Agreement
Subject matter of this license agreement (hereinafter referred to as the "Agreement") is the relationship between Ipvision lab limited, hereinafter referred to as the "Company," and Licensee's Name, hereinafter referred to as the "Licensee," regarding the provision of a simple (non-exclusive) license for the services listed in this Agreement (hereinafter - Service/Services).
By using the Services, the Licensee agrees to comply with the terms described in this Agreement.
This Agreement contains special provisions that govern the relationship between the Company and the Licensee regarding the provision of a simple (non-exclusive) license for the Services by providing remote access through the ipvision platform (hereinafter referred to as the "Platform"), has direct effect and priority over the norms contained in the Terms of Use of the platform and other rules regulating the operation of individual services of the Site.
1. Terms Used in this Agreement
| Term | Meaning |
|---|---|
| Site |
An internet site located at https://hrarchive.ipvision-lab.cy/, providing the Licensee access to the Platform. The Company places mandatory information for the Licensee on the Site.
|
| Platform |
A computer program operated by the Company, accessible to the Licensee through the Site, enabling the Licensee to remotely access the Services hosted on the Platform.
|
| Service/Services |
Computer programs owned by the Company, the right to use which is granted to the Licensee under the terms of this Agreement. The Services whose right to use is granted under this Agreement:
|
| HRArchive Service |
A program enabling the functioning of a service for managing personnel recruitment, archiving the history of interactions with candidates, and handling the approval process for recruitment.
|
| Company |
Ipvision lab limited, which under the terms of this Agreement grants the Licensee the right to use access to the functionality of the Service by providing remote access under a simple (non-exclusive) license. The Company is the rights holder of the Service.
|
| Licensee |
An individual or legal entity possessing the necessary legal capacity to enter into this Agreement on its own behalf. The Licensee is a Party to this Agreement. The Licensee has the right to provide end users (hereinafter referred to as "Users") with the use of the Service, provided that they are responsible to the Company for their use.
|
| License Agreement (Agreement) |
The text of this Agreement and other rules specified in this Agreement, containing all necessary and essential conditions of the license agreement for the provision of a simple (non-exclusive) license for the Service, including the provision of Extended Service functionality.
|
| Extended Service functionality |
Additional functional (software) capabilities of the Services, if provided, access to which is granted to the Licensee for a fee, the amount and conditions of which are determined in this Agreement and on the pages of the corresponding sections of the Site.
|
| Personal Account |
A closed area of the Site allocated to the Licensee for the purpose of using the Extended functionality and other functional capabilities of the Service. Access to the Personal Account is granted only to the Licensee. To access the Personal Account, the Licensee must use a unique username (login) and password.
|
| Service Unavailability (Downtime) |
The interval of time from the moment the Licensee sends a message to the Company's support service by email to support@ipvision-lab.dev, the fact of which is subsequently confirmed by the Company, to the moment the Service resumes operation after the Company's restoration work is completed.
|
| Reporting Monthly Period |
A period of time lasting 1 (one) month, equal to 30 (thirty) calendar days, during which the Company grants the right to use the Service by providing remote access under a simple (non-exclusive) license.
|
| Reporting Annual Period |
A period of time lasting 1 (one) year, equal to 365/366 days, during which the Company grants the right to use the Service by providing remote access under a simple (non-exclusive) license
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2. Terms of Adhesion to the Agreement
2.1. Prior to commencing the use of the Service/Services, the Licensee is obligated to familiarize themselves with this Agreement, as well as with all Applicable Rules and other documents posted on the Website that are an integral part of this Agreement.
2.2. In order to utilize the features of the Service, the Licensee must create an Account on the Ipvision Platform.
2.3. The condition for using the Services is the full and unconditional acceptance by the Licensee of the provisions of this Agreement, as well as the Company's Privacy Policy, available at the link _____________________________________ (hereinafter referred to as the "Applicable Rules"). In case of a conflict between the provisions of the Platform Terms of Use and this Agreement, the provisions of this Agreement shall prevail. Matters not regulated by this Agreement shall be governed by the Platform Terms of Use.
