Approved by Order of AMERICAN BUSINESS TRAST.CORP.
(Order No. 01 of December 2019)
License agreement – Offer
(hereinafter referred to as the Treaty)
г. Clearwater, edition of 01.01.2020.
“Robot Coach Software Product”, hereinafter referred to as the “Licensor” with one
parties, and a natural or legal person or an individual entrepreneur, hereinafter referred to as the “Licensee”, on the other hand, jointly referred to as the “Parties”, have the intention to conclude the Agreement on the following:
Terms and definitions
1.1 Offer – a public offer of the Licensor, drawn up in accordance with the current legislation of the Russian Federation, addressed to any person with the intention to conclude this Agreement on the terms and conditions set out in it.
1.2. Acceptance – the Licensee’s full and unconditional acceptance of the terms and conditions of the Agreement by performing the actions specified in paragraph 2.2. of this Agreement.
1.3 A simple non-exclusive license is a non-exclusive right to use the Program on the Licensor’s server for own use under the name designated by the Licensor, within the limits established by this Agreement.
1.4 License fee (or “Tariff plan”) – the cost of the right to use a simple non-exclusive license for the Program. https://robotrainer.ru/.
1.5. Cost of additional services – the cost of services ordered by the Licensee within the framework of using the Simple non-exclusive license.
1.6. Program – ROBOTRAINER computer program, which is a set of data and commands, including the source code, database, audio-visual works included by the Licensor in the specified computer program, as well as any documentation on its use. The rights to the Program belong to the Licensor. More detailed functionality of the Computer Program is available at https://Robotrainer. ru/
1.7. Personal Cabinet (account) – a virtual tool for the Licensee’s personal self-service, located on the official website https://robotrainer.ru/membership-login/.
1.8. Ticket – an application in electronic form with the description of problems and failures in the Program operation, which is sent to a common e-mail address of technical support through a user account.
1.9. Additional services – services provided by the Licensor in the form of setting up the Licensee’s personal account and technical support (technical consulting) of the Licensee during the period of using the Program. These services are not covered by the Simple Non-Exclusive License and therefore are ordered and paid for by the Licensee separately.
1.10. Users – persons who have expressed a desire to access the content posted by the Licensee and registered in his personal cabinet.
1.11. “Authorized Users” – persons to whom the Licensee has granted access to his/her account.
1.12. Licensor’s server – a specialized computer or specialized equipment to execute the Program on it. The Licensor has its own and rented computers.
Subject of contract
2.1 The Licensor grants the Licensee the right to use (a simple non-exclusive license) the Program within the scope of its functionality by reproduction of the Program (connection to the Program through the Internet), solely for the Licensee’s independent use without the right to sublicense third parties.
2.2. By accepting this offer, the Party recognizes the commission of one of the actions specified in this paragraph, namely:
Making a checkbox in a special section to confirm agreement with the text of this Agreement.
Verification of the e-mail address submitted during registration by clicking the link sent to the e-mail address specified by the Licensee.
Transfer of cash by the Licensee to the Licensor’s accrued account as payment for the license fee.
2.3. The Licensor may unilaterally change the text of this Treaty at any time by publishing its new version at https://robotrainer.ru/. For this reason, the Licensee shall visit the specified address at least once every two weeks to get acquainted with its current text. If within 5 (five) days from the date of publication of amendments to the offer the Licensee has not sent a notice to the Licensor that he does not agree with the amendments, and therefore unilaterally terminates it, it will be considered that the Licensee agrees with all the amendments to this Agreement.
2.4. The Licensor does not initiate and does not control the Licensee’s actions in the process of using the Program, does not affect the Licensee’s actions, and at the moment of posting this information does not know and cannot know whether it violates the rights and interests of third parties protected by law, international agreements and current legislation of the Russian Federation, and is not responsible for the health condition and consequences of using the Training Program.
2.5 If there is any reasonable doubt about the legality of the content posted by the Licensee, the Licensor may block the Licensee’s personal account without any explanation and without refund. If the Licensor receives inquiries from the competent state authorities of the Russian Federation regarding a particular Licensee and the material posted by him, the Licensor has the full unconditional right to provide on such an inquiry all the data available to him, including logs, IP addresses, e-mail address, surname, name, patronymic and other similar information.
2.6. Acceptance of this Agreement by the Licensee means its full consent to receive advertising and information mailings (messages and notifications) from the Licensor. Such mailing shall be sent to the e-mail address and mobile phone number specified by the Licensee during registration. The Licensee shall be entitled to send advertising and informative mailings to its Users provided that such consent is obtained from them.
