the selected tariff plan after receiving the license fee. At the same time, the period of access to the Product through the Account corresponds to the period of using the product according to the tariff plan.
4.2. All actions performed in the Product using the Login (email address) and Password of the User and/or the User's representative are considered actions performed by the User themselves.
4.3. The User is solely responsible for the safety and confidentiality of the Login and Password of the Account for access to the Product. The User undertakes not to provide the possibility of using their Account to third parties and not to disclose the Login and Password, to immediately notify the Licensor of any known case of unauthorized access to the Product by a third party with the Login and Password of the User (representative of the User) and/or of any violation of the Product usage rules.
4.4. The User is obliged to use the Product in compliance with the technical requirements established by the Licensor in the Technical documentation of the Product.
5.1. The User, by registering, gives their consent to the processing of their personal and other individual data by any official representatives of the Licensor, namely to the performance of actions provided for by clause 3 of Article 3, Article 15 of Federal Law No. 152-FZ of July 27, 2006 "On Personal Data" both without and with the use of automation tools, and confirms that, giving such consent, they act freely, of their own will and in their own interest. The consent applies to the processing of the following User data:
5.2. The User, by registering, confirms that the personal data specified by them during registration are reliable and belong to them personally, and also expresses agreement with the terms of personal data processing without any reservations and restrictions.
5.3. The purpose of processing the User's personal data is to conclude and execute an agreement for access to the product, including the execution of the account creation procedure, as well as concluding other agreements with the User for using the product.
5.4. The User's consent to the processing of personal data is valid indefinitely from the moment of registration, and does not require periodic confirmation.
6.1. The Parties agree that any confidential information known in the course of implementing this agreement shall not be disclosed to any third party, except in cases provided by law or agreement between the Parties.
6.2. The term 'confidential information' means information classified as confidential (or as information constituting a trade secret or intellectual property) in accordance with Russian legislation (personal information, telephone conversation secrecy, etc.), as well as any information or part thereof classified by the disclosing party as confidential, marked as 'confidential' or similar, or otherwise (e.g., in the agreement) designated as confidential.
6.3. Information constituting a trade secret includes any type of information (production, technical, economic, organizational, etc.), including results of intellectual activity in the scientific and technical field, as well as information about methods of professional activity, which have actual or potential commercial value due to their being unknown to third parties, to which third parties have no free access on legitimate grounds, and in relation to which the holder of such information has introduced the trade secret regime.
6.4. Material carriers containing information constituting a trade secret must bear the marking 'Trade Secret' with an indication of the holder of such information.
6.5. The party that is the holder of confidential information promptly in writing notifies the other party of changes or cancellation of the trade secret regime in general or in relation to specific information constituting a trade secret.
6.6. The Parties undertake not to disclose information constituting a trade secret, i.e., to refrain from actions or inaction as a result of which information constituting a trade secret becomes known to third parties in any possible form (oral, written, other form, including using technical means) without the consent of the holder of such information or contrary to this agreement.
6.7. Information is not considered confidential and one party may disclose the contents of such information without prior written consent of the other party only in the case if such information:
6.8. For the purpose of fulfilling the conditions of this agreement, the Parties undertake the following obligations:
6.9. The Parties are liable for the intentional or negligent disclosure of confidential information to third parties.
6.10. In case of disclosure of confidential information in violation of the conditions of this Agreement, the guilty Party bears responsibility for all losses incurred in connection with the violation of this Agreement, including lost profits.
6.11. The transfer of confidential information to third parties is allowed only with the prior written consent of the second Party. Transfer of confidential information without the written consent of the second Party is allowed only in cases provided by the current legislation of the Russian Federation.
6.12. According to the terms of this Agreement, after transfer, the confidential information remains the property of the transferring Party.
7.1. The Parties bear responsibility for non-performance or improper performance of their obligations in the manner provided by the current civil legislation of the Russian Federation and this agreement.
7.2. The Licensor shall not, under any circumstances, be liable to the User for damages, forced interruptions in business activity, loss of business, personal, or other data, confidential or other information, claims or expenses, indirect or incidental losses, as well as lost profits caused by the use of or related to the use of the Product, and/or related to the inability to use the Product, its incorrect use, as well as for damages caused by possible errors and typos in the Software, as well as for any claims from third parties, even if the User has sent a notice of the likelihood of such damage and/or losses, and the Licensor's representative has become aware of the possibility of such damage, losses, claims, or expenses.
7.3. The Licensor is not liable for malfunctions, errors, and failures in the operation of the hardware-software complex ensuring the functioning of the Product, for interruptions in access to the Product, as well as for the temporary absence of access to software and/or hardware means by the User arising for reasons not dependent on the Licensor or beyond its control, including if they were caused by objective circumstances related to:
7.4. The Licensor is not liable for the User's losses arising from:
7.5. The Licensor does not guarantee that:
7.6. The User uses the Product at their own risk. The Licensor provides the result of intellectual activity (Product) on an 'as is' basis. The Licensor assumes no liability, including for the actions of the User, third parties,
7.7. In the event of receiving from the User claims, lawsuits, and/or orders to pay penalties, bans, or penalties from government bodies of any country and/or third parties related to the improper use of the Product, the User independently and at their own expense satisfies such demands, resolves the specified claims, or, in case of impossibility of such resolution, compensates the Licensor for losses incurred due to the User's culpable actions.
