User Agreement

This document “User Agreement” comprises the official proposal of “SayAnyway” LLC (thereinafter – “Administration”) to conclude the contract under the conditions set out below.

  1. General terms
    1. The following terms and definitions are applied herein and to relations of the Parties appearing or associated with it:
      • Agreement means the text of the document with all appendices, alterations and addonings to it, describing the general conditions of the Platform usage.
      • Platform means the integrated software and hardware system “Sayanyway” for the organizing and holding of remote meetings (video conferences) between Platform Users for the purposes of the development of communication in English skills, including the Website, the Products and other computer programs and/or databases implementing the Platform's functionalities.
      • Website means the automated information system available at the Internet address (including subdomains): https://www.sayanyway.com/.
      • Products means computer programs and databases that implement particular functionalities of the Platform, the right to use which is provided under the conditions of a separate license contract with the Administration.
      • User means a person who has entered into this Agreement with the Administration in his or someone else's interest in accordance with the applicable statutory requirements and this Agreement.
      • Status means the Platform functionality features, the choice of which is conducted by the User at his own convenience from among those proposed by the Administration.
      • Moderator means the status of a registered User, within which access to the Platform functionalities is provided, related to holding remote meetings (video conferences) with the using of the Platform.
      • Speaker means a registered User who is provided with access to the Platform functionalities related to participation in remote meetings (video conferences) held by the Moderator with the using of the Platform.
      • Content means any information materials, including text, graphic, audio, video and other materials, as well as messages and notifications, educational materials that Users upload to the Platform, broadcast using the Platform, or which Users gain access with the using of the Platform.
      • Personal account means the personal section of the Platform, to which the User gains access after registration and/or authorization in the Platform. The personal account is intended for storing the User's personal information, the placing of orders for granting the Products usage rights, the gaining of access to the Products, as well as the using of the Platform other functionalities and the receiving of notifications in accordance with the procedures of notification.
    2. The other terms and definitions not specified in clause 1.1 of the Agreement may be used in this Agreement. If this occurs, the interpretation of such a term shall be carried out in accordance with the text of the Agreement. In the case of absence of the unambiguous interpretation of the term or definition in the text of the Agreement, one should be guided by its interpretation defined: primarily, by the binding instruments specified in it, secondarily, by the laws of the Russian Federation, and subsequently by customary business practices and scientific doctrine.
    3. The usage of the Platform by you in any way and in any form within its declared functionalities, including:
      • viewing, downloading, posting, distributing or using the Content;
      • registration and/or authorization in the Platform;
      • sending a request through the feedback form;
      • drawing up an order for the provision of the Products usage rights;
      • holding a remote meeting (video conferences) and participating in it;
      • other use of the Platform,

      concludes a contract under the terms and conditions of this Agreement and the binding on the Parties documents specified herein, in accordance with the provisions of Articles 437 and 438 of the Civil Code of the Russian Federation.

    4. By having used any of the above opportunities for using the Platform, you confirm that:
      • You aware of the terms and conditions of this Agreement and the Binding instruments specified herein full and complete before using the Platform.
      • You accept all the conditions of this Agreement and the Binding instruments specified herein full and complete without any exceptions and restrictions on your part and agree to comply with it or to stop using the Platform. If you do not agree with the conditions of this Agreement and the Binding instruments specified herein or do not have the right to conclude an agreement on it basis, you should immediately stop any use of the Platform.
      • The Agreement (including any of its parts) and/or the Binding instruments specified herein may be changed by the Administration without any special notice. The new edition of the Agreement and/or the Binding instruments specified herein becomes effective on the moment of it is posted on the Website or brought to the attention of the User in another convenient form, unless otherwise provided by the new edition of the Agreement and/or by the instruments specified in it and binding on the Parties.
  2. General conditions of the Platform usage
    1. A compulsory condition for the conclusion of this Agreement is the complete and unconditional acceptance and observance by the User in the cases stated below of requirements and provisions, defined by the following instruments (“Binding instruments”):
      • Privacy policy, posted and/or available at the Internet address https://www.sayanyway.com/privacy-policy, and it contains the rules for the provision and the use of personal user information, including personal data.
      • Public Offer on the concluding of the license contract, posted and/or available at the Internet address https://www.sayanyway.com/user-agreement#public_offer and is a binding instrument if the User draws up an order for the provision of the Products usage rights.
      • Documentation, posted and/or available on the Platform, in which Platform's behavior is described, as well as technical requirements, conditions and the Platform user guide.
    2. The Platform usage in a limited part of viewing the Content in the sections of the Website open for general use and sending requests through feedback forms is possible without the User going through preliminary registration and/or authorization.

      For the rest, the use of the Platform functionalities shall be allowed after the User has registered and/or authorized in the Platform in accordance with the rules established by the Administration.

