InstaDirect, hereinafter referred to as the right holder, acting on its own behalf, addresses this licence agreement (hereinafter referred to as the Agreement) to any person (an unspecified number of persons), who is willing to conclude a licence agreement for granting the right to use the intellectual property object (hereinafter referred to as the User).
The Agreement, in accordance with Clause 2 of Article 437 of the Civil Code of the Russian Federation, is a public offer, acceptance of the terms of which shall be deemed to be the execution of actions provided for in the Agreement.
1.1. The terms and conditions of the Agreement regulate the relations between the Rightholder and the User, and contain the following definitions:
1.1.1. The Offer – this document (Agreement), posted on the Internet at http://instadirect.pro/ (hereinafter referred to as the Site). In accordance with the Agreement, the words “Offer” and “Agreement” shall have the same meaning.
1.1.2. Acceptance – full and unconditional acceptance of the offer by taking actions, specified in paragraph 3.1. of the Agreement.
1.1.3. Rightholder – website http://instadirect.pro/
1.1.4. User – a legal entity or an individual who conclude the Agreement by accepting the terms and conditions contained in the offer.
1.1.5. Object of intellectual property (hereinafter referred to as “Program”) – the Program – is a technological isolated part of the software, providing information, technological and other services to Users under this Agreement.
1.1.6. Simple (non-exclusive) license – non-exclusive right of the User to use the Program, while retaining the Rightholder’s right to grant licenses to other persons.
1.2. Terminologies not defined in the terms above may be used in the Agreement. In this case the interpretation of such term shall be in accordance with the text of the Agreement. If there is no unambiguous interpretation of a term in the text of the Agreement, the Parties shall be guided by the interpretation of the term: firstly, as defined at http://instadirect.pro/.
2. The subject matter of the Agreement
2.1. Under the Agreement the Rightholder grants (transfers) to User the right to use the Program on the terms and conditions of simple (non-exclusive) license, and User purchases the right to use the Program on the terms and conditions set forth in the Agreement.
2.2. The Rightholder guarantees that he is the owner of the exclusive rights for the Program, specified in paragraph 2.1. Agreement.
2.3. The term for granting the right to use the Program is set for the duration of the exclusive rights to the Program.
2.4. The usage of Program by User is not limited by territory.
2.5. The Program is provided to User under this Agreement for temporary use and accordingly is not a commodity.
2.6. Any information to which the User gains access through the Program or through the use of the Services of the Rightholder (the “Content”) provided to the User, including but not limited to advertising information, may be the result of intellectual activity, the rights to which belong to their owners.
3. Order of contract conclusion.
3.1. Acceptance of the Agreement is the payment of the invoice for the license fee, issued by the Licensor, made by the User.
3.2. Performing the acceptance of the Agreement in the manner prescribed in par. 3.1. The Licensor guarantees that he reads, agrees and fully and unconditionally accepts all the terms and conditions of the Agreement.
3.3. The Agreement may be accepted by the User solely as a whole (clause 1, art. 428 of the Civil Code of the Russian Federation).
3.4. The User hereby confirms that the acceptance of the Agreement is tantamount to concluding the Agreement on the terms set forth in the Agreement.
3.5. The Offer shall come into force from the moment of its posting in the Internet at http://instadirect.pro/dogovor.и until the offer is withdrawn.
3.6. This Agreement shall be posted in writing on the Website. If necessary, any person on his request may be provided an opportunity to read the hardcopy version of this Agreement in the office of the Licensor.
4. Rights and obligations of the Parties.
4.1. The Licensor is obliged:
4.1.1. Refrain from any actions that may prevent User from using the Program within the limits of the Agreement.
4.1.2. Provide information about the program via chat-bot located in lower right corner of the page at http://instadirect.pro/. The up-to-date e-mail addresses can be found on the official internet website at http://instadirect.pro/.
4.1.3. To provide information about updates of the current version of the Program or the database released during the term of the Agreement.
