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Public offer

2021-09-06 22:42:31

for Granting Non-Exclusive Rights to Use the Marketplace World of Mechanic Computer Program

Saratov, Russian Federation

Date of publication: August 26, 2021

Effective Date: August 26, 2021

This public offer (hereinafter – the “OFFER”) is an official offer of “AUTOSHTAMP”, LLC (hereinafter – the “LICENSOR”) represented by S. V. Makarov, the General Director, acting on the basis of the Articles of Association, to conclude the License Contract for Granting of Non-Exclusive Rights to Use Marketplace World of Mechanic Computer Program (hereinafter – the “CONTRACT”) with any legal entity or individual entrepreneur registered at https://wom.market, (hereinafter – the “USER”) on the terms and conditions provided for by this OFFER. The CONTRACT shall be concluded through ACCEPTANCE of the OFFER by the END USER in accordance with the provisions of Articles 434, 437 and 438 of the Civil Code of the RF (Russian Federation). In case of such OFFER ACCEPTANCE the written form of the CONTRACT pursuant to clause 2 of Article 437 of the Civil Code of the RF shall be deemed complied with.

Content

  1. TERMS AND DEFINITIONS
  2. SUBJECT OF THE CONTRACT
  3. RIGHTS AND OBLIGATIONS OF THE PARTIES
  4. COST AND SETTLEMENT PROCEDURE
  5. CONTRACT CONCLUSION, OFFER ACCEPTANCE, PROCEDURE FOR USING THE PROGRAM
  6. SPECIAL CONDITIONS
  7. DISPUTE SETTLEMENT PROCEDURE
  8. LIABILITY OF THE PARTIES
  9. FORCE MAJEURE CIRCUMSTANCES
  10. EFFECTIVE TERM AND CHANGE OF THE TERMS AND CONDITIONS OF THE OFFER
  11. EFFECTIVE TERM AND TERMINATION OF THE CONTRACT
  12. LICENSOR RECOMMENDED BROWSER REQUIREMENTS
  13. APPENDICES TO THE CONTRACT
  14. LICENSOR’s DETAILS
1. TERMS AND DEFINITIONS
1.1. OFFER ACCEPTANCE shall stand for the full and unconditional acceptance of the OFFER by taking the actions specified in Section 5 of this CONTRACT. The CONTRACT shall be concluded through the OFFER ACCEPTANCE. 1.2. PROGRAM shall stand for the active version of the Marketplace World of Mechanic computer program represented in the objective form as a set of data and commands, including the source, object, executable codes, software components, thee required database and other computer devices included in the program by the Licensor, and intended for the search, purchase, sale and promotion of goods, and accessible at https://wom.market. All rights to the PROGRAM belong to the LICENSOR, Certificate of the Computer Program State Registration No. 2020667239 in the Unified Register of Russian Programs for Electronic Computers and Databases dated December 21, 2020, and are protected by the laws of the Russian Federation. 1.3. LICENSEE shall stand for the USER who accepted the OFFER. 1.4. WEBSITE shall stand for the LICENSOR’s website at https://wom.market. 1.5. TARIFFS shall stand for the Appendices to this OFFER and an integral part of it, publicly available on a permanent basis at the WEBSITE: https://wom.market/pricing. 1.6. AUTHENTICATION DATA shall stand for the LICENSEE’s unique login and password used to access the PROGRAM. 1.7. PARTY or PARTIES shall stand for the LICENSOR and the LICENSEE, individually or jointly.
2. SUBJECT OF THE CONTRACT

2.1 The LICENSOR shall grant the non-exclusive (limited) non-transferable rights (ordinary non-exclusive license) to the LICENSEE to use the PROGRAM in accordance with the terms and conditions of the CONTRACT and the chosen TARIFF, with the LICENSOR’s reserved right to conclude license contracts with other persons, and the Licensee shall accept and pay for the granted rights on the specified terms and conditions.

2.2. The right to use the PROGRAM shall be granted in accordance with the chosen TARIFF.

2.3. The geography of the countries where it is allowed to exercise the non-exclusive right to the PROGRAM shall be unlimited.