    3. The list of the Platform functionalities, the use of which requires registration and/or authorization in the Platform or the User performing certain additional actions (filling out a profile, concluding a separate license contract with the Administration) shall be determined at the Administration's own convenience and may change from time to time.
    4. For registration the User shal undertake to provide true and complete information about himself on the issues proposed in the registration form, as well as when placing an order for the granting of Products usage rights, and to keep this information up to date. If the User provides unreliable information or the Administration has reason to believe that the information provided by the User is incomplete or unreliable, the Administration has the right, at its own convenience, to block or delete the User's Personal cabinet, as well as to deny the use of the Platform to the User in full or in a certain part.
    5. The administration reserves the right at any time to demand from the User confirmation of the data specified during registration, and in this regard to request documentary supports (in particular, identity papers), failure to provide which, at the Administration's own convenience, can be equated with the provision of unreliable information and can entail the consequences provided for in clause 2.4 of the Agreement.
    6. In the event that the User data specified in the documents provided by him does not correspond to the data specified during registration, as well as in the case when the data specified during registration does not allow identifying the user, the Administration has the right to take measures specified in clause 2.4 of the Agreement.
    7. The technical, organizational and commercial conditions for the Platform usage can be brought to the attention of the Users by posting separately on the Platform or by notifying the Users.
    8. The Administration has the right to set limits and introduce other technical constraints on the Platform usage, which from time to time will be brought to the attention of Users in the form and way chosen by the Administration.
  3. User guarantees

    By accepting the conditions of this Agreement, you confirm and guarantee that:

    1. You have all the necessary rights and authorities to conclude this Agreement and execute it;
    2. The Platform usage will be conducted by you exclusively within the framework of the functional purpose, in compliance with the provisions of this Agreement, the Binding instruments, as well as the requirements of applicable law and customary practice;
    3. You will not take any action that conflicts with the functional purpose or blocks the operation of the Platform or the operation of the relevant hardware and networks;
    4. Your usage of the Platform for specific purposes does not violate the property and/or personal non-property rights of third parties, as well as the prohibitions and restrictions established by applicable law, as well as the rights of the state of your location, including, without limitation copyright and related rights, trademark rights, service marks and appellations of origin, design rights, rights to use the images of people; the Content that you provide and other data does not contain information and/or images that offend the honor, dignity and business reputation of third parties, as well as information that encourage violence, pornography, drugs, racial or national hatred; and you have obtained all necessary permissions from authorized persons in connection with your use of such Content.
    5. Users, who have obtained access to personal data of other Users with the Platform usage, guarantee its processing under applicable law and the Privacy Policy.
  4. License to use Content
    1. By accepting the conditions of this Agreement, you grant the Administration a simple (non-exclusive) license to use the Content that you add (post or broadcast) to the Platform free of charge.
    2. The specified simple (non-exclusive) license to use the Content shall be provided to the Administration at the same time that you add the Content to the Platform for the entire duration of the incorporeal rights to the objects of copyright and (or) related rights that form such Content for use throughout the world.
    3. Within the framework of a simple (non-exclusive) license provided to the Administration, the use of the Content shall be permitted solely for the purpose of implementing the Platform functionalities in the following ways:
      • reproduce Content, i.e. commit making one or more copies of the Content in any tangible form, as well as write it to the memory of an electronic device (the reproduction right);
      • distribute copies of the Content, i.e. grant access to the Content reproduced in any tangible form, including by network and other ways, as well as by sale, renting, letting, providing free of charge, including import for any of these purposes (distribution right);
      • display Content in public (the right of public display);
      • to confer the Content in such a way that any person can have access to it interactively from any place and at any time of their own choice (the right of making available to the public);
      • modify the Content, i.e. remake or otherwise convert the Content, including the translation of the Content from one language into another (the right to alter);
      • the right to assign all or part of the acquired rights to third parties (the right of sublicensing).
    4. In the absence of objects of copyright or related rights in composition of the Content, under this Agreement you provide the Administration with the Content, information and other information materials, for use in any way, including the ability to commit the recording, systematization, accumulating, storing, refining (updating, altering), extracting, using, impersonation, blocking, deleting, destroing such data, transmitting (distribution, provision to any third parties for the implementation of any actions by them) at the sole discretion of the Administration
  5. Limitations and restrictions

    By accepting the conditions of this Agreement, you understand and recognize that:

