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License Agreement
This User Agreement (hereinafter referred to as the “Agreement”) shall govern the relations between My.com B.V., a legal entity duly established and operating under the legislation of the Netherlands, with its registered office: Barbara Strozzilaan 201, 1083 HN, Amsterdam, the Netherlands, hereinafter referred to as the “Company”, and You, hereinafter referred to as the “User”, hereinafter jointly referred to as the “Parties” and separately - the “Party” related to rendering of services on provision with access to the service known under the trade name “SEOSAN” under the following terms and conditions:
1. Terms and Definitions
Terms used in this Agreement shall be construed in accordance with the following definitions:
1.1. “Service” shall mean a computer software enabling the User to obtain the information on changes in the client’s web-sites put on monitoring as well as other data (hereinafter referred to as the “Data”) in the course of operation of the Service within the period and according to the procedure stipulated in this Agreement as well as the tariff chosen by the User. Access to functionality of the Service is provided through the Personal Account on the Web-site.
1.2. “Personal Account” shall mean a closed area of the Web-site https://seosan.io/ (hereinafter referred to as the “Web-Site”) owned by the Company to the extent of which the User can preset the Service inter alia put the web-sites on/off monitoring. To sign in to the Personal Account the User shall enter its e-mail and password (login information) specified by the User when registering on the Web-Site.
1.3. “User” shall mean a person having the necessary legal capacity being a party hereto.
1.4. “Company” shall mean a party hereto providing the Users with access to the Service and operating, maintaining and administering the Service and the Web-Site.
2. Subject of the Agreement
2.1. In accordance with the terms and conditions hereof the Company shall provide the User with access to the Service under the terms and conditions and according to the procedure stipulated herein.
2.2. Functionality of the Service shall include basic and paid options. The User shall be provided with access to basic options of the Service after the date of registration on the Web-Site. The User shall be provided with access to paid options of the Service after the date of payment for the Company’s services in accordance with the tariffs then in force. Description of options of the Service and amount of the Company’s remuneration are available at https://seosan.io/.
2.3. Within the period depending on the tariff and options of the Service chosen by the User the Service shall automatically monitor the web-site put on monitoring by the User and send a report containing the Data with respect to the relevant web-site to the e-mail specified by the User when registering on the Web-Site.
3. Terms, conditions and procedure for joining the Agreement and using the Service
3.1. The Service shall be used subject to the User’s reading, understanding and acceptance of the terms and conditions thereof. The most up-to-date version of the Agreement is available at: https://seosan.io/terms/.
This Agreement shall be deemed an integral part of the User Agreement published on the Internet at http://help.mail.ru/mail-help/UA (hereinafter referred to as the “User Agreement”) governing behaviour of the persons using the Company’s services. This Agreement contains special norms governing the relations between the User and the Company with respect to using of the Service, directly influencing and taking precedence over the norms contained in the User Agreement and other regulations governing operation of particular Company’s services.
If this Agreement does not contain the provisions exactly governing the rights and obligations of the Parties with respect to using of the Service the Parties shall be governed by the terms and conditions of the User Agreement.
Every time when obtaining access and/or actually using the Web-Site and/or the Service the User accepts the terms and conditions hereof and of the User Agreement as in force on the date of such access and/or using.
3.2. The Company shall retain the right to amend this Agreement at any time at its own discretion without prior notification of the User. Revised version of the Agreement shall enter into force after publication on the Web-Site. The User shall from time to time independently get acquainted with the revised versions of the Agreement. The User’s failure to get acquainted with the Agreement and/or the revised versions thereof shall not give rise its failure to fulfill the obligations and observe the limitations stipulated herein. If User disagrees with the revised version hereof, the User shall stop using the Service and notify the Company thereof within seven (7) calendar days after the date of publication of the relevant version.
3.3. This Agreement shall be concluded by acceptance of an offer. Thereat the terms and conditions specified herein shall not be deemed a public offer, i.e. the Company shall not conclude the agreement with any person wishing to conclude an Agreement.
