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USER AGREEMENT

DATED 16.02.25

 

This user agreement is an offer (proposal) from the Copyright holder to any person in the Internet to accept the agreement on the Product, and to use the Product on the terms of a simple (non-exclusive) license, as well as to receive other services from the Copyright holder (hereinafter referred to as the Agreement). The Agreement defines the rights and obligations of the Parties regarding the use of the Product and may be accepted by the User as described in the Agreement.

 

TERMS AND DEFINITIONS

 

Reporting period – calendar quarter.

User – any person who has accepted the terms of the Agreement as set out in Section I of the Agreement and uses the Product in accordance with the terms in this Agreement.

 

 

Copyright holder – Avchian Tigran, the company who owns the Product and provides the User with the opportunity to use it under the terms of the Agreement.

 

 

Privacy Policy – a document that supplementing the terms of the Agreement with regard to the processing of certain types of data, such as personal and other Users' data, located at https://www.cosanostra.pro/user-agreement-agreement.

 

Product – a set of results of intellectual activity, the exclusive right to which belongs to the Copyright holder, as well as the related services of the Copyright holder. The product can be provided to the User via the "SaaS" model, as well as by granting the right to use the application.

 

 

 

System Requirements – a minimum set of the software, devices and communication tools of the User to enable the Product to be operated for its intended purpose. System requirements are subject to change over time and the User is independently responsible for providing everything necessary to use the Product.  

 

Parties – User and Copyright holder jointly.

 

 

Tariff plan – the terms of use of the Product for a fee, the amount of which is determined by the Copyright holder depending on the number of Users related to one Account and, if applicable, considering other parameters to the discretion of the Copyright holder.

 

 

 

Account – User's personal account in the Product, which contains information about the User, the User's data and also allows the usage of certain functionalities of the Product, depending on the User's role in the Product.

 

 

 

Other terms and definitions have the meanings as defined for them by the laws of the Russian Federation, as well as the business practices accepted in the scope of the Product.

 

  1. ACCEPTANCE OF THE AGREEMENT

  1. Acceptance of the terms and conditions of the Agreement shall be the User's actions specified in the Agreement and indicating the User's acceptance of its terms and conditions in full in accordance with point 3 of article 434 and point 3 of article 438 of the Civil Code of the Russian Federation.

  2. By clicking on the checkbox "I accept the terms and conditions of the Agreement and consent to the processing of personal data in accordance with the Privacy Policy" and subsequently creating the Account in the Product, the User fully and unconditionally agrees to the terms and conditions of the Agreement and accepts it. Acceptance also confirms the following:

 

  • the terms and conditions of the Agreement are accepted in their entirety without any exceptions, reservations or limitations;  

  • User is aware of all the terms and conditions of the Agreement in regard to the Product; 

  • the terms and procedures for using the Product fully comply with the User's needs, aims and objectives;

 

  • the data provided by the User is relevant and actual;

 

 

  • the User has the necessary authority and/or legal capacity accept the Agreement;

 

  • the User's equipment meets the System Requirements of the Product.

 

 

 

  1. The Agreement and its terms and conditions apply to the following types of Product and services of the Copyright holder:

  • Browser Product. The Agreement regulates the relationships between the Parties in the use of the Product via a browser under the SaaS model. 

  • Mobile Product. The Agreement governs the relationship between the Parties in the use of the Product on mobile devices as an application (via the license) and in the form as it determined by the operating system installed on the relevant device.

  

  • Other Services. The Copyright holder, at its discretion, may provide various services in regard to the Product and/or directly related to it by establishing a Tariff Plan for such services.

 

 

 

  1. All provisions of the Agreement are equally applicable to its browser and mobile versions, unless otherwise expressly provided for in the Agreement or arising from the functionality of the mobile device.

 

  1. The terms and conditions of the Agreement apply to all updates of the Product released by the Copyright holder, regardless of the type of Product, unless otherwise expressly stated in the Agreement. 