    1. The Platform functionalities are provided for use on an “as is” and “as available” conditions, and therefore you are not granted with any guarantees that the Platform will meet your requirements; the Platform will run continuously, quickly, reliably and without errors; the results that can be obtained with the using of the Platform will be accurate and reliable; the quality of any product, service, information and Content obtained with the using of the Platform will meet your expectations; all errors in the Content and/or software of the Platform will be corrected.
    2. Any information and/or materials, any other instructions and manuals that you get access by the Platform usage, you use at your own risk and are solely responsible for the probable consequences of using of the specified information and/or materials, including for losses that it could cause to you or third parties, or any other harm.
    3. Since the Platform is at the stage of the constant addoning and upgrading of the functionalities, the form and nature of the provided functionalities may variate from time to time without prior notice to you. The Administration has the right, at its sole discretion, to stop (temporarily or permanently) granting access to the Platform (or any particular functionality) to all Users in general or to you, in particular, without preliminary notice to you.
    4. You have no right on a stand-alone basis or through third parties without the prior permission of the Administration:
      • copy (reproduce) in any form and way the computer programs and databases contained in the Platform, including any of its elements and Content, without obtaining the prior written consent of its owner;
      • reverse engineer, emulate, reverse compile, reverse assemble, decrypte, and perform other similar actions with the Platform;
      • make up software products and/or services with the using of the Platform;
    5. The Administration is in no way connected with the Content provided by the Users in the Platform and/or distributed with its use, and does not perform the inspection of the nature, authenticity and safety of such Content or its components, as well as its compliance with the requirements of applicable law, and whether the Users have the required amount of rights to its distribution and/or use;

      All responsibility for the nature of the Content, and its compliance with the requirements of applicable law, is borne by the person who created the Content, added it to the Platform or broadcasts Content using it.

    6. The Administration is not a transacting party and other relations that arise between Users when using the Platform, and is not responsible for the proper conclusion and execution of any transactions between Users;

      The Administration takes on the role of an information intermediary between the Users, does not control and is not responsible for the fulfillment by the Users of their obligations, for the services provided by the Users, its compliance with the requirements of applicable law, quality, periods of provision, as well as its proper payment.

    7. Users are prohibited from using the Platform for:
      • posting and/or distribution of infringing materials;
      • posting and/or distributing materials of a pornographic nature, as well as the propaganda of pornography and child erotica, and advertising intimate services;
      • distribution of any other prohibited information, including materials of an extremist nature, as well as aimed at infringement of human rights and freedoms on the grounds of race and nationality, religion, language, and gender, inciting to commit violent actions against a person, or to inhuman treatment of animals, calling for the commission of other illegal actions, including explaining the procedure for the manufacture and use of weapons, drugs and its precursors, etc.;
      • distribution of unreliable information discrediting the honor, dignity or business reputation of third parties;
      • carrying out activities requiring a special permission (licensure) in the absence of such a permit (license);
      • committing other unlawful acts, including, without limitation, obtaining unauthorized access to confidential information, distributing it, illegal access to computer information, the using and distributing of malicious computer programs, violation of the rules for the operation of storage, processing or transmission of computer information and information and telecommunication networks, the organization of gambling, lottery conducting and other enabling activities in disregard of current legislation.
    8. When finding errors in the operation of the Platform or in the Content posted on it, distributed with its use, inform the Administration about this at the address specified in the details or separately in the Platform for the support service.
    9. When finding violation of your rights and/or interests in connection with the operation of the Platform, including the posting/distribution of improper Content by another User, you should inform the Administration about it. Do this requires to send a written notification to the Administration with the detail description of the violation circumstances and indicating the Content, in connection with the use of which your rights and/or interests are violated.
    10. For any violations by the User of this Agreement and/or applicable law, as well as for all the consequences of such violations (including any loss or damage that the Administration and other third parties may suffer), the User is responsible.
