UCALC LICENSE AGREEMENT
This Sublicense Agreement (the "Agreement") is a public offer pursuant to article 438, paragraph 3 of the Civil Code of the Russian Federation and governs relations between the Licensee and the Licensor, as well as sets forth the terms and conditions for the use of the Service.
The current version of the Agreement is published on the Licensor's website at the address https://ucalc.pro/en/terms and is obligatory for the Licensee to review, without exception, prior to accepting the Agreement.
Conclusive actions with the aim of using the Service shall be considered to be an acceptance of this Agreement. From the moment of authorization and gaining access to the personal account in the uCalc service, the terms of the Agreement shall be binding on the Licensee.
1. TERMS AND DEFINITIONS
1.1. The terms and definitions used in this Agreement are as follows:
1.2. All of the other terms and definitions within the text of this Agreement shall be construed by the Parties according to the laws of the Russian Federation, and generally accepted construction rules of corresponding terms as it is established on the Internet.
1.3. Paragraph (clause) titles, as well as the structure of the Agreement, are intended exclusively for easy reference of the Agreement text and do not have literal legal meaning.
2. SUBJECT OF THE AGREEMENT
2.1. This Agreement governs the relationship between the Licensee and the Licensor, with regard to the Licensor providing the Licensee with the rights to use the Service and the Licensor's software through using the Licensee's website and the right to use the tools of the Service as a Form Builder by using a ready-to-go template or independently, as well as to generate code to embed the Form Builder in the website/webpage of the social network of the Licensee or create a Form Builder as a website address (link) on the Internet.
2.2. The license provided by the Licensor to the Licensee is a non-exclusive, revocable, and limited license that is granted during the term of this Agreement.
2.3. The Licensee gets access to the Service by logging in after entering their personal username and password or after entering through a social network account. The Licensee's individual account is used to manage the Form Builders.
3. RIGHTS AND OBLIGATIONS
3.1. Rights and obligations of the Licensor:
3.1.1. The Licensor shall grant the right to the Licensee to use the Service to the extent specified by the chosen Plan, in accordance with this Agreement, 24 hours, 7 days a week, including weekends and holidays.
3.1.2. The Licensor shall make all reasonable efforts to ensure the stable operation of the Service, its progressive improvement, including bug fixes in the operation of the Service; however, the Service is provided to the Licensee on an "as is" basis. This means that the Licensor:
- does not guarantee the absence of malfunctions in the work of the Service;
- is not responsible for the continuous operation of the Service and its compatibility with software and technical devices of the Licensee, Licensee's clients, and other third parties;
- is not responsible for the loss of content or for causing any losses which have arisen or may arise in connection with the Licensee using the Service;
- is not responsible for non-performance or improper performance of its obligations due to the telecommunication power failures, malicious programs as well as unscrupulous actions of third parties aimed at unauthorized access and(or) disabling of the software and(or) hardware of the Licensor.
3.1.3. The Licensor is under no circumstances liable for the content published, received, or sent by the Licensee or a third party with the help of the Service.
3.1.4. The Licensor shall not pre-moderate the content of posts and is under no circumstances liable for their compliance with the requirements of the applicable law, or for possible infringement of the rights of third parties due to publishing of posts when using the Service or in relation to it.
3.1.5. The Lisensor has the right to suspend access to the Service for any periods necessary for scheduled maintenance or restoration works on the hardware with a prior notification of the Licensee on the Support Forum of the Service or through social networking sites.
3.1.6 The Licensor shall ensure confidentiality and safety of the registration data received from the Licensee, except when such disclosure happens through no fault of the Licensor, or in cases stipulated by the applicable national or international laws.
3.1.7. The Licensor shall provide technical support to the Licensee in the written form upon receiving the Licensee's official request submitted through the feedback form on the official website at https://ucalc.pro/en/contact.
3.1.8. The Licensor has the right to refuse to provide technical support to the Licensee in cases of anonymous requests, requests that do not fall within the competence of the technical support team, requests to clarify the applicable laws, or questions that are not related to the Service, as well as requests containing explicit language or insults towards the representatives of the technical support or other third parties.
3.1.9. The Licensor has the right to send to the Licensee notifications related to the operation of the Service, as well as part of advertising and marketing events and offers run by the Licensor.
3.1.10. The Licensor has the right to unilaterally make changes to the existing Plans, pricing and the set of services within the Plans.
3.1.11. The Licensor has the right to restrict access to the Service for the Licensee that violates this Agreement, and applicable national and international laws.
