Public offer contract for the conclusion of a license agreement

The present contract of the offer (hereinafter referred to as the Contract) is concluded between Bitsoft LLC (INN 7802617506 OGRN 1177847131747) represented by CEO Korchagin Semyon Anatolyevich acting on the basis of the Charter (hereinafter referred to as the Contractor) and any individual, sole proprietor, legal entity (hereinafter - Customer).

1. BASIC TERMS
1.1. BitBox and BitEdit software - computer software for reading, editing and writing the calibration data to device, the rights to which Bitsoft LLC has rights on the basis of licensing agreements with the right of sub-licensing (hereinafter — The Software)

1.1.1. Modules - additional components of BitBox and BitEdit

1.1.2. The Hardware Key - a USB security key that holds license information
1.2. Websites - websites of the Contractor located at http://bitbox.ru and http://bitedit.ru.
1.3. Customer - a software user who has acquired the rights to use this software in accordance with the terms of the license agreement.
1.4. The Offer - is a public offer of the Contractor, addressed to any person, to conclude a license agreement with him (hereinafter referred to as the Contract) on the existing terms and conditions contained in the Contract.
1.5. Acceptance - full and unconditional acceptance by the Customer of the terms of the Contract.
1.7. The price of the software is the cost of renting the software indicated on the Websites of the Contractor.

2. SUBJECT OF THE CONTRACT
2.1. The Contractor grants the User the right to use (individual, personal, non-exclusive license without the right to transfer to third parties for the installation and launch of one copy of this SOFTWARE on one computer at a time) of the Software, as well as their modules, subject to all restrictions and conditions for using The Softwares in accordance with their technical documentation, functionality and terms of this agreement. The right to use each of The Softwares and each of the Modules is granted separately after payment of the corresponding amount listed on the Websites.
2.2. This offer is made directly at the time of the start of the use of The Softwares and is valid for the entire period of its lawful use by the User within the period of validity of the copyright to it subject to the User's proper compliance with the terms of this offer.
2.3. The Contractor grants the User the right to use The Software without restriction on the territory on terms and in the manner provided by the current present Contract, with the exception of cases provided for by Clauses 5.1.1, 5.1.2 and 8.15.
2.4. The Contractor is the exclusive publisher of the BitBox and BitEdit Programs, as well as the Modules for them. All rights to The Software, including property rights and property rights, are reserved for the copyright holders. The Software is protected by copyright and the right to intellectual property, interests of copyright holders are represented by Bitsoft LLC.

3. RIGHTS AND OBLIGATIONS OF THE PARTIES
3.1. The Customer agrees that no software is free from errors. In case of an error, the Customer has the right to send an error message to the Contractor's e-mail.
3.2. The Customer has the right:
3.2.1. to carry out any actions related to the functioning of The Software, in accordance with its purpose, namely: to provide the employees of the organization with access to use The Software; to use The Software in commercial activities, excluding the cases of resale, lease or transfer of The Software to third parties, possible only after the conclusion of the relevant written agreements with the Contractor;
3.3. The Customer is obliged:
3.3.1. to use The Software only within the limits of those rights and in the ways provided for in this offer;
3.3.2. to pay for this offer, in accordance with the terms of this offer.

3.4. The customer does not have the right:
3.4.1. to distribute (copy) or publish The Software;
3.4.2. to distribute copies of The Software or its parts and / or carry out other activities aimed at extracting commercial benefits in relations with third parties from the use of The Software;
3.4.3. to grant sub-licenses for any use of The Software or its parts to third parties.

3.4.4. to provide access to the software to third parties, including using USB-tunnels and using remote access to the desktop

3.4.5. reverse engineer, decompile and disassemble The Software and its Modules, as well as hardware and network protocols

3.4.6. No part of The Software may be used without licensing the entire Software under the terms of this license agreement.
3.5. The Contractor is obliged:
3.5.1. to grant the Customer the right to use The Software. From the point of the activation of the modules on the Contractor's server for the Customer's hardware key, the service is deemed to be rendered properly.
3.5.2. to provide technical information on the usage of The Software through e-mail and the Sites of the Contractor. Current e-mail address is available on the Websites of the Contractor;
3.5.3. to provide information on updates of the current version of The Software that were issued during the term of this offer;
3.6. The Contractor has the right to:
3.6.1. release new releases and versions of The Software, establish the conditions for their provision to the Customer, the terms of technical support and maintenance;
3.6.2. to attract third parties for the provision of services under this offer.
3.6.3. change and / or supplement these Terms at any time, with Customer's notification by e-mail. All changes to the Terms are published on the websites of the Contractor.
3.6.4. interrupt access to the Website and the server for scheduled server maintainance

3.6.5. limit access to the functions of the server part of the software ("Virtual reading" and downloading of calibrations) in case of exceeding the established limits (10 files per day for "Virtual reading", 50 files for calibrations); The Contractor reserves the right to increase these limits upon the Customer's request when providing evidence of the proper use of the Software in accordance with the terms of this agreement.