    11. If the claims by third parties in relation to your violation of any property and/or personal non-property rights of third parties, as well as prohibitions or restrictions established in accordance with the legislation arises, you are obliged, at the request of the Administration, to go through official identification, providing the Administration with a notarized obligation to settle the claims using your own resources and at your own expense, indicating your passport data.
    12. The Administration reserves the right, at its own discretion, to allow or prohibit the posting, to edit, restrict access or delete any Content, including educational materials, broadcasts, reviews, complaints, comments of Users in the Platform, as well as block access to the Platform or otherwise restrict (stop) using the Platform by the User.
    13. If the Administration is held liable or a penalty is imposed on it in connection with the violations of the rights and/or interests of third parties committed by you, as well as the prohibitions or restrictions established in accordance with the legislation, you are obliged to fully compensate the losses of the Administration.
    14. The Administration shall not be liable for any losses caused to the User or any third party in connection with the Platform usage, including but not limited to loss of profit, revenue, business reputation, data or the ability to use data or devices, even if the Administration was warned about the possibility of such losses.
    15. In all the circumstances, the responsibility of the Administration shall be limited to reimbursement of evidenced by the documents real damage in an amount not exceeding 1,000 (one thousand) rubles and is assigned to it only if there is fault in its actions.
  6. Notifications and permissions
    1. You agree to receive from the Administration or other Users to the electronic mail address and/or phone number specified when using the Platform, informational electronic mail messages (hereinafter referred to as “notifications”) about important events occurring in the Platform or in connection with the contracts concluded by the User.
    2. The Administration also has the right to use notifications to inform the User about changes and new opprtunities of the Platform and/or about changes to the Agreement or the Binding instruments specified herein, as well as to deliver messages of a promotional nature.
  7. Electronic signature usage agreement
    1. The electronic documents certified by a simple electronic signature can be used in the relationship between the Administration and the User.
    2. The simple electronic signature shall be deemed to be an electronic signature that, through the use of the User's authorization data (login and password in the Platform or data of the authorization service of social networks) or the User's electronic mail address specified when using the Platform (electronic signature key), confirms the fact of generating the electronic signature directly by the User.
    3. As agreed by the User and the Administration, electronic documents signed with the simple electronic signature shall be deemed to be equivalent to paper documents signed with a manual signature.
    4. The Administration determines the User, to whom a simple electronic signature corresponds, by the authorization data used by the User in the event of any actions taken to use the Platform, or by the electronic mail address used by the User, if the Administration receives messages from such an address.
    5. Any actions committed using the simple electronic signature of the designated User shall be deemed to be committed by such User.
    6. The User undertakes to respect confidentiality of the electronic signature key. In particular, the User does not have the right to transmit the data (login and password) used by him for authorization in the Platform, in the social network or in the electronic mail service, or grant access to his Personal cabinet and electronic mail to third parties, and is fully responsible for its security and private use, independently choosing the way of its storage and restricting access to it.
    7. In the case of unauthorized intrusion to the Personal cabinet, loss or disclosure of the data used by the User for authorization in the Platform to third parties, the User is obliged to inform the Administration immediately about this by sending an electronic message from the electronic mail address specified when using the Platform.
    8. In the case of unauthorized intrusion to electronic mail, the address of which was specified when using the Platform, loss or disclosure of the login and password used by the User for authorization in such electronic mail service to third parties, the User is obliged to replace immediately such an address with a new one in the Platform and inform the Administration about this fact by sending an electronic message from a new electronic mail address.
  8. Other conditions
    1. The User on a stand-alone determines the goals and procedure for using the Platform functionalities, which, however, under no conditions may contradict this Agreement.
    2. Applicable law. This Agreement, the procedure for its conclusion and execution, as well as issues not regulated by this Agreement are governed by the current legislation of the Russian Federation.
    3. Arbitrazh. All disputes under the Agreement must be tried in court at the Administration location in accordance with the current procedural law of the Russian Federation.
    4. Modifications. This Agreement can be changed or terminated by the Administration unilaterally without prior notice to the User and without payment of any compensation in this regard.
    5. Agreement edition. The current edition of this Agreeement is posted on the Website and available at the Internet address https://www.sayanyway.com/user-agreement.
  9. Details of the Administration:

