The following terms are the conditions of a public offer of BLINGER Limited Liability Company (Общество с ограниченной ответственностью «БЛИНГЕР») (hereinafter referred to as the Licensor
) to conclude the License Contract on granting the right to use the software Hugery.com (hereinafter referred to as the Contract
) with any individuals and legal entities (hereinafter referred to as the Licensee) who accepts this offer on the terms specified below (hereinafter referred to as the Offer
The Offer contains all the essential conditions for granting the Licensee the right to use the software Hugery.com (hereinafter referred to as the Software
). Following clause 3 of Article 438 of the Civil Code of the Russian Federation, the unconditional acceptance of the terms of this Offer is understood as the implementation by the Licensee in favour of the Licensor of the first payment to the payment account as the right to use the Software.
The contract concluded by accepting the Offer does not require a bilateral signature, has the same legal force as the signed contract on paper. All appendixes are integral parts of the Offer and are accepted simultaneously with the Offer.1. DEFINITIONS
1.1. Messaging channels
- an online chat, as well as third-party short message exchange platforms:
1.1.1. WhatsApp Business, according to the Policy https://developers.facebook.com/docs/whatsapp
1.1.2. Viber, according to the Policy https://www.viber.com/en/terms
1.1.3. Facebook Messenger, according to the Policy https://www.facebook.com/terms
1.1.4. Telegram, according to the Policy https://telegr.am/legal
- a set of software tools of the Licensor that provide the Licensee with the ability to exchange text and multimedia messages with customers, potential customers, and the Licensee's audience using messaging channels. The Software includes a user interface for managing functions and settings, available at https://app.hugery.com/login
, as well as the Program Interaction Protocol (API).
- the Licensee's right to use the Software while retaining the Licensor's right to issue licenses to other persons (a simple (non-exclusive) license). License parameters (Software usage period, limit on the number of Users, etc.).
1.4. Licensor's website
- the website at https://hugery.com
- the end-user of the Software who has an account to log in to the User account.
1.6. User account
- a user interface for managing software functions and settings, available at https://app.hugery.com/login
- the cost of using the Software, determined by the Licensor and posted on the page https://hugery.com/pricing
- any individual and (or) entity who receives Messages through messaging channels sent by the Licensee using the Software.
- a single electronic message generated, sent or received using the Software.
- mailing of messages sent to Recipients without the prior consent of the Recipients, as well as mailing that misleads Recipients about the content of Messages or their sender, including mass mailing of Messages that are not previously agreed with the Recipient, i.e. mailing to multiple Recipients or multiple mailing to one Recipient, sending information to Recipients who have previously expressed their obvious unwillingness to receive this information. 2. SUBJECT OF THE CONTRACT
2.1. The Licensor grants the Licensee, for a fee, the right to use the Software under the terms of a simple (non-exclusive) license, the Licensor retains the right to issue a license to other persons.
2.2. The Licensee has the right to use the Software in the following ways:
2.2.1. get access to the Software around the clock, except for periods of technical work;
2.2.2. use all the functionality of the Software specified in the License.
2.3. The Licensee does not have the right to transfer the right to use the Software to third parties.
2.4. Before entering into the Contract, the Licensee has familiarized himself with the technical features of the Software and its functionality and agrees to receive the Software in the form in which it is at the time of entering into the contract. Any Software improvements and bug fixes are carried out only at the Licensor's discretion and within a time period acceptable to the Licensor.
2.5. The Licensee has the right to use the Software during the License period, subject to proper fulfilment of the obligations provided for in the Offer, without restriction on the territory of use.
2.6. The Licensor guarantees that:
3. EXECUTION OF THE CONTRACT
- at the time of the Contract conclusion, the Licensor owns the exclusive rights to the Software;
- at the time of the Contract conclusion, the exclusive right to the Software is not alienated, not pledged;
- at the time of the Contract conclusion, the Licensor's rights to the Software are not contested.
3.1. The Licensor is obliged to grant the Licensee the right to use the Software within 5 working days from the date of the remuneration receipt for the right to use the Software.
3.2. In order to obtain the right to access the Software for the purpose of its use, the Licensee undertakes to register on the Licensor's Website before using the Software.
