Sublicense rocketdata terms and conditions
This Terms and Conditions («Terms and Conditions») is a public offer of 2GIS Advertising- a company having its registered office at Empire Heigths, Tower A, office 1601, PO BOX 126355, hereinafter referred as 2GIS, and contains all the essential terms of the provision of services.
Agreement Definitions “Sublicensee”, “You” and “your” refers to the individual or other legal entity that has executed this Terms and Conditions and ordered Sublicense from 2GIS Advertising. Entering into this Terms and Conditions, on behalf of an individual or other legal, you represent that you have the authority to bind such entity to this Terms and Conditions. If you do not have such authority, or if you do not agree with this Terms and Conditions you may not use the Sublicense and should refuse to conclude it.
1. DEFINITIONS
1. In this Terms and Conditions (unless the context otherwise requires), the following words and phrases shall have the following meaning:
1.1. The Right Holder websites – information assets posted on Internet in the rocketdata.io domain, subdomains of the next levels and other domains owned by the Right Holder.
1.2. Partner sites – information assets owned by third parties on which the information about the Sublicensee, receiving updated information from Sublicensee, its representatives and/or third parties. The list of partner sites is located at https://rocketdata.ru/partners.
1.3. ROCKETDATA software, Object – the Right Holder 's software allowing for upon initiative, instruction and will of the Sublicensee and through the Right Holder 's website functionality verifying the relevance of information about the Sublicensee in Internet posted on the Partner sites, transmitting the updated information to the Partner sites, collecting the information for the Sublicensee related to the reports on the work thereof and questions of users posted on the Partner sites and mailing the replies of the Sublicensee to these reports and questions to the Partner sites. The Sublicensee shall understand and agree that a final decision regarding the publication of the information and replies to the reports are to be made by the Partner sites, and in this case the Right Holder may not guarantee that the data on the Sublicensee will be accepted by the Partner site owners and that the Partner sites will accept and publish replies to the reports, and it shall not be liable for the content of the reports. Approval and publication of the content reposted on the Partner sites shall depend on recommendations of these sites on the data quality and verification stages which may be required.
1.4. Account – a Sublicensee account being identified by the data specified thereby when registering and being entered by the Sublicensee or emerging in the process of using the Object.
1.5. Email – for the Licensee: any [email protected]; for the Sublicensee: address specified during the Account registration.
1.6. Rate Schedule – the size of the License Fee corresponding to a certain amount of functionality of the ROCKETDATA Software, to which the rate established by the Licensee corresponds. The Rate shall be set by the Licensee in Price Lists and be paid by the Sublicensee for posting the information about each location (registration point) of the Sublicensee by which is meant permanence of the following information “name + address”.
1.7. The Right Holder — LLC “Data Delivery” UNP 192980243, holding the exclusive rights to ROCKETDATA software and granted to Licensee simple (non-exclusive) license to use the ROCKETDATA software.
1.8. Notice - notice sent by Licensee to the Sublicensee with information on activation of rights to use the Object.
1.9. Location (registration point) - the place where the Sublicensee organizes the provision of services/sale of goods/performance of works for customers.
APPLICATION
The Sublicensee agrees that this Terms and Conditions shall govern and be incorporated into the Contract, and prevail over any terms or conditions (whether or not inconsistent with these Conditions) contained or referred to in any correspondence or documentation submitted by the Sublicensee or elsewhere or implied by custom, practice or course of dealing; and
2. SUBJECT MATTER OF THE TERMS AND CONDITIONS
2.1. 2GIS Advertising (hereafter – Licensee) shall grant a non-exclusive license to the Sublicensee to use the ROCKETDATA software (without retaining the right of the Sublicensee to license others) on a worldwide basis within the period of time and scope provided for in the Rate Schedule specified in Invoice, and the Sublicensee shall undertake to pay a license remuneration to the Licensee in accordance with the procedure and under the terms specified by this Terms and Conditions. The Sublicensee shall not transfer the sublicense to anyone.
2.2. The scope of the transferred Non-Exclusive License for the Object (Rate Schedule, term) is indicated in the invoice issued by the Licensee for payment to the Sublicensee.
2.3. The Sublicensee shall undertake to use the Object applying exclusively techniques within the range of functionalities thereof provided for by the Rate Schedule by starting and operating the Object.
2.4. The Right Holder may update the Object and specify parameters of settings of the Object provided thereto on a unilateral basis.