    “SayAnyway” LLC

    Legal/postal address: 142110,

    Moscow region, city district Podolsk, Podolsk city,

    Mashtakova str., 12, room/floor 312/3.

    OGRN (Primary State Registration Number): 1215000064047

    INN: 5074070033, KPP 507401001

    Acct. at «Bank Otkritie Financial Corporation»

    (Public Joint-Stock Company) 40702810408500016289

    Corr. acct.: 30101810845250000999

    with the Main Branch of the Central Bank of the

    Russian Federation for the Central Federal District, Moscow

    BIC: 044525999

    Email: info@sayanyway.com

     

    The current edition of the User Agreement dated July 15, 2021

Public offer on License Agreement Conclusion

The present instrument comprises the official proposal of “SayAnyway” LLC to conclude the License Agreement under terms and conditions set out below.

  1. Terms and definitions
    1. The following terms and definitions are applied herein and to relations of the Parties appearing or associated with it:
      1. Public Offer/Offer means the text of the present instrument with all appendices, alterations and additions to it, posted on the Website and available at the Internet address: https://www.sayanyway.com/user-agreement.
      2. Agreement means the License Agreement on Products Usage Right Providing, entered into between the Licensor and the Licensee under terms and conditions of this Offer, including the instruments reffered to in Clause 3.3 of this Offer (Binding Instruments).
      3. Parties means the Licensee, the Licensor.
      4. Licensee means a User registered in the Platform with the "Moderator" status.
      5. Licensor means “SayAnyway” LLC, OGRN (Primary State Registration Number): 1215000064047, INN: 5074070033, Address: 142110, Moscow region, city district Podolsk, Podolsk city, Mashtakova str., 12, room/floor 312/3.
      6. Products means computer programs and databases as a part of the Platform that implement the Platform functionalities specified in Pricing Plans.
      7. License means the right to use the Products for its functional purpose limited by the right to reproduce, to launch and to apply the Products within the frame of qualitative and quantitative parameters established by the Agreement, including the Binding Instruments and the official Order.
      8. Evaluation License means a free License granted to the Licensee who has not previously used the Products in order to make the Licensee familiar with the Products.
      9. Territory means the authorized territory of the Products usage under the conditions of the License, including: all countries of the world (unlimited).
      10. Time Limit means the authorized period of the Products usage in accordance with terms and conditions of the License (the License validity period).
      11. Order means Licensee's order for provision of the Products and the corresponding License, placed by the Licensee and agreed by the Parties in the manner prescribed by this Offer.
      12. Offer Acceptance means the complete and unconditional acceptance of this Offer by the Licensee's commission of actions specified in the Section 2 of this Offer, creating the Agreement between the Licensee and the Licensor.
      13. Website means an automated information system available at the Internet address (including sub-domains): https://www.sayanyway.com/.
      14. Platform means Sayanyway integrated software and hardware system for organization and holding remote meetings (video conferences) between Platform Users for the purposes of the communication development in English skills, including the Website, the Products and other computer programs and/or databases implementing the Platform functionalities.
      15. Personal Account means the personal section of the Platform, to which the Licensee gains access after registration and/or authorization at the Platform. The Personal Account is intended for storing the Licensee's personal information, placement of orders for provision of the Products usage rights, gaining access to the Products, as well as using other functionalities of the Platform and receiving notifications in accordance with the procedures of notification.
    2. The terms and definitions not determined in Clause 1.1 of the Offer may be used in this Offer. In this case, the interpretation of such a term shall be carried out in accordance with the Offer wording. In case of absence of an unambiguous interpretation of a term or a definition in the Offer wording, one should be guided by its interpretation defined: primarily, by the instruments forming the Agreement between the Parties, secondarily, by the laws of the Russian Federation, and subsequently by customary business practices and scientific doctrine.
    3. Any link to a clause (a section of the Offer) and/or its terms and conditions in this Offer means a corresponding link to this Offer (its section) and/or its terms and conditions.
  2. Offer acceptance and agreement conclusion
    1. To conclude the Agreement, the Licensee shall place an Order through an appropriate form in the Personal Account.
    2. When the Licensee places the Order for the Evaluation License, it shall be deemed to be acceptance of this Offer in relation to the Evaluation License.
    3. The Order for a compensated License placed by the Licensee shall be submitted for payment through the payment system.
    4. Payment for the Order by the Licensee:
      1. confirms the familiarization and unconditional consent of the Licensee with this Offer, including the Binding Instruments referred to in it;
      2. shall be deemed to be the Licensee's Acceptance of the Licensor's proposal to conclude the Agreement under terms and conditions of this Offer and the placed Order;
      3. creates the Agreement between the Licensee and the Licensor (Articles 433, 438 of the Civil Code of the Russian Federation) under terms and conditions of this Offer, including the Binding Instruments, and of the placed Order.
    5. The Agreement shall be deemed to have been concluded from the date of receiving Offer Acceptance by the Licensor.
    6. Unlimited number of Agreements can be concluded with the Licensee pursuant to this Offer.
  3. Subject of agreement and general terms
    1. The Licensor grants the Licensee with the Products usage right under terms and conditions of a simple (non-exclusive) license, and the Licensee undertakes to pay a fee for the granted right (except for the Evaluation Licenses) and to comply with the given restrictions on the use of the Products.
    2. The quantitative and qualitative parameters of the Products usage, the License validity period, an amount of the license fee shall be determined in accordance with the Pricing Plan chosen by the Licensee when placing the Order.
