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Mr. Oleksandr Anatoliyovych Trubin, an individual entrepreneur, acting on the basis of the Extract from the Unified State Register of legal entities, individual entrepreneurs and public companies No.22240000000122552 dated from 19.02.2018, being a single tax payer, hereinafter referred to as the “Contractor”, places in free access on the Internet at http://neuron-systems.com this Agreement which is a public offer for provision of paid access to Neuron Service (NEURON) on the Internet (hereinafter referred to as the “provision of access to the service”) and other related services.
1. Definition and interpretation of terms
1.1. Here in this Agreement the following words, word-combinations and phrases, unless otherwise provided by the context, have the following meaning: - Web-Service (Service) “Neuron” (NEURON) – a programme software for automation of telephone sales. The algorithm and source codes of the components of the programme code of the software product above mentioned are considered to be the proprietary information (commercial secret) of Mr. Oleksandr Anatoliyovych Trubin, and therefore any usage of such without Mr. Trubin’s consent shall be deemed as the violation of his copyright. The legal responsibility for violation of the copyright shall be in accordance with the existing legislation of Ukraine. - Services – connection to the functions of the Web-Service Neuron (NEURON) (hereinafter – the “Service”) for a certain period, in due accordance with the terms and conditions of this Offer Agreement and the Price list, the Content and software functions of the Service, available for users at: http://neuron-systems.com. - Client – a legal or individual entity which has accepted the terms and conditions hereof and/or uses the Service in accordance with its functional capabilities and access rights. - Access details - a login (email as specified by the Client when registering at the Service) and a password to access the system with the corresponding access rights. - Credentials – e-mail, full name of a person (including individual tax payer number) and/or a name of a legal entity, contact telephone number. - Personal account – a closed area of the Service which allows the Client navigate within the information space determined by the Service, in order to prepare promotional materials on goods and services, as well as to perform other actions provided by the Service’s functions. To access the Personal account one should use his/her access details. - Spam – mass mailing of advertising, promotional or other material to people without their agreement or wish to receive it. - Price list – an existing systematized list of the Contractor’s services with the price attached, posted on the Internet at: http://neuron-systems.com. - «Pause» Service – continuation of the validity period of the Web-Service “Neuron” functions, based on this Offer Agreement terms and conditions, for the time period when the Client does not use the Service. This option is active only if requested by the signatory hereof. The “Pause” service is a one-time service and cannot be divided into several periods. It is provided in real time, beginning and ending on the date specified in the Client’s request. The “Pause” service does not apply for the accounts acquired during promotions and sales
1.2. Other technical terminology shall be understood in accordance with the existing standards, technical regulations and specifications, as well as the recommendations of the international bodies regulating the Internet standardization.
2. General provisions
2.1. This Agreement, in due compliance with articles #633, #638 of the Civil Code of Ukraine, shall be considered a public offer of the Contractor to a number of people that contains significant terms and conditions for reimbursable provision of access to the Web-Service “Neuron” (NEURON).
2.2. The conclusion of this Agreement by the Client with the Contractor (acceptance of the existing offer) is carried out by one of the following, such as: - making payment for connection of access to the Service “Neuron” (NEURON) to the Contractor’s account as set forth in item 3.4 hereof; - confirmation of the Client’s registration by the Web-Service “Neuron” (NEURON) and sending an account password to the email as specified by the Client in his/her request; - installation, launch or other start of usage of the Web-Service “Neuron” (NEURON) shall mean a due execution of this Offer Agreement and the Client’s full consent to all its terms and conditions. In the event the Client does not agree to unconditionally accept the terms and conditions of this Offer Agreement, he/she has no right to use the Web-Service “Neuron” (NEURON).
2.3. By the accepting the offer the Client is deemed to have studied and agreed with this offer and entered into the contractual relations with the Contractor in due compliance with the current legislation of Ukraine, and this Offer Agreement is considered to be executed in simple written form and has full legal force.
2.4. The Client is fully responsible for saving his/her login and password to access into the system and for the losses which may arise due to unauthorized use of his/her login, password and/or access channel. The Contractor has no responsibility and does not reimburse any losses incurred due to unauthorized access of the third party to the information posted by the Client.
2.5. The Client has no right to pass over the login and password to the third party that allow access to the personal account at the Web-Service “Neuron” (NEURON). All actions that require a login and password are considered to be performed by the Client.
