on the right to use the program « Totop Tool will »
St. Petersburg " 6" October 2016 , the
Popov Alexander Sergeevich , hereinafter referred to as the "Licensor", acting on its own behalf on the one hand, addresses this License Agreement-Offer (hereinafter referred to as the "Agreement") to any person (an indefinite number of persons) who has expressed readiness to conclude a license agreement on granting the right to use the Object intellectual property (hereinafter referred to as the "User").
The User and the Licensor, hereinafter referred to as the "Parties", enter into an agreement to grant the right to use the " ToTop Tool " program in accordance with clause 2 of Art. 437 of the Civil Code of the Russian Federation, which regulates the procedure for the provision of services and the obligations arising in this connection between the Licensor and the User.
1.1. According to this Offer the Licensor undertakes to provide to the user under a simple (non-exclusive) license the right to use the program « Totop Tool will » (hereinafter - the Program), to the extent and in the manner prescribed in this Agreement.
1.2. To use the Program, the User must accept this Agreement, otherwise the User is not entitled to use the Program.
1.3. This Agreement between the User and the Licensor in the form of its conclusion is an Agreement of Accession (Article 428 of the Civil Code of the Russian Federation), the conditions of which are defined below in the text and can be accepted by the User only by acceding to this Agreement as a whole.
1.4. The User understands and agrees that in the provided Program, software, its functions and components, in the form and form of the provision of Services, on the Licensor's website and in all materials, information, conditions, texts, programs, modules and components, interfaces, graphical registration, in everything else that is somehow related to the Program, there will be constant changes, and the Licensor may change the terms of this Agreement at any time .
1.5. Any changes to these terms of the Agreement will be displayed on the web page: https://tttool.ru/blog/post/dogovor, and the use (continued use) of the Program by the User after making such changes means full and unconditional acceptance of the Offer, taking into account the changes made.
In this Offer, the following terms are used in the following meaning:
2.1. Offer - this document "OFFER LICENSE AGREEMENT for the provision of the right to use the program" ToTop Tool "" - an agreement of two or more persons to establish, change or terminate civil rights and obligations.
2.2. Publishing - placing a document in the public domain on the Internet at the address specified in the Offer.
2.3. Acceptance of an offer - the user's performance of any implicit actions in relation to the use of the Program, both provided for by this agreement and not, is a full and unconditional acceptance (acceptance) of all the terms of this Agreement.
2.4. User - any individual, legal entity or individual entrepreneur who has the right to use the services of the Contractor, who is a capable person, including those who have reached the legal age of legal capacity, and if such person is under the legislation of the Russian Federation, the state of which such person is a resident or from whose territory such the person uses the services of the Contractor, it is allowed to use the services provided by the Contractor.
2.5. The Licensor's website is an official information resource (website) located on the Internet at https://tttool.ru/blog/post/dogovor
2.6. Program - a technological separate part of a software package and (or) a software package that provides information, technological and other services to Users, the provision of services in accordance with this Agreement.
3.1. Under this Offer, the Licensor undertakes to grant the User, under a simple (non-exclusive) license, the right to use the ToTop Tool program (hereinafter referred to as the Program), within the limits and in the ways specified in this Agreement.
3.2. The program is provided under this agreement to the User for temporary use, and, accordingly, is not a product.
4.1. Independently decide on the use of the Program.
4.2. The User does not have the right and the User is expressly prohibited from decompiling, disassembling and otherwise studying the source code of the Program.
4.3. User has no right and User expressly prohibited to sell, rent, lease or in temporary use, use in any other way, and a way other than the method of use as specified in this Agreement, Program.
4.4. The User has no right and the User is expressly prohibited from modifying the Program.
4.5. The User has no right and the User is expressly prohibited from transferring the Username and (or) Password from the User's account to third parties.
5.1. The user is obliged to pay in full and in a timely manner in accordance with the terms of the contract.
5.2. In case of loss and (or) disclosure by the User of his password for access to the provided Program (Account), the User independently bears the risk of possible adverse consequences for him.
5.3. The User undertakes not to use the Program and (or) the Contractor's Services to download, store and (or) distribute any Content created by the User that violates the laws of the Russian Federation or the rights and legitimate interests of third parties, or contains viruses or other malicious code. The User is solely responsible to third parties for his actions related to the placement and (or) storage of the Content created by the User in the Program. The User independently and at his own expense undertakes to settle all claims of third parties related to the placement and (or) storage of Content created by the User in the Program.