    3. A compulsory condition for the conclusion and execution of this Agreement is unconditional acceptance and observance by the Licensee of the following requirements and provisions applicable to the Parties relations, defined by the instruments specified below (hereinafter referred to as the "Binding Instruments"):
      1. User agreement posted and/or available at the Internet address https://www.sayanyway.com/user-agreement, and it includes the general terms and conditions of registration with the Platform and the usage of it.
      2. Privacy policy posted and/or available at the Internet address https://www.sayanyway.com/privacy-policy, and it contains the rules for the provision and the use of personal information of the Platform users, including personal data.
      3. Pricing Plans posted and/or available at the Internet address https://www.sayanyway.com/want-moderate, used by the Licensor for the sizing the license fee as of the date of the Order placing and including information on the possible quantitative and qualitative parameters of the Products usage under the Licenses, the Licenses validity periods, an amount of the license fee, and may also contain other terms and conditions for providing the Products usage right.
      4. Documentation posted and/or available on the Platform, where the Platform's behaviour is described, as well as technical requirements, terms and conditions, as well as the Platform user guide.
    4. Instruments specified in clause 3.3 of the Offers and binding for the Parties are an integral part of the Agreement concluded pursuant to this Offer.
    5. All invoices, certificates, electronic forms and other instruments expressing the content of the Agreement and the Order, paid for, accepted or sent by the Parties during this Offer validity period, in the absence of an agreement between the Parties concluded through signing one and the same instrument, are considered prepared and subject to execution in accordance with terms and conditions of this Offer.
  4. Licensing requirements
    1. Reproduction of Products.
      1. Recording the Products to the Licensee's computer memory is allowed solely for the purpose of realizing the rights under Clause 4.2 of this Offer.
    2. Products usage.
      1. The Licensee shall be provided with the right to use the Products according to its functional purpose subject to terms and conditions of the License, limited by the right to launch and to use the client-side of the Products on the Licensee's equipment and to use the server-side of the Products by remote access via the Internet.
    3. The specifications of particular Products usage or its functionalities within the framework of the provided License can be provided for by the Binding Instruments.
    4. The Products usage rights granted under the Agreement without the permission of the Licensor in a paper form are not subject to sub-licensing, assignment or transfer to a third party otherwise.
    5. The Licensee has the right to use the Products exclusively within the Territory, Time Limit, as well as quantitative and qualitative parameters of the License granted under the Agreement.
    6. All rights purposely and explicitly not granted by the Licensor under the Agreement and/or the License for a particular Product shall be deemed not granted.
    7. For avoidance of any doubt the Licensee is strictly prohibited:
      1. to modify, to adapt and to variate in any different way the Products and/or their components, as well as information and related materials received from the Licensor under the Agreement;
      2. to reverse engineer, to emulate, to create new versions, to variate, to reverse compile, to reverse assemble, to decrypte, as well as to perform other actions with the Products in order to obtain information about the implementation of the algorithms used in it;
      3. to create software that operates on the basis of or with the using of the Products;
      4. to use the Products in violation of terms and conditions of the Agreement, including copying, providing, disclosing or otherwise making the Products available to third parties other than using the Products in accordance with terms and conditions of this Agreement;
      5. to remove or to hide notices on copyright and other rights, including notices to third parties, that were included in the Products or documentation provided by the Licensor.
    8. The Licensor has the right to control, by any means, compliance with qualitative and quantitative parameters of the Products usage under terms and conditions of the issued License.
    9. The Licensee is not required to submit reports on the Products usage to the Licensor.
  5. License fee
    1. With the exception of the Evaluation License, the Licensee is obliged to pay a license fee to the Licensor in the amount determined according to the Pricing Plan chosen by the Licensee for the Products usage rights granted under the Agreement.
    2. Unless another order of payment is provided for by the Pricing Plan, the Licensee shall pay the license fee in advance in the amount of one hundred percent (100 %) of the remuneration set out by the Pricing Plan.
    3. The License fee is VAT free due to the use of a simplified taxation system by the Licensor.
    4. The payment of the license fee is carried out using the payment systems available on the Platform.
    5. In the statutory manner the Licensor shall send a cashier's cheque to an e-mail address and/or a subscriber phone number specified by the Licensee.
    6. The Licensee's obligations to pay the license fee shall be deemed fulfilled from the moment the information on the payment made by the Licensee in the required amount is provided by the payment system operator acting under the Agreement with the Licensor.
    7. If the Products are not used by the Licensee due to circumstances beyond the control of the Licensor (including, in absence of applications from the Speakers for remote meetings (video conferences) holding through no fault of the Licensor), or in case of early termination of the Agreement at the initiative of the Licensee, as well as in the event of the Agreement termination due to the violation of the Agreement by the Licensee, including the Binding Instruments, the paid license fee shall not be repayable.
    8. Refund paid by the Licensee, in cases provided for by this Offer or applicable law, shall be carried out by the Licensor using the same billing details that have been used by the Licensee for the fee paying. The Licensee shall not be liable for an untimely refund, if it is impossible to refund to the Licensee using the details provided, and the Licensee has not been informed about the new details in a timely manner.
  6. Procedure for granting rights and products
    1. The Products are provided to the Licensee via the Internet by granting the Licensee with access to the Products in the Personal Account, no later than two (2) business days from the date of the license fee payment.