3.3. When registering, the Licensee:
- undertakes to enter reliable data required for registration;
- confirms that the use of the Software will be carried out in accordance with the terms of the Offer, and will not violate any rights of third parties and the rights of the Licensor
3.4. The Licensee is obliged to use the Software only in the ways provided for by this Contract, and according to the restrictions determined by the License (selected in the User account).
3.5. The Licensee is provided with technical support when using the Software during the entire License period. Support is provided by e-mail firstname.lastname@example.org
, according to the terms of the Plans.
3.6. The Licensor may carry out technological interruptions in providing access to the Software, which are considered as providing access to the software in the usual mode and are not the basis for recalculating the amounts paid by the Licensee. Technological breaks can be carried out, among other things, to update the functionality of the Software. The total duration of technical breaks does not exceed 8 hours per calendar month.
3.7. In order to provide technical support, the Licensor has the right to require the Licensee to provide information related to account data, technical characteristics of equipment and other information necessary for providing Technical support 4. RIGHTS AND OBLIGATIONS OF THE PARTIES
4.1. The Licensee is obliged:
4.1.1. Do not modify the source code of the Software.
4.1.2. Do not modify the appearance of the Software user interfaces.
4.1.3. Make timely and full payment of remuneration for granting the right to use the Software in the manner and within the time limits provided for by the Offer.
4.1.4. Do not transfer the access details to the Software to third parties and maintain their confidentiality. The Parties agreed to consider all actions performed using the Licensee's access details to the Software as made by the Licensee, as well as by the will and with the consent of the Licensee. The Licensor is not liable to the Licensee for any damage incurred by the Licensee due to the authorized or unauthorized transfer of the Licensee's access details to the Software.
4.1.5. Do not use the Software:
- for sending Spam;
- for the intentional sending of Messages that may lead to a malfunction of the Software;
- for sending Messages of an offensive or slanderous nature, messages inciting national, racial or religious discord, messages of a pornographic orientation;
- for sending Messages in the text of which there is no part of the essential information about the advertised product, about the conditions of its purchase or use, if the meaning of the information is distorted and the subscriber is misled. For example, Messages sent on behalf of someone else or reporting false information;
- for sending Messages containing advertising of 1) narcotic drugs, psychotropic substances and their precursors, plants containing narcotic drugs or psychotropic substances or their precursors, and their parts containing narcotic drugs or psychotropic substances or their precursor; 2) tobacco, tobacco products, tobacco products and smoking accessories, including pipes, hookahs, cigarette paper, lighters; 3) alcoholic products, including low-alcohol beverages; 4) prostitution, as well as erotic shows/ massages and other erotic services of any kind; 5) weapons; 6) financial pyramids; 7) gambling, casinos;
- for sending Messages calling for violence, public unrest, mailing with obscene expressions and threats;
4.1.6. Provide Recipients with reliable, complete and perceptible information about the conditions for receiving and rejecting Messages.
4.1.7. Use the Licensor's Software in compliance with the requirements of the current legislation of the Russian Federation, including (but not limited to) Federal Law No. 38-FL "On Advertising", Federal Law No. 152-FL "On Personal Data", Federal Law No. 126-FL "On Communications", legislation on the protection of intellectual rights, as well as social, moral, ethical norms and principles (do not send messages that offend human dignity, promote violence, racial or national hostility, etc.).
4.1.8. When using intellectual property objects, copyrights or other rights of third parties in Messages, coordinate such use with the relevant third parties. The Licensee undertakes to provide the Licensor, by the latter's request, with written confirmation of such agreement and consent of the specified persons within 5 (five) working days from the date of the Licensor's application receipt, including by e-mail.
4.1.9. If the evidence mentioned above is not provided, the Licensee shall provide the Licensor with a written guarantee of the legality of using the relevant results of intellectual activity and/or means of individualization in the Messages within the same period. The Licensee undertakes to settle all issues related to the payment of remuneration to the rightsholder for the use of the results of intellectual activity and/or means of individualization used in the Messages independently and at its own expense.
4.1.10. At its own expense, to settle all claims of third parties, including Recipients, third-party short message exchange platforms, regarding the content of messages sent using the Software, as well as the presence or absence of consent to their mailing, and assume full responsibility for such claims.