4.1.4. Advise the User on all matters relating to the program. The complexity of the issue, the amount and timing of the consultation is determined in each specific case by the Licensor itself.
4.2. The User undertakes to:
4.2.1. Use the Program only within the rights and in the manner provided in the Agreement.
4.2.2. Pay for the Agreement in accordance with the terms and conditions of this Agreement.
4.2.3. To adhere strictly to and not to break the Agreement terms and conditions, and ensure confidentiality of the commercial and technical information, received during the cooperation with the Licensor.
4.2.4. Refrain from copying in any form, and also from modifying, supplementing, distributing (including public demonstration of the Program (or any part of it), and also refrain from creating on its basis derivative objects without prior written consent of the Licensor. All the exclusive rights for the Program are inalienable and remain with the Titleholder in full.
4.2.5. Not to use any devices or computer programs to interfere or attempt to interfere with the normal operation of the Website.
4.2.6. Immediately inform the Licensor of all known facts of illegal use of the Program by the third parties.
4.2.7. In case of loss and/or disclosure of the User’s password for access to the Program (Account), the User shall bear the risk of possible unfavorable consequences for itself.
4.2.8. The User shall not use the Program and/or the Service to download, store and/or distribute any Content created by the User that violates the RF legislation or the rights and legitimate interests of third parties or that contains viruses or other harmful code. The User will be solely responsible to third parties for its actions related to the placement and (or) storage of the Content created by the User in the Program. The User will independently and at their own expense settle all claims from third parties related to the placement and/or storage of Content created by the User in the Program.
4.2.9. The User shall assume full responsibility for:
a) compliance with all requirements of the legislation of the Russian Federation, including advertising law and legislation on intellectual property, including copyright and related rights protection;
b) reliability of the information they gave when registering as a User.
4.2.10. The User acknowledges that the Program provided by the User is not a product and may not be returned, including on grounds specified in the laws of consumer protection.
4.2.11. The User warrants that it has all rights and powers to enter into this Agreement.
4.2.12. The User voluntarily accepts the terms of this Agreement fully and unconditionally, and in doing so it has fully read this Agreement, fully understands the subject matter of this Agreement and its terms, fully understands the meaning and consequences of its actions in relation to the Acceptance of this Offer and provision of the Services in accordance with the Agreement.
4.2.13. Performs other obligations stipulated by this Agreement.
4.3. The Licensor has the right:
4.3.1. To suspend or terminate the User’s registration and access to the Program, if the Licensor reasonably believes that the User is engaging in illegal activities.
4.3.2. To summarise and analyse the data received about the usage of the Program and the specific actions of the User on the terms of confidentiality and anonymity for statistical and marketing purposes. The Licensor shall not have the right to specify any statistical or marketing data obtained as a result of such aggregation and analysis, or any other information that could allow the User to be connected with any particular User.
4.3.3. To demand payment of remuneration in the manner and on the terms stipulated in the Agreement.
4.3.4. In case of violation of terms (methods) of use of the rights for the Program by the User under the Agreement, deprive the User of the right to use the Program. Violation of the rules of copyright protection may result in civil and criminal responsibility in accordance with the legislation of the Russian Federation.
4.3.5. To terminate the Agreement and deny the User the rights to use the Program in case of violation of the payment terms by the User, or for other reasons provided by the Agreement.
4.3.6. To unilaterally amend the Agreement by issuing new versions of the Agreement. The terms specified in this clause shall be considered modified from the date of publication of these modifications on the website http://instadirect.pro/.
4.3.7. The Rights Holder has the right to block access to the User’s Account in cases where
a) if the authentication and/or authorisation of the User has not been carried out or the Rightholder has reasons to believe that the authentication and/or authorisation of the User has been carried out with violations;
b) if the Right Holder has technical defects;
c) if the payment for the access to the Program has not been received from the User and (or) the payment has not been made on time. The resumption of access to the Program and the unblocking of access to the Account shall only be possible after the User’s debt to the Rights Holder has been paid in full.