    2. The Products usage rights (License) shall be understood as granted from the moment the Products are provided to the Licensee.
    3. If the Licensee has not sent written objections to the Licensor within five (5) business days from the date of provision of the Products and the License related to them, the Products and the License are deemed to be accepted in full by the Licensee.
    4. Information about the volume available to the Licensee and the period of the Products usage within the purchased License shall be provided to the Licensee in the Personal Account in an online mode. The Licensee is obliged to regularly review the specified information in the Personal Account.
    5. The Parties acknowledge and implicitly agree that in order to control the Licensee's compliance with the License conditions, the data of the internal accounting system of the Platform regarding the volume and duration of the Products usage by the Licensee are to be used.
  7. Limited guarantee
    1. The Licensor confirms and guarantees that the Licensor has the Products usage rights to the extent necessary to properly fulfill its obligations under the Agreement.
    2. For the entire duration of the License validity period, the Licensor provides guarantee technical support for the Products in accordance with the procedure and under terma and conditions determined by the Licensor at its own convenience. The Licensor will make all necessary efforts to eliminate the identified deficiencies in the Products in a short time, but does not guarantee that all the defects of the Products can be eliminated.
    3. Since the Products are at the stage of constant variating and updating, the form and nature of the Products and/or their functionalities may variate from time to time without prior notice to the Licensee. The Licensor is not required to notify the Licensee of all the Products changes.
    4. Except expressly provided for by the Agreement, the Products are provided on an “as is” and “as available” basis, the Licensor does not provide any additional express or implied warranties relative to the Products or any other materials or services provided under the Agreement. To the fullest extent justifiable according to the applicable legislation, the Licensor expressly disclaims any warranties and conditions, expressed, implied or established by law, in relation to the Products, including, without limitation, warranties or conditions of the Products commercial value and their match to any particular purposes.
    5. The Licensor does not guarantee that the Products will meet all the Licensee's requirements not provided for by the Agreement, that the Products will be in operation in any combination chosen for use other than those recommended by the Licensor or together with the various products of third parties, that the Products operation will be uninterruptable, that there are no bugs and vulnerabilities in the Products, or that all bugs and vulnerabilities in the Products will be promptly corrected or eliminated.
  8. Limited liability
    1. In case of impossibility to use the Products within the frame of the License or incorrect registration of the Products usage volume and time limits at the Platform, the Licensee shall send a written claim to the Licensor with the detail description of the specified circumstances.
    2. If the Licensee's claim is recognized by the Licensor as justified, the Licensor accordingly increases (restores) the Products usage volume or time limits under the License.
    3. The Licensor shall not be liable for any losses caused to the Licensee or any third party in connection with the Products usage, including but not limited to loss of profit, revenue, data or an ability to use data or devices, even if the Licensor was warned about a possibility of such losses occurrence.
    4. The Licensor shall not be liable for the ways, purposes, as well as for possible results of the Products usage by the Licensee. The Licensee on a stand-alone basis bears total liability for the Licensee's compliance with the rights of third parties and applicable legislation when using the Products for its functional purpose.
    5. In any other case, according to the legislation of the Russian Federation, the Licensor's liability under the Agreement is limited to compensation for actual damages in the amount not exceeding the license fee paid by the Licensee to the Licensor for granting the License for the Products, associated with the event that constitutes the grounds of such liability.
  9. Force majeure circumstances
    1. The Parties shall be free from any liability for partial or complete failure to fulfill their obligations under the License Agreement caused by force majeure circumstances that arose after its conclusion. In particular, the Parties shall recognize the following as force majeure circumstances: natural hazards; natural and industrial disasters; acts of terrorism; hostilities; civil disturbance; adoption of acts containing prohibitions or restrictions relating the Parties' activities under the Agreement by state or local government bodies; other circumstances that cannot be foreseen or prevented in advance and that make it impossible for the Parties to fulfill their obligations under the License Agreement.
    2. Upon occurrence of the force majeure circumstances that prevent the fulfillment of obligations under the License Agreement, the period for the Parties to fulfill their obligations is to be postponed in proportion to such circumstances duration, as well as the time required to eliminate their consequences, but not more than sixty (60) calendar days. If force majeure circumstances last beyond the specified period, or when, upon their occurrence, it becomes apparent to both Parties that they will last for longer than the specified period, the License Agreement shall be terminated.
  10. Offer (binding instruments) validity period and amendment
    1. The Offer becomes effective on the date of its posting on the Licensor's Website and shall stay valid until its revocation by the Licensor.
    2. The Licensor reserves the right to amend terms and conditions of the Offer and/or to revoke the Offer at any time at its own convenience. Information on the Offer amendment or revocation shall be braught to the Licensee' attention at the Licensor's choice: by posting on the Licensor's Website or by sending a relevant notification to an e-mail or postal address specified by the Licensee when concluding the Agreement or during its execution.
    3. If the Offer is revoked or amended, such amendments become effective on the date, when the corresponding information is braught to the Licensee's attention, unless another date for their effectiveness and validity starting is determined by the Offer or additionally upon such notification.
