LICENSE OFERTA AGREEMENT for the use of the LeadBox software serviceKyiv, Ukraine, 04 September 2024
This License Agreement (hereinafter referred to as the "Agreement") is a legal contract between you (hereinafter referred to as the "User") and Individual Entrepreneur Vyacheslav Angel, acting on the basis of the entry in the Unified State Register of Legal Entities, Individual Entrepreneurs, and Public Organizations № 3158011431, hereinafter referred to as the "Licensor", and any person who accepts this offer (hereinafter referred to as the "Licensee"). Together, the Licensor and the Licensee are referred to as the "Parties", and they enter into this Agreement, addressed to an unlimited number of persons, as an official public offer (in accordance with Article 641 of the Civil Code of Ukraine) by the Licensor to enter into a license agreement with the Licensee for the provision of paid access (hereinafter referred to as the "License") to the LeadBox service (hereinafter referred to as the "Service"), the description of which is available on the website https://leadbox.com.ua and the respective sections of the site https://my.leadbox.com.ua.
PREAMBLE Registration on the website https://my.leadbox.com.ua by the Licensee is considered an unconditional acceptance of the terms outlined in this offer, i.e., the acceptance of the offer and confirms the conclusion of the Agreement.
Since the conclusion of the Agreement through acceptance of this offer will be carried out by the Licensee exclusively for needs directly related to business activities or the performance of duties as an employee, the Licensee, by accepting this offer, also confirms that they have been informed, understand, and agree that any legal relations between the Parties under the Agreement are not subject to any requirements and conditions of consumer protection legislation, particularly the Law of Ukraine "On Protection of Consumer Rights" dated May 12, 1991, №1023-XII, in its current version with amendments and supplements. This offer becomes effective from the moment it is posted on the Internet at https://leadbox.com.ua/dogovir-oferti and remains valid until the Licensor withdraws the offer.
The Licensor reserves the right to change any terms of the offer at any time at their discretion or withdraw it without prior notice to the Licensee. If the Licensor changes the terms of the offer, the new version of the offer comes into effect from the moment it is posted on the Internet unless another period is specified by the Licensor when publishing such a change.
1. TERMS AND DEFINITIONS 1.1. "Service" – an intellectual property object of the Licensor, namely, the LeadBox software product, which is available for use by users as a web resource integration service with CRM systems via the Internet at the Licensor's website: https://my.leadbox.com.ua/. 1.2. "User" – the Licensee who accepted the offer under the conditions set out therein and/or any of their employees and/or representatives to whom the Licensee has granted access to the Service. 1.3. "Account" – a tool for authorized access to the Service's Personal Account via the Internet, which contains user information, including account identification, chosen tariff plan, and payment information. 1.4. "Personal Account" – a virtual section of the Licensor's website through an interactive interface, where settings, management, and control over the use of the Service are performed, such as choosing Service functionalities, creating and changing integrations, and obtaining usage statistics. 1.5. "Access Credentials" – the login (e-mail specified during registration) and password used to access the system with respective rights. 1.6. "Price List" – a current systematic list of services provided by the Licensor, with pricing, posted on the Internet at https://leadbox.com.ua/#pricing-3. 1.7. "Tariff Plan" – the variant of Service functionality chosen by the Licensee, which has a specific set of features, cost, and duration of access to those features as specified in the description of the chosen plan. 1.8. "Electronic correspondence between the Parties" – the sending of electronic messages or documents (files) by one Party to the other Party in the manner provided for in the Agreement, using the e-mail addresses specified in the Agreement or on the Licensor's website. 1.9. "Registration Form" – data such as e-mail, full name, or legal entity name, and contact phone number. 1.10. "Integration" – the functionality configured by the Licensee or by the Licensor at the Licensee's request to transfer orders from a specific source to a CRM or analytical system.
