"Licensor" - NCraft LLC registered in the Russian Federation, reg. no. 1127746710398 (OGRN).
"Licensee" - you, as the second party to the Agreement. This also means a person or legal entity on behalf of which you act with proper authorization.
"Target domains" - domain names of websites accessible to the Licensee for management and specified by the Licensee during registration or at "My domains" section after registration at the Website. May also be used as synonym for these websites.
"Product" - electronic appliance such as camera, mobile phone, notebook, etc.
"3D-review" - three-dimensional image (presentation) of a product specifically intended to demonstrate Products at Internet Websites. Includes specialized software and data such as image files, texts, video and sound data, etc. All 3D-reviews are presented in the "Catalogue" section of the Website.
"Service" - a Licensor's service enabling Licensee to install 3D-reviews on any webpages of the Target Domains for the public demonstration to the End users.
"Website" - website located at reviewthree.com.
"End user" - a person, Internet user, that visits Target domains to buy Products or receive information related to Products or for other purposes and having access to viewing 3D-reviews at Target domains.
"3D-review launch" - End user opening a Target domain page displaying 3D-review in the End user’s browser.
"Pilot period" - period of Service usage provided by the Licensor for 60 (sixty) days from the first of 3D-review launch at the Target Domain. Pilot period can be prolonged by Licensor by sending notification to Licensee.
2.1. The Licensor provides the Licensee a temporary non-exclusive license for usage of the Website and the Service within the scope and on terms established by this Agreement for the period of this Agreement. The Licensor reserves all the rights that are not transferred to the Licensee by this Agreement.
3.1. The Licensee has the right to use Website according to the Agreement terms.
3.2. The Licensee has the right to use the Service during Pilot period according to the Agreement terms.
3.3. During the 14 days after the termination of the Pilot period, the Licensee is obligated to either remove 3D-reviews from the Target domains, or intiate the License Agreement conclusion between the Licensee and the Licensor using 'My Account' website section or by contacting a representative of the Licensee. If the Agreement will not be replaced by the License Agreement after 14 days after the termination of the Pilot period, the Licensor has the right to terminate the Service functionality.
3.4. The Licensee has the right to use the Service at the territory of all countries of the world.
3.5. The Licensee undertakes the obligation not to sell or otherwise transfer the right of using the Service to third parties.
3.6. The Licensee undertakes the obligation not to decompile 3D-review source code, not to decrypt 3D-review files, including with assistance of third parties.
3.7. The Licensee undertakes the obligation not to remove by itself or with third parties the technical limitations of the Service and 3D-reviews arising from the provided license.
3.8. The Licensee may not use the Website and the Service to host materials:
3.9. The Licensee may not use the Website and the Service:
3.10. The Licensor will fully cooperate with enforcement authority or the court on presence of lawful written order of disclosing personality and/or location of person hosting materials listed in paragraph 3.8 or violating provisions of paragraph 3.9.
4.1. The Licensor hereby declares and confirms the Licensee that the rights for intellectual activity results that are subject of this Agreement fully belong to the Licensor. The Licensor may use the rights on the above intellectual activity results by all means specified in this Agreement without any limitations.
4.2. All exclusive rights for the Website, the Service and 3D-reviews as the result of intellectual activity including all components except those specified in paragraph 4.3 belong to the Licensor and are protected by laws of copyright and associated rights.
4.3. All trademarks, product names, logos, product design and other elements of brand and model identity presented in 3D-reviews are the intellectual property of their manufacturers and right holders. The Licensor in no case claims the rights for mentioned intellectual property and transfers any rights to the Licensee. For example, «Sony» brand, «SONY» logo and Sony products exterior presented in the 3D-reviews are the intellectual property of Sony Corporation and its affilates.
4.4. Any attempt, either independently or with assistance of third parties, of removing technical limitations of the Service and 3D-reviews arising from the provided License is considered as violation of exclusive rights of the Licensor on the intellectual activity results.
4.5. The perpetrator bears civil, administrative and criminal liability under current laws of the Russian Federation for violating exclusive rights of the Licensor for intellectual activity results.
5.1. The Licensee warrants that where it has registered to use the Service on behalf of another person (including legal entities) it has sufficient authority to receive rights and fulfill obligations of this person in regard of the Licensor.
5.5. If the Licensee provides access to the Website and the Service to any third parties including but not limited to Licensee employees, the Licensee must make sure that these persons read and understood terms of this Agreement and fully and unconditionally agree with them. If such access is provided, the Licensee also confirms its liability for acts of persons to which it has provided access to the Website and the Service as if it has performed such acts itself.
5.5. The Licensee guarantees that it has provided true name, e-mail, Target domains and other information requested in course of Website registration.
5.6. The Licensor may refuse the Licensee to add some Target domain and to remove already added Target domain in case of reasonable doubts whether this Target domain actually belongs to the Licensee.
5.7. The Website, the Service and 3D-reviews including all their components are provided to the Licensee "as is", without any direct or implicit warranties including commercial value warranties and guarantees of the Website, the Service and 3D-reviews fitness to their purpose. The Licensor in no case bears any liability under damage compensation claims and other claims arising from the use of the Website, the Service and 3D-reviews.
5.8. The Licensor in no case bears any liability for failure to meet End user expectations regarding accuracy and completeness of information provided in 3D-reviews.
5.9. The Licensee guarantees that it gets access to the Website and the Service for business purposes and no consumer protection laws are applicable to it in any jurisdiction.