 

  1. REPRESENTATION

  1. Where the User accepts the terms and conditions of the Agreement using the email address of an employer or other organization (corporate address) and/or demonstrates other indications of the creation of a corporate Account, including but not limited to, by providing payments from the bank account of a legal entity or individual entrepreneur, the Copyright holder shall proceed in good faith on the following: 

 

 

  • the User will be considered a representative of such an organization; 

  • acceptance of the Agreement creates for the organization the rights and obligations set out in the Agreement; 

  • the User is duly authorized to represent this organization vis-à-vis the Copyright holder;

 

 

  • The User and the organization he/she represents shall bear the risk of any negative consequences associated with the User's insufficient authorization and shall protect the Copyright holder from any claims, including those of third parties, in regard to the Product and/or services of the Copyright holder.

 

 

  1. Conditions above are also assurances of circumstances within the meaning of Article 431.2 of the Civil Code of the Russian Federation, and in case of their breach, the User undertakes to reimburse the Copyright holder for all losses caused by such a violation.

 

  1. The Copyright holder may request additional details of the User's organization for accounting and/or tax purposes and has the right not to provide access to the Product and/or not to provide services until these details have been received.

 

  1. RIGHTS AND OBLIGATIONS OF THE PARTIES

  1. The Copyright holder undertakes to enable the use of the Product and to provide other services under the terms and conditions of the Agreement.

  2. The Copyright holder is entitled to:

  • collect and process the User's data for the purposes of ensuring the operation of the Product under the terms and conditions of the Agreement;

  • make updates and amendments to the Product at its own discretion;

 

  • restrict access to the User's data (or part thereof) or delete the User's data (or part thereof) if the User refuses to use the Product or breaches the terms and conditions of the Agreement;

 

  • amend the Agreement and other related documents. In the case of amendments to the Agreement, such amendments shall become effective as of the date of releasing of the amended text of the Agreement, unless a different effective date was defined in the new edition of the Agreement;

 

 

  • consider the User's request for the individual terms of the Agreement.

 

 

  1. The Copyright holder may also temporarily suspend access to the Product and/or services in the following cases: 

 

  • for technical, technological or other reasons for the time necessary to rectify such reasons;

 

  • if the User breaches the obligations undertaken under the Agreement;

 

  • if there is a debt owed to the Copyright holder;

  • upon presentation to the Copyright holder of the relevant legal requirement of the competent authority and/or a court decision;

 

  • if the User's actions when operating the Product or receiving the other services show signs of bad faith and/or signs of actions prohibited by the laws of the Russian Federation.

 

 

 

  1. the User has the right to use the Product in good faith for its intended purpose.

 

  1. The User also has the right to contact the Copyright holder before accepting the terms of the Agreement in order to determine the individual terms of the Agreement.

  2. while operating the Product, the User undertakes to:

  • use the Product strictly for its intended purpose and under the terms of the Agreement;

  • pay the fee to the Copyright holder in accordance with the Tariff Plan under the procedure and within the time limits set out for it;

  • not to share the Account details to third parties;

  • not to use the Product if such use entails or threatens to entail a violation of the laws of the Russian Federation and the legitimate interests of third parties, including the Copyright holder;

 

  • independently inspect the relevance of the terms of the Agreement and immediately reject using the Product in case of disagreement with amendments made to the Agreement by the Copyright holder.

 

  1. RIGHTS ON THE PRODUCT

  1. The User is granted the right to access and use the Product to the extent and in the ways provided by the Copyright holder under the terms of the Agreement. The User may use the Product for his own business or personal purposes without limitation of the territory of use during the term of the Agreement. 

 

 

  1. The rights to use the Product granted under the Agreement are non-exclusive (simple non-exclusive license) and are not transferable to third parties in any form.