2. SUBJECT OF THE AGREEMENT 2.1. The subject of this License Agreement is the transfer by the Licensor of non-exclusive rights to use the Service to the Licensee under a simple (non-exclusive) license, solely for the Licensee's own use without the right to sublicense to third parties. 2.2. The Licensee enters into this Agreement with the Licensor (acceptance of this offer) by performing one of the following actions:
Payment for the License to use the Service to the Licensor’s account as per the terms of clause 4.2 of this Agreement; Confirmation of registration on the website https://my.leadbox.com.ua; Installation, launch, or other initiation of the use of the Service signifies the proper conclusion of this offer and the Licensee's full agreement with all its terms. If the Licensee does not unconditionally accept the terms of this offer, they do not have the right to use the LeadBox Service. 2.3. From the moment the offer is accepted, the Licensee is deemed to have familiarized themselves with and agreed to this offer, and entered into a contractual relationship with the Licensor in accordance with the laws of Ukraine. This License Agreement-offer is deemed to be concluded in a simple written form and has full legal force. 3. PERSONAL DATA 3.1. By entering into the Agreement, the Licensee confirms that they have fully reviewed and agree with its terms, and if the Licensee is an individual, they consent to the processing of their personal data by the Licensor. 3.2. The purpose of processing the Licensee's personal data is to provide services under the Agreement, make settlements, receive invoices, and detect and prevent fraudulent actions or security issues. 3.3. By entering into the Agreement, the Licensee acknowledges that they have been informed about their rights as per the Law of Ukraine "On Protection of Personal Data" and the purpose of processing their data provided to Individual Entrepreneur Vyacheslav Angel.3.4. The Licensee's consent to the processing of personal data is valid for the entire duration of the Agreement, as well as for 5 (five) years after its termination. 3.5. The destruction of personal data is grounds for termination of the Agreement and is performed based on a written (paper) request from the Licensee. In such a case, the Agreement is considered terminated from the date specified in the response message sent by the Licensor. 3.6. The Licensee guarantees that they have informed all third parties about the use of their personal data for the provision of services by the Licensor under the Agreement, and that they have received consent from such third parties for the processing of their personal data by the Licensor. 3.7. The Licensee is obliged, upon the request of the Licensor, to provide written consent from third parties for the processing of their personal data. 3.8. The personal data provided by the Licensee will be available to the employees and consultants of the Licensor. 3.9. By entering into this Agreement, the Licensee agrees that the Licensor has the right, without additional notification to the Licensee, to provide access and transfer the provided personal data to third parties (in both anonymized and open form) without changing the purpose of data processing, and that the Licensee has been duly notified of each instance of the provision of personal data to third parties within the purpose specified in clause 3.2. of the Agreement. If the purpose for which the Licensee's personal data is provided to third parties changes, the Licensor shall notify the Licensee of the new purpose by sending an email to the Licensee's email address provided by the Licensee. 3.10. The Licensor guarantees that they will not use the Licensee's personal data for any other purposes, except those specified in clause 3.2. of the Agreement, without properly notifying the Licensee of this. 3.11. By entering into this Agreement, the Licensee confirms that they are familiar with and understand the content of the Law of Ukraine "On the Protection of Personal Data."
4. PROCEDURE FOR OBTAINING ACCESS TO THE SERVICE 4.1. The procedure for obtaining access to the Service is as follows: 4.1.1. The Licensee registers on the Licensor’s website https://my.leadbox.com.ua: 4.1.1.1. Provides the Licensor with accurate and up-to-date information about themselves, as requested in the registration form; 4.1.1.2. Confirms the information provided in the registration form by entering the verification code sent by the Licensor to the Licensee's specified email address for logging into their Account; 4.1.1.3. Independently chooses and assigns a password for their Account in the Personal Account, provided that the password meets the security requirements established by the Licensor (length, allowed characters, etc.). 4.1.2. Upon completion of registration, the Licensor creates the User’s Account and provides the Licensee with full access to the Personal Account. 4.1.3. The Licensee configures the necessary integrations in their Account in accordance with the functional capabilities of the Service. 4.2. Through the Personal Account, the Licensee selects a Tariff Plan in accordance with the current Price List, which determines the payment period and set of functional features of the Service. 4.3. Failure to use or incomplete use of the functional capabilities of the Service and/or the Licensor's website does not result in the suspension or extension of the Tariff Plan period and is not grounds for a refund of the payment made according to the selected Tariff Plan. It also does not constitute grounds for applying such payment towards obtaining or extending the validity of another Account.