5.4. The user is obliged to bear full responsibility for:
a) compliance with all requirements of the legislation of the Russian Federation, including legislation on advertising and legislation on intellectual property, including legislation on the protection of copyright and related rights;
b) the accuracy of the information specified by him during registration as a User.
5.5. The User understands that the provided Program is not a product and cannot be returned, including on the grounds provided for by consumer protection legislation.
6.1. By agreeing to the terms of this Agreement and accepting the terms of this Agreement, the User hereby guarantees that:
a) All information provided by the User to the Contractor for online registration in the Program is correct and valid;
b) the User has all the rights and powers to conclude this Agreement and to perform the actions provided for by it;
c) The User complies and will comply with all applicable laws, statutes, orders and regulations and all relevant laws on privacy and data security when performing the actions specified in this Agreement;
d) The user voluntarily accepts the terms of this agreement in full and unconditionally, and at the same time he is fully acquainted with this agreement, fully understands the subject of this agreement and its terms, fully understands the meaning and consequences of his actions in relation to the Acceptance of this offer and the provision of Services in accordance with agreement.
e) By entering into this agreement, as well as by registering on the Licensor's website, the User provides the Licensor with consent to the processing of the User's personal data.
7.1. The Licensor has the right to block access to the User's Account in the following cases:
a) if authentication and (or) authorization of the User has not been carried out, or the Licensor has reason to believe that the authentication and (or) authorization of the User was carried out with violations;
b) if the Licensor has technical problems ;
c) if the User has not received payment for the access provided to the use of the Program and (or) in case of late payment. Renewal of access to the Program and unblocking of access to the Account is possible only after full repayment of the User's debt to the Licensor;
d) if the actions of the User violate this agreement;
7.2. To make changes to this agreement in cases where, according to its terms, the Licensor has the right to make changes unilaterally.
7.3. Make changes to the Tariffs for using the Program and to the cost of services provided at any time and solely at its sole discretion. The conditions specified in this clause are considered amended from the date of publication of these changes on the website https://tttool.ru/blog/post/dogovor.
7.3. Withhold the remuneration for using the program in the amount, in the manner and within the terms provided for by agreements with Operators, Agents, Subagents and this Agreement.
7.4. Use the services of third parties to fulfill their obligations under this Agreement, while bearing responsibility to the User who uses such services in full and in accordance with this Agreement.
7.5. Establish limits on the use of the Program by the User .
7.6. Refuse any User to grant the right to use the program if the User's rights to use the Program (services provided by the Contractor) are not certified.
7.7. The Licensor has the right to terminate the Agreement with the User unilaterally, with the simultaneous sending of a written and (or) electronic notification, if the User violates the terms of this Agreement. The moment of termination of the agreement is the date of sending the corresponding notification to the User.
8.1. Provide the user with the opportunity to register online.
8.2. Grant the User the right to use the program from the date of receipt of the representative payment.
8.3. Provide the User with technical and informational support.
8.4. Provide the user with consulting support.
9.1. The licensor has the right to provide the User with a trial (unpaid) period for testing the program, equal to a period of 7 (seven) calendar days.
9.2. To obtain trial access, the Account parameters must meet the requirements and conditions for granting trial access specified in the Tariffs. Trial access includes limited functionality of the Program. All restrictions for trial access and Tariffs are described on the Licensor's website and are subject to change without prior notice to the User.
10.1. The Licensor makes every effort to ensure uninterrupted operation and to grant the right to use the program to the User 24 hours a day, 7 days a week. Nevertheless, the granting of the right to use the program is carried out using communication channels, the telecommunications network "Internet", equipment, software and services, works, goods of third parties, the availability (operability, etc.) of which the Licensor cannot guarantee . Therefore, the Licensor is not liable to the User and third parties for any delays, interruptions and losses arising through no fault of the Licensor.
11.1. The Licensor provides technical and information support for all Users through the feedback form on the Licensor's website http://support.TikTokTool.ru/
12.1. The licensor has the right to involve third parties, including subsidiaries and affiliated legal entities, to provide the right to use the program to Users. The User agrees that third parties, as well as subsidiaries and legal entities affiliated with the Contractor, have the right to provide the User with all Services under this Agreement, including on behalf of the Contractor.
13.1. To access the Program, the User may be asked to provide information about himself (for example, contact information) during the registration or authorization process, which is necessary for the Contractor to provide high-quality services under this Agreement. The data transmitted by the Contractor during the registration process will be used solely to fulfill his obligations under this Agreement.
14.1. The Licensor respects the privacy of its Users. Any information provided by the User is stored on the Licensor's servers , is not disclosed and is not transferred to third parties, except at the request of official bodies in accordance with the law.