2.6. The Contractor’s obligations are limited to the terms and conditions of the existing Offer, in particular, the Contractor’s responsibility does not include access services to the Internet for the Client. The access to the Internet is provided by the Client himself and at his ownexpense. Moreover, the Contractor does not provide any possibility of receiving and transmitting electronic messages by the Client in the Contractor’s office, setting up and/or diagnosing the computer hardware and software of the Client, as well as methodical (course) training of the working skills with the hardware and software for the Client and/or his employees.
2.7. Connection to the Service shall be carried out based on the terms and conditions set forth herein. The terms and conditions of this Offer Agreement (including any of its parts) can be changed by the Contractor at his sole discretion any time by publishing a new edition of the Offer Agreement on the Contractor’s official site on the Internet (http://neuron-systems.com); both with and without notice the Client no less than 10 (ten) calendar days prior to the effective day of such changes. The Client agrees that such publication of a new edition of the terms and conditions is sufficient and considered the proper form of notification of the Client on changes of the terms by the Contractor.
2.8. The current edition of the Offer Agreement is always in free access on the Contractor’s site at: http://neuron-systems.com.
2.9. The Parties have duly agreed to carry out the document control under this Agreement via telecommunication channels. An electronic document, the content and exchange procedure of which complies with the requirements of regulatory legal acts, shall be used by the exchange parties as a primary record document, as an evidence in court, submitted to the state bodies upon request of the latter. Having the agreement on a legally significant electronic document control does not annul usage of other ways of execution and exchange of documents between the Parties.
3. The cost of connection to the Service and payment procedure
3.1. The cost of connection to the Service is determined by the Price List posted on the Internet on the Contractor’s site at: http://neuron-systems.com.
3.2. The Contractor has a right to change the Price List unilaterally and any time by publishing a new Price List on his site. Once the period of usage of a certain account is over, the prolongation or a new connection shall be carried out at the new price.
3.3. Connection to the Service shall be paid by the Client on the terms of a 100% prepayment, while the method of prepayment for connection to the Service is determined by the Client himself choosing from the options suggested on the Web-Service site. The date of payment is considered the date of receipt of the funds on the Contractor’s settlement account.
3.4. The executed payment is considered a payment for connection to the Service “Neuron” (NEURON), usage of which is expected within the period as specified by the Price List. The connection to the Service for the next period shall be carried out by the Contractor only after the Client paying a next payment prior to beginning of the next usage period of the Service “Neuron” (NEURON). The payment for connection to the Service executed by the Client prior to this Agreement coming into effect is considered the payment for connection to the Service for the corresponding period as per the Price List. No later than 5 (five) calendar days from the date the Agreement comes into effect, the Contractor shall perform his obligations as set forth in the Appendix hereto regarding the payment received for connection to the Service prior to the current Agreement coming into force.
3.5. The expenses including a bank fee for transfer of the Client’s funds as per the Agreement shall be covered by the Client.
4. Connection procedure to the Service
4.1. The validity period of the Agreement is specified by a tariff chosen by the Client as per the Price List.
The Contractor shall grant the Client with a non-exclusive access right to the Web-Service within a validity period of the Agreement, which has a limited validity period exclusively for business operations of the Client and shall not be transferred or alienated in any form, and excludes leasing of the Web-Service to the third party by the Client.
4.3. The connection to the Service is performed only after the funds are received on the Contractor’s settlement account. Access to the Service is carried out on the Internet by the Client entering the access data at the Web-Service address.
4.4. In case the Client does not execute a payment for the next period of usage of the Service “Neuron” (NEURON) at the end of the current period for which the connection has been done, the Contractor shall disables the Client from the Service. Refusal to prolong the connection to the Service does not release the Client from paying off the accrued debt
4.5. Re-approval of the protocol to the Service is performed after the balance increase of the Client’s personal account by an amount sufficient to cover the payment for the next period of using the Service “Neuron” (NEURON).
4.6. The period of using the Service “Neuron” (NEURON) is determined by the Price List.
4.7. In the event the Client needs any kind of a hard copy document (an act, an invoice, etc) relating to the terms of the Agreement, the Client shall send the Contractor via an express-mail, the courier mail or the mail of Ukraine the original copy of a document duly signed by the Client and received beforehand upon a separate request sent to the Contractor by the email. In this case within 5 (five) business days after receipt of the original document the Contractor must sign it and return one original copy of the executed document to the Client by mail or the courier mail.