5. COST OF USING THE SERVICE AND PAYMENT PROCEDURE 5.1. Payment for the Service is made in advance in the amount of 100% prepayment according to the selected Tariff Plan, which is specified in the current Price List published on the website https://leadbox.com.ua and which the Licensee can find in the corresponding section on the website https://my.leadbox.com.ua in their Account. 5.2. Payment for the use of the Service is made by the Licensee within the following terms and conditions: 5.2.1. The first 14 (fourteen) calendar days from the moment of Account registration is a trial period, and the Licensee uses the LeadBox Service free of charge; 5.2.2. No later than the fourteenth calendar day from the moment of Account creation, the Licensee must select a Tariff Plan and payment period for the further use of the Service; 5.2.3. Payment for the use of the Service is made after the selection of the Tariff Plan and payment period; 5.2.4. Each subsequent payment for the extension of the Service usage period is automatically debited from the card linked to the Service Account, unless otherwise agreed with the Licensor (for example, payment to the Licensor's account). 5.3. Automatic payments are processed via the WayForPay service in UAH at the current NBU exchange rate +25%. 5.3.1. For annual plans, payment may be made via invoice, which must be requested from technical support or by email: .au.moc.xobdael%40eciffo 5.4. If the first payment for the use of the Service is made after the trial period expires, the Service is suspended until the corresponding first payment is made for the selected Tariff Plan. This suspension period is not included in the duration of the Service use. 5.5. Changes to the Tariff Plan may incur additional charges or extend the paid usage period of the Service. 5.5.1. Downgrading to a lower-cost plan does not result in a refund, but additional days of Service usage are credited according to the new Tariff Plan. 5.5.2. Upgrading to a higher-cost plan requires an additional payment equal to the difference in Tariff Plan prices and the payment processing fee. 5.6. The Parties unconditionally agree that no refunds are provided for Service usage payments. 5.7. The payment for the selected Tariff Plan includes the provision by the Licensor to the Licensee or the User of the Service, upon request, of instructions, guidelines, and directions regarding the connection, setup, and proper use of the Service according to its functional capabilities, as well as technical support and Service maintenance. Information and consultation support that does not directly relate to the Service’s operation is not part of the Agreement’s subject matter and obligations of the Licensor and may be provided by them or a third party only based on separate agreements (contracts) concluded with the Licensee or an authorized person.
6. RIGHTS AND OBLIGATIONS OF THE PARTIES 6.1. The Licensor undertakes: 6.1.1. To ensure the operation of the Service 24/7, including weekends and holidays (the Service must be available no less than 90% of the time per month); 6.1.2. To make every effort to resolve technical issues affecting the Service or certain functionalities of the Service; 6.1.3. To maintain the confidentiality of the Licensee's account data. The Licensor has access to the Licensee’s information for technical support purposes and may disclose such information only to competent state authorities if required by law. Backup of Licensee data to prevent information loss does not violate the confidentiality of the Licensee's information.6.2. The Licensor has the right to: 6.2.1. Temporarily suspend the operation of the web service for scheduled maintenance and repair work on the technical resources of the Licensor, as well as unscheduled work in emergency situations; 6.2.2. Interrupt the operation of the Service if this is due to the unavailability of information and transport channels that are not the Licensor’s resources or due to actions or inactions of third parties that directly affect the operation of the Service, especially in case of emergencies. 6.2.3. Make changes and additions to this Agreement and the Price List by publishing these changes and additions on the Website at https://leadbox.com.ua or the Service website; 6.2.4. Update the content and functional capabilities of the website at any time at its discretion; 6.2.5. After 3 (three) calendar months from the date of termination, expiration of the Agreement, or non-receipt of payment for the renewal of Service access for the next usage period, the Licensor has the right to delete all the Licensee’s data from the Service without the possibility of recovery and is released from any obligations related to the Licensee; 6.2.6. Refer to the Licensee as a user of the Service in any form and on any media (including on the Service’s website and other sites or in the Licensor’s advertising materials) without disclosing confidential information about the Licensee. 6.3. The Licensee is obliged to: 6.3.1. Timely and fully provide the Licensor with accurate and complete information necessary for the Licensee's connection to the Service, in accordance with the terms of this offer; 6.3.2. Monitor changes in the current Agreement and the Price List, which are published on the Licensor's website https://leadbox.com.ua and in the Personal Account on the Service's website; 6.3.3. Independently ensure the security of their login and password for accessing the Personal Account of the Service. 