 

  1. The Copyright holder's remuneration for granting the right to use the Product is included in the relevant Tariff Plan, counts ten (10%) percent of the cost of the Tariff Plan and is not the subject to be separately paid or allocated. If the Tariff Plan does not require any payment from the User, the right to use the Product is deemed to be granted free of charge for the period specified in such Tariff Plan.

 

 

 

  1. User is not entitled to conduct the following activities in regard to the Product unless otherwise set in the Agreement: 

  • modify, adapt or create derivative products;

  • transfer, lease, distribute, sublicense or otherwise make the Product available to third parties;

 

 

  • include the Product with a product or service that the User provides to a third party;

  • interfere with the normal operation of the Product or otherwise circumvent mechanisms intended to limit its use;

 

 

  • Disassemble, decompile, translate or otherwise attempt to obtain or extract the source code, underlying algorithms, file formats or proprietary data, except where expressly permitted by law and subject to prior notice to the Copyright holder;

 

 

 

  • remove or hide any copyright information or other notices contained in the Product;

 

  • encourage or assist any third party to do any of the above.

 

 

  1. The Copyright holder in any case reserves the exclusive rights and property rights to the Product as a hardware and software complex, which includes front and back end components of the Product, and to any other data and/or materials included in the Product and developed either directly by the Copyright holder or as a result of the use of the Product by the Copyright holder and/or by the User (subject to restrictions of the Agreement).

 

 

 

  1. USER DATA

  1. The User retains all rights, including exclusive, proprietary and other rights, to the User's own data contained in the Product during its lawful use. User Data means any information and the results of the intellectual activity of the User and/or third parties, which may be lawfully placed in the Product by the User during the Product usage.

 

 

 

 

 

  1. Within the framework of the Agreement and solely to the extent required by the Copyright holder to provide access to the Product and for the duration of the Agreement, the User grants the Copyright holder a worldwide non-exclusive royalty-free license to use the User's data in any way, including but not limited to the access, process, copy, distribute, reprocess, export and display the data, as well as the permission to use regarding the means of individualization of the User (and third parties), if such intellectual property assets are placed by the User in the Product. 

 

 

 

 

 

  1. With regard to the data placed in the Product, the User warrants: 

  • to obtain all necessary rights and permissions to place such data in the Product and to grant the Copyright holder the rights set out in this section of the Agreement; 

 

  • that the User's provision and the Copyright holder's use of the User's data will not violate any laws, any third party intellectual property rights, commercial and any other protected secrets, privacy or other rights protected by law. 

 

 

 

 

  1. Conditions above are also assurances of circumstances within the meaning of Article 431.2 of the Civil Code of the Russian Federation, and in case of their breach, the User undertakes to reimburse the Copyright holder for all losses caused by such a violation.

 

  1. The Copyright holder may also request or receive other data from the User, such as phone number for the purposes of creating and using the Account, information about the User's device, access to geodata (GPS/GLONASS) of the User, as well as the access to certain functions of the User's device and others. The composition of such data and accesses is determined by the System Requirements of the Product, and used solely for the purposes of ensuring the functionality of the Product. 

 

 

  1. All data is a subject to be processed in accordance with the Privacy Policy.

 

 

  1. COSTS AND TARIFF PLANS

 

  1. The Copyright holder reserves the right to set different prices for the Product, depending on the objectives and the volume of the load generated by the Product. Remuneration under the Agreement is determined by the Tariff Plans established by the Copyright holder. 

  2. Payment under the Agreement shall be provided in Russian rubles. Access to the Product and services shall be provided to the User on the basis of full prepayment under the Tariff Plan for one or more Reporting Periods (at the User's discretion and if provided under the Tariff Plan as well). 

 

 

  1. As a document confirming the payment by the User under the Agreement, the Copyright holder sends the User a payment order, check or other legal document via the e-mail specified in the Account.