2.4. The Licensee's adherence to this Agreement is deemed accomplished by accepting the offer when paying the invoice from the Company, which is equivalent to entering into a License Agreement that imposes obligations on the Licensee to comply with the terms of this Agreement.
2.5. Each time the Service is accessed and/or actually used, the Licensee agrees to the provisions of this Agreement, as well as with other Applicable Rules, as they were in force at the time of the actual use of the Service. In this regard, the Licensee, being a legal entity, warrants that each time the end user, created by the Licensee, accesses and/or actually uses the Service, such user is informed of and agrees to the terms of the Applicable Rules in the version that was in force at the time of the actual use by the end user of the Service.
2.6. In order to use the Service, the Licensee undertakes to ensure that the technical and programmatic capabilities of the Licensee comply with the requirements that may be set by the Company and posted on the Platform's authorization page, and which may be updated from time to time.
3. Subject Matter of the Agreement
3.1. In accordance with the terms of this Agreement, the Company provides a simple (non-exclusive) license for the right to use the Service/Services by providing remote access to it, including by providing the Extended functionality (if available) of the Service in the following ways: using the Service in accordance with its functional purpose, i.e. such use that is common for such types of Services, as well as reproducing the graphical part (user interface) of the Service on the screen of a personal computer and/or mobile device for data processing purposes exclusively for the internal activities of the Licensee within the period, volume, and conditions defined in this Agreement.
3.2. A description of the main functionality of the Services and the Extended functionality, if provided, is presented on the Website.
3.3. Operation and maintenance of the Services are carried out exclusively by the Company. Access to the Services is provided in an interactive (online) mode by connecting the Licensee through the Internet to the Website. The Company holds the necessary rights to use the Services and all their elements, individually and collectively, except for the Content, the rights to the elements of which may belong to third parties. The Company has the right to use, operate, and distribute the Services in the respective territories where it ensures their use, operation, and distribution.
3.4. The Company makes commercially reasonable efforts to ensure the operation of the Service on a 24/7 basis, but does not guarantee the absence of interruptions related to technical malfunctions, maintenance work, and also does not guarantee the full or partial functionality of its individual elements. The Company does not guarantee that the Service or any of its elements will operate at any specific time in the future or that they will not cease to operate.
3.5. Rights to the Service are granted to the Licensee in accordance with the internationally recognized "AS IS" principle. This means that the Company is not responsible for problems, errors, failures that occur during the installation, use, and update of the Services, including compatibility issues with other software products, problems arising from ambiguous interpretations of the documentation on the Services, discrepancies between the results of using the Services and the expectations of the Licensee, etc.
3.6. The Licensee is entitled to use the Service (Extended functionality) within the number of users corresponding to the paid invoice. In case the Company identifies an excess of the user limit, the Licensee must pay for the excess according to the Rates in the manner established in the Agreement no later than 1 (one) calendar day from the moment the Company identifies the invoice. In the event of the Licensee's failure to pay the license fee for additional users, the Licensor may apply measures against the Licensee as provided for in section 11.6 of this Agreement.
3.7. The Parties may enter into a separate agreement to determine the terms and conditions of the use of the Company's Services, different from those provided for in this Agreement. In such a case, the terms of this Agreement will apply to the extent not inconsistent with the terms of such agreement.
4. Rules for Creation and Use of the Service
4.1. Each subsequent login (after creation) to the Service is carried out through an authorization procedure - entering the Licensee's login and password or other methods available to the Licensee and authorized by the Company.
4.2. During the use of the Services by the Licensee, cookies technology may be used for the purpose of automatic authorization of the Licensee into the Services, as well as for collecting statistical data, in particular, about the visitation of the Service/Site.
4.3. The Licensee has the right to restrict or prohibit the use of cookies technology by applying the corresponding browser settings.
4.4. In case it is not possible to carry out authorization due to loss of password, blocking of access to the Platform or service, and for other reasons, the Licensee, in addition to complying with the conditions provided in the User Agreement for self-restoration of access, has the right to contact the Company's support service. The methods of restoring access to the Platform may be changed, canceled, or supplemented by the Company unilaterally.