2.7. This Agreement does not grant the Licensee any rights to use the Licensor’s Trademarks and Service Marks.
2.8. The Program operation algorithms and its source codes (including their parts) are a commercial secret of the Licensor. Any use or use of the Program in violation of the terms and conditions of this Agreement shall be considered as a violation of the Licensor’s rights and shall be a sufficient reason to deprive the Licensee of the rights granted under this Agreement.
3.1. The licensee has the right:
3.1.1. provide Users and other third parties with access to the information generated as a result of the Program operation in order to generate consolidated reports;
3.2. The licensee must:
3.2.1 Use the Program only to the extent of those rights and by the means provided for in this Agreement;
3.2.2. make payment under this Agreement.
3.3. The licensee may not:
3.3.1. grant sublicenses for any use of the Program or parts thereof to third parties.
3.3.2. download, modify, distribute or otherwise use the Program in ways not expressly stated in this Agreement.
3.4. The licensor must:
3.4.1. within 3 (three) working days from the date of the Licensee’s performance of payment obligations to provide the Licensee with the right to use the Program (the date of the Licensee’s performance of payment obligations is the date of receipt of funds on the current account of the Licensor);
3.4.2. grant the right to use the Programme on a daily basis and twenty-four-hourly basis, except for the time of preventive measures, which shall not exceed 24 hours per month.
3.4.3. provide information on working with the Programme via e-mail and blog. Up-to-date e-mail addresses can be found in “Contacts” section of the official website https://Robotrainer.ru/.
3.4.4. provide information on updates to the current version of the Program released during the term of this Agreement;
3.4.5. if it is technically possible to eliminate possible program failures in the work of the Program which were caused by the Licensor on the basis of the Licensee’s Ticket, except for the cases when the program failures were caused by the Licensee.
3.5. The licensor may:
3.5.1. terminate the Agreement and refuse to grant the Licensee the rights to use the Program in case of the Licensee’s breach of payment terms or for other reasons stipulated by this Agreement;
3.5.2. release new releases and versions of the Program, set the terms of its provision to the Licensee, as well as new terms of technical support and maintenance;
3.5.3. Attract third parties to provide services under this Agreement;
3.5.4. to suspend the Licensee’s actual access to the Program and/or unilaterally change the Licensee’s Tariff Plan if the current performance of the Program goes beyond the used Tariff Plan.
3.5.5 The Licensee agrees with the Licensor’s right to analyze the Licensee’s activity within the framework of work with the Program in order to improve the quality of service provision and optimize the functionality of the Program. Received information will be confidential and not transferable to third parties. In this case, a part of impersonal statistical information not related to specific licensees may be used by the Licensor for research purposes, as well as for making presentations at seminars, conferences, lectures and trainings.
3.5.6. The Licensor has the right to provide any data from the Licensee’s Personal Web Office, as defined in paragraph 1.7. of this Agreement, by means of API, i.e. by means of functions, commands and other software tools that ensure the viewing of data by Authorized Users from the Licensee’s Personal Web Office.
3.6 The Licensor shall not be liable to the Licensee for any damage, any loss of income, profit, information or savings related to the use or inability to use the Program, including in case of prior notification by the Licensee of the possibility of such damage, or any claim by a third party.
4.1 The licensee shall register on the website https://Robotrainer.ru/. Following the results of registration, a personal account of the Licensee shall be created on the website and the Licensee shall receive authorization information by e-mail from the Licensor to access the copy of the Program posted on the Internet server. Such transfer is considered by the Parties as the beginning of using the copy of the Program.
4.2 The test period is the payment at a reduced rate of 1 month of use, at the end of this period you must pay a subscription for a year or three months.
4.3 When filling in the Application, the Licensee shall indicate the Tariff plan chosen by the Licensee and the period of purchasing a simple (non-exclusive) license of the Program. When purchasing a simple (non-exclusive) license for the Program the test period is included into the license validity period. Depending on the data specified in the Application, the Licensor’s remuneration and, if applicable, the cost of Additional Services will be formed.
4.4. In the event of a waiver of the right to use the Program, expressed in the absence of payment for the License, or in the presence of a written denial posted in the personal cabinet, the Licensor blocks the actual access of the Licensee to use the Program and / or stops the placement of the Licensee on the Internet server. If there is a time interval between the end of the test period and the payment of the License fee, the Licensor may restore the exercise of the Licensee’s right to use the Program after the Licensor receives the appropriate payment.