15.1. The processing of personal data of the User (subject of personal data) means the actions (operations) of the Licensor 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.
15.2. This Consent to the processing of personal data is valid during the term of the Agreement and at least five years from the date of termination of the Agreement.
15.3. The conclusion of this Agreement in this form is recognized by the Parties as the User's consent, executed in simple written form, to the processing of the following personal data: last name, first name, patronymic, email address, telephone number.
15.4. The User, in order to execute this Agreement, grants the Licensor the right to carry out the following actions (operations) with personal data: collection and accumulation; storage during the term of the Agreement and not less than the reporting storage periods established by regulatory documents, but not less than five years from the date of termination of the Agreement; clarification (update, change); using; destruction; depersonalization; transfer, incl. cross-border, to third parties.
16.1. Any information to which the User gains access by means of the Program or through the use of the Licensor's Services (hereinafter referred to as the "Content") provided to the User, including but not limited to information of an advertising nature, may be the result of intellectual activity, the rights to which belong to its owners.
17.1. The User agrees that the Licensor, at its discretion, may terminate (cancel, suspend) all or part of the Services and remove any materials (Content created by the User, Program data, etc.) from the User's Account if, in the opinion of the Licensor, the User has violated this Agreement or existing legislation, commits any fraudulent or illegal actions, as well as if the User has connected to any part of the Services without authorization. The licensor reserves the right to verify the accuracy of any information received that states that any account is being used to commit fraudulent or illegal activities, or has been used in any way that violates this Agreement. Such verification may include logging into the User's account and / or viewing any data or information contained therein.
17.2. The termination of the right to use the program described above can be done with or without notice and will take effect immediately. The User agrees that the Licensor is not liable to the User or other third party for such termination of the right to use the program and is not obliged to return unused funds to the User.
17.3. The Licensor has the right to block access to the User's Account, as well as to unilaterally terminate this agreement in case of receiving the relevant requirements from social networks.
18.1. Tariffs for granting the right to use the program establish and determine the volume and cost for using the program. Information about tariffs is posted on the page https://TTTool.ru/user/pay The cost is indicated in rubles, including all taxes.
18.2. The licensor has the right to unilaterally revise prices (tariffs) and introduce new tariff plans and (or) establish a fee for newly introduced or existing services. New tariffs come into effect from the date of publication on the website https://TTTool.ru , and apply to all Users, including those using the program.
18.3. If the User continues to receive the Services and (or) use the Program after making changes to the Tariffs, the User fully and unconditionally accepts the new terms and conditions - the Tariffs for granting the right to use the program, and this Agreement continues to operate, taking into account these changes, from the date the changes were introduced .
18.4. If the User disagrees with the changes in the Tariffs, the User is obliged to notify the Licensor in writing . In the event that the Licensor receives a notification from the User about disagreement with the new Tariffs, the Agreement terminates 30 (thirty) days after the Licensor receives a notification from the User about the refusal to accept changes in the Tariffs, and until that moment the Services are provided at the Tariffs stipulated in the current Agreement. If the Contractor does not receive a notification from the User about disagreement with the changes in the Tariffs within the established period, the Tariffs are considered accepted by the User, and the Agreement is valid subject to the new conditions.
18.5. Payment for the use of the program is made by the User as a prepayment in the amount of 100% (one hundred percent) of the amount specified in the tariffs. The cost of the right to use the program is determined by the Tariffs and is debited from the User's personal account on a prepayment basis. The User independently controls the balance of funds on the Personal Account and carries out its replenishment. The method of replenishing a personal account is determined by the User independently from the number of options offered on the Service website.
18.6. For legal entities, the Licensor provides the opportunity to receive, upon request, a unilateral Certificate of Completion of Works (Provision of Services) for the amount of the actual withdrawal of funds from the personal account for the past reporting period in electronic form upon request through technical support located at support.TikTokTool.ru.
The Act is sent to the Customer in electronic form through the electronic document management system with the use of an enhanced qualified electronic signature of the Licensor, which does not require subsequent sending to the Customer's address of the original Act in paper form.
In the event that the User intends to receive a Certificate of Completion of Works (Provision of Services) for the amount of actual write-off of funds from the personal account for the past reporting period on paper - the User is obliged to write a corresponding request to the Licensor, and the Licensor, at the appropriate request of the User, is obliged to issue an invoice after receipt of funds to the Licensor, send to the User according to the details specified by the User, the original of the Certificate of Completion of Works (Provision of Services) on paper. The cost of this service is 2,000 (two thousand) rubles 00 kopecks for each requested document and is paid by the User on a prepayment basis.