5. Advanced Features of the Service, Provision Procedure, and Payment
5.1. This section of the Agreement regulates the procedure and conditions for providing the Licensee access to the Advanced Features of the Service, if provided for, on the terms of a simple (non-exclusive) license, provided it is implemented within the framework of the corresponding Service.
5.2. At the Licensee's request, the Company may provide access on a gratuitous basis to additional, extended software features of the Service (Advanced Features of the Service) to the extent and under the conditions provided for in this Agreement.
5.3. Payment for the Company's remuneration for providing the Advanced Features of the Service is made by the Licensee in euros or dollars, in the amount of the cost of the selected Licensee's tariff. The Licensee may pay the license fee for access to the Advanced Features of the Service for one Reporting Month or for a Reporting Year period at once.
5.4. Tariffs for providing the Advanced Features of the Service are brought to the attention of the Licensees by the Company in the manner established by the Company, by posting them on the Company's website. The tariffs adopted as of the date of the agreement are provided in Appendix No. 1 to this Agreement. The procedure and deadlines for payment of the Tariffs are determined by this Agreement. The above data are an integral part of this Agreement.
5.5. Tariffs and the Company's remuneration for providing a license for the Advanced Features of the Service, payment procedures and deadlines, are posted in the corresponding section of the Website. The tariffs adopted as of the date of the agreement are provided in Appendix No. 1 to this Agreement. The amount of remuneration for the acquired volume of licenses for providing the Advanced Features of the Service is not subject to revision. New tariffs apply from the respective Reporting period following the period in which changes were made.
5.6. The date on which the license period for providing the Advanced Features of the Service commences is considered to be the date on which the Licensee's funds are debited from the Licensee's account in proportion to the cost of the selected tariff for providing the Advanced Features of the Service.
5.7. When making payment for providing a license for the Advanced Features of the Services, the Licensee undertakes to follow the payment instructions regarding payment order and methods. The Company is not responsible for the correctness of the Licensee's compliance with the payment conditions. For questions regarding the rules and procedures for using payment systems to top up the Licensee's personal account, the Licensee should contact legal entities holding such payment systems. The Company does not provide explanations to the Licensees regarding matters related to the rules and procedures for using such payment systems, and also does not compensate the Licensee for funds paid for the Company's remuneration for providing a license for the Advanced Features of the Service through payment systems, if such payments were made in violation of the rules established by payment systems, resulting in the funds not reaching the Company.
5.9. Payment of the Company's remuneration for providing a license for the Advanced Features of the Service is made by the Licensee in the form of 100% prepayment. Access to the Advanced Features of the Service is provided only upon full payment of the Licensee's remuneration in accordance with the terms of this Agreement. Until confirmation of payment is received, the Company may refrain from providing access to such functionality.
5.10. In the event that as a result of a technical error, or malfunction of the Service or any of its elements, or due to deliberate actions of the Licensee, access to the Extended functionality of the Service was obtained without payment in accordance with the terms set forth in this Agreement, the Licensee undertakes to inform the Company of this fact and to pay the consideration for the license to the Extended functionality of the Service, or to rectify all consequences of unauthorized use of the Extended functionality of the Service. The Company may independently, without notifying the Licensee, rectify such consequences.
5.11. A copy of a document with a bank mark indicating the transfer of funds may, at the discretion of the Company, serve as confirmation of payment for the license to access the Extended functionality of the Service. The Licensee is obligated to retain documents confirming payment of consideration to the Company for the license to the Extended functionality of the Service for the entire period of using such functionality, and upon request by the Company to provide such documents, as well as information on the circumstances of such payment by the Licensee. The Licensee agrees that all risks of incurring losses in paying consideration to the Company are borne by the Licensee.
5.12. The Licensee independently pays the consideration to the Company for access to the Extended functionality of the Service using the available methods on the Website. By paying the invoice, the Licensee additionally confirms having sufficient authority to use the Service.