7.8. The Licensor is not liable for any information, materials, placed on third-party websites to which the User gains access using the Product, including any opinions or statements expressed on third-party websites, advertising, and other information, as well as the availability of such Data, websites, or content and the consequences of their use by the User.
7.9. The Licensor is not liable to the User, its employees, clients, or third parties for losses that may be associated with the use of the Product, including, but not limited to, possible interruptions in operation, incompatibility of equipment, necessity to change configuration, and interruptions in business activity.
7.10. In accordance with the terms of the Agreement, the Licensor does not control the information and content placed, transmitted, stored by the User, its employees, clients, and third parties from the User's side using the Software and therefore does not guarantee their accuracy, completeness, quality, and assumes no liability for their content.
7.11. The Licensor is not liable for and does not give any warranties or assurances regarding the legality of data obtained through the Product, the absence of defamatory material in them, the absence of violations of third-party rights, and the necessity to obtain consent from third parties for the use of such data.
7.12. The Licensor may mention the User and/or a company affiliated with the User and/or represented by the User in advertising, events aimed at expanding the Product's recognition, and in selling its own services.
7.13. The use of the Product in a manner not provided for in this Agreement or otherwise beyond the rights granted to the User under the Agreement entails liability established by the legislation of the Russian Federation and/or the Agreement.
7.14. The Parties are exempt from liability for partial or complete non-performance of obligations under this agreement if this non-performance was a consequence of force majeure circumstances (force majeure) that arose after the conclusion of the agreement, or if the non-performance of obligations by the Parties under the agreement was a consequence of extraordinary events that the Parties could not foresee or prevent by reasonable means.
7.15. The Parties carry out pre-trial resolution of disputes arising in connection with the performance of this agreement with observance of the pre-trial procedure. In the event of receiving a written claim, the Party must send a reply within 10 (ten) business days from the date of receipt of the claim. If the dispute is not resolved in a pre-trial procedure or if no reply is received to the claim at the request of one of the Parties, it may be submitted to the Arbitration Court of Nizhny Novgorod Oblast for consideration.
8.1. This Agreement comes into effect upon acceptance of the Offer and is valid until the expiration of the right to use the Product.
8.2. This Agreement does not automatically renew for a similar period on the same terms.
8.3. This Agreement may be terminated by mutual agreement of the Parties, as well as in other cases provided for by current Russian legislation.
8.4. The Licensor has the right to unilaterally terminate the Agreement without court proceedings by sending a written notice to the User in case of the User violating the conditions for the use of the Product, as well as in other cases directly provided for in this Agreement and current Russian legislation, without applying to the Licensor any penalty sanctions. The Agreement is considered terminated from the moment of receipt of the notice by the User, unless the notice provides for a later termination date.
8.5. The Licensor has the right at any time during the term of this Agreement to unilaterally amend the terms of this License Agreement. Amendments to the License Agreement are communicated to Users by publishing a new License Agreement on the Licensor's website.
8.6. The Licensor hereby establishes, and the User accepts by accepting the Offer, that during the performance of this Agreement, the use of signatures of the Parties' representatives, as well as their seals, by facsimile transmission, mechanical or other copying, electronic digital signature, or any other equivalent of a handwritten signature of the organization's directors and seals, or conclusive actions clearly indicating the Party's intent, is allowed. The Parties confirm that the appendices to this Agreement, signed and executed by the method specified in this clause, have legal force and are binding on the Parties.
8.7. The Licensor hereby establishes, and the User accepts and confirms by accepting the Offer, that any information related to the conclusion of this Agreement, including any appendices and additions to it, information available in the Product is a trade secret, and they undertake to strictly maintain the confidentiality of such information, not disclose it to third parties without prior written consent of the Licensor, except in cases where this is necessary for the purposes of this Agreement or for disclosure to the relevant government bodies in cases determined by the legislation of the Russian Federation. This provision does not apply to commonly known or publicly available information.
8.8. The Licensor hereby establishes, and the User accepts by accepting the Offer, that correspondence, exchange and sending of messages, data, requests, responses, reports, notifications, agreements, appendices, documents between the Parties are conducted via postal services, telephone, Internet using email, instant messaging systems in a manner that allows the unequivocal identification of the message's belonging to an authorized person of the Contracting Party. In this case, the aforementioned correspondence, exchange of messages, data, requests, responses, reports, notifications, agreements, documents have full legal force and can be used in court.
8.9. By accepting this Agreement, the User (legal entity or individual entrepreneur) confirms their agreement with the condition of the possible publication of the image of the organization's trademark (logo) or the product (service) belonging to the User on pages on the Internet at the web address: deeray.com, as well as its use in the corporate presentation materials of the Licensor in sections devoted to customers.
Ask your question by writing to us at help@deeray.com or by filling out the form on the website. We will be happy to contact you and answer all your questions!