    4. The instruments specified in the Offer, binding for the Parties, shall be approved, supplemented and modified by the Licensor at its own convenience and braught to the Licensee's attention in the manner prescribed for notification of the Licensee on the Offer amending.
  11. Agreement validity period, amendment and termination
    1. The Agreement shall come into effect upon the License Acceptance by the Licensee and stay valid for the granted Products usage rights (Licenses) validity period, except in the cases of early termination of the Agreement.
    2. The Agreement can be terminated:
      1. Upon the Licensee's initiative with a written notification of the Licensor on refusal to execute the Agreement at least two (2) calendar days in advance.
      2. Upon the Licensor's initiative in connection with a breach by the Licensee of the Agreement, including the Binding Instruments, with a written notification of the Licensor on refusal to execute the Agreement at least one (1) calendar day in advance. In this case, the paid license fee shall not be repayable, and its part corresponding to the Products usage volume provided for by the License but unused by the Licensee shall be withheld as a fine for the committed violations.
      3. Upon the Licensor's initiative, when there are no any Licensee's violations in notifying the Licensee thirty (30) calendar days prior to the planned date of the Agreement termination. In this case, the Licensor undertakes to return a part of the license fee paid by the Licensee, corresponding to the Products usage volume provided for by the License but unused by the Licensee.
      4. For any other reason prescribed by the Offer or current legislation.
    3. Provisions of the Agreement that, by their very nature or by express indication, shall stay valid, will remain in effect after the entire Agreement termination.
  12. Electronic signature usage agreement
    1. The Parties have the right to use a simple electronic signature when entering into the Agreement, placing the Orders, as well as sending notifications under the Agreement.
    2. The simple electronic signature shall be deemed to be an electronic signature that, through the use of the Licensee's authorization data (login and password at the Platform or data of social networks authorization service) or the Licensee's e-mail address specified when using the Platform (electronic signature key), confirms the fact of an electronic signature generating directly by the Licensee.
    3. When the Parties use their e-mails, an electronic document sent with their help shall be deemed to be signed with a simple electronic signature of the sender, created using its e-mail address. The recipient of an electronic document identifies the person who signed such a document by an e-mail address he/she uses.
    4. The Licensee has the right to sign electronic documents transmitted as part of the Platform usage with a simple electronic signature created using its authorization data (login and password at the Platform or data of social networks authorization service). When the Licensee takes any action to use the Platform, the Licensor determines the Licensee with the help of its simple electronic signature, according to the authorization data used by the Licensee.
    5. Electronic documents transmitted by the Licensor to the Licensee using the Platform software shall be considered signed by the Licensor's simple electronic signature.
    6. As agreed by the Parties, electronic documents signed with a simple electronic signature shall be deemed to be equivalent to paper documents signed with a manual signature.
    7. Any actions committed using a Party's simple electronic signature shall be deemed to be committed by such Party.
    8. The Parties undertake to respect confidentiality of an electronic signature key. In particular, the Licensee does not have the right to transfer any data (a login and a password) used by it for authorization at the Platform, at a social network or via an e-mail service, or to grant access to its Personal Account, e-mail and a phone for third parties, and is fully responsible for its security and private use, independently choosing the way of its storage and restricting access to it.
    9. In case of unauthorized access to the Personal Account, loss or disclosure of the data used by the Licensee for authorization at the Platform to third parties, the Licensee is obliged to inform the Licensor about it immediately by sending an electronic message from the e-mail address specified when using the Platform.
    10. In case of loss or unauthorized access to an e-mail, specified when using the Platform, the Licensee is obliged to immediately replace such an address with a new one and inform the Licensor about this fact in a way that allows to establish that the message comes from the Licensee.
  13. Miscellaneous
    1. The Agreement, its conclusion and execution are governed by the current legislation of the Russian Federation. All the issues that are not regulated by this Offer or regulated incompletely are governed in accordance with the substantive law of the Russian Federation.
    2. Disputes under the Agreement are to be resolved using the preliminary complaint procedure. If the Parties fail to agree on the disputes, they shall be considered in court, in the Licensor's location jurisdiction, unless such procedure for jurisdiction determining does not contradict any applicable law.
    3. Any notifications and instruments under the Agreement, except as otherwise provided by this Offer, including the Binding Instruments, can be sent by one Party to the other Party: 1) by e-mail; 2) in the form of an electronic notification via the Personal Account; 3) by post with notification of delivery or by courier service with delivery confirmation.
    4. If one or more provisions of the Offer or the Agreement are considered invalid for any cause, such invalidity does not affect the validity of any other provision of the Offer or the Agreement, which continue to stay valid.
    5. Not contradicting terms and conditions of the Offer, the Parties have the right to execute the concluded Agreement at any time in the form of a written document containing the content of the Offer, the Binding Instruments specified herein and the placed Order, valid at the moment of such Agreement copy execution.
  14. Licensor's bank details:

    “SayAnyway” LLC

    Legal/postal address: 142110,

    Moscow region, city district Podolsk, Podolsk city,

    Mashtakova str., 12, room/floor 312/3.

    OGRN (Primary State Registration Number): 1215000064047

    INN: 5074070033, KPP 507401001

    Acct. at «Bank Otkritie Financial Corporation»

    (Public Joint-Stock Company) 40702810408500016289

    Corr. acct.: 30101810845250000999

    with the Main Branch of the Central Bank of the

    Russian Federation for the Central Federal District, Moscow

    BIC: 044525999

    Email: info@sayanyway.com

     

    The valid version of the Offer dated July 15, 2021