4.5. When paying the License fee, the Licensor grants the Licensee access to the Program on a permanent basis for the period of the paid period according to the Tariff plan. The beginning of the next period shall be calculated from the date of receipt of payment to the Licensor’s current account by the Licensee under the terms and conditions of this Agreement. If the Licensee decides to change the Tariff plan during the period of use of the respective Tariff plan and pays another Tariff plan, such Tariff plan shall be transferred in the amount reduced by the amount of the previously paid but actually unused Tariff.
4.6 In case of any errors in the future work of the Program, the Licensee shall send a Ticket to the Licensor. The Ticket shall be registered in the Licensor’s accounting system, and the Licensor shall send the response to the Licensee on acceptance of its application, after which the work on elimination of the said defects shall begin. The term and order of elimination shall be determined by the Licensor independently, depending on the technical feasibility and depending on the cause of the errors.
Price and settlement procedure
5.1 Payment of the License fee (payment of the Tariff plan), extension of the Simple non-exclusive license for the Program and payment for the Additional Services are made as 100% prepayment.
5.3 The cost of Additional Services, unless it is expressly stated on https://robotrainer.ru/, is agreed upon by the Parties additionally by e-mail. After the cost is agreed, the Licensee shall be billed. The fact of payment of the Invoice means that the Licensee fully agrees with the amount specified in it.
5.4 Calculations under this Agreement shall be made in rubles, as well as in US dollars in accordance with the current legislation in the field of foreign exchange regulation and foreign exchange control.
5.5. The Licensee – natural person, is given the opportunity to make payment under this Agreement through payment systems. Information about such opportunities shall be placed by the Licensor in the Personal Cabinet of the Licensee, or provided upon its request.
5.6. The moment of the Licensee’s performance of payment obligations is the date of receipt of funds, in full, on the current account of the Licensor.
5.7 In case of early termination of this Agreement for any reason, the Licensor may, but is not obliged to, make a refund. The procedure and amount of the refund, if the Licensor has made a corresponding decision, shall be discussed with each Licensee individually by e-mail. If the Licensee has made a payment in favor of the Licensor in accordance with the terms and conditions of the action conducted by the Licensor, when making a decision on the return of funds paid for the action is recalculated the cost of the license and / or additional services, and the refund is made at the current rates established by the Licensor, and not at the promotional rates.
5.8. The Licensor may unilaterally change the amount of the License Fee (Tariff Plan), the cost of Additional Services, and the amount of discounts (if any). The Licensor shall notify the Licensee of the change in the amount of the License Remuneration (Tariff Plan) and the cost of Additional Services not later than 5 (Five) days after the decision on the change is made. The Licensor may not notify the Licensee of the change in the amount of discounts, including if the change in the amount of discounts affects the amount of the Tariff plan or the cost of additional services.
If the Licensee disagrees with these amendments, it shall provide the Licensor with a written waiver of this Agreement.
6.1. In case of occurrence of force majeure circumstances, which include natural disasters, accidents, fires, mass riots, strikes, military actions, illegal actions of third parties, entry into force of legislative acts, governmental decrees and orders of state bodies, which directly or indirectly prohibit the activities specified in this Agreement, which prevent the Parties from performing their functions under this Agreement and other circumstances, The Parties, independent of the expression of their will, are released from liability for failure to fulfill their obligations, if within 10 (ten) days from the date of occurrence of such circumstances and in the presence of communication, the Party affected by their influence will inform the other Party about the incident and will make every effort to promptly eliminate the consequences of force majeure.
6.2. A party suffering losses due to force majeure may require the party subjected to force majeure to provide documentary evidence of the scope of the events and their impact.
Liability of the parties
7.1 Non-fulfillment or improper fulfillment of obligations under this Agreement The parties shall be liable in accordance with the current Russian legislation.
7.2 The Licensor does not assume any responsibility for compliance of the Program with the expectations of the Licensee from its use.
7.3 The licensee agrees that no software is free from errors.
7.4. The Licensor is not responsible for: – any actions of the Licensee related to the use of the provided Licenses; – for damages of any kind incurred by the Licensee due to the loss and/or disclosure of its data; – for the quality of services (in particular, data transmission services) required to work with the Program, if they are organized by third parties not engaged by the Licensor.