5.13. The Company is considered to have fulfilled its obligations to provide the license from the moment it provides the Licensee with access to the Extended functionality of the Service for the paid Reporting period. If the Licensee refuses to use the Extended functionality of the Service, the payment made by the Licensee for the licenses to the Company is non-refundable. In case the Licensee refuses to use the Extended functionality of the Service, the payment made by the Licensee for the licenses for the Reporting annual period is non-refundable.
5.14. The license to use the Extended functionality of the Service is provided exclusively by the Company, offers from third parties to provide the Extended functionality of the Service cannot be considered by the Licensee as offers originating from the Company.
5.15. In the event that the Company determines that the Licensee has accessed the main/Extended functionality of the Service from third parties not authorized by the Company, the Company may at its discretion either suspend, limit, or terminate the Licensee's access to the Service/Extended functionality of the Service.
5.16. Payment of compensation for providing the Licensee with the Enhanced Service Functionality does not exempt the Licensee from complying with this Agreement and the application of any measures specified in this Agreement, including the Company's full or partial refusal of further access to the Service/Enhanced Service Functionality and removal of the Email Box. In such a case, no refund of the compensation for the license to use the Enhanced Service Functionality is made to the Licensee.
5.17. The Licensee guarantees to the Company that they have the right to use the selected means of payment to compensate the Company for providing the Enhanced Service Functionality, without violating the laws of Cyprus and/or the laws of another country of which the Licensee is a citizen, and the rights of third parties. The Company shall not be liable for any damages to third parties and/or other Licensees caused by the Licensee's use of payment methods that do not belong to them.
5.18. The Company shall not be liable for any unlawful actions of the Licensee when making payment for the provision of the Enhanced Service Functionality. The Company reserves the right to unilaterally suspend or terminate the Licensee's access to the Enhanced Service Functionality if there is suspicion of the Licensee engaging in illegal actions, pending investigation.
5.19. If the Company has reason to believe that the Licensee is engaged in illegal or fraudulent activities related to payment for the provision of the Enhanced Service Functionality, the Company has the right to provide relevant information to law enforcement authorities for investigation.
5.20. In the case of selecting a Reporting Monthly period, the Company shall monthly, no later than 5 (five) calendar days from the end of the Reporting Monthly period of Service usage, send to the Licensee for signing an Acceptance and Transfer Act of the license, indicating the amount of compensation due to the Company for providing the license to use the Enhanced Service Functionality.
5.21. In the case of selecting a Reporting Annual period, the Company shall, no later than 5 (five) calendar days from the end of the first month of Service usage in the corresponding Reporting Annual period, send to the Licensee for signing an Acceptance and Transfer Act of the license for the total cost of the acquired annual period.
5.22. The Licensee undertakes to sign one copy of the closing documents and send it to the Company within 3 (three) working days from the date of receipt or sign the documents through an electronic document management system within equivalent deadlines if technically possible. If the Licensee fails to provide the Company with a signed copy of the Act or a written motivated refusal within the period specified in this clause, the Act shall be considered signed by the Licensee without objections and shall have the effect of a bilateral agreement.
5.24. The Company shall send the Licensee scanned copies of the invoice, Act, and invoice, signed by the Company, through the Licensee's Personal Account on the Website or via email provided in the Licensee's Personal Account on the Website.
5.25. Exchange of documents (scanned copies) of invoices, Acts, and invoices is equated to the exchange of said documents in paper form.
5.26. If this Agreement is terminated prematurely due to the Licensee's breach of the terms of this Agreement, the amount paid by the Licensee for the licenses shall be withheld by the Company as a penalty.
5.27. VAT under this Agreement should be paid and tax amounts shall be added to the tariffs/prices under the Agreement. In the event of changes in the tax legislation during the term of the Agreement, all additional tax amounts shall be added to the tariffs/prices under the Agreement, including but not limited to, in case of increased rates of existing taxes, introduction of new taxes, cancellation of previously existing tax exemptions applicable to the subject matter of the Agreement, etc.
6. Rules for using Content
6.1. For the purposes of this section, Content refers to elements of design, illustrations, graphic images, photographs, scripts, text, videos, music, sounds, and other objects posted within the framework of the Service, which are the result of intellectual activity or not, the rights to which belong to the Company, the Licensor/End Users, or third parties.