3. RIGHTS AND OBLIGATIONS OF THE PARTIES

3.1. The LICENSOR shall:

- transfer the non-exclusive right to use the PROGRAM in full and in due time. Timely send the duly executed transfer documents (see Section 5 of this CONTRACT) to the LICENSEE at its own expense by regular mail (or in other way);

- grant the non-exclusive right to the PROGRAM in accordance with the requirements established in the CONTRACT, including all its valid Appendices and Addenda;

- provide the LICENSEE with technical support in the PROGRAM operating and the settlements for the right to use the PROGRAM;

- provide the LICENSEE with the non-exclusive rights to use the PROGRAM in the ways specified in the current TARIFFS, after receiving the payment from the LICENSEE.

- make amendments to the LICENSEE’s information within one business day from the moment of receiving of the LICENSEE’s notice of that.

3.2. The LICENSOR shall be entitled to:

- suspend the LICENSEE’s non-exclusive right to use the PROGRAM until the violations are corrected in the following cases:

a) submission of the knowingly false information to the LICENSOR and placement thereof independently in the PROGRAM;

b) non-receipt of payment within the timeframes established in this Contract;

c) breaching of the terms and conditions of using the PROGRAM provided for by this CONTRACT;

- update the contents, functions and interface of the PROGRAM due to correction of any possible errors found out in the previous versions, as well as due to the adjustments and enhancements during the effective term of the CONTRACT;

- notify the LICENSEE of the PROGRAM modification by posting the information on the WEBSITE and sending e-mail messages. suspend access to the PROGRAM under the CONTRACT for the technical, process or other reasons for the time period necessary for corrective measures.

3.3. The LICENSEE shall be entitled to:

- use the PROGRAM in accordance with the registered TARIFF and the terms and conditions of the CONTRACT in full during the paid time period;

- use the documents, guidelines, descriptions, texts and other information materials for the PROGRAM only for the purpose of correct access to the PROGRAM and within the scope established by this Contract.

3.4. The LICENSEE shall:

- accept and use the PROGRAM in accordance with this CONTRACT;

- timely send the duly executed transfer documents (see Section 5 of this CONTRACT) to the LICENSOR at its own expense by regular mail (or in other way);

- provide the LICENSOR with true information and place the same in the PROGRAM.

- provide the LICENSOR with its true information and post the same on its website (if any), pursuant to clause 1.3 of Article 9 of Law of the RF No. 2300-1 dated February 07, 1992 (as amended on June 11, 2021) On Protection of Consumer Rights. In case of changes in such information, the LICENSEE shall inform the LICENSOR of the changes and post them on its own website (if any) within one business day from the day of the changes.

- notify the LICENSOR of all the cases known thereto of the PROGRAM unauthorized (illegal) using.

- during the effective term of this Contract, submit the report on using the intellectual property to the LICENSOR at request, pursuant to article 1237 of the Civil Code of the RF.

3.5. Scope of the LICENSEE’s rights to use the PROGRAM is established by this CONTRACT and shall not be subject to broad interpretation.

3.6. The LICENSEE shall not be entitled to:

- reproduce (replicate, copy, i.e. repeatedly give the PROGRAM the objective form that allows functional use), distribute, modify, publish under its own brand or logo, change or erase any references to the rights, trademarks and other information contained in the PROGRAM;

- use the PROGRAM to the extent not provided for in this Contract;

- allow using the PROGRAM by a third party or process the data of the third party without written consent of the LICENSOR;

- transfer its AUTHENTICATION DATA to the third party;

- modify the PROGRAM;

- distribute the PROGRAM and any access codes provided by the LICENSOR for using the PROGRAM by the third party (including network access or otherwise);

- sell, sublicense, let on lease, hire out, lend, pledge or allow other access to the PROGRAM;

- transfer the data placed in the PROGRAM and making an integral part thereof to other programs;

- transfer these copies to the third parties or place them on the media available to the third parties, as well as post them on the Internet or otherwise make them available to the public;

- use the documents, guidelines, descriptions, texts and other information materials for the PROGRAM in any way other than for access to the PROGRAM;

- take other actions in respect of the PROGRAM that would violate the LICENSOR’s exclusive rights to the PROGRAM protected by the Russian and international treaties for copyright and software using, as well as other laws and contracts related to the intellectual property.