4.1.11. In any available way, inform the Recipient about the possibility and method by which the Recipient can refuse to continue receiving messages from the Licensee.
4.1.12. Comply with the conditions established by third-party short message exchange platforms when using the Software. In case of violation of the rules established by third-party short message exchange platforms, during the use of the Software, the Licensee undertakes to settle all claims from third-party short message exchange platforms at its own expense, including paying the necessary fines, penalties, and also reimburse the Licensor for the losses caused.
4.1.13. The Licensee is fully liable to third parties for violation of their legal rights and interests concerning the information contained in the Messages, including names, designations, trademarks, etc., and undertakes to compensate the Licensor for all damages (including penalties) that the latter has incurred or could have incurred in connection with claims against the Licensor from third parties, including to bear all costs for conducting a dispute or resolving a claim.
4.1.4. Within 2 (two) business days from the date of the Licensor's application receipt, including such application by e-mail, to provide the Licensor with documents and reliable information, including the written consent of the Recipients to receive the Licensee's Messages, which the Licensor has the right to request from the Licensee under the terms of the Offer.
4.2. The Licensee has the right:
4.2.1. Use the Software in the ways specified in this Offer.
4.2.2. In case of loss of access to the Software due to loss of the password, restore access to the Software. To do this, it is necessary to send a corresponding notification to the Licensor's e-mail address. The notification should be sent from the e-mail address of the Licensee specified by him during registration in the System, or made in the web interface of the Software.
4.3. The Licensor has the right:
4.3.1. Unilaterally change the applicable Plans without prior notice to the Licensee. The change in the Plan does not affect the Licenses purchased before the Plan change.
4.3.2. The Licensor has the right to update the Software, change the set of functions, appearance and logic of the Software operation without prior notice to the Licensee.
4.3.3. In case of non-compliance by the Licensee with these terms, suspend his access to the Software, including blocking the Licensee's User account, with notification of this to the Licensee in writing and/or using means of communication (including by e-mail).
4.3.4. Involve third parties (legal entities and/or individuals) in order to fulfil obligations to the Licensee, while remaining responsible for the actions of third parties to the Licensee.
4.3.5. Temporarily suspend the Licensee's access to the Software for technical, technological or other reasons that prevent the functioning of the Software, while such reasons are eliminated.
4.3.6. Perform scheduled repair and maintenance work with the equipment used to grant access rights to the Software during the hours of least load. In case of any malfunction of the above-mentioned equipment, the Licensor undertakes to take all necessary measures to ensure that the corresponding malfunctions are eliminated as soon as possible.
4.3.7. Collect information about the features of the Licensee's use of the Software for its subsequent conversion into statistical reports and performance reports, as well as to publish this information, provided that it does not contain Licensee's data and other confidential information.
4.3.8. Use the Licensee's name and logo for placement on the Licensor's website, as well as in other advertising and informational materials of the Licensor.
4.3.9. Send to the Licensee advertising materials related to the activities of the Licensor and its partners, giving the Licensee the opportunity to refuse to receive such materials.
4.4. The Licensor is obliged:
4.4.1. Grant the right to use the Software in accordance with the terms of this Offer
4.4.2. Keep in strict confidentiality and take all possible actions no less than those actions that he takes to protect his own information that constitutes a commercial secret, to protect confidentiality and prevent unauthorized use, disclosure, publication or distribution of the Licensee's information that constitutes a commercial secret, as well as information designated by the Licensee as confidential, except for cases provided for by the current legislation of the Russian Federation.
in the processing of personal data.5. PROCEDURE FOR PAYMENT AND TRANSFER OF RIGHTS
5.1. To purchase a License, the Licensee places an order in his User account or contacts the Licensor's representatives directly through the ones presented on the website https://hugery.com
messaging channels, and reports the license parameters: the period of use of the Software, the limit on the number of Users (the minimum number is 3), and others. The Licensee pays the Licensor a license fee for the right to use the Software in accordance with the Plan and the selected License parameters, which are published on the Licensor's website at https://hugery.com
. For Licensees who are residents of the Russian Federation and, the Licensor's remuneration is additionally subject to VAT at the rate of 20 per cent, the amount of VAT is not taken into account in the cost of Plans.