6.2. Unless otherwise expressly stated by the Licensor when posting Content, the Licensor, within the scope of the Service/Site, grants the Company, its partners, and all other Licensors a gratuitous, non-exclusive license to use this Content for the entire term of the exclusive right to the corresponding Content worldwide by any means, including but not limited to making it publicly available, viewing, reproducing, translating, and processing.
6.3. The Licensor is allowed to use Content posted within the Service/Site by the Company, third parties with the consent of the Company or Licensor, in compliance with permissions and restrictions that may be set by the rights holder, provided that authorship marks (copyright) or other indications of authorship are maintained, and the author's name is preserved unchanged.
6.4. The Licensor is not entitled to upload or otherwise make publicly available (post/publish within the Service/Site) Content and other results of intellectual activity of other Licensors, the Company, and other copyright holders, without the express consent of the copyright holder and/or the necessary extent of rights for such actions.
7. Rights and Obligations of the Company
7.1. The Company manages the Services/Site, independently determining the structure and appearance, granting or restricting access to Licensees to the Services/Site in case of violation of the provisions of this Agreement, providing Licensees with licenses to use the Services/Enhanced functionality of the Service, and exercising other rights belonging to it.
7.2. In terms of enabling interaction between Licensees, including providing Licensees with the ability to independently perform certain actions within the Services/Site, the Company acts solely as the entity that has organized the technical possibility of such interaction. Associated with such interaction, the transmission, storage, and provision of access to the information, graphical images, and other materials provided by Licensees through the Services via the Internet are carried out without modifying such materials or affecting their content by the Company.
7.3. The Company independently decides on the placement of advertisements within the Services/Site, participation in partnership programs, inclusion of content in the Services/Site, and the like.
7.4. The Company has the right to:
7.4.1. At any time, change the design and user interface of the Services/Site, their content, the content of provided functions, including the Enhanced functionality of the Service, modify or supplement the scripts, software, Company's Content, and other objects used or stored within the Services/Site, with or without notice to the Licensee;
7.4.2. Delete any Content without warning, including Content that violates or may violate legislation, the provisions of this Agreement, the rights of other Licensees or third parties, causing them harm or threatening their security;
7.4.3. Delete any information, including Licensee Messages, and any other information and materials posted by the Licensee within the Services as well as within the Site as a result of access obtained through the Services, which violate legislation or the provisions of this Agreement;
7.4.4. Suspend, restrict or terminate access to the Services by suspending, limiting, or terminating the Licensee's access to all or any of the sections of the Services/Site, communities, functions of the Services/Site, including their Enhanced functionality at any time without explanation, with prior notice or without, in case of violation of legislation or the provisions of this Agreement.
7.4.5. to provide the Licensee with paid access to the Extended functionality of the Service on the terms of a simple (non-exclusive) license in the manner provided for by this Agreement and the corresponding sections of the Website;
7.4.6. to send Messages to the Licensees (including messages via email, SMS messages, etc.), which are notifications of the introduction of new, or cancellation of old functions of the Service, as well as containing advertising information about the features of the Services/Site, including the Extended functionality.
7.4.7. The sending of messages to Licensees containing advertisements for goods or services of third parties is not carried out without the prior consent of the Licensee.
7.4.8. For the purpose of collecting statistical data and identifying the Licensee, to establish and retain information about the IP addresses of the Licensee's access to the Service and Website, to use technical information files (cookies) placed on the personal computer of the Licensee-individual or added users of the Licensee-legal entity;
7.4.9. in the process of the Licensee's use of the Service/Extended functionality of the Service, to make comments to the Licensees, warn, notify, and inform them of the Licensee's non-compliance with this Agreement. The instructions of the Company given to the Licensee during the use of the Service/Site are mandatory for the Licensee to follow;
7.4.10. to take measures not prohibited by the law to protect its own intellectual rights with respect to the Service/Site.
7.4.11. to conduct an audit of the Licensee's use of the Service/Services to determine compliance with the number of connected users by the Licensee to the paid rate, as well as to determine compliance with other conditions of this Agreement. In the event of a breach of the Agreement, including exceeding the number of users within the paid rate, the Company may demand payment of remuneration to the Company for the volume of the license that was not paid by the Licensee (number of users), including for the past period since the connection of such users.