4. COST AND SETTLEMENT PROCEDURE

4.1. The amount of payment under the CONTRACT shall not exceed two hundred thousand (200,000) Russian rubles, or the equivalent in the US dollars calculated at the official exchange rate as of the day of the payment making by the LICENSEE for the chosen TARIFF.

The cost of exercising the non-exclusive right to the PROGRAM shall be determined according to the TARIFFS applicable as of the date of granting the non-exclusive right. All TARIFFS are inclusive of VAT (20%).

4.2. Payment under the CONTRACT shall be made by the LICENSEE based on 100% prepayment. The payment obligations shall be deemed fulfilled from the moment of the money depositing to the LICENSOR’s settlement account.

4.3. Payment under the CONTRACT may be made both by wire transfer and in cash on the basis of the invoice drawn up on the website or received by regular mail from the LICENSOR. Cash payment may be made by the LICENSEE in any office of Sberbank of the RF or through the cashier's office of the LICENSOR.

4.4. The LICENSEE shall specify the TARIFF and the invoice number in the payment document.

4.5. In case of change of the TARIFFS, the payment already made for using the PROGRAM shall not be recalculated at the new prices.

4.6. Maximum payment period shall be 12 months, and minimum one shall be 1 month.

5. CONTRACT CONCLUSION, OFFER ACCEPTANCE, PROCEDURE FOR USING THE PROGRAM

5.1. This CONTRACT shall be concluded through ACCEPTANCE of the OFFER.

5.2. Full and unconditional ACCEPTANCE of the OFFER shall be payment of the TARIFF (see Section 4 of this CONTRACT) and unconditional acceptance of the binding documents specified below, that make an integral part of this Contract:

5.2.1 User Agreement at https://wom.market/documents/user_agreement

5.2.2. Non-Disclosure and Personal Data Processing Policy at: https://wom.market/documents/privacy_policy

5.2.3. Tariffs established by the Licensor at: https://wom.market/pricing.

5.2.4. Rules for Using the Services of the Marketplace (for Suppliers) at: https://wom.market/documents/suppliers_rules,

5.2.5. Terms and Conditions of Placement Adverts at https://wom.market/documents/adverts_rules.

5.3. Having accepting this OFFER, the USER shall ACCEPT it in full without any reservations, i.e. concludes this CONTRACT on the LICENSOR’s terms and conditions.

5.4. The LICENSOR proceeds from the principle of good faith of the PARTIES and suggests that prior to the OFFER ACCEPTANCE the LICENSEE studied the terms and conditions of this Contract and agrees with it in full.

5.5. The LICENSOR shall provide the LICENSEE with the non-exclusive right to the PROGRAM in the ways specified in the current TARIFFS not later than one (1) banking day after the date of the LICENSEE’s money depositing to the LICENSOR’s settlement account. The rights to the PROGRAM shall be granted to the LICENSEE against the Integrated Delivery Note (IDN).

5.6. If fourteen (14) calendar days upon expiry of the time period established for the rights transfer to the LICENSEE the LICENSOR does not receive the Integrated Delivery Note signed by the LICENSEE or the letter of complaint (substantiated refusal to sign the IDN), provided that the payment has been made, the LICENSOR’s obligations to the LICENSEE under the CONTRACT shall be deemed completely fulfilled; besides, the LICENSEE shall not have complaints regarding the scope, quality and due date of transfer of the right to the PROGRAM.

6. SPECIAL CONDITIONS

6.1 The LICENSOR guarantees that it possesses the due rights and powers related to the PROGRAM to conclude this CONTRACT.

6.2 The LICENSOR shall not be liable for the quality of the communications providers’ services in operating the PROGRAM (using of the public telephone system, dedicated channels, Internet access, etc.).

6.3 The LICENSOR uses its best endeavours to maintain the PROGRAM in operation condition, though it does not guarantee against errors and failures while placing information, including in respect of running of the PROGRAM. The LICENSOR shall make every possible effort to eliminate any failures and errors should they occur during the effective term of the CONTRACT.

6.4 In case the LICENSEE breaches the terms and conditions of the CONTRACT, the LICENSOR shall deprive the LICENSSEE of the right to use the PROGRAM, and also the LICENSOR shall disclaim all its guarantee obligations of maintenance and support of the PROGRAM.