5.10. The Licensee guarantees the Licensor to indemnify all its damages under any court claims, expenses and losses resulting from violation of this Agreement by the Licensee, or violation of any other obligations of the Licensee to the Licensor including but not limited to Payment for subscription that the Licensee had to make but failed.
6.1. Use of the Service during the Pilot period is free of charge.
6.2. The Licensor can perform additional services, chargeable or free, to the Licensee for the consulting or filling the Licensee's database. The list of such additional services, their costs and the payment method should be agreed by sending of the mutual notifications. The payment for such additional services is not the payment for the Service.
7.1. The Licensor does not guarantee that the Website and the Service will be continuously available and free of errors. Functionality and availability of systems used to access the Website and the Service including public telephone lines, computer networks and Internet may be unpredictable and may result in reduced quality or failure to access the Website and the Service. The Licensor is not liable for reduced quality or failure to access the Website and the Service.
7.2. The Licensor performs all reasonable efforts to provide technical support to the Licensor during Pilot period and during 14 days after it. Technical support is provided by exchanging email messages. Technical support is provided only for errors of the Service that can be reproduced by technical support employees of the Licensor. The Licensor agrees to provide the Licensee full and accurate information related to errors of the Service upon request of the Licensor. The Licensor does not guarantee fixing all Service errors or any specific Service error.
8.1. The Parties undertake the obligation to maintain confidentiality of the contents of this Agreement and all information and data provided by each of the Parties under this Agreement, and not to disclose general or specific facts or information to any third party without prior written approval of the other Party.
8.2. Confidentiality obligations of each Party under this Agreement do not cover publicly available information and information disclosed not by the fault of this Party.
8.3. Confidentiality provision is an important provision of the Agreement. Violation of confidentiality provision with undesirable effect results in termination of the Agreement and compensation of damages in accordance with current civil and criminal laws on commercial secret.
9.1. The Parties bear no liability under this Agreement if they fail to comply with terms of this Agreement due to force majeure circumstances directly affecting the performance of their obligations under this Agreement, which occurred after entering this Agreement due to acts of government authorities or extraordinary events that could not be reasonably foreseen or prevented by the Parties such as natural disasters, earthquakes, hurricanes, fires, anthropogenic disasters, acts of war, epidemic outbreaks, etc.
9.2. A party referencing the force majeure circumstances must notify the other Party about occurrence / end of force majeure events in written form within 5 (five) calendar days. When force majeure occurs / ends, the Party referencing the force majeure must provide the other Party a document confirming occurrence / end of force majeure issued by a competent government authority. If a party fails provide timely notification of force majeure occurrence /end, it may not refer to force majeure as a reason for failure to comply with terms of this Agreement.
9.3. If force majeure circumstances last for more than 10 (ten) days, a Party may terminate the Agreement by notifying the other Party 15 (fifteen) calendar days prior to the proposed termination date, when the Agreement is considered terminated.
10.1. To the maximum extent permitted by law, the Licensor is not liable to the Licensee or any other parties for any direct and indirect losses and damages arising from any use of the Website and the Service.
10.2. If the Licensee is not satisfied with quality and/or scope of the Website and/or the Service, the Licensee may immediately terminate this Agreement in accordance with section 11 ("Term of effect and termination procedure").
11.1. The Licensee may use the Service during the Pilot period without any obligations for continued usage. If the Licensor does not wish to continue using the Service upon expiration of the Trial period, it must remove 3D-reviews from its websites within 14 days.
11.2. If the Licensee does not wish to continue using the Service, it may terminate Service usage by clicking "Cancel account" button in its profile at the Website. The Licensee must immediately stop using the Service.
11.3. In case if the Licensee violates terms of the Agreement then the Licensor may terminate Licensee's access to the Service.
13.1. This Agreement is entered by the Licensee and the Licensor and between the Licensee and legal successor of the Licensor.
13.2. The Licensee may not sell or otherwise cede its rights and obligations under this Agreement without implicit written permission of the Licensor.
13.3. The Licensor may sell, cede, subcontract or otherwise transfer its rights and obligations under this Agreement at any time.
14.1. This Agreement voids all other written or oral agreements, obligations and promises between the Licensor and the Licensee regarding use of the Website, the Service and 3D-reviews.
14.2. If any Party violates any provisions of the Agreement, it is not the ground for regarding other provisions of the Agreement or the entire Agreement as invalid.
14.3. If any provisions of the Agreement are declared invalid, illegal or having no effect by public authority or court, such provisions will be removed from the Agreement while other provisions of the Agreement will remain in effect.
14.4. This document must be interpreted in accordance with the laws of the Russian Federation. If the Parties fail to settle disputes and disagreements within 30 calendar days from the time of receiving a written claim, each Party may submit the case to court. All disputes between the Parties must be settled in Moscow Arbitration court in accordance with current laws of the Russian Federation.
14.5. No other Party that is not a Party to this Agreement obtains any rights or obligations under this Agreement.
15.1. All notices that must be provided to another Party under this Agreement must be sent by email.
15.2. All notices must be given to the Licensor at email@example.com or a different address sent by the Licensor to the Licensee by email or by post mail to Andropova prospekt 46/2, office 108, 115486, Moscow, Russian Federation.
15.3. All notices for the Licensee must be given to its email address specified during registration at the Website.
Last update: February 11, 2018.