3.4. To obtain access to the Service the User shall:
- register on the Web-Site (specifying e-mail and password);
- after authorization on the Web-Site specify the web-sites in the Personal Account Data on which is required (put the web-sites on monitoring);
- to the extent provided for by the tariff and according to the procedure stipulated by the Company confirm ownership of the web-site put on monitoring.
3.5. The Company may deny the User access to the Service (both at the registration stage and subsequently), deny putting the web-site on monitoring or put off the web-site from monitoring if the Company has good reasons to believe that using of the Service by the User may result in violation of the applicable law, rights and legal interests of the third persons or the Company’s policy as well as if there are other User’s breaches hereof.
4. Rights and Obligations of the Company
4.1. The Company shall exercise day-to-day management of the Service, independently determines its functional capabilities, the procedure for implementation thereof as well as structure and front-end of the Web-Site. The Company may update the content, functional capabilities and front-end of the Service at any time at its own discretion.
4.2. The Company may deny the User access to the Service (both at the registration stage and subsequently), deny putting the web-site on monitoring or put off the web-site from monitoring to the extent provided in clause 3.5. hereof.
4.5. The Company may comment the User’s behaviour, warn, notify, inform of non-observance of the Agreement. The Company’s instructions concerning using of the Service addressed to the User shall be binding on it.
4.3. The Company may send messages (including e-mails) to its Users being the notices of entering into action or cancellation of earlier available options of the Service; such messages may also promote options of the Service.
4.4. The Company may suspend operation of the Service and the Web-Site for scheduled preventive maintenance and repair of the Company’s technical facilities as well as for unscheduled emergency maintenance having notified the User thereof if technically feasible.
4.5. The User understands and acknowledges that the web-site put on monitoring shall be automatically processed by the Service and the User will be subsequently provided with the Data (and such Data become available to the Company). Thereat the User agrees that the Company may use such information to conduct any studies including operational enhancement of the Service.
4.6. The Company shall:
- under the terms and conditions stipulated herein provide the User with the access to the Service (to the basic options for free, to the paid options - when the User effects payment in accordance with the tariffs set up by the Company);
- within reasonable term provide the User with technical and information support required to obtain access to the Service and the Web-Site for using thereof.
5. Rights and Obligations of the User
5.1. The User shall be entitled to use functionalities of the Service and/or the Web-Site to obtain the Data subject to compliance with the terms and conditions stipulated herein.
5.2. The User shall not be entitled:
- to reproduce, distribute, process any elements of the Service for commercial and non-commercial purposes without the Company’s permit for performing the said actions;
- to reproduce any elements of design and front-end of the Web-Site when creating web-sites or carrying out any commercial activity on and outside the Internet;
- to provide the third persons with access to the Service by whatever means;
- to break the rules of using the Service provided for herein;
- to perform other actions which, in the Company’s opinion, may violate the applicable law, rights and legal interests of the third persons or damage the Company’s activity and interests.
5.3. The User shall:
- comply with the terms and conditions hereof or stop using the Service;
- pay the Company’s remuneration to obtain access to the paid options of the Service;
- monitor the amendments introduced by the Company hereto;
- take the measures necessary to ensure confidentiality of the password used to sign in the Personal Account, make sure that the password is not kept in the browser (inter alia when using cookies) if the third persons use the PC. All the actions performed on the Web-Site using the User’s login information shall be deemed to have been performed by the User.
5.4. The User shall be solely liable to the third persons for its own actions when using the Service inter alia for compliance of the User’s actions with the applicable law and absence of violation of the third persons’ rights and legal interests. The User at its own discretion and expense shall settle all the third persons’ claims resulting from the User’s actions when using the Service.
6. Liability of the Parties and limitation of liability hereunder
6.1. For failure to fulfill the obligations hereunder the Parties shall be liable in accordance with the laws of the United Kingdom and Wales.