3.2. Rights and obligations of the Licensee:
3.2.1. The Licensee has the right to use the Service in any way not prohibited by this Agreement and by applicable national and international law. The Licensee shall never and under no circumstances use the Service to publish, distribute, store, or transfer in any form, (including but not limited to, text messages, an attached file of any format and links on the Internet), the following types of posts:
- indecent, offensive, vulgar, malicious, threatening, defamatory, false, or pornographic;
- harmful to the honor and dignity, rights and legitimate interests of third parties; promoting the incitement of religious, racial, or ethnic hatred; containing elements of violence, or calling for breaking the law in force or for illegal actions etc.;
- infringing on the rights of intellectual property or brand identity (including copyrights, patent rights etc.) of third parties;
- contributing to the emergence of interest in or distribution of drugs, weapons and ammunition, any form of terrorism, illegal and Nazi activities;
- containing information that is not allowed to be disclosed (information constituting state secrets, personal data of third parties, information prohibited from disclosure by virtue of contractual or fiduciary relations of the User, etc.);
- containing software viruses or any other computer codes, programs or files, aiming to harm the functionality of any computer or telecommunications equipment and parts thereof, including servers and other components of network infrastructure and software. Sending of malware is prohibited in any form, including a complete program or any part thereof, any individual files in any format, as well as Internet links to them;
- containing advertisements that are not authorized by the Licensor, spam (including all forms of search engine spam), flood or chain messages, multi-level marketing schemes, ways to earn money on the Internet (including through emails), information provoking a "chain reaction" in sending messages by recipients and other similar information, or containing explicit language;
- aimed at artificially increasing the Licensee's rating or the rating of others in search engines.
3.2.2. The Licensee has the right to contact the Licensor with the request to provide technical support in case of technical problems related to the Service and take necessary measures.The Licensee has the right to contact the Support Team with questions and problems related to registering and the functioning of the Service and its tools as well as password recovery.
3.2.3. The Licensee has the right to use discounts, promotions, and marketing offers, and to receive prizes for participation if this is provided for by the offers.
3.2.4. The Licensee has the right to opt-out of receiving phone calls, SMS, and other informative advertising messages by notifying the Licensor.
3.2.5. The Licensee is responsible for keeping their Username and Password beyond the reach of third parties and for their timely change in the event of their loss or other necessity.
3.2.6. The Licensee shall refrain from performing actions prohibited or restricted by applicable national and international laws.
3.2.7. The Licensee agrees to reimburse the Licensor for any losses incurred by the Licensor in connection with the Licensee using the Service in such a way as to breach either this Agreement or the rights (including intellectual property rights, property rights, etc.) of third parties.
3.2.8. The Licensee agrees to the processing of their personal data that is provided when using the Service in compliance with the Federal Law "On Personal Data".
3.2.9. The Licensee agrees to receive SMS and/or email messages related to the Service operation as well as to be notified of orders placed by third parties upon filling out the corresponding Form Builder.
3.2.10. The Licensee agrees that the Licensor reserves the right to use the data provided by the Licensee during the Registration to run events related to the Service as well as send advertising and informational messages to the email address that was provided by the Licensee, at its sole discretion.
3.2.11. The Licensee shall ensure that the Licensor's copyright is displayed correctly (links to the official website of the Licensor in the form of texts or images) and maintain it in good working order with the exception of cases when the absence of the copyright is allowed under the selected Plan and is agreed with the Licensor.
4. INTELLECTUAL PROPERTY RIGHTS
4.1. The Service, its constituents, and separate parts (including, but not limited to software, databases, codes, know-hows based on them, algorithms, design elements, fonts, logos, as well as text, graphical, and other materials), are objects of intellectual property protected under the national and international laws, and any usage is allowed only with the permission of the rights holder.
4.2. The rights holder of the Service is the Licensor.
4.3. The Licensor hereby provides the Licensee with a non-exclusive (without limiting of the licensed territory and not subject to transfer or cession to the third parties), revocable, limited license to use the software of the Service throughout the term of this Agreement. The software is provided to the Licensee under the conditions of this Agreement. This non-exclusive license is intended to provide the Licensee with the opportunity to use the Service for personal and commercial purposes subject to the limitations provided in paragraph 4.5. of this Agreement.
4.4. The Licensee shall not (and shall not permit another person to) change, create derivative works, disassemble the program into component codes, decompile, or otherwise attempt to derive the source code of the software or any part thereof, unless permitted by the rights holder to do so, in writing. Otherwise, the Licensee is fully responsible for such actions under international and national laws.