7.5. The Company undertakes:
7.5.1. to provide the Licensees with a license to use the Service/Extended functionality of the Service on the terms set forth in this Agreement.
8. Rights and Obligations of the Licensee
8.1. The Licensee is entitled to:
8.1.1. within the functional capabilities of the Service, adjust settings, including changing the login and password for access, and use the Company's Service (including the Enhanced functionality) in accordance with the terms of this Agreement;
8.1.2. use the Service for its intended purpose;
8.1.3. use the basic and Enhanced functionality of the Service in compliance with the rules provided for in this Agreement;
8.1.4. optionally access the Enhanced functionality of the Service for a fee based on a simple (non-exclusive) license in accordance with this Agreement;
8.1.5. reproduce the information placed within the Service for personal use by copying it to the memory of its personal computer and/or mobile device (downloading). If elements of the Content are subject to copyright or personal images (photographs) of other Licensees or third parties, the Licensee, when reproducing them, must additionally obtain the consent of such persons for such reproduction;
8.1.6. carry out other actions related to the use of the Services that are not prohibited by legislation or this Agreement.
8.2. The Licensee shall:
8.2.1. comply with the terms of this Agreement without any restrictions or exceptions;
8.2.2. not otherwise violate the intellectual property rights of the Company regarding the Services/Site or any of its elements; in particular, the Licensee shall not have the right to copy, broadcast, distribute, publish, or otherwise disseminate and reproduce the materials (text, graphics, audio-video materials) placed by the Company within the Services/Site without the written consent of the Company;
8.2.3. take necessary measures to ensure the security of its Personal account and prevent unauthorized access by third parties (in particular, ensure that the password is not stored in the browser, including when using cookies technology, in case the Licensee's computer device is used by third parties);
8.2.4. comply with all instructions and orders of the Company. In case the Licensee fails to comply with such instructions, the Company has the right to suspend, restrict, or terminate the Licensee's access to the Services/Enhanced functionality;
8.2.5. upon the Company's request in connection with the conclusion and performance of this Agreement, confirm its account details, including surname, first name, patronymic, name of the legal entity, other data, and provide the necessary documents upon request by the Company.
8.2.6. Not to post photos of other individuals, as well as photos where in addition to the Licensee-physical person, other individuals are depicted, without their prior consent, except in cases where such consent is not required;
8.2.7. To comply with other requirements and fulfill other obligations provided by this Agreement.
8.3. The Licensee is responsible for unlawful actions carried out using their Personal Account, as well as in connection with posting Content using the data of Licensees on the Site/third-party sites, in forums, comments, and other sections of the Site.
8.4. The Licensee bears personal responsibility for any Content or other information they post on the Service, as well as on the Site through the Service.
8.5. The Licensee guarantees that they have all necessary authority to enter into this Agreement. In the event that the Licensee is a natural person who has not reached the age of majority (18 years) or has become fully legally incapacitated due to the occurrence of another circumstance provided by the current legislation, they are obligated to independently obtain the necessary permission in the required legal form from their parents or legal representatives.
9. Guarantees and Limitations of Liability
9.1. The Licensee guarantees that appropriate measures will be taken by them to ensure the confidentiality of their account data (login and password) used for authorization in the Services (Personal Account) and to prevent the possibility of authorization by other individuals.
9.2. The Company is not liable for any potential malfunctions and interruptions in the operation of the Services and any resulting loss of information. The Company is not responsible for any damage to the Licensee's computer, mobile devices, or any other equipment or software caused by or connected to the use of the Services.
9.3. The Company is not responsible for the selection of a password for access to the Licensee's Personal Account by third parties and any actions taken by them using the Licensee's Personal Account.
9.4. The Company is not liable for any damages, including loss of profit, or harm caused in connection with the use of the Services, Content posted therein, or other materials accessed by the Licensee or other persons during the use of the Services, even if the Company warned or indicated the possibility of such damages or harm.