6.2. The Service including all the programs, scripts, Data, front-end of the Web-Site and other elements shall be provided “as is”. The Company does not provide any warranties with respect of absence of idle time of the Service caused by technical malfunctions, scheduled maintenance etc., however it shall use commercially reasonable efforts to ensure 24/7 operation of the Service. The Company does not warrant that the Service or any elements thereof will function at any particular time in the future and that they will be operable. The Company does not warrant that the Service or any elements thereof will be fit for particular purpose. The Company does not warrant or promise any specific results of using the Service or elements thereof.
6.3. The Company shall neither be liable nor shall reimburse any direct or indirect damage inflicted to the User or the third persons as a result of using the Service as well as resulting from using or impossibility of using the Data to be obtained through the Service unless otherwise is stipulated by the applicable law.
7. Execution of the Agreement and payment for the Company’s services
7.1. To obtain access to the paid options of the Service the User shall pay for the Company’s services in accordance with the tariffs available at https://seosan.io/ including VAT.
7.2. Payment shall be effected in Russian Rubles. Tariffs are differentiated depending on the list of functional capabilities of the Service and provide for granting of access to the relevant functionality for one (1) calendar month.
The Company may unilaterally change the tariffs at any time without prior notice to the User. New tariffs shall be applied from the next calendar month following the month during which the tariffs were changed. Cost of the paid options of the Service chosen by the User is not subject to revision.
7.3. When paying for access to the paid options of the Service the User shall adhere to the payment instructions with respect to procedure and methods of payment. The Company shall not be liable for correctness of the User’s payment.
7.4. The amount paid by the User for provision with access to the paid options of the Service is non-refundable even if the User did not use such options of the Service.
7.5. Access to the paid options of the Service shall be deemed to have been duly provided and accepted by the User in full if during five (5) business days after the end of the calendar month during which the User was provided with access to the paid options the Company has not received any reasoned written User’s claims.
8. Period of validity and termination of the Agreement
8.1. With respect to the basic options of the Service this Agreement shall enter into force after the User’s registration on the Web-Site and acceptance of the terms and conditions hereof and shall remain in force for one (1) calendar year. This Agreement shall be automatically prolonged for each next one (1) calendar year unless prior to the expiry date:
8.1.1 The User decides to stop using the Service having sent the relevant notice to the Company;
8.1.2. The Company decides to terminate this Agreement unilaterally and without judicial procedures with immediate termination of access and possibility of using the Service without reimbursement of any costs or damages unless otherwise provided for by the applicable law. In particular the Company may decide so in case of:
- closing of the Service;
- any (including one-time) breach hereof by the User.
8.2. With respect to the paid options of the Service this Agreement shall enter into force after the Company’s receipt of the User’s payment in the amount stipulated herein and shall remain in force for one (1) calendar month.
With respect to the paid options of the Service this Agreement may be earlier terminated:
- at the Company’s discretion in case of the User’s failure to fulfill its obligations stipulated herein;
- at the User’s discretion at any time by sending of a notice to feedback@seosan.io.
In both cases of earlier termination hereof with respect to the paid options of the Service the amount paid to the Company are not subject to refund to the User.
9. Final Provisions
9.1. This Agreement, conclusion, execution and termination hereof shall be governed by the laws of the United Kingdom and Wales.
9.2. Invalidity of one or more provisions hereof duly recognized by the legally effective court decision shall not entail invalidity of the entire Agreement for the Parties. If one or more provisions hereof are duly recognized invalid by the legally effective court decision the Parties shall fulfill their obligations hereunder by the means most closely approximate to those supposed by the Parties when concluding and/or amending the Agreement after mutual approval.
9.3. All the disputes between the Parties with respect to this Agreement shall be settled by communication and negotiations through the pretrial process. If the Parties fail to agree by the negotiations within sixty (60) calendar days after receipt of a written claim by the other Party any Party concerned shall submit the dispute to the court in accordance with the jurisdiction rules stipulated in the applicable law.
9.4. If you have any questions regarding execution hereof feel free to send a message to feedback@seosan.io.
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