2.5. The right to use the Object shall be granted to the Sublicensee not later than 7 (seven) business days from the date of crediting the non-exclusive license cost payment to the Licensee's settlement account or to the payment system aggregator account and providing all information needed to the Licensee by the Sublicensee to activate the license by mailing a respective notification containing the information about activation of rights to the Object use to the Sublicensee's email address. The Parties came to agreement that the date of performance of obligations by the Licensee to grant the right to the Object use shall be the date of mailing a respective notification containing the information about activation of rights to the Object use to the Sublicensee's email address. In case of malfunctions, the right to the Object use shall be granted immediately after the problem shall have been eliminated. From the time of mailing of the respective notification to the Sublicensee by the Licensee, the non-exclusive license for the Program use shall be deemed transferred by the Licensee and obtained by the User. The non-exclusive license shall not be transferred on a tangible medium.
2.6. Technical support for using the Object over the entire period of validity of the non-exclusive license shall be provided to the Sublicensee. The support shall be provided by e-mail [email protected], and also via requests on the Support Portal.
2.7. The Sublicensee shall grant the right to the Licensee to use names of the Sublicensee, trademarks and/or service marks, emblems and other Sublicensee symbols, a link to the Sublicensee's website for using for promotional (including in the Licensee service advertising) and marketing purposes (including in conducting the Sublicensee marketing campaigns), in public presentations and press releases.
3. RIGHTS AND OBLIGATIONS OF THE PARTIES
3.1. The Licensee shall undertake to:
3.1.1. transfer the Object non-exclusive license to the Sublicensee in the amount and for the time period specified in the Sublicensee-selected Rate Schedule subject to the Terms and Conditions;
3.1.2. exclude any obstacles inhibiting correct Object operation.
3.2. The Sublicensee shall undertake to:
3.2.1. pay Licensee a license fee for the transfer of a non-exclusive license within the framework of the Rate Schedule chosen by the Sublicensee and the period in accordance with the rates in the manner and on the terms defined;
3.2.2. comply with the terms and conditions, mandatory information posted on the Right Holder's websites and also pay the Object non-exclusive license subject to the procedure, amounts and terms specified by this;
3.2.3. ensure security and confidentiality of the commercially significant information received from the Licensee, keep account data (login, password, email address used during the registration) in confidence, which grant the right of access to the Account. Any information mailed to the Licensee using this data or using the Email address shall be considered as information received from an authorized person of the Licensee;
3.2.4. in the event of a change in the details of the Licensee (including contact phones, faxes, email address, postal address, bank details), notify the Licensee within three calendar days. To bear independently the risk of possible adverse consequences associated with not directing messages to the Licensee.
3.3. The Sublicensee may:
3.3.1. request the Licensee to properly meet obligations thereof related to transfer of the Object non-exclusive license;
3.3.2. consult the Licensee regarding the issues arising out of this Terms and Conditions subject to the procedure specified in this Terms and Conditions.
4. AMOUNT OF REMUNERATION AND SETTLEMENT PROCEDURE
4.1. The cost of the non-exclusive license and obligation currency shall be determined in the invoice by the Licensee.
4.2. The Sublicensee shall have to effect payment by way of 100% prepayment within 10 business days from the time of issuance of the invoice by the Licensee.
4.3. Payment currency – US Dollars.
4.4. The license fee is paid by transferring it to the Licensee’s current account. The fact of payment is considered to be credited to the Licensee’s current account. Commission for the transfer of funds to the Licensee’s account is paid at the expense of the Sublicensee.
4.5. The Licensee unilaterally compiles Non-Exclusive License Transfer Certificate for an Object, and the date of the Non-Exclusive License Transfer Certificate corresponds to the date the Licensee fulfills the obligation to grant the right to use the Object
4.6. The Licensee remuneration shall not include VAT or any other taxes and is transferred by the Sublicensee in full, without withholding any taxes, dues or other payments subject to the legislation applicable in the Sublicensee's country. In case, the tax legislation of the Sublicensee's country provides for payment of any taxes and dues to the budget of this country, the Sublicensee shall undertake to effect payments independently at the cost thereof.
4.7. The Sublicensee shall send a notice on repudiation not later than ten calendar days from the date of mailing a respective notification containing the information about activation of rights to the Object use to the Sublicensee's email address. The continuation of the relations under the Agreement shall mean clear agreement of the Sublicensee that the license has been transferred to it in a timely, full and appropriate manner.
4.8. The non-exclusive right to each license shall be granted to the Sublicensee from the moment of receipt of the notification containing the information about activation of rights to the Object use from the Licensee for the whole term of the license, which is specified in the invoice.
4.9. The Parties have agreed that the Rate Schedule is a certain amount of functionality of the ROCKETDATA Software.
The "Profitable" Rate Schedule includes the following list of actions for the Sublicensee:
✓ Correction of incorrect data
✓ Addition of the company in reference books, maps, social networks
✓ Unlimited number for data changing
✓ Protection against changes by the third parties
✓ Tracking of new responses
✓ Answers to responses
✓ Bonus support
✓ Addition in the new connected catalogs
✓ Tracking of questions of users and delivery of answers.