5.2. If, according to the legislation of a foreign state, the Licensee needs to withhold, pay any taxes and fees levied in such a foreign state from the Licensor as a recipient of income, including, in particular, VAT and income (profit) tax levied at source, as well as any similar taxes that may replace or supplement existing ones, the amount of remuneration payable to the Licensor shall be increased so that the net amount received by the Licensor after withholding or paying these taxes is equal to the amount, specified in the Plan in accordance with the selected License parameters.
5.3. The Licensee pays the invoice by transferring 100% of the amount specified in the invoice to the Licensor. The invoice is issued by the Licensee independently in the User account or by the Licensor's representatives.
5.4. The Licensor undertakes to transfer the right to use the Software (to activate the License), according to the restrictions specified in the License, within 5 (five) working days from the date of the remuneration receipt to the Licensor's account.
5.5. If the Licensor has not received a written claim from the Licensee relating to the scope of the rights granted within 10 (ten) days from the date of the License payment, it is considered that the right to use the Software has been granted to the Licensee in the volume and properly agreed by the parties.
5.6. The Licensee has the right to refuse to use the Software and demand a refund of 100% of the amount paid under this Contract within 10 (ten) days from the date of the License payment. After the specified period, no refund is made.
5.7. The Licensee has the right to request an Act for the transfer of rights (hereinafter referred to as the "Act"), for this he sends his application to the e-mail address: email@example.com
. The Licensor forms the Act for the transfer of rights (hereinafter referred to as the "Act") and sends it to the e-mail address specified by the Licensee in the User account. Within 5 (five) working days from the date of the Act receipt, the Licensee signs it and sends it to the Licensor's e-mail address firstname.lastname@example.org
. If the Licensor does not receive the Act signed by the Licensee or a reasoned refusal to sign it within 5 (five) working days, the Act is considered signed and the rights are accepted.
5.8. The Parties have agreed that copies of the Acts in electronic form have legal force and will be used by the Licensee until the originals of the relevant Acts are received.
5.9. Hard copy Acts are provided by the Licensor upon individual application. If necessary, the Licensee sends an application by e-mail at email@example.com
. 6. LICENSE EXTENSION
6.1. In order to increase the limit on the number of Users, the Licensee should purchase a new License in his User account or contact the Licensor's representatives directly through the messaging channels presented on the website https://hugery.com
6.2. The license is extended at the Plan applicable at the time of an extension. 7. LIABILITY OF THE PARTIES
7.1. The Parties are liable for non-performance or improper performance of this Contract in accordance with the legislation of the Russian Federation.
7.2. The Licensor does not compensate the Licensee and/or third parties for losses incurred in connection with the use and/or inability to use the Software, disclosure of information to third parties in connection with the use of the Software, and other losses directly or indirectly related to the use and/or inability to use the Software, including (but not limited to) real damage, lost profits.
7.3. The Licensee is responsible for compliance with the current legislation of the information transmitted by the Licensee using the Software, as well as for the actions of Users when using the Software. In case of third-party claims against the Licensor concerned the content of the sent information, the Licensee undertakes to settle such claims independently and at its own expense, as well as to compensate the Licensor for the losses caused.
7.4. In case of third-party claims against the Licensor concerned the content of the sent information, the Licensee undertakes to regulate such claims independently and at its own expense, as well as to compensate the Licensor for the losses caused.
7.5. The Licensee uses the Software at his own risk. The Software is provided "as it is". The Licensor does not assume any responsibility, including for compliance with the Licensee's purposes.
7.6. The Licensee may use any information and/or materials (including downloadable Software, files, letters, any instructions and guides to action, etc.) that the Licensee gets access to using the Software at its own risk and is solely responsible for the possible consequences of using the specified information and/or materials, including for damage that this may cause to the Licensee's computer and/or third parties, for data loss or any other harm.
7.7. The Licensee is solely responsible for compliance with all the requirements of the current legislation of the Russian Federation, including (but not limited to) the legislation of the Russian Federation "On advertising", "On fair competition", "On the protection of copyright and related rights", "On the protection of trademarks and service marks", in relation to the content of sent messages.