9.5. The Company is not responsible for statements made by the Licensee and any other materials published by them on the Website, which they placed through access to the Website via the Services.
9.6. The Company is not liable for the loss of the Licensee's ability to access their Personal Account (loss of login, password, or other information necessary for using the Service).
9.7. The Company is not liable for incomplete, inaccurate, or incorrect provision of the Licensee's data during the creation of the Personal Account.
9.8. The Company is not responsible for the retention and does not guarantee the delivery of Messages to the recipient, as well as any other information posted by the Licensee in the Service. However, the Company will make every effort to ensure the retention and delivery of messages to the recipient. The Company guarantees that the technologies and security measures used comply with minimal industry standards.
9.9. The Company is not responsible for the Licensee's lack of access to the Internet, or the quality of services provided by Internet service providers with whom the Licensee has agreements for access to the Internet.
9.10. The Company does not reimburse the Licensee for expenses related to providing access to the Services/Enhanced functionality, including in cases of suspension or termination of access to the Service or suspension or termination of the Agreement for any reason.
9.11. The Company is not liable for the direct or indirect damages and lost profits of the Licensee or other third parties resulting from:
9.11.1. Unauthorized access by any third parties to the Licensee's personal/confidential information;
9.11.2. Deletion of Content or cessation of the Service’s operation as a whole.
9.12. The Company is not obligated to provide the Licensee with any evidence, documents, or other materials proving the Licensee's violation of the Agreement's terms resulting in the cessation or suspension of access to the Service/Service's Enhanced functionality.
9.13. Claims submitted by the Licensee to the Company are accepted and reviewed under the condition that the Licensee provides up-to-date and accurate information as indicated during registration on the Website. Taking into account the possible existence of email accounts with similar account information, the Company may require the provision of additional information allowing for the identification of the basis of the claim, or to establish the ownership of the email account by the individual submitting the claim.
10. Territory and Term of Agreement
10.1. The license for the use of the Services/Enhanced functionality of the Service is granted to Licensees throughout the territory, as well as in other territories where the Service is available using standard computer resources and programs.
10.2. This Agreement shall terminate in the event that:
10.2.1. The Company decides to change the terms of this Agreement, the necessity to enter into a new agreement with Licensees, termination of this Agreement in relation to the Licensee, termination of administration and service of the Services, and termination of access to them for the reasons indicated in this Agreement.
10.2.2. The Company may unilaterally terminate this Agreement at any time without notifying the Licensee and without explaining the reasons, with immediate cessation of access to the Services/Enhanced functionality of the Service without reimbursement of any expenses, losses, or return of any payments received under the Agreement, including, but not limited to, in the event of:
• closure or cessation of the operation of the Service;
• any violation by the Licensee of the terms of this Agreement, including a one-time violation;
• for other reasons that in the Company's opinion are sufficient for a decision to terminate the Agreement.
10.3. This Agreement does not involve the assignment of any exclusive rights or the granting of an exclusive license to any components of the Service from the Company to the Licensee.
10.4. If, in accordance with the laws of the Licensee's country, it is prohibited to use the Internet or social networks or there are other legislative restrictions, including age restrictions for access to such software, the Licensee is not entitled to use the Service. In such a case, the Licensee alone is responsible for using the Service within the territory of their country in violation of local legislation.
11. Liability during Service Interruptions (Service Availability Guarantees)
11.1. The Company guarantees the Licensee that access to the Service is provided 24 (twenty-four) hours a day, 7 (seven) days a week.
11.2. The Company reserves the right to interrupt the operation of the Service for necessary preventive maintenance, including on working days. Such instances will not be considered service interruptions if the Company notifies the Licensee at least 24 (twenty-four) hours prior to the commencement of preventive maintenance work causing interruptions in the Service operation, by publishing corresponding information on the Website (including the duration of the preventive maintenance work). The downtime associated with preventive maintenance work is not subject to compensation under the rules of this Agreement section.