4.3.8. Use the services of third parties to perform its obligations under this Agreement.
4.3.9. Set limits on the User’s use of the Program.
4.3.10. To refuse granting to any User the right to use the Program, if User’s rights to use the Program (services provided by Contractor) are not certified.
4.4 The User is entitled:
4.4.1 Upon receipt of the Program, in accordance with the terms of the Agreement, to use the Program to the extent and in the manner set forth in the Agreement.
4.4.2. Use the Program, excluding any cases of selling, renting or transferring the Program to third parties, which is possible only after signing the respective written agreements with the Rightholder.
5. Granting of usage rights
5.1. The User is granted a simple (non-exclusive) license to use the Program to the extent and manner set forth in the Agreement.
5.2. The term of the granting of the right to use the Program is set for the duration of the exclusive rights to the Program.
5.3. The Rightholder hereby grants the User the right to use the Program on the terms of a simple (non-exclusive) license in accordance with art.1270 of the Civil Code of Russian Federation.
5.4. The Rightholder reserves the right to use the Program to the extent that the right of use is granted to the User.
5.5. In accordance with the Agreement, the Rightholder transferred to the User and the User accepts the rights to use the Program at the moment of the conclusion of the Agreement, in the amount specified in the Agreement.
5.6. The Licensor takes all efforts to provide uninterrupted work and to give the User the right to use the Program for 24 hours a day, 7 days a week. However, the granting of the right to use the program is performed by using communication channels, telecommunication Internet network, equipment, software and services, works, goods of the third parties, the availability (operability, etc.) of which cannot be guaranteed by the Licensor. Therefore the Licensor shall not be responsible to the User and third persons for any delays, interruptions and losses, which were not due to the fault of the Licensor.
5.7. The Licensor has the right to engage third parties, including subsidiaries and affiliated legal entities, to provide the right to use the program to the User. The User agrees that third parties, as well as subsidiaries and affiliated legal entities of the Contractor are entitled to provide all Services to the User within the frames of this Agreement, including on behalf of the Contractor.
5.8. In order to access the Program, the User may be asked to provide information about him/herself (for example, contact details) during the registration or authorisation process, which is necessary for the Executor to qualitatively provide the Services according to the realisation of this Agreement. The data transmitted by the Contractor during the registration process will be used solely for the fulfilment of its obligations under this Agreement.
5.9. The Licensor shall provide technical and information support for all the Users via the feedback form on the website of the Licensor http://instadirect.pro/.
6. Amount of remuneration
6.1. The fees for granting the right to use the program set and determine the amount and price for using the program. The fees are available in the User’s Account. The fees are stated in roubles and include all taxes.
6.2. The Licensor has the right to change the fees at any time and unilaterally. These conditions take effect from the moment of their placement, in the way specified in the offer.
6.3. The User’s continuing to receive Services and/or use the Program after the Tariffs have been changed means User’s full and unconditional acceptance of the new conditions – the Tariffs for granting the right to use the Program, and this Agreement continues with the said changes from the date of introduction of the changes.
6.4 If the User does not agree with the changes in the Tariffs then he must notify the Rights Holder in writing. In case the Licensor receives a notice from the User about disagreement with the new Tariffs, the Agreement is terminated in 30 (thirty) days from the moment the Licensor receives the notice from the User about refusal to accept the changes in the Tariffs, and until that moment the Services are provided according to the Tariffs stipulated in the current Agreement. In case the Contractor has not received the notification from the User about the refusal to accept the changes of the Tariffs within the specified period of time the Tariffs are considered to be accepted by the User and the Agreement is valid with the new conditions.
6.5 User shall pay for the use of the Program by paying 100% (one hundred percent) of the amount specified in the Price List in advance. The cost of the right to use the programo is set in the Price List and is deducted from the User’s account on a prepaid basis. User independently monitors the balance on the Personal Account and tops up the account. The method of payment is chosen by the User from the list of options proposed on the Service website.