4.8. The Client when agreed with the Contractor may receive additional services provided by the Price List.
4.9. In the event when the Client does not use the Service “Neuron” (NEURON) within the account validity period, the Client has a right to use the “Pause” service. The “Pause” service may be provided only when the account has been active for 20 days.
4.10. The Client is entitled to use the “Pause” service in accordance with the terms of this Offer Agreement when he is sure he won’t use the Web-Service for a definite period of time. In this case the Client must notify the Contractor by writing a letter to the support of the latter not later than 5 (five) days prior to actual termination of use of the Service “Neuron” (NEURON). In the event of timely notification the Client may count on being provided the “Pause” service for period in accordance with his account: Account for 1 month, for 3 months, for 6 months, for 12 months, 0 days, 15 days, 30 days, 60 days.
4.11. The Client has no right to use the “Pause” service if less than 15 calendar days remain before the account is expired.
4.12. The account is activated automatically at 00:01am next day after the validity period is expired as specified in the notification sent by the Client regarding temporary termination of using of the Service “Neuron” (NEURON) and requesting to activate the “Pause” service.
4.13. If the Client has paid the cost of an account but hasn’t used it within the paid period , the Contractor shall not return the paid amount.
5. If the Client paid the cost of the account, but after some time changed plans for using the Neuron Web Service (NEURON) and refuses it, the Contractor does not return the funds paid to the Client.
5.1. The rules of using the Service
5.2. Registration in the Service is carried out by the Client himself by specifying his access details. The access details used by the Client to access the Web-Service “Neuron” (NEURON) are not restored by the Contractor. Restoration of the password shall be done by the Client himself in due compliance with the terms of the Service.
5.3. The Client is fully responsible for actions and/or inactions that have led to disclosure, loss, theft and other of his credentials and other information identifying the Client, as well as any actions and/or inaction of the third party using the Client’s credentials. The Contractor bears no responsibility for the action above mentioned that of the Client and/or the third party using his credentials.
5.4. When using the Service any actions aimed at receiving unauthorised access to the resources of the Contractor’s server is forbidden, as well as personal credentials and other information of other clients, and any other information available on the Internet, as well as mass mailing of electronic messages (emails, ICQ and other means of individual exchange of information) of commercial, advertising and other nature, not being approved by the information recipient 4(“spam”) excluding sending the information when approved by the recipient allowing for unsubscribing.
5.5. It is forbidden to mass mail the “spam” through the resources not belonging to the Contractor when the message contains the coordinates (website address, email, etc) supported by the Contractor.
5.6. The Client should only utilize the Service for legal purposes and by legal methods with due compliance with the legislation of Ukraine, European Union and the USA.
5.7. The Client is solely responsible for the content of information sites/nodes created and supported by the Client. The Contractor does not run preliminary control of the content of information posted and/or distributed by the Client. Nevertheless, when posting and distribution of such information violates the legislation, the Contractor is entitled to block or delete the corresponding resources without any prior notification (in case of serious violations).
5.8. It is prohibited to post and distribute photo and video materials of pornographic, vulgar, violent nature, as well as any other materials violating the copyright or legislation, namely, calls for violence, overthrow of the existing government, discrimination based on gender, race, religion, nationality, etc.
5.9. It is prohibited to post and distribute any information or software that may be used only to hack/damage computer systems or may contain computer viruses or other components equivalent to them.
5.10. Posting of so-called “door-ways” and other form of searching spam is prohibited.
5.11. The Client undertakes not to cause any damage to the programme shell of the Service “Neuron” (NEURON), hardware and software, node machines of the Contractor and a third party.
5.12. The Client undertakes to respect the copyright for the services rendered by the Contractor and/or the third party, software and documentation.
6. Description, terms and conditions, connection procedure (if available) and other information on each separate tariff connection are set forth in corresponding sections of the Contractor’s web-site, which the Client has to familiarize with prior to connection of a specific tariff.
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6.1.1. The Contractor undertakes to:
6.1.2. Ensure operation of the Web-Service “Neuron” (NEURON) according to the Agreement, 24/7 including the week-ends and holidays (the Service must be available not less than 90% of the time in a month), unless otherwise is stipulated herein.
