"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 service enabling you to install Review3 3D-reviews for public demonstration on the websites with Internet domain names coinciding with your Target domains.
"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.
"Unique launch" - 3D-review launch is considered unique if a 3D-review is opened by one End user for the first time during the current day. If End user launches over 30 different 3D-reviews in a Target domain during the current day, further 3D-review launches of this End user at this Target domain during the current day are no longer considered unique.
"Trial period" - free period of Service usage provided by the Licensor for 45 days from the time of Licensee registration at the Website.
"Subscription" - range of License provided to the Licensee that can be limited by number of Unique launches and 3D-review categories (types) available for installation at Target domains.
"Subscription payment" - payment that Licensee makes in accordance with prices published at the "Prices" section of the Website (the Licensor can change them notifying you about it). Payment can be made for a month or longer period.
"Settlement day" - specific day of a calendar month for Subscription recalculation and issue of invoice to the user. For example: June 7th, July 7th, August 7th, etc. If it is 29th, 30th or 31st day of a month and if a month does not have such day, Settlement day is temporarily moved to the last day of the month. For example, if Settlement day is 31st, it will be: January 31st, February 28th, March 31st, April 30th.
"Reporting period" - a period one month long between two Settlement days used for statistical measurement of the number of Unique launches and categories (types) of 3D-reviews. The Reporting period includes the Settlement day when it begins and does not include the Settlement day when it ends.
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.
2.2. The Licensee undertakes the obligation to pay the Licensor a license fee for Service usage by making payment for subscription.
3.1. The Licensee has the right to install 3D-reviews for public viewing on any web page of each Target domain. The number of Unique launches and types of 3D-reviews available for installation may be limited by current Subscription.
3.2. The Licensee has the right to use the Service at the territory of all countries of the world.
3.3. The Licensee undertakes the obligation not to sell or otherwise transfer the right of using the Service to third parties.
3.4. The Licensee undertakes the obligation not to decompile 3D-review source code, not to decrypt 3D-review files, including with assistance of third parties.
3.5. 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.
3.6. The Licensee may not use the Website and the Service to host materials:
3.7. The Licensee may not use the Website and the Service:
3.8. 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 3.6 or violating provisions of paragraph 3.7.
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.
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 Trial period is free of charge.
6.2. The next day after expiration of the Trial period becomes the Settlement day of the Licensee.
6.3. Upon expiry of the Trial period, Subscription needed to the Licensee is calculated by the Service every month basing on Unique launch statistics for the previous Reporting period. The Licensor may access statistics at any time at "My statistics" page at the Website.
6.4. The Licensee pays for Subscription in advance as follows:
with discounts specified in "Prices" section of the Website. The chosen payment period comes into effect upon the end of the current paid period.
6.5. If the number of Unique lunches during the previous Reporting period exceeds the terms of the current Subscription by over 10%, or if Target domains were launching 3D-reviews from categories not included in current Subscription, the Licensee is warned of exceeding Subscription conditions.
6.6. If the Licensee exceeds Subscription conditions for the second time, it must purchase a new Subscription that corresponds to actual usage conditions of the Service. If the Licensee fails to purchase the required Subscription within 14 days from the notification day, it grants the Licensor the right to suspend Licensee's access to the Service.
6.7. Subscription prices are specified in "Prices" section of the Website. The Licensor may modify Subscription prices. The Licensor must review the "Prices" section itself to know the current Subscription prices.
6.8. When the Licensee purchases Subscription, it agrees to provide the Licensor with its credit card information and authorizes the Licensor to deduct the necessary amount and further regular payments on Settlement day every month or at other intervals depending on chosen payment periodicity.
6.9. The credit card must be registered under the name of the Licensee or organization it represents. The Licensee and card issuer are responsible for payment feasibility and authorization.
6.10. If a new extended Subscription is purchased in the period of effect of Subscription paid for the term exceeding one month, the amount already paid for Subscription for remaining calendar days is deducted from the price of new Subscription on pro rata basis.
6.11. If actual usage of the Service by the Licensee fits the terms of lower Subscription (by number of Unique launches or available categories) during two months running than currently owned by the Licensee, the Licensee may purchase subscription with these limited terms. New Subscription and lower subscription price come into effect upon expiry of the current paid Subscription.
6.12. All taxes and other fees are included in Subscription price.
7.1. If the Licensee is not satisfied with the quality of service, it may demand return of Subscription payment within 30 days of the deposit date. If this is the case, the Licensor returns full amount of Subscription payment.
7.2. If the Licensee demands return of Subscription payment after 30 days from the date of payment, the Licensor must return the Subscription payment for the remaining paid calendar days. For example, if the Licensee pays for 12 months subscription and demands return after 31 days from the date of payment, the Licensor will refund its payment for the remaining 11 months.
7.3. Return of Subscription payment to the Licensee makes this Subscription unpaid in terms of this Agreement with all consequences stipulated by this Agreement.
8.1. 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.
8.2. The Licensor provides technical support only if the Licensor has paid for the required Subscription. 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.
9.1. 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.
9.2. Confidentiality obligations of each Party under this Agreement do not cover publicly available information and information disclosed not by the fault of this Party.
9.3. 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.
10.1. 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.
10.2. 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.
10.3. 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. In this case the Parties make settlements for the period preceding the occurrence of force majeure circumstances.
11.1. 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.
11.2. The amount of any claim of the Licensee against the Licensor for any damage caused by improper fulfillment of this Agreement by the Licensor may not exceed the amount paid by the Licensor to the Licensee for the previous 12 months.
11.3. 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 12 ("Term of effect and termination procedure").
12.1. The Licensee may use the Service during the Trial 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.
12.2. After Trial period expiry, this Agreement remains in effect till the end of paid Subscription period. Then the Agreement is automatically extended for one month.
12.3. 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.
12.4. In case if:
then the Licensor may do any or all of the following:
12.5. After termination of the Agreement the Licensee must make payment due before termination of the Agreement and immediately stop using 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.