6.4. The Licensor has the right to: 6.4.1. Change the Service's tariff plan based on the current needs of the Customer; 6.4.2. Monitor the performance and quality of the Service without interfering with the Licensee’s activities; 6.4.3. Initiate orders for connecting new accesses to the Service during the validity of this Agreement; 6.4.4. Propose changes and improvements to the functionality of the Service to the Licensee. 7. CONDITIONS AND METHODS OF USING THE LICENSOR'S WEBSITE AND SERVICE 7.1. The Licensee assures that they understand and confirm their agreement with the following: 7.1.1. The conclusion of this License Agreement-offer does not result in the transfer of any exclusive intellectual property rights to the Service or the Licensor's website to the Licensee or the User, either in whole or in part (including regarding the Licensee's Account or Personal Account), nor does it imply the acquisition by the Licensee or User of any ownership rights or property rights (including usage, possession, or disposal) to the Service or the Licensor's website or intangible assets (including information) that the Service or the Licensor’s website contains or is expressed through, either in whole or in part. The Parties confirm that the right granted to the Licensee excludes the possibility of selling or otherwise alienating the Service or the Licensor’s website to any third party, as well as excludes the possibility of transferring the Service or the Licensor’s website into the possession or ownership of a third party. 7.1.2. The Licensee or the User’s use of content, as well as any design elements, text, graphics, illustrations, videos, computer programs, databases, music, sound, and other objects of intellectual property rights available to the Licensee or User through the Licensor’s website or Service is only allowed within the framework of the provided functional capabilities of the website and Service. Their use in any other way (including reproduction, copying, modification, distribution on any basis, display in frames, etc.) is allowed only with the prior permission of the person who holds the exclusive right to allow the use of such intellectual property objects. The use of the content by the Licensee or User for personal non-commercial purposes is allowed on the condition that all copyright or related rights notices, trademarks, and other identifiers of authorship are preserved, as well as in an unaltered form. 7.1.3. Except for use in the scope and manner expressly provided by the terms of this Agreement, the Licensee and/or User do not have the right to modify, decompile, disassemble, decipher, or perform other actions with the object code of the Licensor’s website and/or Service, create derivative software products using the Licensor’s website and/or Service, or otherwise use restricted sections (including the Personal Account) of the Licensor’s website and/or Service without the written consent of the Licensor. 7.1.4. The Licensee or User does not have the right to reproduce or distribute the Service (including for personal use or for educational purposes) as part of a collection of software products without the written consent of the Licensor. 7.1.5. The use of the Licensor's website and/or Service must be carried out under the name "LeadBox." The Licensee or User does not have the right to change the name of the Licensor’s website and/or Service, remove copyright protection notices, or other information about the person who holds the exclusive right to allow the use of such intellectual property objects. 7.2. The use of the functional capabilities of the Licensor's website and/or Service is only possible with the Licensee and/or User having access to the Internet. The Licensee and/or User independently obtain and pay for such access on the terms and tariffs of their telecommunications service provider. 7.3. The rights to use the Licensor's website and/or Service under this License Agreement are granted on an "as is" basis. The Licensor does not provide any guarantees regarding the compliance of the Licensor’s website and/or Service with the specific goals and expectations of the Licensee or User, and does not provide any other guarantees unless expressly stated in the Agreement. 7.4. By using the Licensor’s website and/or Service, the Licensee confirms their full and unconditional agreement with all the terms of the Agreement and the chosen tariff plan, and also confirms that such agreement is obtained from any other users to whom the Licensee has provided access to the restricted parts (including the Personal Account) of the Licensor's website and/or Service under the Agreement. If the Licensee or User does not fully accept any of the terms of the Agreement and/or tariff plans, the Licensee and/or User have no right to use the restricted parts (including the Personal Account) of the Licensor’s website and/or Service for any purpose. The use of the Licensor’s website and/or Service in violation of (or failure to comply with) any term of the Agreement, as well as using the Service without payment (including after the expiration of the paid tariff plan), is prohibited. 7.5. If the Licensor detects violations of the Agreement by the Licensee and/or Users, particularly regarding the manner and method of using the Licensor’s website and/or Service, the Licensor has the right to partially or completely suspend access of the Licensee and/or any of the Users to the Licensor’s website and/or Service until such violations are resolved and the consequences are corrected, or the previous normal condition is restored. If this is impossible, the Agreement will be terminated. 