6.6. Payment option under the Agreement: transfer by the User of funds in the currency of the Russian Federation (roubles) to the bank account of the Licensor. In this case the obligations of the User regarding the payment under the Agreement shall be considered fulfilled from the day the money is transferred to the bank account of the Licensor.
7. Personal Data
7.1. To perform the conditions of this Agreement the User agrees to provide and gives their consent to the processing of their personal data in accordance with the Federal Act of 27.07.2006 No. 152 – FL “On Personal Data”, on conditions and for the purposes of improper performance of the Agreement. Personal data is understood to be personal information, which the User provides about himself/herself in order to perform the acceptance.
7.2. The Licensor guarantees confidentiality in relation to personal data of the User, and provides access to personal data only to those employees, who need this information to fulfil conditions of the Agreement, ensuring observance of confidentiality of personal data and security of personal data during their processing by the specified persons.
7.3. The information (personal data) obtained by the Rights Holder shall not be disclosed, except for the cases when its disclosure is mandatory under the legislation of the Russian Federation, or necessary for the operation of the Website and its functions.
8. Consent to personal data processing
8.1. Processing of the User’s (subject of personal data) personal data means actions (operations) by the Rights Holder with personal data, including collection, systematization, accumulation, storage, clarification (update, change), use, distribution (including transfer), depersonalization, blocking, destruction of personal data, and other possible and (or) necessary actions with the User’s data.
8.2. This Consent to the processing of personal data shall be valid for the duration of the Agreement and for at least five years from the date of termination of the Agreement.
8.3. By entering into this Agreement in this form, the Parties shall deem to have the User’s consent, executed in a simple written form, to the processing of the following personal data: name, surname, patronymic, e-mail address, telephone number.
8.4. In order to execute this Agreement the User gives the Right Holder the right to perform the following actions (operations) with personal data: collection and accumulation; storage for the duration of the Agreement and not less than the retention periods specified in the regulatory documents, but not less than five years from the date of termination of the Agreement; clarification (update, change); use; destruction; depersonalisation; transfer, including cross-border to third parties.
9. Responsibility of the Parties
9.1. Parties are responsible for non-fulfillment or improper fulfillment of their obligations under this Agreement according to the Agreement and the legislation of Russia.
9.2. The Licensor does not take responsibility for the correspondence of the Program to the purposes of its usage.
9.3. The Licensor does not bear the responsibility for the technical malfunction of the hardware and software. At the same time the Licensor is obligated to take all reasonable measures to prevent such interruptions.
9.4. The Licensor is not responsible for any actions of the User related to the use of the granted rights to use the Program, for any damages suffered by the User due to the loss and/or disclosure of their data or in the process of using the Program.
9.5. The Owner of the Rights shall not be responsible and shall not pay for the losses of the User caused by errors and/or faults in using the Program, which occurred as a result of illegal actions of the User, its employees, or third parties.
9.6. If any third party files a claim against the Titleholder in connection with any breach of this Agreement by the User, or any breach of any applicable law, or violation of any third party rights (including intellectual property rights) by the User, the User shall compensate the Titleholder for all costs and losses, including payment of any compensation and other expenses in connection with such a claim.
10. Grounds and Procedure for Amendment and Termination
10.1. Rightholder has the right to change conditions of Agreement at any time unilaterally (out of court). The changes in the Agreement conditions shall come into force from the moment of their placement in the way specified for placement of the offer.
10.2. The Agreement may be terminated by agreement of the Parties and unilaterally at the written request of either Party on the grounds provided by the Agreement and the law.
10.3 The Agreement may be unilaterally terminated at any time at the written request of either Party within three working days of receipt of such request by the Party. A notice of unilateral withdrawal from the Agreement shall be given in writing.
