Terms of Service
1. Terms and definitions
1.1. Account is the User’s account, identified by the data specified during registration and the number of the contract of accession, which uniquely and completely determines the amount of data in the broad sense that belongs to the User. Data in the broad sense refers to any data entered by the User (for example, information about goods and sales, settings, content, files, images, etc.) or arises in the process of using the Program (for example, statistics on site visits, sales data etc.).
1.2. Account registration is the User’s action signaling his intention to conclude a License Agreement, expressed in clicking on the “Register” button or using other authorization methods (account in social networks, etc.). As a result of Activation, the Account is assigned a unique accession agreement number (identifier).
1.3. Personal data subject - an individual to whom Personal data relates.
1.4. Internet site (Website) - a set of integrated software and hardware and hardware, as well as information intended for publication on the Internet and displayed in a specific text, graphic or sound forms.
1.5. License - a simple non-exclusive right to use the Program to the extent and extent established by the ApiWay.ai service.
1.6. Personal Account - the User account identified by the User’s email address.
1.7. Control Panel is the User interface in the Program that allows the User to change the available settings of the Program and carry out other provided actions available in the Program.
1.8. Software extensions (extended functionality of the Program) - an integral part of the Program allocated to an additionally connected amount of functionality offered to the User at the discretion of the ApiWay service.
1.9. ApiWay Server (Server) - a hardware complex consisting of several server computers, configured and administered in such a way as to ensure sufficient performance of the Program when used by the User.
1.10. Email - for the Licensor, the address email@example.com; for the User: the address provided when registering the Account. Each of the Parties undertakes to independently provide its access to e-mail, sufficient to receive the necessary notifications under this Agreement.
1.11. CRM-system - application software designed to automate work, store contacts, strategies for interacting with customers (customers), in particular to increase sales, optimize marketing and improve customer service by storing customer information and history of relationships with them, the establishment and improvement of business processes, the subsequent analysis of the results, etc. Other terms are interpreted in accordance with the legislation.
1.12. Software (Software Product) - ApiWay computer program, which is a collection of data and commands designed to operate computers and other computer devices in order to obtain a specific result and the audiovisual displays generated by it, as well as program extensions to her.
2. SUBJECT OF THE AGREEMENT
2.1. The subject of this Agreement is the provision by the Licensor to the User of a simple non-exclusive license to use the software in the manner and on the conditions provided for by this Agreement.
2.2. All exclusive property rights to use the PP are the result of the intellectual activity of the Licensor and are protected by copyright law. The Licensor guarantees that it has all the necessary rights to provide the User with the right to use the software under this Agreement.
2.3. This Agreement is applicable to all software updates and Plug-ins that are transmitted or made available to the User in connection with the conclusion of this Agreement.
3.SCOPE OF LICENSE
3.1. The simple non-exclusive right to use the software under this Agreement includes the right of the user to use the software for a period of time and in the amount of functionality provided by the capabilities of the service.
3.1.1. The user is given the opportunity to change the settings of the software, within the limits available to the user in the Control Panel.
3.2. User is NOT entitled:
3.2.1. Get access to the source code of the software, edit and / or study the source code of the software, open the technology of the software;
3.2.2. Use PP to perform illegal actions, including, but not limited to: spamming, sending threats and insults, spreading false advertising, calling for violent actions;
3.2.3. Copy, reproduce the software or its individual elements and save the software on a tangible medium for transfer to third parties;
3.2.4. Place viruses and other malicious files in the software and / or using software; distribute malware using the software;
3.2.5. Try to circumvent the technical restrictions set in the software;
3.2.6. Publish the software, giving third parties the ability to copy it;
3.2.7. Provide software for rental, rental or temporary use to third parties for profit.
3.3. The results of the use of software by the User, including all types of input primary data according to clause 1.1. of this Agreement, or received as a result of the functioning of the software, belong to the User.
4.RIGHTS AND OBLIGATIONS OF THE PARTIES
4.1. The Licensor is obliged to transfer to the User non-exclusive urgent rights to the PP in accordance with the terms of this Agreement. Non-exclusive urgent rights to PP are transferred to the User for a period according to the capabilities of the service.
4.1.1. The Licensor has the right to expand and modify the functionality of the software without obtaining the consent of the User, to update the software and software extensions.