7.5 The Licensee agrees that the Licensee must use software (web browsers, operating systems, etc.) and equipment (personal computers, network equipment, etc.) manufactured and provided by third parties to operate the Program, and the Licensor cannot be held responsible for the quality of their work.
7.6. The Licensor ensures data backup every 72 hours and stores the Licensee’s data during the whole term of the Contract.
7.7 In case the data loss is caused by the Licensor, the Licensor shall take all necessary measures to restore the data within 3 working days, if technically possible.
7.8 In case the data loss was caused by the Licensee’s actions, data recovery is performed upon request to the Licensor. Data restoration is performed only if technically possible.
7.9. All disputes and disagreements are settled through negotiations. If the disagreement and dispute cannot be resolved by negotiation, the matter shall be referred to the Clearwater Florida US Arbitration Court.
7.10. The Licensee shall be solely liable to third parties in the event that the Licensor and/or the Licensee receives complaints about the fact of receiving messages of advertising and information nature without the consent of the recipient. In case of receiving such claims by the Licensor, the Licensor has the right at its own discretion:
(a) Block the Licensee’s account or
b) transfer the Licensee’s data to a third party from which the claim was received for direct proceedings against the Licensee and the third party.
7.11. The Licensor is not responsible for the distribution/modification/deletion of data from the Licensee’s account in case such distribution/modification/deletion of data is caused by actions in the account directly by the Licensee or by third parties on his behalf, including distribution/modification/deletion of data via API.
8.Term of validity and procedure of termination of the agreement
8.1. The agreement comes into force from the moment of its acceptance and is valid indefinitely.
8.2 This Agreement may be terminated prematurely on the grounds set out in its text by agreement of the Parties, as well as unilaterally with a prior notice of refusal 10 (ten) working days prior to the date of termination. Notification of unilateral withdrawal from the contract shall be sent in writing.
9.1. All personal data specified by the Licensee in the personal cabinet, processing of which is carried out on the Licensor’s Server, is used and processed to fulfill the Licensor’s obligations to the Licensee in accordance with this Agreement.
9.2 According to the provision, Article 6 of the Federal Law of the Russian Federation “On Personal Data”, the Licensee’s consent to the processing of his data is not required. According to the provisions of Article 22 of the Federal Law of the Russian Federation “On Personal Data”, the Licensor shall not notify Roskomnadzor of the Russian Federation on the processing of the Licensee’s personal data.
9.3 The Licensor does not provide the Licensee’s personal data to third parties, unless the Licensee has agreed to the provision of such data, or if the provision of such data is made upon a legal request of the state authorized bodies of the Russian Federation.
9.4 Personal Data is stored on the Licensor’s server as long as you have an account, but it can be deleted by you at any time. If you want any of your Personal Data to be deleted from the database of the Program, you can delete the Personal Data in the Personal Cabinet yourself.
9.5 The Licensor shall take all necessary measures to protect the Licensee’s Personal Data from unauthorized access by third parties.
9.5.1. Personal data of third parties of the licensee
The Parties have determined that the beginning of use of the license in accordance with this Agreement (performance of the Licensee’s activities on ru automatically entails registration of users – natural persons in the Licensee’s account. Personal data of such third parties shall be used in accordance with Clause 3 of Article 6 of Federal Law N 152RF “On Personal Data”.
According to paragraph 3 of Article 6FZ N 152 of the Russian Federation “On personal data” the Licensee, as an operator of personal data of its users, instructs the Licensor to store such personal data on its server using the necessary software and hardware protection for the proper provision of services by the Licensee.
The licensor is obliged to maintain the confidentiality of such personal data and to ensure their safety during storage.
The provision on confidentiality does not apply where a request for this type of information has been made by a public body.
The address of the licensor’s requisites
AMERICAN BUSINESS TRUST. CORP
Employer Identification Number (Tax ID): 82-2660169
Name Bank: Bank of America
ACH Routing Number: 063100277
Account Number: 8980 9195 8373
Mailing address: US 630 Wells Court 402, Clearwater FL 33756
Phone: +1(727) 3669144
Authorized representative on the territory of Russia
Novikov Konstantin Viktorovich,
Certificate Series 50 No. 006071261
OGRN IP 304502935900064 of 24.12.2004g.
Address: 141002, Mytischi, Moscow region,
32, Novomytishchinsky Prospekt, 38 sq. m.
P/s 40802 8107 0258 0000642
ALFA BANK A.S.
Phone: +7 968 008 9992