4. TERMS OF USE OF The Software
4.1. The present offer entitles the Customer to use the software and Modules to it for a fixed fee, sounded on the sites http://bitedit.ru and http://bitbox.ru
4.2. Having acquainted himself with the price list of the Contractor's services and the text of this public offer, the Customer purchases a hardware key, and also pays for the cost of the selected modules. After that, the Customer receives by mail from the Contractor a hardware key for unlocking The Softwares and paid modules.
4.3. Use of The Software and Modules is possible only after payment of their corresponding cost.
4.4. Any, including financial responsibility for the actions of the Customer's employees in The Software, is the responsibility of the Customer.
4.5. Responsibility for any actions and / or inactions that could lead to loss, theft, divulging, etc. Authorization and / or Customer Data, as well as responsibility for any actions and / or omissions of third parties using the Customer's Authorization and / or Registration Data are entirely the Customer's responsibility. The Contractor does not bear any responsibility in the above cases.
4.6. The Customer and persons who have access to The Software are prohibited from any unauthorized actions aimed at gaining access to any hardware and / or software resources of the Contractor, Authorization or Accounting data of other Customers of The Software, as well as any other information related to The Software and / limitedly accessible via the Internet.
4.7. The customer is obliged to abide the copyrights to the software and documentation provided by the Contractor.
4.8. In the event of a violation by the Customer of the software usage rules, the Contractor reserves the right to unilaterally block the Customer's access for an indefinite period without notifying and returning any money of the blocked Customer.

4.9. The Contractor reserves the right to unilaterally block the Customer's access (in manual or automatic mode) in case of suspicion of violation of the rules for using the software or this contract by the Customer until clarifying the circumstances.
4.10. The Contractor is not obliged, but reserves the right to unblock the Customer's access to The Software, if the violations of the rules were eliminated by the Customer.
4.11. This software may contain a product activation module and other technologies designed to prevent unauthorized use and copying, as well as technology for license management.

4.12. The Contractor has the right to collect and analyze statistics on the use of The Software and Modules.

4.13. The Contractor has the right to store and analyze date and the files transferred to the server solely for the purpose of executing this agreement and ensuring the functionality of The Software and Modules and does not transfer them to third parties. All rights to files transferred to the server remain for their rightful owner.

5 . PRICE AND PAYMENT PROCEDURE
5.1.1. In the case if the Customer is a resident of the Russian Federation, the Republic of Belarus, Ukraine or the Republic of Kazakhstan, the cost of the right to use The Softwares and Modules, as well as the cost of services provided under this contract, is established in the "Каталог модулей" section located on the Russian version of the Sites http: / /bitbox.ru/catalog and http://bitedit.ru/catalog. The prices are indicated in Russian rubles, the payment is made in Russian rubles.

5.1.2. In the case if the Customer is NOT a resident of the Russian Federation, the Republic of Belarus, Ukraine or the Republic of Kazakhstan, the cost of the right to use The Software and Modules, as well as the cost of services provided under this contract, is established in "Prices for BitBox" and "Prices for BitEdit" sections located on the English version of the sites http://bitbox.ru/en/catalog and http://bitedit.ru/en/catalog. The prices are indicated in EUR, payment is made in EUR, or in an equivalent amount in rubles at the exchange rate of the Central Bank in case of payment in the territory of the Russian Federation.
5.2. Payment under the present Agreement is carried out proceeding from the list of the acquired Modules
5.3. Methods of making money are determined from the possible options by the Customer himself. The list of possible payment options is listed on the websites http://bitbox.ru and http://bitedit.ru.
5.4. In the event that the present offer of access to The Software on the Internet and additional services is purchased, the following payment procedure is defined:
5.4.1. The customer pays the selected price of the goods using the payment form on the site.  
5.4.2. The moment of rendering the service is the date and time of receipt of funds to the account of the Contractor.
5.4.3. Any costs associated with the transfer of funds to the account of the Contractor, including the bank commission, upon transfer by the Customer of funds under this offer are assigned to the Customer.

5.5. No refunds.


6 . FORCE MAJEURE
6.1. In the event of force majeure circumstances, which include natural disasters, accidents, fires, riots, strikes, military actions, unlawful acts of third parties, enactment of legislative acts, governmental orders and orders of state bodies that directly or indirectly prohibit the specified in this offer types of activities that prevent the parties from exercising their functions under this offer and other circumstances beyond the control of the parties, they are exempt are expected to be held liable for failure to fulfill their obligations if, within 10 (ten) days from the occurrence of such circumstances and in the presence of communication, the party affected by their influence will bring the news to the other party to the news of the incident, and will make every effort for the speedy elimination of consequences of force majeure.
6.2. A party that has suffered losses due to force majeure circumstances may require the party that became the object of force majeure to document the extent of the events that occurred and about their impact.