6.1.3. Keep record of the payments executed by the Client for connection to the Service.
6.2. Respect the confidentiality of credentials of the Client. The Contractor has access to the Client’s information for the purposes of technical support of the Web-Service operation, as well as has a right to access to such information in case of complaints from the third party relating to illegal and/or harmful and other actions of the Client that harm the Contractor and/or the third party. The Contractor has a right to disclose the information mentioned above only to the competent state bodies in cases provided by the existing legislation of Ukraine. Backing up of the Client’s data in case to prevent the loss of information shall not be considered the violation of confidentiality of the Client’s information.
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6.2.2. Terminate operation of the Web-Service to conduct the required planned preventive and repair works at the technical resources of the Contractor as well as unscheduled works in emergency situations.
6.2.3. Interrupt operation of the Web-Service if it is, in particular, due to the impossibility to use information and transport channels which are not the Contractor’s own resources and/or due to actions and/or inaction of the third party, if this directly impacts on operation of the Web-Service, in particular during the emergency situation. The Contractor bears no responsibility towards the Client and shall not reimburse the Client any losses and/or lost profit, including those incurred by the Client and/or the third party due to disclosure, loss by the Client or theft of the Client’s credentials, as well as those that have occurred or may occur at the Client due to delays, interruptions in operation and inability to use the Contractor’s resources and services in full extent that have arisen due to the reasons above mentioned.
6.2.4. Make changes and additions to this Agreement, Price List and Procedure by publishing the changes and additions on the Web-Service site at: http://neuron-systems.com.
6.2.5. The Contractor is entitled to renew the content, functions of the Web-Service any time and at his discretion.
6.2.6. Once 3 (three) calendar months are over since the annulment, termination of the validity period of the Agreement or non-receipt of the payment to connect the Service for the next period of using the Service, the Contractor has a right to delete the Client’s all data from the Web- Service without possibility to recover, and is released from any liabilities associated with the Client.
7. The Contractor has a right to refer to the Client as a user of the Web-Service and/or the Service in any form and on any medium (including on the Service site and any other sites and/or in commercial materials of the Contractor).
7.1. The Client’s rights and liabilities
7.1.1. The Client must
7.1.2. In a timely manner and in appropriate volume provide the Contractor with complete and accurate information required to connect the Client to the Service as per the terms and conditions of hereof.
7.1.3. Use the connected Service in good faith. The information provided by the Client in connection with performance of this Agreement must correspond to the requirements of the existing legislation of Ukraine. In the event of non-fulfilment of this obligation the Client undertakes to reimburse the Contractor for all documented losses incurred by him as the result of this.
7.1.4. In a timely manner and in full volume pay for the connection to the Service provided by the Contractor under this Agreement.
7.2. Follow the changes to this Agreement published on the Contractor’s site at: http://neuron- systems.com, and changes to the Price List published on the Contractor’s site at: http://neuron- systems.com.
7.2.1. The Client has a right to:
7.2.2. Initiate a request to connect new accesses to the Service within the validity period of the Offer Agreement.
8. Control performance and quality of the connection to the Service without interfering with the Contractor’s activity.
8.1. Liabilities of the Parties
8.2. In all matters not stipulated by this Agreement as well as in resolving the disputes arising in the course of implementation hereof, the Parties are to be guided by the current legislation of Ukraine.
8.3. The Client is responsible for any of his actions and/or inaction as intentional so as unintentional, as well as any actions and/or inaction of the people using his credentials related to posting and/or distribution of the information on the Internet, receiving using the Contractor’s resources access to resources of the third parties that have violated or may violate any legislation of Ukraine, European Union or the USA, as well as any losses caused by the actions above mentioned and/or inaction to the Contractor, the third party and the society moral principles. The Contractor bears no responsibility for such actions and/or inaction of the Client or other people who use his credentials as well as the consequences of such actions and/or inaction.
8.4. The Client is liable for any of his unlawful actions and/or inaction and/or of the people using his credentials that have caused any harm or damage to the Contractor including the loss of business reputation, and shall reimburse the Contractor for all documented losses.
8.4.1. The Contractor’s responsibility to the Client lies only within paid but not connected accesses to the Service. The Contractor shall not be financially liable to the Client and shall not reimburse the Client for the paid amount of money hereof if the connection to the Service is not done through the fault of the Client, in particular, as a result of violation of the Agreement the money in this case shall be taken into account against the actual expenses incurred required to connect the Client to the Service.
8.5. The Contractor bears no responsibility to the Client for lost profits and shall not return the funds paid to the Client if the connection to the Service has not been provided or poorly performed leading to full or partial loss of the Client’s information due to the fault of the third party.
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