18.7. If the User does not have any claims regarding the volume, quality, composition and price of the Licensor's Services , within five working days after the end of the estimated period for the provision of services, the Licensor's obligations to provide the Services are deemed to have been duly fulfilled, and the Service Acceptance Certificate signed. The end of the settlement period for the provision of services is the last working day of the month in which these Services were provided.
18.8. In case of termination of the Agreement, the balance of funds on the User's personal account will not be returned.
18.9. The user is solely responsible for the correctness of the payments made by him. When changing the bank details of the Licensor, since the publication of new details on the public, official website of the Licensor.
The user is solely responsible for payments made using outdated details.
18.10 The fact of payment for using the program is considered confirmed, services paid, and the User's personal account is open (replenished):
a) when paying through a bank - after receipt of information from the bank about the crediting of funds to the Licensor's current account ;
b) when paying by credit cards - within 1 (one) business day after receiving confirmation of debiting funds from the card from the bank servicing the Licensor ;
c) through other payment methods available in the personal account of the site http://TTTool.ru/user/pay.
18.11. The right to use the program is provided provided there is a positive balance on the User's personal account.
18.12. When paying through a bank, the User is obliged to indicate in the payment document the name of his account specified during registration in the Program. The licensor has the right not to provide services if the account name is not indicated in the payment document by the User until the payment document is brought into compliance.
19.1. The User acknowledges and agrees that the Licensor is not associated with the goods (services) of any third parties that he may choose to work and (or) manage in conjunction with the Licensor's Program and does not bear any responsibility for them.
19.2. The licensor makes no representations about the quality, accuracy, reliability, completeness and legality of any third party goods (services). The Licensor also does not guarantee the truthfulness and accuracy of the descriptions of any ad units, bundles, content, advice, opinions, suggestions, statements, data and other information about any goods (services) of third parties ("Unrecognized Content") that are displayed or distributed through the Program.
20.1. Disputes arising from the execution of the contract are resolved in a claim procedure. The claim is submitted in writing with the attachment of documents substantiating the requirements, within a period not exceeding 20 (twenty) calendar days from the moment the cause of the dispute arises. The received claim is considered by the Licensor within 20 (twenty) business days.
20.2. The parties will make every effort to reach agreement on disputable issues through negotiations. If it is impossible to reach agreement in the negotiations, the disputes that have arisen are subject to consideration at the location of the defendant in compliance with the claim procedure for resolving disputes.
20.3. For all other issues not provided for in the Agreement, the Parties are guided by the current legislation of the Russian Federation.
20.4. The Parties agree to recognize the data received in the electronic document flow established by the Agreement, information in electronic form and (or) on paper, as evidence for the resolution of disputes and disagreements, including when resolving disputes, consideration of financial claims against the Contractor related to the provision of the Services , is carried out upon presentation by the User of the relevant financial documents confirming payment for the Services by the User.
21.1. The Party is released from liability for partial or complete failure to fulfill its obligations under the contract if this failure was the result of force majeure circumstances that arose after the conclusion of the contract as a result of extraordinary circumstances that the Party could neither foresee nor prevent by reasonable measures. Such circumstances include: telecommunication failures of a general nature, floods, fires, earthquakes and other natural phenomena, as well as war, hostilities, acts or actions of state bodies and others.
21.2. Upon the occurrence of the circumstances specified in the first paragraph of the section, the party whose obligations they interfere with must notify the other party in writing no later than 5 (Five) business days. The notice must contain data on the nature of the circumstances, which must be confirmed by a competent state or other organization, as well as, if possible, an assessment of their impact on the party's ability to fulfill obligations under the contract and the deadline for fulfilling obligations.
21.3. If the circumstances specified in the first paragraph of the section last more than 60 (Sixty) calendar days, the Licensor has the right to terminate the agreement unilaterally out of court, while the Parties must make mutual settlements for financial obligations arising during the execution of the agreement.
21.4. If the User does not send or does not timely send the notice provided for in the second paragraph of this chapter of the agreement, then the User is obliged to reimburse the Licensor for the losses incurred by him.
21.5. In the event of the occurrence of the circumstances provided for in the first paragraph of this chapter of the agreement, the term for the party to fulfill its obligations under this agreement is postponed in proportion to the time during which these circumstances and their consequences are in effect.
22.1. The agreement is considered concluded and becomes legal from the moment the User performs the actions (acceptance) provided for in the Offer and signifies the User's unconditional consent to the terms of the agreement and adherence to all the terms of the Offer without any changes, exceptions or restrictions. If the User does not fully accept the terms of the Offer, then the User's use of the Licensor's Program , as well as any Services provided by the Licensor, is not allowed.