7.8. Under any circumstances, following Article 15 of the Civil Code of the Russian Federation, the Licensor's liability is limited to 10,000 (ten thousand) rubles of the Russian Federation and assigned to him if his guilt is proved. 8. VALIDITY PERIOD, AMENDMENT AND TERMINATION OF THE CONTRACT
8.1. This Contract comes into force from the moment of acceptance of the terms of this Contract by the Licensee and is valid for the period established by the purchased License. Upon purchase of a new license, the Contract is automatically extended for a further period on the terms of the newly purchased License.
8.2. The Parties may terminate this Contract by mutual consent or on the grounds provided for by the legislation of the Russian Federation.
8.3. Either Party has the right to unilaterally refuse to perform this License Contract by notifying the other Party by sending a message by means of electronic communication 30 (thirty) days in advance.
8.4. The Licensor reserves the right to change the terms of the Contract and all its integral parts without the consent of the Licensee with the notification of the latter by posting a new version of the Offer on the Licensor's website. If the Licensee makes amendments to the Contract, such amendments shall enter into force from the moment the amended text of the Offer is posted on the Internet at: https://hugery.com
, unless another period for the entry into force of the amendments is additionally determined during such posting.
8.5. If the Licensee violates the terms of this Contract, the Licensor has the right to terminate the contract prematurely and immediately block access to the Software without prior notice to the Licensee. 9. FINAL PROVISIONS
9.1. If any of the terms and conditions of the Contract is declared invalid or unenforceable by any court or administrative authority of competent jurisdiction, this will not affect the validity or enforceability of any other terms and conditions of the Contract, which remain fully valid after that, unless otherwise provided by the legislation of the Russian Federation.
9.2. Everything that is not regulated by this Contract is regulated in accordance with the legislation of the Russian Federation.
9.3. The Parties will strive to resolve all possible disputes and disagreements that may arise under the Contract or in connection with it through negotiations. The claim procedure for resolving all disputes arising from this Contract is mandatory. In this case, the interested Party submits a written claim to the other Party. The response to the claim should be sent by the Party that received the claim to the other Party no later than 10 (ten) working days from the date of its receipt. Disputes that are not settled during negotiations are submitted to the Arbitration Court of Nizhny Novgorod Region in accordance with the procedure provided for by the current legislation of the Russian Federation.
9.4. By accepting the terms of this Contract, the Licensee agrees to the Licensor to collect, store and process his personal data, including the transfer of personal data to the copyright holder and other third parties as part of the fulfilment of obligations under this contract and the requirements of the legislation of the Russian Federation, in accordance with Federal Law "On Personal Data" No. 152 FL dated 27.07.2006. The Licensee guarantees that when providing the Licensor with the personal data of other persons, the Licensee has obtained the appropriate consent from such persons.
9.5. By accepting the terms of this Contract, the Licensee agrees to receive additional information and newsletters at the email addresses and phone numbers specified during registration on the website and in the User account.
9.6. The terms of this Contract shall apply unless otherwise stipulated by a written Agreement of the Parties.
9.7. The law of the Russian Federation shall apply to the legal relations arising from this contract.
9.8. Each of the Parties considers any information received from the other Party as confidential information and does not disclose such information to any third parties without the prior written consent of the other Party, except for officials and authorized representatives of each of the Parties.
9.9. The provision of clause 9.8. of the Offer does not apply to cases when any information should be provided in accordance with the current legislation of the Russian Federation or becomes public through sources other than the Parties or is required by the authorities and administration of the Russian Federation. In these cases, the Licensor's provision of information obtained under the Contract does not constitute a violation of the Contract's provisions and the current legislation. The Licensee hereby agrees to provide information about the Licensee, about the Licensee's non-fulfilment and (or) fulfilment of obligations under the Contract and other aspects of the Licensee's fulfilment of obligations under the Contract in the specified cases. 10. LICENSOR'S DETAILS
BLINGER LLC (ООО "БЛИНГЕР")
OGRN: 1167746187157 INN: 7736261808 KPP: 526001001
603155, Nizhny Novgorod region, Nizhny Novgorod, Maxim Gorky Street, building 195, HALL 40 OFFICE 4