4.1.2. To introduce service restrictions without prior coordination with the User. Moreover, such changes take effect after 30 (thirty) calendar days from the date of notification of the user of a change or limitation of the service’s functionality to the User’s email specified in this agreement.
4.1.3. Block access to software in case the User violates the terms of this Agreement or at the request of the court or other competent authorities.
4.2. Licensor undertakes:
4.2.1. Provide the User with a simple non-exclusive right to use the software in accordance with Section 3 of this Agreement.
4.2.2. Inform the User about significant improvements and changes to the software, as well as about changes in the conditions of transfer of rights to use the software through electronic mailing.
4.2.3. To inform the User about the change in the capabilities of the service through electronic mailing.
4.2.4. Ensure the functioning of the software and the possibility of using the software by the user, provided that the user fulfills the conditions of clause 4.4.1. , clause 4.4.2, cl 4.4.3 of this Agreement.
4.3. User has the right:
4.3.1. Obtain a simple non-exclusive right to use PP in the amount provided for in section 3 of this Agreement.
4.3.2. Independently select the necessary functionality, at your discretion, change your own settings inside your account.
4.4. User agrees:
4.4.2. Independently ensure the technical feasibility of using software, including: uninterrupted access to the Internet; availability on the user's computer from which access to the software is provided, software for accessing the Internet.
4.4.3. Independently study the instructions and documentation for the software located in the User’s Control Panel to familiarize themselves with the functions of the software.
4.4.4. Ensure the security of access parameters to the software received from the Licensor in order to protect against unauthorized access.
5.TRANSFER OF RIGHTS
5.1. The Licensor transfers to the User a license for PP within 1 (one) business day after the User has registered, by providing the User with access parameters (login and password) to the Account, or by releasing the User Account from the Blocking state. From the moment the User receives the access parameters to the Account, a simple non-exclusive right to use the software is considered transferred by the Licensor and received by the User.
5.2. Transfer on a tangible medium is not performed.
5.3. If the User has claims to the volume of actually granted rights to use the software, the User can notify the Licensor about them by E-mail no later than 5 (five) days from the moment they arise. Service reserves the right to respond to a claim at its discretion.
5.4. The Licensor may consider the User’s claim no later than 7 (seven) business days, and, if justified, take all necessary measures to eliminate its cause, or transmit instructions to the User to eliminate the reasons for the claim.
5.5. The user has the right to change the Personal Account in the direction of increasing functions. To do this, he sends an application to the contacts specified in the PP. The Licensor provides, and the User accepts an additional amount of non-exclusive rights in the manner specified in Section 5 of the Agreement.
5.6. The Licensor may at any time terminate the User’s access to the software by blocking the account..
5.7. If the User is not authorized on the service within 30 days from the moment of the occurrence of the Account Blocking state, the Licensor considers such actions of the User as a refusal to execute the Agreement and acts in accordance with clause 7.4.
6.SPECIAL CONDITIONS. RESPONSIBILITY OF PARTIES
6.1. The parties to this Agreement are liable in accordance with applicable law.
6.2. The User assumes full responsibility for the results of his actions in the software, as well as for the actions in the software of third parties to which the User has granted access to the software, including, but not limited to: setting up the software, working with data and others. The Licensor is not responsible for the actions of the User in the software and does not guarantee the correction of the results of the actions of the User.
6.3. The Licensor is not responsible for the inability to use the software by the User for reasons beyond the control of the Licensor.
6.4. The licensor is not responsible for the content of information posted by the User using software published in text, graphic, multimedia and other formats.
6.5. The Licensor is not responsible for the result of the use or usefulness of the rights to use the software provided under this Agreement, as well as for the quality of the User’s access to the software through the Internet.
6.6. The Licensor is not responsible for any indirect / indirect losses and / or lost profits of the User and / or third parties, regardless of whether the Licensor could foresee the possibility of such losses in a specific situation or not.
The Licensor and the Licensee are not liable for any indirect / indirect losses and / or lost profits of the User and / or third parties, regardless of whether the Licensor could foresee the possibility of such losses in a particular situation or not.
6.7. The Licensor shall not be liable for any damage resulting from the action or inaction or violation of the Agreement by the User or his representatives, agents or subcontractor (s).