22.2. The conclusion of this agreement is carried out by joining the terms of this agreement (offer) in accordance with Art. 428 of the Civil Code of the Russian Federation and acceptance of acceptance in accordance with Art. 438 of the Civil Code of the Russian Federation.
22.3. In accordance with Article 438 of the Civil Code of the Russian Federation, the unconditional acceptance (acceptance) of the terms of this public offer is considered:
a) the User makes any payment to pay for the Licensor's services ;
b) acceptance of its terms by accepting the option "Accept" and (or) "Agree" or similar on the screen of a portable device, personal computer or any other device that displays the text of this Agreement;
22.4. This Agreement is valid indefinitely until it is terminated on the initiative of any Party, as described in the terms of this Agreement.
22.5. The Licensor has the right to make changes to this Agreement. In this case, the Licensor provides access to the new version of the Agreement.
22.5. By using the Licensor's Software , any of its services, functions or component parts after the date on which the relevant amendments to the Agreement are made, the User automatically accepts the terms of the amended Agreement.
22.6. The User has the right to unilaterally terminate the Agreement at any time by closing all his accounts and notifying the Licensor of the termination of the Agreement in the manner provided for the corresponding service. In all cases, the User is required to notify the Licensor in writing of the termination of this Agreement.
22.6. The licensor, for its part, has the right to unilaterally terminate this agreement if:
a) the User has violated any provision of this Agreement, or has taken actions that demonstrate unwillingness to comply with the terms of the Agreement;
b) The Licensor cannot provide or is obliged to stop providing services to the User in accordance with the legislation and regulations and (or) for any other reason;
c) The licensor does not have the technical or organizational ability to continue providing services;
d) The Licensor stops providing services in the territory of the state of which the User is a resident, or from the territory of which the User accesses the Program;
In case of termination of the Agreement, the Parties retain all rights and obligations not limited by the term of the Agreement.
22.7. The Agreement will be deemed terminated within 10 (ten) business days after the Licensor receives a written notice from the User.
23.1. Any content, including databases, information materials, data on infrastructure and interfaces and other information of various kinds and formats of presentation, posted and available in the Program or associated with it, may be the result of intellectual activity or an object of industrial property and be protected by copyright laws. right.
23.2. Any content is intended solely for personal, non-commercial use, unless otherwise provided by a separate agreement with the Licensor and (or) the owner of exclusive rights to such content. At the same time, any copying, reproduction, processing, distribution, leasing or on loan terms, posting in free access (publication) on the Internet, any use of content in the media without the prior written permission of the owner of exclusive rights to the content and (or) The Contractor and without reference to him is prohibited, except for the cases expressly provided for in this Agreement.
23.3. The Licensor owns the exclusive rights in relation to the Program, while some components of the source code, technology, content and other data used by the Contractor may be licensed by the Contractor by third-party licensors.
The user has no right to use any trademarks, trademarks and service marks, trade names or other industrial property of the Licensor.
24.1. The Licensor transfers to the User a non-exclusive, non-transferable right to use the software to the Licensor - the Program and databases included and used to provide the Services, only to ensure the use of the Services by the User, without restricting the territory.
24.2. The Licensor has the right to update the Program. Updates may be provided as separate files, packages for automatic installation, as well as in the form of automatically downloaded and installed from the Internet and installed modules of the Program and (or) automatically made changes to the Program. Updates may be provided without prior notice. Certain services may require the user to agree to receive such updates.
The Licensor has the right to release both paid and free functional and information utilities, plugins and additional programs and services and take measures to eliminate the errors found, but does not guarantee their complete absence from the Contractor, any of its services, functions and (or) component parts.
25.1. All documents to which this Agreement refers, as well as documents drawn up in connection with its execution, are its integral part.
25.2. If any provision of this Agreement becomes invalid, this does not affect the validity of the rest of its provisions.
25.3. Failure by any party to fulfill one of its obligations under this Agreement does not mean a refusal to fulfill other obligations and rights under this Agreement.
25.4. The main language of this Agreement is Russian. Any translation of the Agreement from Russian is provided solely for the convenience of familiarization. In the event of any inconsistency between the Agreement in Russian and its translation, the version of the Treaty on the Russian language will certainly prevail.
25.5. This Agreement constitutes a binding legal agreement between the Licensor and the User governing the use of the Services and completely replaces any previous agreements between the Contractor and the User in relation to the Services.