OFFER
License agreement (non-exclusive license)

This agreement is concluded between the Limited Liability Company "ZBL", hereinafter referred to as the "Licensor/Design Bureau", represented by General Director Dmitry Anatolyevich Borisov, acting on the basis of the Charter, on the one hand, and a legal entity/individual entrepreneur, hereinafter referred to as the "Licensee/The Client, on the other hand, are collectively referred to as the "Parties" and individually as the "Party".

1. DEFINITIONS

For the purposes of this document, the following terms are used in the following meaning:
● Offer is a public offer of the Licensor addressed to any person to conclude an agreement with him for the provision of rights to use the result of intellectual activity (hereinafter referred to as the Agreement) on the existing terms contained in the Agreement.
● Acceptance – the Client's full and unconditional acceptance of the terms of the Agreement.
● The ReRooms CRM software /Database (hereinafter referred to as the "Program") is an online service hosted on the Licensor's servers that allows the contractor/designer and the licensee/client to interact remotely during the development of a design project and allows storing and transferring text and media files on design projects, chats and comments on projects.
● Use of the Program – use of the functionality of the service and/or launch in the manner specified in this Agreement.
● Technical support – activities carried out by the Licensor within the limits and volumes established by him to ensure the functioning of the Program, including information and consulting support for Clients on the use of the Program.
● License is the non–exclusive right of the Client to use the software transferred to the Client by the Licensor by creating and providing access to the personal account on the Licensor's website.
● Licensor's Website (Site) – a set of web pages posted on the Internet at https://rerooms.ru /.
● Personal account is a closed piece of software posted on the Website of the Design Bureau, which the Client accesses by using a unique username and password, based on the account created at https://crm.rerooms.ru /.
● Tariff – the cost of using the license (license fee) for granting the right to use the Licensor's software and its services and chosen by the Client, according to the current prices published on the Licensor's website.
● Design project - a set of documents describing design solutions and including a set of documents. The list, characteristics and scope of the solutions being developed within the framework of the Design Project, approved by the Client in the personal account, by using the functionality of the Licensor's software.
● The Licensee/The Client is a legal entity/individual entrepreneur who uses the Licensor's software for a fee, for the purpose of interacting with system users (Performers) developing a Design Project.
● Additional services – the list and scope of services that users can use when using the functionality of the Licensor's software.
● A simple (non–exclusive) license is a non-exclusive right to use the Program for your own consumption, without the right to alter or otherwise recycle, without the right to distribute.

2. Subject of the agreement

2.1. The Licensor grants the Client the right to use (a simple non-exclusive license) the Program within its functionality by connecting to the Program via the Internet, exclusively for the Client's independent use without the right to sublicense to third parties.
2.2. This Agreement is concluded before or immediately upon the start of using the Program and is valid for the entire period of its lawful use by the Client, provided that the Client properly complies with the terms of this Agreement.
2.3. The Licensor grants the Client the right to use the Program
2.4. The Software is intended for the Client's interaction with the system users (Performers/Designers) for the development and approval of a Design project.

3. Copyright

3.1. The Program is the result of intellectual activity and the object of copyright, which are regulated and protected by intellectual property law and international law.
3.2. The algorithms of the Program and its source codes (including parts thereof) are a trade secret of the Licensor. Any use of them or use of the Program in violation of the terms of this Agreement is considered a violation of the Licensor's rights and is a sufficient reason to deprive the User of the rights granted under this Agreement.
3.3. The Licensor guarantees that he has all the necessary rights to grant them to the Client.
3.4. Liability for copyright infringement occurs in accordance with applicable law.
3.5. The Client may not, under any circumstances, delete or obscure information and information about copyrights, trademark rights or patents specified in the Program.
3.6. If the results of intellectual activity are created during the Client's use of the software, the exclusive rights to the results of intellectual activity (exclusive license) belong to the Licensor, while the rights to the results of intellectual activity will be transferred to the Client under the terms of a simple (non-exclusive) license (the right to use the design project) to the following extent:
3.6.1. the right to any non-commercial (not related to the Client's profit-making) use of the Design Project;
3.6.2. processing of the Design Project and the use of processing by any means and in any form provided for by law for purposes not related to profit-making by the Licensor;
3.6.3. reproduction of the Design project on any material medium, public demonstration of the Design project. When demonstrating a Design project in the media and on the Internet, it is mandatory to indicate the copyright holder of the exclusive rights to it - the Licensor.
3.7. The design project is transmitted electronically in the bitmap format of JPG or Adobe PDF images. Source files in AutoCAD (dwg), ArchiCAD (pln) and 3D Studio Max (max) formats are not transferred to the Client.