5. LIABILITIES OF THE PARTIES
5.1. The Parties shall irrevocably agree that the maximum extent of damage that may be recovered from the Licensee shall be limited by the amount paid by the Sublicensee for the Object non-exclusive license, the failure to perform or improper performance of which caused damage.
5.2. The Object shall be provided to the Sublicensee "as is" subject to the principles generally accepted in the international practice, does not give any express or implied warranties related to the Object, including such as commercial suitability or fitness for a particular purpose, inconsistency of the results of using the Object to the expectations of the Sublicensee, compatibility with other software products.
5.3. The Sublicensee shall be liable for any material (including any content, be it graphic, text, audio-visual or other multimedia) downloaded or transmitted in any other manner using the Object; the Sublicensee shall be solely liable for any possible violation of rights of third parties, including the intellectual property infringement, dignity harm or damage to goodwill related to the materials downloaded by the Sublicensee using the Object. In case third party claims associated with the content of the posted information are made against the Licensee, the Sublicensee independently and at the cost thereof shall undertake to settle such claims and indemnify the Licensee against losses incurred.
6. NOTIFICATIONS AND NOTICES
6.1. The Parties shall irrevocably agree accept as binding the documents received via email communication channels and also electronic documents, notifications and declarations of intent executed or made via the Object interface.
6.2. The Parties shall irrevocably agree that all correspondence, notifications and notices received from the Sublicensee's email address specified in the Account, and from any Licensee's email address [email protected] shall be deemed as received from the Party and delivered to the addressee in a proper form, provided that a notification of the message receipt is received.
6.3. The Parties shall have to timely check the correspondence delivered to email addresses thereof
6.4. The Parties shall assume all responsibility for the actions of persons having access to communication channels.
7. GOVERNING LAW
7.1. This Terms and Conditions shall be governed by and construed in accordance with the Federal laws of the United Arab Emirates and the laws of the Emirate of Dubai.
8. ARBITRATION
8.1. In the event of any dispute or difference between the parties in relation to or arising from this Terms and Conditions including but not limited to the formation, performance, interpretation, nullification, termination or invalidation of this Terms and Conditions, the matter shall be referred to arbitration.
8.2. Any arbitration shall take place at the Dubai International Arbitration Centre in Dubai. The arbitration shall be conducted in English in Dubai in accordance with the provisions set forth in the Rules of Dubai International Arbitration Centre. The Arbitral Tribunal shall comprise of three arbitrators, one appointed by each of the Parties and a third one, who shall preside the Arbitral Tribunal shall be elected by the party appointed arbitrators. The award of the Arbitral Tribunal shall be written in English with an official translation in Arabic. The award shall be final and binding on the Parties.
8.3. Nothing in this Clause shall prevent either of the Parties from applying to any competent court for injunctive relief to protect their valid interests.
9. NOTICES.
9.1. All notices required or permitted under this Terms and Conditions must be in writing and delivered by hand, fax, electronic mail or nationally recognized overnight courier addressed to CUSTOMER or 2GIS at the addresses, respectively, set forth at the Invoice, or at such other address as either party shall have furnished to the other in writing. All such notices and other written communications shall be effective (1) if sent by internationally reputable courier, three business days after mailing or such shorter period to the extent such courier confirms the earlier receipt by the other party and (2) if sent otherwise, upon delivery.
10. MISCELLANEOUS
10.1. No waiver will be deemed effective unless set forth in writing and signed by the party charged with such waiver, upon the other party’s prior written consent and no waiver of any right arising from any breach will be deemed to be a waiver or authorization of any other breach or of any other right arising under this.
10.2. If any provision of this Terms and Conditions is held to be invalid, illegal, or unenforceable, the remaining provisions hereof shall be unaffected hereby and remain valid and enforceable as if such provision had not been set forth herein. The parties agree to substitute for such provision a valid provision that most closely approximates the intent of such severed provision. The Sublicensee confirms that in the event of termination of liabilities of the Parties arising from this Terms and Conditions, cancellation of the Non-Exclusive License, it will unconditionally recognize that the Licensee has transferred the Non-Exclusive License for the Object in full, and that the Sublicensee loses the right to require the Licensee to return any amounts paid for the rights to use a Non-Exclusive License for the Object, even if the rights to this License have not expired yet.
10.3. The time of conclusion of the Contract shall be the moment of payment enrollment to the Contractor’s account.
10.4. The 2GIS reserves the right to modify, update, add, delete, revise and change this Terms of Conditions at any time. Such changes are effective, and Sublicensee agrees to be bound by such changes, from the date the changes are posted to the Website http://law.2gis.ae/rocketdata.