7.6. The Licensee and/or User are independently responsible to third parties for their actions related to the use of the Licensor’s website and/or Service, including if such actions result in violations of the rights and legitimate interests of third parties, and for compliance with the laws of Ukraine when using the Service and/or Licensor’s website. 8. PROCEDURE FOR DISPUTE RESOLUTION 8.1. The Parties agree that any claims and/or other demands from the Licensee regarding the non-performance or improper performance by the Licensor of its obligations under the Agreement and/or liability under the Agreement must be submitted in writing to the correspondence address specified in the Agreement. The response period is 10 (ten) business days from the date of receipt of the claim by the Licensor. 8.2. All disputes and disagreements between the Parties in the pre-trial settlement process will be resolved through negotiations and/or submission of proposals for resolving such disagreements or disputes. The Parties agree that the period for reviewing and responding to any proposals received is 10 (ten) business days from the date of receipt of such a proposal. 8.3. If agreement cannot be reached and disputes and disagreements cannot be resolved by the Parties in the pre-trial settlement process, the dispute is subject to resolution by the court in accordance with the current legislation of Ukraine. 8.4. For all matters not regulated by this Agreement, the Parties are guided by the current legislation of Ukraine. 9. FORCE MAJEURE 9.1. Either Party shall be released from liability for partial or complete non-performance or improper performance of obligations under the Agreement if it is proven that such non-performance or improper performance is due to force majeure circumstances. 9.2. The Parties define force majeure circumstances as extraordinary events, the occurrence, existence, or cessation of which are beyond the control of the Party and whose negative impact on the fulfillment of obligations under the Agreement and/or duties according to legislative and other regulatory acts could not have been reasonably limited and/or prevented. Such circumstances include, but are not limited to: threat of war, armed conflict or a serious threat of such conflict, including but not limited to hostile attacks, blockades, military embargoes, actions of a foreign enemy, general military mobilization, military actions, declared or undeclared war, actions of a public enemy, disturbances, acts of terrorism, sabotage, riots, invasion, blockade, revolution, insurrection, mass unrest, imposition of curfew, expropriation, compulsory seizure, seizure of enterprises, requisition, public demonstrations, blockades, strikes, accidents, power outages, damage to telecommunication networks, the impact of malicious software on electronic computing systems, unlawful actions of third parties, fire, explosion, prolonged interruptions in transport operations, regulated by relevant decisions and acts of state authorities, embargo, prohibition (restriction) of export/import, payments (transactions), etc., as well as exceptional weather conditions and natural disasters, namely: epidemic, severe storm, cyclone, hurricane, tornado, gale, flood, heavy snow accumulation, ice, hail, frost, earthquake, lightning, fire, drought, soil subsidence and landslides, and other natural disasters. 9.3. The occurrence of force majeure circumstances at the time of a Party’s violation of its obligations under the Agreement deprives that Party of the right to refer to such circumstances as grounds for release from liability for the Agreement’s violations. 9.4. The deadlines for the performance of the Parties' obligations under the Agreement are extended for the duration of the force majeure circumstances. If the force majeure circumstances last more than 30 (thirty) calendar days, either Party has the right to terminate the Agreement in the manner provided by it without compensation for damages or expenses to the other Party.
10. SPECIAL CONDITIONS 10.1. Unless otherwise provided by an additional agreement between the Parties, achieved through electronic correspondence between the Parties, by concluding the Agreement, the Licensee also provides the Licensor with their explicit consent (permission) to: 10.1.1. Place information about the Licensee (in particular, the company name, trade name, logo, trademark and service mark (trade mark), to which the Licensee holds the rights, and brief information about the Licensee’s professional activities in the form in which the Licensee provides such information about themselves on their website or in the Unified State Register of Legal Entities and Individual Entrepreneurs) in the "Clients" section of the Licensor's website; 10.1.2. Use and publish (distribute, reproduce) anonymized information regarding the results of the Licensee’s use of the Service under the Agreement in any cases (reports, publications, professional and other publications, media, and on the Internet) without referencing or mentioning any identifiers that could explicitly identify the Licensee and their website. 10.2. Each Party undertakes to ensure the confidentiality of information regarding identification, authentication, and authorization credentials (login, password, etc.) for access to the Personal Account and to the Party’s personal email or in the Personal Account. Each Party bears all risks and consequences arising from the disclosure, dissemination, or unauthorized use of the aforementioned confidential information caused by the fault (including negligence) of such Party, its employees, and/or representatives who had access to such information, except in cases of immediate (but in any event, no later than the next business day) written notification to the other Party of such an incident.