 

 

  1. The obligations of the Copyright holder under the Agreement shall be considered properly fulfilled and accepted by the User if, within ten (5) five days after the end of the paid Reporting Period, the Copyright holder has not received written motivated objections from the User. After the expiry of the period specified above, no complaints regarding the fulfilment of the Agreement, including those regarding the operability of the Product and the services provided, shall be accepted.

 

 

  1. The User may link a bank card to his Account for payment purposes under the Agreement. In providing the details of the bank card and its further use, the User acknowledges and warrants that he has provided true and complete information on such bank card issued in his name and/or the organization he represents.

 

 

 

  1. The Copyright holder has the right at any time to request the User to confirm the data he have provided in Account, including bank card details. Failure to confirm such data within 3 (three) business days from the date of the appropriate request, gives the Copyright holder the right to unilaterally withdraw from the Agreement and delete the User's data as violating the terms of the Agreement.

 

 

  1. Other payment methods may be agreed by the Parties individually. 

 

  1.     (viii)The funds for paid Reporting Periods shall not be refunded in case of unilateral termination of the Agreement on the initiative of either Party.

 

  1. LIABILITY

AND FORCE MAJEURE

  1. The Parties shall be liable in accordance with the current legislation of the Russian Federation, for non-fulfillment or improper fulfillment of obligations under the Agreement.

 

  1. The Product is provided "as is". The Copyright holder, as well as all companies and persons affiliated with it, do not provide any overt or implied warranties in relation to the Product. The User assumes all risks associated with the use, quality and functionality of the Product, any errors or defects while using the Product. The User uses the Product with the understanding of the intended use and functionality of the Product. Under no circumstances does the Copyright holder assume any responsibility for the compliance of the Product to the User's expectations and purposes of use.

 

 

  1. The Copyright holder is not liable for any negative consequences for the User related to its use of the Product and is not liable to the User for any damages incurred while using the Product, if the Product does not work correctly or if the User loses and/or discloses its data required to access the Product, or related to the payment and/or financial security while using the Product.

 

 

 

 

 

  1. The Copyright holder shall not be liable to the User for delays and interruptions in the operation of the Product, occurring directly or indirectly due to a reason that is beyond the control of the Copyright holder. In particular, the Copyright holder shall not be liable to the User for the actions of any third parties that limit the ability to access the Product by any means and in any place, including, but not limited to, hosting services, information platforms, remote access programs, application shops and payment systems.

 

 

 

 

 

  1. The Copyright holder shall not be liable to the User for the quality of the services (in particular, but not limited to, data transmission services) that are required to work with the Product, when organized by third parties. The User agrees that in order to work with the Product, he needs to use software (web browsers, operating systems, etc.), equipment (personal computers, mobile devices, network equipment, etc.), and services (communication, access, etc.) produced and/or provided by third parties, but not by the Copyright holder.

 

 

 

  1. The Copyright holder shall, solely at his own discretion, take measures aimed at correcting errors in the Product, as well as back up data and provide technical support to the User, unless the relevant obligation of the Copyright holder is set out in the relevant Tariff Plan.

 

 

  1. Under any circumstances, the liability of the Copyright holder is limited to 10,000 (ten thousand) Russian rubles and may be imposed on him in case of fault in his actions, and solely on the basis of a court decision.

 

  1.     (viii)The Parties shall not be liable for failure to perform their obligations under the Agreement if such failure is due to force majeure arising after the conclusion of the Agreement as a result of circumstances of an extraordinary nature which the Parties could neither foresee nor prevent by reasonable measures.

 

 

 

  1. If the above-mentioned circumstances occur, a Party shall notify the other Party in writing within ten (10) days. The notification shall contain data on the nature of the circumstances and, if possible, an assessment of their impact on the fulfilment of the Parties' obligations. Otherwise, the Party that has not fulfilled its obligations shall not be entitled to refer to such circumstances as circumstances of insurmountable force. 

 

 

 

 

  1. If the above-mentioned circumstances occur, the due date for the fulfilment of the obligations of the Parties shall be extended in proportion to the time for which the circumstances and their consequences were in force. 