6.5 The LICENSOR uses its best endeavours to verify all the advertising information placed in the PROGRAM, but it does not bear liability for the contents of the advertisement, its credibility. The company that provides such information shall be fully liable for the contents of the adverts.

6.6 The PROGRAM shall be provided in the form and in accordance with the principle “AS IS” generally acknowledged in the international software best practice. The LICENSOR shall not be liable for the problems that arise in the course of operating the PROGRAM (including: problems of compatibility with other packages and drivers, with custom configuration of computers, with incomplete IBM PC compatibility of the LICENSEE’s computers, as well as the problems that arise due to varying interpretation of the documents).

7. DISPUTE SETTLEMENT PROCEDURE

7.1 In case any disputes or disagreements of the LICENSOR and the LICENSEE arise from this Contract or in relation hereto, the PARTIES shall take all possible measures to settle them by negotiations.

7.2 If the PARTIES fail to settle the disputes and / or disagreements by negotiations, such disputes and / or disagreements shall be solved in the Arbitrazh Court of the Saratov Region within the time limits established by the laws of the RF.

8. LIABILITY OF THE PARTIES

8.1. In case of breaching obligations under clause 3.6 of this CONTRACT, the LICENSEE shall pay the fine to the LICENSOR in the amount equal to the tenfold cost of the used LICENSEE’s TARIFF.

8.2. Payment of the fine shall not release the LICENSEE from the civil, administrative and criminal responsibility.

8.3. Using of the PROGRAM in breach of the terms and conditions of this CONTRACT shall be the breach of the laws and result in administrative and criminal responsibility.

8.4. The LICENSOR shall not be liable for any direct or indirect consequences of using or impossibility to use the PROGRAM and /or the loss inflicted on the LICENSEE and / or the third parties as a result of any using, non-using or impossibility to use the PROGRAM, or its particular functions, including due to probable errors or failures in the PROGRAM operation, except for the cases expressly provided for by the laws.

8.5. The LICENSOR shall not be liable for any damage inflicted by the LICENSEE on the third parties through using the PROGRAM.

8.6. The LICENSEE shall independently be liable for the contents and credibility, freedom from third-party claims and lawfulness of distribution of the information provided thereby for placement in the PROGRAM.

8.7. Under no circumstances the LICENSOR shall be liable to the LICENSEE for any loss, including loss of profit or data as a result of using or impossibility to use the PROGRAM, or any submitted data, even if the LICENSOR has been informed of the possibility of such loss.

9. FORCE MAJEURE CIRCUMSTANCES

9.1 The PARTIES shall not be liable for full or partial failure to fulfil their obligations under this Contract, if the failure has resulted from the force majeure circumstances, such as flood, fire, earthquake, other natural disasters, war or military actions, etc.

9.2 The PARTY being unable to fulfil the contractual obligations shall immediately notify the other PARTY of the beginning and termination of the abovementioned circumstances, but in any case not later than in 14 business days from their beginning. Failure to timely notify of the force majeure circumstances shall deprive the respective PARTY of the right to be released from the contractual obligations for the reasons of the mentioned circumstances. Occurrence of the specified circumstances shall be confirmed by the Certificate of the Chamber of Commerce and Industry or other competent authority at the place of the Party’s location.

9.3 In case the mentioned circumstances last for more than 3 months, either PARTY shall be entitled to unilateral early termination of the CONTRACT. In this case the PARTIES shall make the mutual settlements.

10. EFFECTIVE TERM AND CHANGE OF THE TERMS AND CONDITIONS OF THE OFFER

10.1. The Offer shall become effective from the moment of posting on the WEBSITE and remain valid until the OFFER is revoked by the LICENSOR.

10.2. The LICENSOR shall reserve the right to make amendments and additions to the OFFER, as well as to the Appendices to the OFFER, and / or revoke the OFFER at any time at its own discretion.

10.3. The LICENSOR shall inform the LICENSEE of making amendments and additions to the OFFER, as well as to the Appendices to the OFFER, and / or of the OFFER revocation by the respective message publication on the WEBSITE.

10.4. The LICENSEE shall independently check for the information on the amendments and additions to the OFFER at the WEBSITE, and cannot refer to its unawareness of such amendments making.