7 . TERM AND TERMINATION PROCEDURES
7.1. The offer comes into force from the moment of the User's full and unconditional acceptance of the offer - payment of the Contractor's remuneration, as well as the cost of services provided under this agreement, according to the terms of the offer.
7.2. The agreement can be terminated by agreement of the parties at any time.

8 . OTHER CONDITIONS
8.1. These Terms and Conditions are a public offer (offer) of the Contractor to individuals and legal entities that contain essential terms of the agreement for the provision of Services and the use of The Software.
8.2. Any actions to fulfill the conditions specified in this offer, including the registration of the Customer on the site, payment for the Services and others that confirm the Client's intention to use The Software, are considered complete and unconditional acceptance of the Conditions of this offer.

8.3. From the moment of acceptance of these Conditions of the Offer Contract, it is considered that the Customer has read and accepted this Offer.
8.4. The obligations of the Contractor are entirely determined by the Conditions of this offer.
8.5. The conditions on which services are provided are defined in this document "Contract-offer", to which there is free access to the Internet at the addresses: http://bitbox.ru/portal/license http://bitedit.ru/portal/license .
8.6. The order and title of the chapters of the text of these Conditions of the Offer Contract are given only for the convenience of reading it and do not influence the interpretation of this text in any way.
8.7. In all the rest, not provided for in this agreement, the parties are guided by the current legislation of the Russian Federation.

8.8. The Customer assumes all responsibility for the use and consequences of using this software, the Contractor does not give guarantees of operability in arbitrary conditions, as well as compliance of the Software with the requirements of the Customer

8.9. The Contractor is not liable for possible damage to the electronic control unit and the vehicle when using this software, as well as for the lost profit from using this software.

8.10. The Contractor  handles messages about shortcomings and technical support of the software on best effort basis and does not provide any guarantees that problems will be resolved.

8.11. The Contractor does not guarantee the uninterrupted availability of the server parts of the software and the uninterrupted availability of the Contractor's sites.
8.12. When using the "Virtual reading" function of BitBox, the Contractor does not guarantee the availability of specific files.

8.13. The executor does not guarantee the availability of calibrations for specific files when using BitEdit.

8.14. In case of damage or loss of the hardware key, to restore access the Customer pays for the cost of the new hardware key and transfer of licenses for the new key and sends the old key to the Contractor (if it was not lost). If the hardware key has been lost, the access to The Softwares and Modules using the lost hardware will be blocked.

8.15. If the software is purchased at prices established for residents of the Russian Federation, the Republic of Belarus, Ukraine or the Republic of Kazakhstan (section 5.1.1), the use of the software is allowed only in the territory of the Russian Federation, the Republic of Belarus, Ukraine or the Republic of Kazakhstan, in the case of attempts to use outside the territories of these states, the Contractor reserves the right to block the key without refunding the cost of licenses.

 


9 . Disclaimer of Additional Warranties
9.1. The software product is provided "as is" without any additional obligations and guarantees, whether express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose, as well as any warranties of violation of law, with respect to this software product, in addition to this, the Contractor does not guarantee that the software will meet your requirements, or that this software will work without fail or will not keep errors, or these defects in this software will be fixed.

10. Compensation in favor of the buyer.
10.1. Payment for the licenses granted is non-refundable.

10.2. The Contractor's entire liability and the final amount of your compensation can not amount to more than the price paid for this software. Under no circumstances, including random, the licensee (executor) is not liable for any incidental, special, indirect or consequential damages resulting from the use of this license or in connection with this license. In no case will the Contractor be liable for any direct, indirect, incidental, special, punitive or consequential damages whatsoever, including losses from lost commercial profits, interruptions in business activities, leakage of commercial information or any other material damage, whatever their causes and circumstances, including negligence or other violations of civil rights arising from the operation or inability to operate the software, if the Contractor was notified of the likelihood of such losses.

11. Procedure for resolving disputes

11.1. Disputes are resolved according to the legislation of the Russian Federation in the Arbitration Court of the city of St. Petersburg and the Leningrad Region (if the Customer is a legal entity or a sole proprietor) or in a court of general jurisdiction at the location of the Contractor (if the Customer is an individual).



Contractor:
LLC "BitSoft"
IIN: 7802617506
Address: 194356, St. Petersburg, ul. Beregovaya (Shuvalovo), d. 27, building 1, ap. 10

CEO: Korchagin Semen Anatolyevich