 

  1. In cases where these circumstances and their consequences last for more than one (1) month, the Parties shall be entitled to agree on alternative ways of performing the Agreement.

 

 

  1.     VIII.CONFIDENTIALITY

  1. The Parties agreed to treat all information provided to each other under the Agreement or, in connection with the purpose thereof, by partners/clients of the Parties as confidential information, unless the provisions of the Agreement or legislation indicate otherwise. 

 

  1. Each Party that receives confidential information shall not share such information with anyone without the direct authorization of the other Party and shall take all reasonable measures to protect confidential information, including, in particular, all measures that it takes to protect its own confidential information.

 

 

  1. The obligations set out in this section of the Agreement shall not apply to the following information: 

 

  • information which is, or becomes, public through no fault of the Party which received the information from the other Party to the Agreement; 

  • information independently created by a Party; 

  • the disclosure of inforemtion is required by law or by the authority with appropriate jurisdiction. Such information may only be disclosed to the authorities with relevant competence in accordance with the procedure prescribed by applicable law and with immediate notification to the other Party to the Agreement. 

 

 

 

 

 

  1. It is not a disclosure to provide confidential information to third parties with the preliminary written consent of the Party that owns the confidential information to its disclosure.

 

 

  1. For each breach of confidentiality obligations under the Agreement, the other Party undertakes to indemnify for all losses resulting from such breach.

 

 

 

  1. All confidential information is also handled in accordance with the Privacy Policy.

 

  1. EFFECT OF THE AGREEMENT AND ITS TERMINATION

  1. The Agreement shall enter into force upon acceptance by the User and shall remain in force indefinitely. The Parties have the right to early terminate the Agreement by mutual agreement by signing a separate agreement on termination of the Agreement.

  2. In case the Copyright holder amends the terms of the Agreement, it shall not terminate, but shall be deemed to have been amended in the relevant part as from the date of entry into force of the new edition of the Agreement.

  3. The User is entitled to unilaterally terminate this Agreement by independently deleting the User's account in the Product.

 

 

  1. The Copyright holder has the right to unilaterally terminate the Agreement at any time, with prior or subsequent notification of the User of the reasons for such termination remaining at the sole discretion of the Copyright holder.

 

  1. MISCELLANEOUS 

  1. The Agreement shall be interpreted in accordance with the laws of the Russian Federation. Issues which are not regulated by this Agreement shall be resolved in accordance with the substantive and procedural legislation of the Russian Federation.

 

  1. The terms of the Agreement may be supplemented by other documents with the corresponding reference to the Agreement. Such documents shall become an integral part thereof.

  2. Any contacts and notifications of the Parties within the Agreement shall be carried out via the contact information placed in the Account and in the Product for the User and the Copyright holder, respectively. Interaction using the specified details is appropriate and legally valid for the Parties.

 

  1. All possible disputes concerning the Agreement shall be resolved in accordance with the procedure established by the applicable laws of the Russian Federation, and the claim procedure for dispute resolution shall be binding on the Parties.

  2. Nothing in this Agreement may be construed as establishing between the User and the Copyright holder an agency relationship, a partnership relationship, a joint venture relationship, a personal employment relationship, or any other relationship not expressly provided for in this Agreement.

 

  1. If, for various reasons, one or more provisions of the Agreement will be acknowledged invalid or unenforceable, this shall not affect the validity or enforceability of the remaining provisions of the Agreement.

 

  1. Inactivity of the Copyright holder in case of violation of the Agreements' provisions by the User does not deprive the Copyright holder of the right to take appropriate action to protect its interests later, nor does it constitute a waiver of its rights to protect its interests.

 

 

  1.     (viii)This Agreement is drawn up in both Russian and English. In case of a discrepancy between the Russian version of the Agreement and the English version, the provisions of the Russian version of this Agreement shall apply.

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