6.9. The user is responsible for the placement of any materials, including advertising materials and materials that are the subject of copyright, in accordance with applicable law.
6.10. The Licensor is not liable to the User as a result of unauthorized use of his access to the software through the fault of the User and for the losses of the User that may be caused as a result of such use of the User’s access.
6.11.The user is responsible for the procedure for conducting his business operations using software; he independently decides on the need to register a business entity and acquire all necessary certificates, licenses, permits and other similar documents.
6.12. The user knows the most important functional properties of the software, in respect of which the rights to use are granted. The Licensor is not responsible for the non-compliance of the software with the expectations and needs of the User, for the improper functioning of the software on the User’s equipment.
6.13. None of the Parties shall be liable to the other party for failure to fulfill obligations due to circumstances arising beyond the will and desire of the party and which cannot be foreseen or avoided, including declared or actual war, civil unrest, blockade, earthquake, flood, fires and other natural disasters (Force Majeure).
6.14. A party that has not fulfilled an obligation due to force majeure must notify the other party of obstacles to performance and their impact on performance of obligations.
6.15. In order to implement this Agreement, the User gives the Licensor permission to use, store, process and disseminate personal data: his own and his employees in the way and to the extent that it is necessary to fulfill the terms of this Agreement.
7. CONTRACT TIME
7.1. This Agreement shall enter into force on the date of its signing and is valid for the entire period of use of the software.
7.2. This Agreement is extended for every next 3 months, subject to the continued operation of the software.
7.3. A User Account with all data remains in the software for 30 days from the date of Account Lockout. After this period, the Licensor has the right to delete the account and all user data without prior approval.
7.4. Non-compliance by one of the PARTIES with the terms of this Agreement may serve as a basis for early termination of the Agreement in the manner specified by the Legislation.
8.1. All disputes and disagreements that may arise between the Parties on issues related to the implementation of this Agreement will be resolved by the Parties through negotiations.
8.2. In the event that the Parties have not resolved the disagreements through negotiations, such disagreements shall be resolved by the Parties in the arbitration court.
9.1. The Parties agree to keep confidential the terms of this Agreement, as well as all information received by one Party from the other Party during its conclusion and execution (hereinafter - “Confidential Information”), and not to disclose, not to disclose, not to disclose or otherwise provide such information to any third party without the prior written permission of the Party transmitting this information.
9.2. Each Party will take all necessary measures to protect the Confidential Information, at least with the use of the same measures that the Party uses to protect its own Confidential Information. Access to Confidential Information is provided only to those employees of each of the Parties for whom it is reasonably necessary for the performance of official duties for the performance of the Agreement. Each of the Parties undertakes to familiarize its Employees with the obligations to ensure the safety of Confidential Information, which are provided for by this Agreement with respect to the Parties.
9.3.The obligation to keep Confidential Information confidential is valid for the duration of the Agreement and for five years after its termination, unless otherwise agreed by the Parties.
10.1. The relations of the Parties under this Agreement are governed by applicable law.
10.2. The User agrees to receive additional information and newsletters of the Licensor by e-mail and telephone specified at the conclusion of the contract. Information and newsletters may contain information about changes and improvements to software and software extensions, about other products and services offered by the Licensor, announcements of specialized events of the Licensor and other marketing information.
11.1. The licensor is exempted from liability for full or partial failure to fulfill obligations under this Agreement if such failure is the result of force majeure ("force majeure"), that is, extraordinary and unavoidable by the Parties under the given conditions of circumstances, including mass riots, prohibitive actions of authorities , natural disasters, fires, disasters and other force majeure circumstances, as well as:
• Power outages;
• Global disruptions in Internet segments;
• Routing System Failures;
• Failures in a Distributed Domain Name System;
• Failures caused by hacker and DOS attacks, as well as other illegal actions of third parties;
• Failures in the User’s equipment, including, but not limited to tablets (laptops) where the Program is used. 11.2. The Licensor is obliged, if technically feasible, to notify the User by email about the occurrence of force majeure within 7 (seven) calendar days from the moment they occur.
11.3. If, as a result of force majeure circumstances, the Licensor is deprived of the opportunity to fulfill his obligations under the Agreement within 3 (three) or more months, then the Agreement shall be deemed terminated without damages.