10.5. In case the LICENSOR makes amendments to the OFFER and / or the TARIFFS, such amendments shall become effective from the moment of publication of the amended text of the OFFER and / or the TARIFFS on the WEBSITE, unless other time period for the amendments validation is additionally determined upon such publication.

11. EFFECTIVE TERM AND TERMINATION OF THE CONTRACT

11.1. The CONTRACT shall become effective from the moment of receiving by the LICENSOR of the OFFER ACCEPTANCE. The place of the Contract conclusion shall be deemed Saratov, the Russian Federation 11.2 The Contract shall be effective:

11.2.1 till the PARTIES fulfil obligations under the CONTRACT, namely, payment by the LICENSEE of the PROGRAM cost and expiry of the paid period.

11.2.2 till the moment of the CONTRACT termination.

11.3 The LICENSEE shall agree and admit that making amendments to the OFFER and / or Appendices to the OFFER shall involve inclusion of such amendments to the effective CONTRACT concluded by and between the LICENSOR and the LICENSEE, and these amendments to the CONTRACT shall become effective simultaneously with these amendments made to the OFFER and / or Appendices to the OFFER.

11.4. In case of revocation of the OFFER by the LICENSOR during the effective term of the CONTRACT, the CONTRACT shall be deemed terminated from the moment of revocation, unless otherwise determined by the LICENSOR when revoking the OFFER.

11.5. The CONTRACT may be terminated:

11.5.1 at any time as agreed by the PARTIES.

11.5.2 at the initiative of any of the PARTIES, in case of breaching the terms and conditions of the CONTRACT by the other PARTY, upon the written notification of the other PARTY.

11.5.3 on other grounds provided for by this OFFER.

11.6. Upon entry into force of this CONTRACT all the preceding contracts for granting non-exclusive right to use the PROGRAM, including all amendments and additions thereto, shall become null and void.

12. LICENSOR RECOMMENDED BROWSER REQUIREMENTS

The browsers recommended for operating the PROGRAM:

- Google Chrome 49 or higher;

- Firefox version 52 or higher;

- Opera version 36 or higher;

- Yandex. Browser version 17.1 or higher;

- Safari version 11 or higher.

13. APPENDICES TO THE CONTRACT

Appendix No. 1 Website User Agreement. This page is available at https://wom.market/documents/user_agreement

Appendix No. 2 Non-Disclosure and Personal Data Processing Policy. This page is available at https://wom.market/documents/privacy_policy

Appendix No. 3 Tariffs. This page is available at: https://wom.market/pricing

Appendix No. 4 Rules for Using the Services of the Marketplace (for Suppliers). This page is available at: https://wom.market/documents/suppliers_rules

Appendix No. 5 Terms and Conditions of Placement Adverts This page is available at https://wom.market/documents/adverts_rules

LICENSOR’s DETAILS

For settlements in RUR:

“AUTOSHTAMP” Limited Liability Company (“AUTOSHTAMP”, LLC),

410049 Russia, Saratov, Barnaulskaya st., bld. number 32

INN (Taxpayer Identification Number): 6451014857, KPP (Tax Registration Reason Code): 645101001, OKPO (All-Russian Classifier of Businesses and Organizations): 33724291, OKVED (All-Russia Classifier of Economic Activities): 46.69.2, 45.32.1

Settlement account: 40702810656360100329, Beneficiary’s Bank: Sberbank (Povolzhsky Head Office), Samara, BIK (Bank Identification Code): 043601607,

Correspondent Account: 30101810200000000607

Telephone: +7 (8452) 30-46-93, 8(800)250-8452.

E-mail: support@wom.market,

https://wom.market

For settlements in USD:

“AUTOSHTAMP”, LLC.

410049 Russia, Saratov, Barnaulskaya st., bld. number 32

INN (Taxpayer Identification Number) 6451014857 KPP (Tax Registration Reason Code) 645101001

OKPO (All-Russian Classifier of Businesses and Organizations) 33724291

OKATO (All-Russia Classifier of Territorial Entities) 63401368000

SBERBANK (POVOLZHSKY HEAD OFFICE)

Address ST. NOVO-SADOVAYA.305, City SAMARA; Country RUSSIA

SWIFT SABRRUMMSE1

IBAN 40702.840.0.56000000294

Telephone: +7 (8452) 30-46-93, E-mail: support@wom.market https://wom.market