Public Offer agreement (license agreement)

This document is a public proposal (offer) of a “reform” limited liability company (hereinafter referred to as “licensor”) to conclude a licensed agreement on the conditions described below, with any individual or legal entity (hereinafter - the “licensee”) that accepted this offer. The public offer is addressed to an indefinite circle of persons and contains all the essential terms of the contract, which meets the requirements of paragraph 2 of Article 437 of the Civil Code of the Russian Federation (hereinafter - the Civil Code of the Russian Federation).

 

The placement of the offer on the website of the TAPKI.com service means that it is a proposal to conclude an agreement on the specified conditions. In order for the offer to acquire the status of a concluded agreement, the licensee must accept it, that is, to fully and unconditionally accept its conditions.

 

The acceptance of the Offer is recognized as the commission by the Licensee of Concluded Acts, stipulated by the contract, such as the payment of service services or registration in your personal account. These actions indicate the full and unconditional consent of the Licensee with all the terms of this Agreement.

The Tapki.com service operates according to the model "Software as a Service" (SaAS). This means that licensians are given remote access to software and aggregated open data about companies (businesses) via the Internet, without the need to install any software on their own equipment of the licensee.

 

Using the SaAS model to provide access to the service is of important legal significance. Within the framework of this license agreement, the copyright holder transfers the right to use software within certain limits, but does not undertake to carry out activities to place it on the user's equipment or technical support for equipment. This allows you to conclude a license agreement with the user on the provision of a non -exclusive license by placing the terms of the contract in electronic form, which greatly simplifies the process of concluding agreements.

For the purposes of this Agreement, the following terms are of the following value:

 

In accordance with this Agreement, the licensor agrees to grant the Licensee the non -exclusive right to use the TAPKI.com service, which includes a computer for computers and a database of aggregated information. The licensee, in turn, undertakes to pay the granted right in accordance with the terms of this Agreement.

 

The provision of a non-exclusive license is a standard practice for SAAS models and is important for protecting the intellectual property of a licensor. This clearly distinguishes the transaction from the sale of software or data, guaranteeing that the Licensor retains full ownership and control over its intellectual property.

 

The right to use the service is granted within the functionality of the service and the selected tariff. The Licensee is strictly prohibited by sublessing, resale or other reimbursable distribution of the service or its parts to third parties, unless otherwise provided by a separate written agreement with a licensor. This condition protects the business model of a licensor, preventing unauthorized commercial use of the service or its data.

The Tapki.com service is designed for automated collection, aggregation, systematization and provision of access to open, public information about companies (businesses, individual entrepreneurs/LLC or AO), obtained from many public sources. The Licensee is given the opportunity to access these data, view it and download it in electronic form using the functionality of the personal account or site.

 

The data provided by the service is intended exclusively for the Licensee’s own domestic businesses, in particular, for the analysis of competitors, conduct marketing research, strategic planning, internal analytics and other legal activities.

 

A clear description of the functionality of the service in the section "The subject of the contract" is crucial for managing user expectations and an accurate determination of the volume of licensor obligations. This helps to prevent potential disputes arising due to unconscious or alleged functions. The licensor can also provide additional services related to the use of the service, such as technical support or consultations, on the conditions defined by this Agreement or individual agreements.

The Tapki.com service collects and aggregates exclusively open, public information about companies, access to which is not limited in accordance with the legislation of the Russian Federation.

 

Such data include, but they are not limited to information from state registers, such as the Unified State Register of Legal Entities (USRUL) and the Unified State Register of Individual Entrepreneurs (USRIP), official sites of companies, open statistical and analytical platforms, as well as other well -known information.

 

Such clarification is fundamental for the legal validity of the service. It confirms that the Tapki.com service is valid within the framework of the legal field regarding access to information and does not work with confidential or closed data. The licensee confirms that the use of such publicly available data for the purpose of competitive analysis does not violate the regime of commercial secrets.

 

The information constituting a commercial secret is characterized by the fact that they are unknown to third parties, there is no free access on them legally, and the owner of such information was introduced against them. Thus, the data aggregated by the service cannot be a commercial secret, which reduces the risks of claims related to unauthorized access to sensitive information.

The licensor provides data “as is” (as is), that is, in the form in which they were obtained from open sources, without any guarantees of accuracy, completeness, relevance, reliability or suitability for the specific goals of the licensee.

 

The licensor is not responsible for any losses, damage, missed benefits or other harm that arose from the Licensee as a result of the use of data, their inaccuracies, incompleteness, inactiveness or inaccuracy.

 

This provision on AS IS is a critically important legal protection tool for the TAPKI.com service, since the data is aggregated from external, public sources. Unlike guarantees of software functionality, guarantees of absolute accuracy or completeness of aggregated data are almost impossible and legally risky.

 

The licensee is aware and agree that the data may contain errors, inaccuracies or to be incomplete, since their quality directly depends on the initial public sources. The licensee assumes all the risks associated with the use of this data for his business targets.

 

Although Article 431.2 of the Civil Code of the Russian Federation provides for liability for false assurances of circumstances relevant to the conclusion or execution of the contract, this provision in the context of the Tapki.com service is not applicable. The service directly refuses any assurances regarding accuracy or completeness of data.

 

The service provides access to data in the form in which they exist in public sources, and does not guarantee their impeccability. This difference is crucial for the legal applicability and protection of a licensor, since the risk associated with the possible shortcomings of publicly obtained data is transferred to the user who is responsible for his own verification when using information.

The licensee has the right to use the data received exclusively for his own domestic businesses. This includes, but not limited, analysis of competitors, marketing research, strategic planning, internal analytics and other legal activities that are not related to their resale or distribution.

 

Any reproduction, distribution, reselling, sublocketing, transferring or other commercial use of data to third parties without prior written consent of the licensor is strictly prohibited.

 

The restriction of the ability of the licensee to redistribute or resell aggregated data is fundamental to protect the business model of the TAPKI.com service and its intellectual property. Without such a situation, users could become direct competitors, simply reselling the data received from the service. This item legally protects licensor's rights to an aggregated set of data and provides long -term vitality of the TAPKI.com service, preventing unauthorized commercial operation of data from users.

The licensor, in the process of providing access to the service and its use, collects and processing personal data of licenses (individuals and representatives of legal entities). Personal data processing is carried out in strict accordance with the Federal Law of July 27, 2006 No. 152-ФЗ "On Personal Data" (hereinafter-FZ-152).

 

The licensor is the operator of personal data of his licensists, as he collects and processes information related to a specific or determined individual, such as the name, name, patronymic, address, telephone, email address.

 

To ensure the legality of the processing of personal data, the license is obliged:

 

 

It is important to distinguish between data on companies that the TAPKI.com service aggregates, and personal data of its own users, which the licensor processes as the operator. Although data on companies can accidentally contain some personal data (for example, the name of the director from the Unified State Register of Legal Entities), the main obligation of the licensor for FZ-152 arises from his role of the personal data operator of his own users.

 

Thus, this Agreement regulates relations to provide access to the service, while issues regarding the collection, storage and processing of personal data of licenses are regulated by a separate confidentiality policy, which is an integral part of the service and the service posted on the website.

The acceptance of this offer and, accordingly, the conclusion of an agreement between the Licensor and the Licensee is the commission by the Licensee of one of the following conventional actions:

 

 

The commission of any of these actions confirms the full and unconditional adoption by the licensee of all the terms of this Agreement without any exemptions or reservations. This means that the licensee got acquainted, agrees and completely accepts all the conditions of this referee agreement in the form in which they are presented.

The contract is considered concluded from the moment the licensee of the first of the actions specified in paragraph 4.1 of this Agreement specified in paragraph 4.1 of this agreement. In the case of payment of services, the moment of conclusion of the contract is the date of receipt of funds to the Licensor’s settlement account.

 

The determination of the exact moment of conclusion of the contract has legal significance, since from this moment mutual rights and obligations of the parties arise. This provides legal certainty in relations between the licensor and the licensee, setting a clear reference point to start the actions of contractual obligations.

The licensor agrees:

 

 

The license has the right:

 

The licensee undertakes:

 

 

The licensee has the right:

 

 

The balance of rights and obligations of the parties is designed to ensure fair and effective interaction. The duties of a licensor are focused on providing access to the functional service and its support, while the duties of the Licensee include timely payment and compliance with the rules of use, which is key to maintain the integrity and safety of the platform.

To obtain access to data on the TAPKI.com service, the licensee must go through the registration procedure on the service website. In the process of registration, the licensee provides the necessary information, such as the email address, name (for individuals) or the name of the organization and details (for legal entities).

 

After successful registration, the licensee provides authorization data (login and password) for access to the personal account. Authorization is carried out by entering these data on the service website.

Personal account is a personalized section of the service, which provides the Licensee with the following opportunities:

 

 

The personal account serves as a centralized tool for the interaction of the Licensee with the service, ensuring the convenience of managing services and access to information.

The licensee is fully responsible for the confidentiality and safety of his authorization data (login and password) used to access your personal account and service.

 

The licensee must take all reasonable measures to prevent unauthorized access of third parties to his accounting data.

 

In case of loss or reasonable suspicion of compromising accounting data, the licensee is obliged to immediately notify the licensor about it.

 

The license is not responsible for any damage incurred by the Licensee due to the loss or disclosure of his data necessary for access to the service. This situation emphasizes the importance of the user's active role in ensuring the security of his account.

The cost of the right to use the service is determined by the current tariffs of the licensor, relevant information about which is posted on the service website and/or in the personal account of the Licensee.

 

Tariffs may include various volumes of data provided, the functionality of the service and periods of use (for example, one -time access or regular subscription).

 

The licensor has the right to unilaterally change the cost of services by publishing new tariffs on the service website and/or in your personal account. Such changes, as a rule, come into force from the moment of their publication, unless otherwise indicated. At the same time, the changes do not apply to already paid periods of use of the service.

Payment for services under this Agreement is carried out in the manner of 100% prepayment. The licensee can pay in the following ways:

 

 

The moment of fulfillment by the licensee of payment duties is the date of receipt of funds in full at the settlement account of the licensor. In the case of partial payment, the funds are primarily to pay for the right to use the service, and the remaining part to pay for additional services, if any.

When making settlements for providing access to the TAPKI.com service, the license is obliged to comply with the requirements of the Federal Law of 05.22.2003 No. 54-FZ "On the application of cash registers in the implementation of settlements in the Russian Federation".

 

 

Thus, the need to use online cash desks for LLC Reform depends on the type of payer and the form of calculation. For individuals paying a bank card, the CCP is required, while it is not required for non -cash payments between legal entities.

The moment of fulfillment by the licensee of payment duties is the date of receipt of funds in full at the settlement account of the licensor.

 

This is a legally significant point from which the Licensor is considered to receive payment and begins to fulfill its obligations to provide access to the service.

For non -fulfillment or improper fulfillment of their obligations under this agreement, the parties are liable in accordance with the current legislation of the Russian Federation and the terms of this Agreement.

The licensor provides the service and data on the basis of "as is". The licensor is not responsible for the compliance of the service to the specific goals of the use of the Licensee. The licensee agrees that any software is not free from errors.

 

The licensor is not responsible for any indirect losses, missed benefits, loss of data, damage to any kind suffered by the Licensee, as well as for delays, interruptions or malfunctions of the service caused by non-missiles in the work of third-party software (web-browsers, operating systems), equipment (personal computers, network equipment) or communication channels that do not belong to the licensor and do not belong to the licensor and not under his control.

 

The licensor’s responsibility for non -fulfillment or improper fulfillment of obligations under this Agreement in any case is limited to the amount actually paid by the Licensee for the services of the service for the corresponding reporting period.

 

The licensor also is not responsible for violating the rights of third parties arising from the actions of the Licensee committed using the service. If the licensee processes personal data using the service, he is the personal data operator and is fully responsible for such processing in accordance with the legislation of the Russian Federation.

The licensee is responsible for the unlawful use of the service, violation of the intellectual rights of a licensor, as well as for any actions committed using his accounting data.

 

In the case of claims, claims or other claims from third parties or state bodies against the licensor in connection with the actions of the licensee, the licensee undertakes independently and at his own expense to resolve these claims and compensate the licensor for all incurred losses, including the amounts of fines and other sanctions.

The parties are exempted from liability for non-fulfillment or improper fulfillment of their obligations under this Agreement, if proper execution was impossible due to the circumstances of force majeure (force majeure).

 

Such circumstances include spontaneous disasters, accidents, fires, riots, strikes, military operations, unlawful actions of third parties, the entry into force of legislative acts, government decisions and orders of state bodies directly affecting the fulfillment of obligations.

The contract shall enter into force from the moment of acceptance of the offer by the Licensee (clause 4.2 of this Agreement) and is valid within the period paid by the Licensee of the Service (accounting period).

 

Unless otherwise provided by the chosen tariff, the contract may extend for the next period, provided that the licensee is timely payment.

Any of the parties has the right to unilaterally refuse to execute this Agreement, warning the other side in writing for a certain period (for example, 10 working days before the estimated date of one -way refusal).

 

In case of early termination of this agreement at the initiative of the Licensee or for other reasons provided for by the contract, the amount of prepayment paid for the unused period, as a rule, is not subject to return to the Licensee.

All disputes and disagreements that may arise from this agreement or in connection with it, the parties undertake to resolve through negotiations.

 

In the event of claims, the party whose rights are violated sends the other party a written claim. The term of consideration of the claim is usually 10 (ten) working days from the date of its receipt.

If disputes and disagreements cannot be resolved by negotiations and in pre -trial procedure, their consideration is transferred to the judicial authorities.

 

Disputes with the participation of legal entities are subject to consideration in the Arbitration Court of the city of St. Petersburg, Russia (at the location of the licensor). Disputes with the participation of individuals are subject to consideration in a court of general jurisdiction at the location of the licensor.