10.4 Upon termination of the Agreement all rights to use the Program shall lapse. The User shall immediately cease all use of the Program and immediately delete the Program from all media and destroy all copies of the Program available to the User.
11. Termination of the right to use the program
11.1. The User agrees that the Licensor may, at its discretion, terminate (cancel, suspend) all or part of the Service and remove any materials (the Content created by the User, the Program Data, etc.) from the User Account, if in the opinion of the Licensor the User has violated this Agreement or the applicable law, or if the User has accessed any part of the Service without authorization. The Licensor reserves the right to verify the veracity of any information received, which states that any account is used to commit fraudulent or illegal actions, or has been used in any way that violates this Agreement. Such verification may include logging into the User’s account and/or reviewing any data or information contained within it.
11.2. Termination of the right to use the program described above may be effected with or without notice and will be effective immediately. The User agrees that the User shall not be liable to the User or any other third party for such termination of the granting of the usage rights and shall not be obligated to return any unused funds to the User.
11.3. The Owner of the Rights has the right to block the access to the User’s Account and to unilaterally terminate this Agreement in case of any claims from the social media.
12. Settlement of disputes arising from the Agreement
12.1. The claim procedure for pre-trial settlement of disputes from the Agreement shall be binding to the Parties. The claim shall be submitted in writing with documents substantiating the claim.
12.2. Letters of claim may be sent by the Parties by post, e-mail, messengers, etc.
12.3. The time period for consideration of a letter of claim is 10 calendar days from the date of receipt of the letter by the addressee.
12.4. Disputes from the Agreement shall be resolved by court at the location of the Right Holder.
12.5. The Parties agree to admit data received in electronic document flow specified in the Agreement, information in electronic form and (or) on paper, as evidence for resolution of disputes and disagreements, including resolution of financial claims to the Contractor related to provision of the Services, upon presentation of appropriate financial documents by the User to confirm payment for the Services by the User.
13. Force majeure
13.1. The Parties shall not be held liable for failure to perform their obligations under the Agreement in full or in part if the failure to perform the obligations was caused by a force majeure, namely: fire, flood, earthquake, strike, war, pandemic, actions of public authorities or other circumstances beyond the control of the Parties.
13.2. The Party which cannot fulfil the circumstances under this Agreement shall inform the other Party in writing in due time, but not later than within 20 working days after the occurrence of force majeure circumstances, providing substantiating documents issued by competent authorities.
13.3. If the User fails to send or is late in sending the notice specified in Section 13.2 of the Agreement, the User must compensate the Licensor for the losses incurred by the Licensor.
13.4. In case the circumstances specified in the first paragraph of the Section will last for more than sixty (60) calendar days, the Licensor has the right to unilaterally extrajudicially terminate the Agreement, and the Parties shall settle the financial obligations arising in the performance of the Agreement.
13.5 In cases of occurrence of circumstances specified in clause 13.1 of the Agreement, the term of fulfilment of the obligations of the Party under this Agreement shall be postponed in proportion to the time during which these circumstances and their consequences are effective.
13.3. The Parties acknowledge that the insolvency of the Parties is not a force majeure circumstance.
14. Other terms and conditions
14.1. All the documents referred to in this Agreement and the documents drawn up in connection with its execution shall form an integral part of the Agreement.
14.2. If any provision of this Agreement becomes invalid, the validity of the remaining provisions thereof shall not be affected.
14.3. The failure of any party to perform one of its obligations under this Agreement shall not constitute a waiver of the other obligations and rights under this Agreement.
14.4. The basic language of this Agreement is Russian. Any translation of the Agreement from Russian is provided for convenience of reference only. In the event of any conflict between the Agreement in Russian and a translation thereof, the Russian version of the Agreement shall prevail.
14.5. This Agreement is a binding legal agreement between the Licensor and the User regulating the use of the Services and completely replaces any previous agreements between the Contractor and the User regarding the Services.