4.5. The software used by the Licensee may automatically download and install updates periodically provided by the Licensor. Such updates are designed to improve and develop the Service, and may be provided in the form of individual bug fixes, enhanced functions, new software modules, or completely new versions. The Licensee agrees to receive such updates, (and permits the Licensor to provide such updates), as part of the use of the Service.
4.6. The Agreement does not provide for the transfer of the rights for the Licensor's intellectual property (or its part), except for the limited license, which is granted on the basis of the foregoing. None of the provisions of the Agreement constitutes a cession of intellectual property rights of the Licensor or a waiver of these rights under the applicable national and international laws.
5. PAID SERVICES
5.1. The Service is provided free of charge with the ability to connect a paid package of additional services in accordance with the current pricing https://ucalc.pro/en/pricing. VAT is not charged, since the simplified taxation system is applied to uCalc according to Chapter 26.2 of the Tax Code of the Russian Federation.
5.2. The Licensor reserves the right to unilaterally change the Plans at any time.
5.3. The effective date of the Plan provision is the date when the Licensor receives the payment made by the Licensee according to the chosen Plan.
5.4. Upon the refund request by the Licensee, the sum to be refunded is calculated as the sum remaining in your account less the fee of the payment system and one month's cost of the selected Plan of the Service for early termination.
5.5. The refund shall be made solely on the basis of the Licensee's written request including a reason for the refund, providing documents confirming the identity of the Licensee, as well as specifying the refund method from the options set forth by the Licensor (bank card).
5.6. Refunds shall not be provided:
- if the Licensee's access to the Service has been blocked due to violations of the provisions contained in this Agreement;
- for the additional paid services in the form of the connection of email newsletters and bulk SMS sending forms to the Builder.
5.7. Payments for the paid package with additional services are collected through the platforms: https://www.robokassa.ru/ru/, https://www.stripe.com/, and https://www.paypal.com/ on the terms stipulated by this Agreement and conditions of the above-mentioned platforms.
5.8. All requests for supporting documents shall be forwarded by the Licensee to the service through which the payment for the paid package with additional services was made.
5.9 The Licensee agrees that the paid packages are provided on the terms of the automatic renewal with the automatic charge of the corresponding amount from the Licensee's bank card to ensure the uninterrupted use of the Service by the Licensee. Once the days of the paid period are over, the automatic renewal is made for the period of one (1) month for the payments made by the Licensee through https://www.robokassa.ru/ru/; for the period that equals the period of the previous package purchased by the Licensee through https://www.paypal.com/ or https://www.stripe.com/. The renewal amount is set on the date when the charge is performed. The Licensee shall receive a notification of the upcoming automatic renewal to the email address specified during the Registration three (3) calendar days prior to the renewal. The Licensee may cancel the automatic renewal in the control panel before the subscription renewal date.
7. SETTLEMENT OF DISPUTES
7.1. All disputes and claims shall be regulated based on the provisions of this Agreement. In the event the claim or dispute cannot be settled, the claim or dispute shall be handled according to procedures established by the applicable law.
7.2. Any questions, comments, and other correspondence should be sent by the Licensee to the Licensor as a message through the contact form at https://ucalc.pro/en/contact. The Licensor shall not be responsible for, and shall not guarantee, a response to inquiries, questions, suggestions or other information sent to the Licensor in any other way.
7.3. The Licensee and the Licensor agree that any disputes arising in connection with this Agreement shall be resolved by the parties according to the norms of the Russian and international law and shall be considered at the location of the Licensor.
8. TERM OF THE AGREEMENT
8.1. This Agreement is concluded between the Parties for an indefinite period, subject to the Licensee's continued use of the Service.
9. ADDITIONAL PROVISIONS
9.1. The current version of this Agreement is published on the Internet at https://ucalc.pro/en/terms.
9.2. The Licensee reserves the right to unilaterally, and without prior notice, change the terms of the Agreement by publishing a new, definitive version of the Agreement at https://ucalc.pro/en/terms 10 (ten) days prior to its effective date. The provisions of the new edition of the Agreement shall be binding on all previously registered Licensees of the Service.
9.3. The Licensee confirms that they have read all provisions of the Agreement, understand and accept them.
9.4. This Agreement was written in Russian, and translated into other languages for your convenience. You may access and view other language versions by changing the Service language settings. If a translated version of this Agreement conflicts in any way with the Russian version, the Russian version shall be applied.