11.3. Service Unavailability (Downtime) is defined as the time interval from when a User submits a message to the Company's support service via the feedback form available in the Personal Account, containing a notification of Service unavailability, or via email to support@ipvision-lab.dev, the fact of which was subsequently confirmed by the Company, to the moment when the Service resumes operation after the completion of the Company's restoration work. If the Company has its own data indicating an earlier start time of the Downtime, showing Service unavailability before the time of sending the email message to support@ipvision-lab.dev or using the feedback form in the personal account, the Company may use such data. Disagreements regarding the start and end time of Downtime shall be resolved through negotiation between the Parties. If the Downtime began in one calendar month and ended in the next consecutive month, then the entire Service unavailability is attributed to the calendar month where the majority of Downtime occurred.
In the event of Service unavailability, the Company undertakes to compensate the Licensee, the amount of which is determined based on the table provided below (hereinafter - Table No. 1)
| Availability Time (in %) | Downtime (min. or hrs.) cumulatively within one Reporting Period | Compensation Level |
|---|---|---|
| 99.9% and above | less than 45 minutes | no payment |
| 99%-99.9% | from 45 minutes to 7.3 hours (438 minutes) | 3% of the amount for the Reporting Period with Downtime |
| 95% - 99% | from 7.3 to 36 hours | 10% of the amount for the Reporting Period with Downtime |
| 90%-95% | from 36 to 73 hours | 50% of the amount for the Reporting Period with Downtime |
| Less than 90% | more than 73 hours | 100% of the amount for the Reporting Period with Downtime |
Calculation was made based on 43,800 minutes in the Reporting Period.
11.4. In case of loss/damage of the Content as a result of Company's fault, the Licensee shall be provided with Compensation equal to 100% of the amount deducted from the Bonus and/or Main balance (account) of the Licensee for a period equal to one calendar month during which the loss/damage of the Content occurred.
11.5. In any cases of breach of Service Level warranties, the Licensee undertakes to cooperate with the Company to determine the source of the problems, address them, and restore the functionality of the Service or the remote/damaged Content.
11.6. The amount of Compensation during a period equal to one calendar month on both grounds specified in clauses 11.3. and 11.4. of this Agreement, shall not exceed the amount of funds paid by the Licensee for a period equal to one calendar month in which the events that led to the Compensation took place.
11.7. Unavailability of the Service caused by actions of the Licensee, end users, or third parties, or force majeure circumstances (such as natural disasters, civil unrest, wars, and others), which resulted in the unavailability of services, shall not be subject to Compensation; suspension of services related to planned maintenance work; suspension of access at the request of state or municipal authorities in cases and in a manner determined by applicable legislation. Under no circumstances does the Company compensate the Licensee for indirect losses, including lost profits and damage to business reputation.
12. Final Provisions:
12.1. The invalidity of one or several provisions of the Agreement, recognized by a court decision that has entered into force, shall not lead to the invalidity of the agreement in its entirety for the Parties. In the event that one or several provisions of the Agreement are declared invalid in the prescribed manner, the Parties undertake to perform the obligations taken by them under the Agreement in a manner as close as possible to what the Parties implied upon entering into and/or mutually amending the Agreement.
12.2. This Agreement and the relations between the Parties in connection with this Agreement and the use of the Service are governed by legislation.
12.3. The norms of international law regulating the procedure and conditions for concluding a contract by acceptance of an offer shall apply to the form and method regarding the conclusion of this Agreement.
12.4. All disputes between the Parties under this Agreement shall be resolved through correspondence and negotiations using mandatory pre-trial procedures. In the event that consensus cannot be reached between the Parties through negotiations within 60 (sixty) calendar days from the date of receipt of a written claim by the other Party, the dispute should be referred by any interested party to the court of general jurisdiction at the location of the Company (excluding the jurisdiction of any other courts).
12.5. The Company has the right to assign its rights and obligations under this Agreement to third parties without the consent of the Licensee. The Company shall notify the Licensee of the replacement of a party to this Agreement via email provided in the Customer's Personal Account.
12.6. For matters related to the execution of the Agreement, please contact the Company at its address: Nikou Georgiou, 6 BLOCK C, 3rd floor, Flat/Office 304 1095, Nicosia, Cyprus.
12.7. The following appendices are attached to this Agreement: