Terms of use
This Agreement is a public offer agreement and a public agreement in accordance with the provisions of Art. Art. 633, 634, 641 of the Civil Code of Ukraine, which is concluded between Chat Space ("Licensor") and an individual or legal entity ("Licensee") who / who receives and uses the Software in accordance with this Agreement in terms of payment of remuneration according to the selected Tariff or in free access mode (for the duration of the test period).
The terms of the Agreement are the same for all licensees, their unconditional acceptance of the conditions (acceptance) of which, in accordance with Article 642 of the Civil Code of Ukraine, is considered acceptance of this Agreement and is evidenced by the fact of its conclusion by registering on Chat Space (by obtaining an account or by creating an account) on the Internet at www.chat-space.ai
1. Preamble
Insofar as the Licensor has developed (independently or jointly with third parties) the Software (as defined below), which pursuant to Art. Art. 420 and 433 of the Civil Code of Ukraine and Art. 8, 11 of the Law of Ukraine "On Copyright and Related Rights" is an object of copyright;
Since according to Part 3 of Art. 15 of the Law of Ukraine "On Copyright and Related Rights" the list of ways to use the copyright object by a third party with the consent of the Licensor is not exhaustive, but according to Part 2 of Art. 15 of the Law of Ukraine "On Copyright and Related Rights" the exclusive right to use an object of copyright provides for the possibility of its use in any form and in any way, and, accordingly, the Licensor has the right to grant third parties the right to use the software by providing access to it as provided for in this Agreement;
Since according to clause 5 of part 1 of Art. 1107 of the Civil Code of Ukraine, the disposal of intellectual property rights may, among other things, be carried out on the basis of other agreements on the disposal of intellectual property rights in addition to those provided for in paragraphs. 1-4 h. 1 of the specified article; Insofar as the Licensee wishes to gain access to the Software for use for the purposes, in the manner and on the terms provided for in this Agreement;
Entered into a licensing agreement ("Agreement") as follows:
2. Terms and definitions
2.1. Software is a computer program (in the understanding of the Law of Ukraine "On Copyright and Related Rights"), as well as the functions it performs, an online service called Chat Space, located on the Licensor's hardware and software complex, access to which is carried out with the help of the site (located on the Internet at the address: www.chat-space.ai) and is used for the permitted purposes ("Software" or "Software").
2.2. The permitted purposes of using the software and providing access to the software under this Agreement are:
2.2.1. Creation by the Licensee through the use of the software of conditions for improving the work of the Licensee, as well as subscription services for the Software, in the manner and under the conditions that the Licensor may make at his own discretion and in accordance with the terms of this Agreement.
2.2.2. Creation by the Licensee using the software of commercially valuable information used in its own interests or provided by the Licensee to its customers for a fee.
For the avoidance of misunderstanding, this provision should in no way be interpreted as granting the Licensee the right to issue sub-licenses for the software.
2.3. Website - the Licensor's Internet resource located on the Internet at the address: [https: // www.chat-space.ai], with the help of which access to the Software is provided, which also contains information about the Software, Tariffs and Fees for providing access to The software serves as an official means of informing the licensee about changes and additions to the software by posting relevant information on the Site in the cases provided for by this Agreement. The Licensor guarantees that it has all the rights to the Site necessary to fulfill its obligations under the Agreement.
2.4. Licensor - Chat Space, which is the owner of all exclusive intellectual property rights to the software known at the time of the conclusion of the License Agreement, and which has the authority to provide access to the Software under the Agreement.
2.5. Licensee - an individual or legal entity to whom the Licensor grants a license under the terms and conditions stipulated by the Agreement.
2.6. A license agreement is an agreement, all Appendices to it, and containing the basic conditions on which the Licensor undertakes to provide the Licensee with the License.
2.7. License - a non-exclusive line right to use the software provided by the Licensor to the Licensee under the terms of this Agreement.
2.8. Remuneration - monetary compensation of the Licensee to the Licensor for the provision of a license.
2.9. Client - an individual or legal entity, an individual entrepreneur or any Third Party, on behalf of and (or) in whose interests the Licensee uses the Software in accordance with this Agreement.
2.10. Basic technical support for the software - support on the functionality of the software is provided by the Licensor's specialists via a dedicated line of the service for receiving and resolving technical inquiries (telegrams: @ chat-space.ai). The cost of basic software technical support services under this Agreement is included in the remuneration and is not subject to separate payment.
2.11. Third parties - any individuals, individual entrepreneurs and legal entities that are not Parties to this Agreement.
2.12. Licensee's account is an account, structure of specific data, information, collectively related to a single piece of software and which are individualized by the credentials provided by the Licensee to the Licensor upon registration or receipt of an account.
2.13. Tariff - the amount of remuneration for granting a license, which is determined by the scope of the software's functional characteristics and the term of granting the license. Up-to-date information about the Tariffs is available on the Site.
2.14. Application - a letter or any other method containing the licensee's intention to obtain a license and information about the selected Tariff, is sent by the Licensee to the Licensor and is generated automatically on the Site using the software by pressing the Licensee's button "Get Account".
3. Subject of the contract
3.1. Under this Agreement, the Licensor grants the Licensee a non-exclusive right to use the software on the terms and conditions stipulated in this Agreement, its Appendices, and in accordance with the selected Tariff, and the Licensee undertakes to pay the Licensor the Remuneration in a timely manner and in full and to use the Software on the terms provided for in this Agreement and attachments to it.
3.2. The license, according to this Agreement, includes the possibility of personal use of the software, which provides for the ability to carry out any actions related to the functioning of the software in accordance with its purpose, namely:
3.2.1. remotely access the software using the Internet;
3.2.2. access the software, as well as information that is generated as a result of operating the software, in order to use the software functionality;
3.2.3. use the results data as you see fit, but in accordance with the permitted purpose.
The Software is provided to the Licensee on an “as is” basis without any warranty of any kind, including the software's compliance with the Client's expectations and the use or non-use of this right during the license validity period.
3.3. Access to the software can only be carried out by the Licensee on the basis of a created account or obtaining an account.
3.4. For the avoidance of doubt and other interpretation, this Agreement does not provide for the alienation of the exclusive right. The granting of the right to use on the terms of an exclusive license for any results of intellectual activity belongs to the Licensor. The provisions of this Agreement do not limit the Licensor's rights to use and dispose of the software at his choice and discretion, including the right to provide access to data to third parties.
3.5. Full or partial access to software functionality:
3.5.1. Trial period. After registering and creating an Account or receiving an account, the Licensee receives free of charge full or partial access to the functionality of the software for a period of 7 (seven) calendar days (inclusive) from the moment of creating an account or receiving an account.
After the trial period expires, the Licensee has the right to use the software in accordance with the selected Tariff.
3.5.2. Tariffs:
3.5.2.1. "Basic" 1 day": Acquisition of a "Basic" license for a period of 1 (one) calendar day. The term starts from the moment of receiving the reward according to the Tariff and ends at 11:59:59 the next day
3.6. Restricting access to software functionality:
Upon the expiration of the trial period or in conditions of not receiving remuneration to the Licensor within the timeframes specified in clause 7.2. Of the Agreement, the Licensee receives restrictions on access to the system, in which any functionality of the software is unavailable.
3.7. The territory of the lawful use of the software under this Agreement is the territory of Ukraine; at the same time, at the request of the Licensee, the Software can be legally used throughout the world. At the same time, the Parties to the Agreement are guided by Ukrainian legislation, and all risks of using the software outside the territory of Ukraine are the risks of the Licensee, and the Licensor is not responsible for the Licensee's failure to comply with foreign legislation.
3.8. The license is granted for the period specified on the website www.chat-space.ai in accordance with this agreement.
4. Software delivery
4.1. The parties agreed that the provision of the License to the Licensee in accordance with this Agreement is the delivery of software products in the meaning of paragraph 26-1 of subsection 2 of section XX "Transitional Provisions" of the Tax Code of Ukraine. In this case, software is understood as software as a result of computer programming in the form of an online service and access to it.
4.2. The delivery of software products is carried out by providing the Licensee with access to the software using the Internet.
4.3. To gain access to the Software, the Licensee undertakes to apply for access following the procedure for obtaining access, which is established on the Site. After completing the application on the site, the licensee receives a password and an account for access to the software. By clicking the "Get Account" button, the Licensee agrees to the terms of the Agreement, the Privacy Policy and gets access for authorization. After authorization, the Licensee acquires the ability to use the software (Chat Space).
5. Access to software
5.1. Access to the Software by the Licensee is provided continuously in the following way:
5.1.1. during the term of the license, the Licensee has access to full or partial functionality (Chat Space) using an account or cabinet;
6. Rights and obligations of the parties
6.1. Rights and obligations of the Licensor:
6.1.1. The Licensor has the right to dispose of the Software, transfer the rights of access to the Software to third parties, independently use the Software in any form and in any way at its discretion;
6.1.2. The Licensor has the right to receive Remuneration for the Software Licenses granted to the Licensee in accordance with the terms of this Agreement, and also has the right to amend the Tariffs and set new tariffs;
6.1.3. The licensor has the right to update the content, functionality of the software, as well as the user interface at any time in its sole discretion. The Licensor is not liable to the Licensee for software modifications. The Licensor has the right to inform the Licensee about some of the modifications carried out by publishing an announcement on the Site, in the software / site interface and / or by e-mail to the licensee's address specified when gaining access to the Software, as well as in any other possible way;
6.1.4. The licensor has the right to enter, edit and delete any information at its discretion, including data that is analyzed (processed) by the software;
6.1.5. The Licensor has the right to conduct technological breaks in the availability of the software, which are considered as using the software in a regular mode and is not a basis for recalculating the fees paid by the Licensee. Technological breaks can also be carried out to update the software functionality.
6.1.6. The licensor makes compensations in favor of the licensee exclusively in the manner prescribed by the Agreement. The licensor reserves the exclusive right to qualify the feature of the software as a defect (error, defect, etc.), as well as to carry out one of the following actions: adjust the feature of the software or recognize the feature of the software as one that cannot be changed.
6.1.7. The Licensor has the right to terminate the access of the Licensor and other persons to the software in case of violation of the legislation of Ukraine or the terms of this Agreement;
6.1.8. The Licensor undertakes to transfer the Software License to the Licensee in the manner and within the terms established by this Agreement and its Appendix;
6.1.9. The Licensor undertakes to refrain from any actions that may hinder the Licensee's exercise of the right to access the Software granted to him during the validity period of the issued license;
6.1.10. The Licensor undertakes to provide the Licensee with Basic technical support for the Software;
6.1.11. The Licensor is not responsible for the unauthorized use of the Licensee's account by third parties through the fault or negligence of the Licensee.
6.2. Rights and obligations of the Licensee:
6.2.1. The Licensee has the right to use the Software on the terms and within the limits stipulated by this Agreement and its Appendices, as well as within the framework of the legislation of Ukraine, without using the Software to violate the laws and rights of the Licensor, as well as third parties;
6.2.2. The Licensee undertakes not to transfer to third parties the parameters of access to the Software provided by the Licensor, including, but not limited to, the password for entering the Account; not to use them for purposes not permitted by this Agreement, including in a way that can lead to damage to the commercial interests and reputation of the Licensor;
6.2.3. The Licensee is solely responsible for the safety and confidentiality of his password and for losses that may arise due to unauthorized use of the Licensee's account. All actions performed using the Licensee's account are considered to have been performed by the Licensee. The Licensee is solely responsible to third parties for all actions performed using the Licensee's account, as well as the risk of possible adverse consequences for himself and the Licensor;
6.2.4. In case of loss and / or disclosure by the Licensee of the account (access to e-mail and / or password), the Licensee undertakes to inform the Licensor about this immediately;
6.2.5. The Licensee acknowledges and agrees that all intellectual property rights, including the exclusive intellectual property right to the software, trademark and other results of intellectual activity, including those posted on the Site, and the software functionality belong to the Licensor. The Licensee does not have the right to use the Software in ways not provided for by this Agreement and its Appendices;
6.2.6. The Licensee undertakes to accept the Licenses provided in accordance with this Agreement in the manner and for the period established by the Agreement;
6.2.7. The Licensee undertakes not to use any devices or computer programs to interfere with the normal functioning of the Site and software;
6.2.8. The Licensee undertakes not to enter into sublicense agreements and not to transfer the rights to the software in any other way, as well as not to assign or transfer the rights and obligations under this Agreement to third parties without the written consent of the Licensor;
6.2.9. The Licensee undertakes to pay the Licensor the Remuneration in the manner, in the amount and within the terms provided for in this Agreement;
6.2.10. By this, the Licensee confirms that he has become familiar with all the functional properties and characteristics of the software. The licensee bears the risk that the software does not meet its expectations, wishes and needs;
6.2.11. The Licensor is not liable for any losses incurred as a result of improper use or inability to use the software that arose through the fault or negligence of the Licensee. The licensee agrees that in order to use the software, he must have access to the Internet and a speed of data transmission over the Internet channel that is acceptable for the software to work (at least 10 MB / s);
6.2.12. The licensee undertakes not to perform the following actions:
6.2.12.1. copy the software or any part of it;
6.2.12.2. modify the software or any part of it;
6.2.12.3. decompile ("to decompile") or otherwise transform the software into the source code or any part of it;
6.2.12.4. disclose in any other way any source code of the software;
6.5.12.5. modify the software in any way or in any form;
6.2.12.6. use unauthorized modified versions of the software, including, but not limited to, creating similar products and / or competitive services or gaining unauthorized access to the software;
6.2.12.7. modify (rework) the software in any way - modification (processing) means any change in the software, including translation from one language into another language;
6.2.12.8. perform actions related to the "cloning" of Accounts (to create duplicate accounts using multiple email addresses), falsify your IP address;
6.2.12.9. take actions aimed at disrupting the functioning of the software;
6.2.12.10. take actions aimed at gaining access to the data of other software users;
6.2.12.11. provide access to the software to third parties from the licensee. Any transfer (assignment) by the Licensee to another person can be made only with the written consent of the Licensor;
6.2.12.12. transfer the parameters of access to the account, including, but not limited to, the password to third parties;
6.2.12.13. give permissions to use, rent, sell, lease, transfer rights, distribute, provide hosting, disclose or make the software available to any third parties, including but not limited to creating Internet links to the software hosting site, including the Licensee's connection information to the Software, including, but not limited to, usernames, passwords, cookies, and / or “mirroring” or “wrapping” any part of the Software;
6.2.13. The Licensee warrants that neither the Licensee nor persons acting on behalf of the Licensee will use the Software to induce, in any form, the Licensor's clients to use competitive computer programs and services, including online services;
6.2.14. The licensee undertakes not to use the software and information obtained as a result of using the software for activities prohibited by the legislation of Ukraine.
6.2.15. The licensee must necessarily consult with a specialist in the field of law before using any information and make any decisions based on it at his own peril and risk;
7. Remuneration of the Licensor and settlement procedure
7.1. The amount of the Licensor's remuneration for granting the right to use the Software is determined in accordance with the Tariff chosen by the Licensee. The amount of remuneration for granting the right to use the software (license) at the appropriate rates is indicated on the Licensor's Website in the appropriate section.
7.2. The Licensee undertakes to pay a 100% advance payment to the Licensor for 1 day of use. Funds paid in this case are subject to return upon the consent of the Parties on the basis of an additional agreement signed by the Parties.
7.3. The remuneration under this Agreement is carried out in dollars by transferring to the Licensor's settlement account at the rate that the Licensor will indicate at the time of payment. Payment obligations are considered fulfilled from the date of receipt of funds to the Licensor's settlement account. Each Party independently and at its own expense pays commission fees, all necessary bank payments when making settlements under the Agreement.
7.4. The amount and procedure for payment of remuneration can be changed by the Licensor. Information about the change in the amount and terms of payment of the remuneration is sent to the Licensee in any way, do not exclude e-mail no later than 24 (twenty four) hours before the new terms come into effect. Information about new tariffs is also posted by the Licensor on the Site.
7.5. The new conditions for the amount and procedure for payment of remuneration apply only to the License that has not been paid by the Licensee at the time of the introduction of the new payment terms.
8. Liability of the parties
8.1. For non-fulfillment or improper fulfillment of obligations under this Agreement, the Parties shall be liable in accordance with this Agreement, its annexes, in the part not regulated by the Agreement and its Appendices, in accordance with the legislation of Ukraine.
8.2. The licensor has the right to suspend the license (close full access to the software and provide limited access to the software, as specified in clause 3.6.) In case of violation of the payment terms under this Agreement and applications. In this context, this does not mean termination of the contract and its annexes, but is a counter-default in accordance with Part 3 of Art. 538 of the Civil Code of Ukraine.
8.3. The licensor is under no circumstances responsible for:
8.3.1. any negative consequences that are a direct or indirect result of the actions / inaction of the Licensee and / or third parties on the part of the Licensee;
8.3.2. any consequential losses and / or lost profits of the Licensee and / or third parties on the part of the Licensee, regardless of whether the Licensor could have foreseen the possibility of such losses or not.
8.4. To the extent permitted by applicable law, the aggregate amount of the Licensor's liability under this Agreement, including the amount of penalties (penalties, forfeit), interest and / or damages, for any claim or claim is limited to the amount of remuneration under the Agreement paid by the Licensee to the Licensor in accordance with this Agreement. This provision is essential for the Parties.
8.5. In the event of violations of the law and in the presence of appropriate orders from law enforcement and other authorized state bodies and officials, the Licensor reserves the right to suspend the Licensee's access to the software by sending the Licensee an appropriate written notification of the violations identified with the requirement to eliminate them. If the Licensee does not eliminate the violations within the time period specified in the message, the Licensor has the right to delete the Licensee's account without recalculating the Licensor's remuneration and reimbursing the Licensee for any losses.
8.6. In case of violation by the Licensee of any of the provisions of this Agreement and / or violation of the legislation of Ukraine when using the software, the Licensor has the right to unilaterally and extrajudicially suspend access to the software until the Licensee eliminates such violations, or terminate this Agreement by notifying the Licensee from the date specified in such a message , without recalculating the remuneration of the Licensor and without compensating the Licensee for any losses.
8.7. The Licensor undertakes to reimburse the losses provided for in the Agreement in the event of penalties by a court decision in case of a third party's claims that the use of the software violates its patent, copyright, trademark rights or misappropriates its trade secret in the Ukrainian jurisdiction, where the rights to Software and other intellectual property objects are subject to protection.
8.8. The licensee is responsible for any violations of legislation, including legislation on the protection of personal data, and the rights of third parties in the event that they, its users, when using the functionality of the software, violated the requirements for the protection of personal data, copyright, related rights of third parties, unauthorized use of marks for goods and services, brand names, other means of individualization. At the same time, if the Licensor receives claims, lawsuits and / or orders to pay penalties from government bodies and / or third parties related to improper use of the software, the Licensee will independently and at his own expense settle these claims or if such settlement is impossible. , will reimburse the Licensor for losses incurred in connection with this.
8.9. The licensee is responsible for any information or other content (including data files, texts, video, audio, as well as other files and images) obtained when using the software that he, his users transfer to or receive from third parties, and also for all consequences of using the Software (including any losses that the Licensee, Licensor and third parties may incur).
9. Limitation of Licensor's Liability
9.1. As stated in clause 2 of the Agreement, the Software is provided on an "as is" basis, that is, without any guarantee of any kind, including the absence of guarantees of its suitability for use for a specific purpose by the Licensee, guarantees of quality and performance, compliance of the software functionality with the purpose and expectations of the Licensee
9.2. The licensor is not responsible for the quality and functional features of the software, both explicit and predictable.
9.3. The Licensor is not liable to the Licensee, its customers or third parties for direct or indirect damage, lost profits, other losses that may be associated with the use of the software, including, but not limited to, possible interruptions in work, incompatibility of equipment, the need to change configuration, business interruption.
9.4. According to the terms of this agreement, the Licensor does not control the information and content that is located, transmitted, stored by the Licensee, his clients and third parties on the part of the licensee using the software and, therefore, does not guarantee their accuracy, completeness, quality and does not bear any responsibility for their content.
9.5. The Licensor is liable for a culpable violation of its obligations under this Agreement and the maximum amount of the Licensor's liability cannot exceed the amount paid by the Licensee of the remuneration for the month in which the specified violation was committed.
10. Rights to the results of intellectual activity
10.1. All exclusive intellectual property rights to the Software, the Software Site, including design elements, text, graphics, illustrations and other objects posted on the Site, as well as components and their elements, information, belong exclusively to the Licensor.
11. Force majeure circumstances
11.1. The parties are exempt from liability for late fulfillment or non-fulfillment of obligations caused by force majeure circumstances, fire or other accidents, natural disasters, epidemics, strikes, hostilities or other disturbances, as well as laws, regulations or requirements of state bodies and departments.
11.2. The Party referring to the force majeure circumstances must immediately after the occurrence of such circumstances, no later than 30 (thirty) calendar days, notify the other Party in writing of their beginning, indicating the nature of the circumstances, the expected duration of their action and the degree to which they interfered with the fulfillment such Party of obligations under this Agreement, as well as provide a document of the competent authority on force majeure.
11.3. A document issued by the relevant competent authority is sufficient confirmation of the existence and duration of force majeure.
11.4. In the event of the occurrence of the circumstances provided for in paragraph 11.1. of this Agreement, the deadline for fulfilling obligations under this Agreement shall be postponed in proportion to the time during which such circumstances and / or their consequences operate.
12. Confidentiality
12.1. The Parties undertake not to disclose confidential information and not to use it, except for the fulfillment of obligations under this Agreement. The party to which the confidential information is provided undertakes to take measures to protect it not less than the measures taken by it to protect its own confidential information and / or provided for in this agreement (whichever is more stringent).
12.2. Confidential information is considered to be information received as part of the implementation of this Agreement and contains, among other things, information protected by law, or information that, at the time of its transfer, by the Party that transmits it, is marked with the heading "Confidential" or "Strictly confidential" with the full name and the addresses of the location of its owner, as well as keywords, names of topics, their settings and content, formed when using the services of the Licensor.
12.3. The party that allowed the disclosure of confidential information or failed to comply with other requirements to ensure its confidentiality is liable in accordance with the legislation of Ukraine.
12.4. Confidential information can be provided to the competent state authorities in the cases and in the manner prescribed by the current legislation, which does not entail liability for its disclosure.
12.5. The processing of the personal data of the Licensee is carried out on the basis of the current legislation of Ukraine and in accordance with the consent to the processing of personal data in accordance with the Privacy Policy.
12.6. The obligations of the Parties set forth in this section are valid during the term of this Agreement and 3 (three) years after its termination, unless otherwise agreed by the Parties and provided in the Privacy Policy.
13. Governing Law and Dispute Resolution Procedure
13.1. The application and interpretation of this Agreement, including the Appendices and all related issues, is governed by the legislation of Ukraine. Any claims or legal proceedings arising on the subject of the Agreement or in connection with it (or in connection with the provision of access to the software) are considered by the courts of Ukraine in accordance with the rules of jurisdiction established by procedural legislation.
14. Duration of the contract
14.1. This Agreement enters into force from the moment of its acceptance by the Licensee and is valid until its termination at the request of one of the Parties, or until the fulfillment of all obligations of the Parties under the Agreement and its Appendices.
14.2. Either Party has the right to terminate this Agreement and its Appendices unilaterally by notifying the other Party at least 24 (twenty four) hours prior to the expected date of termination of the Agreement. The termination message is sent to the Telegram app at (@ chat-space.ai). The Licensor can inform the Licensee about the termination of the Agreement using the functionality of the Site and software.
15. Final provisions
15.1. Suspension of the use of the Software does not entail termination of the Agreement.
15.2. Unless otherwise specified in this Agreement, the exchange of information (materials) between the Parties under this Agreement is carried out in the Telegram or Skype application mode.
15.3. In all other respects that are not provided for by this Agreement and its Appendices, the Parties are guided by the legislation of Ukraine.