4. Terms of use of the program and restrictions. The procedure for concluding the contract

4.1. The Licensor, based on the Client's request, forms the Client's personal account, taking into account the functionality of the program according to the tariff chosen by the Client. After creating a personal account, the Licensor sends the Client a username and password to access the Personal Account.
4.2. The Client has the right to change the password in his Personal Account on his own.
4.3. The Client is solely responsible for the security (resistance to guessing) of the password chosen by him, and also independently ensures the confidentiality of his password. The Client is solely responsible for all actions / omissions (as well as their consequences) within or using the Program under his Account, including cases of voluntary transfer or non-compliance with confidentiality of data for access to his Personal Account to third parties on any terms (including contracts or agreements). At the same time, all actions in the Personal Cabin using the Program under the Client's account are considered to be performed by the Client himself.
The Client is obliged to immediately notify the Licensor of any unauthorized access to the Program using his Account and/or of any violation (suspected violation) of the confidentiality of his password. For security reasons, the Client is obliged to independently perform a secure shutdown under his account (the "Exit" button) at the end of each session of working with the Program. The Licensor is not responsible for possible data loss, as well as other consequences of any kind that may occur due to the Client's violation of the provisions of this part of the Agreement.
4.4. Upon request of the Client, the Licensor may provide additional services related to the functionality of the Licensor's software.
4.5. In order to ensure the correct functioning and interaction of the Program users, the Client undertakes to upload/provide the necessary technical documentation (room plan, copy of the construction project, BTI plan, etc.) through his personal account before the start of the development of the design project.
4.6. This Agreement is concluded by accepting this Offer.
4.7. The Client confirms that he has carefully read the terms and tariffs of using the program and that at the conclusion of the agreement he has paid an advance payment in the amount of 70% of the selected tariff.
4.8. Making an advance payment by the Client means his full agreement with the terms of this Agreement, the rules and procedure for using the program.

5. The procedure for using the program

5.1. In order to use the Program, the Client must complete the registration procedure, as a result of which a Personal Account will be created for the Client.
5.2. The Client agrees to the following terms of use of the program, taking into account its functionality and the order of interaction between the users of the program (the client and the contractor).
5.3. After the development of each stage, using the Services of the program, the Contractor sends the result of the completed stage to the Client. If there are comments, the client sends the information to the Contractor to finalize a particular stage. The number of iterations in the basic version of the program: according to the Planning solutions – 2, according to the Concept – 1, according to the Visualizations – 1, according to the Final drawings – 1.
To get an extended version with a large number of iterations, the client buys a license. After each stage is approved, all unused iterations for each stage cannot be used in the future. If it is necessary to make changes to previously agreed stages or a stage, after their approval by the Client, the Client can use additional functionality of the program for a fee, according to the tariffs.
5.4. Taking into account the functionality of the program, the Client is provided with project support services (Author supervision). Information about the terms and procedure for using the Author's Supervision is posted in the Client's Personal Account.
5.5. The Licensor provides Technical support to the Client, including by providing additional services related to the functionality of the Program, the specifics of its operation on standard configurations.
5.6. The Client has the right to contact the Licensor's Technical Support service without paying additional remuneration.
5.7. In order to provide Technical Support, the Licensor has the right to require the Client to provide information related to account data, technical characteristics of equipment and other information necessary for the provision of Technical Support.
5.8. In accordance with the terms of this Agreement, the Licensee is not obliged to provide the Licensor with reports on the use of the program.

6. Payment procedure

6.1. For the granted right to use ReRooms CRM, the Licensee pays the Licensor a license fee, according to the tariffs published on the website.
6.2. Payment by the Client is made by using the payment system
6.3. The license fee is not subject to value added tax (VAT) in accordance with clause 1 of Article 145.1 of the Tax Code of the Russian Federation due to the Licensor's application of exemption from VAT duties in connection with the Licensor's participation in the Skolkovo project.
6.4. Payment is made in rubles.
6.5. The day of payment is considered to be the day when funds are credited to the Licensor's current account.
6.6. In case of late payment by the Client, as set out in clause 4.7., clause 5.2.6 of the Agreement, or making a payment in a smaller amount than provided for in the Agreement, the Licensor automatically restricts the client's access to the personal account.

7. Validity, modification and termination of the agreement

10.1. In all matters not regulated by this Agreement, the Parties are guided by the current legislation.
10.2. The Licensor has the right to change the terms of this Agreement unilaterally by posting the amended text on the Internet.
10.3. The Licensor has the right, in case of violation by the Client of the terms of this Agreement on the use of the Program, to unilaterally terminate this Agreement.
10.4. Upon termination of this Agreement by any party and for any reason, the Client is obliged to stop using the Program completely.
10.5. The Client is obliged to notify the Licensor in writing in his Personal Account about the refusal to fulfill the Agreement and its termination unilaterally.
10.6. In case of termination of the Agreement and (or) the Client's refusal to fulfill the Agreement and use the Program, the amount of the prepayment made to the Client will not be refunded. The specified amount is used by the Licensor, among other things, to cover the actual costs incurred for the execution of the Contract and the granting of rights to use the program.
10.7. After sending the developed Design Project to the Client or the end of the term of use of the program in accordance with the procedure specified in the Agreement, the Client does not have the right to cancel this Agreement and terminate it unilaterally for reasons beyond the control of the Licensor.
10.8. If the competent court finds any provisions of this Agreement invalid, the Agreement continues to be valid in the rest.
10.9. The Agreement is an open and publicly available document. The Agreement may be amended and/or supplemented and/or revoked by the Licensor unilaterally without prior notice, only in cases where payment has not been received from the Client. The current version of the Agreement is located in the Client's Personal Account on the Licensor's Website.

8. Licensor's contact Information

Реквизиты
Лицензиар/Дизайн-бюро:
ОБЩЕСТВО с ОГРАНИЧЕННОЙ ответственностью «ZBL»
11213 Кампестре-Л-Напта
Эль-Пасо, Техас, 79936
напишите нам: helpme@stylehaus.net

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