of concluding a license agreement
of concluding a license agreement
This License Agreement (Agreement) is considered to be made effective in the city of Kyiv, Ukraine, dated [Date] (“Effective Date”), by and between:
AI Helps LLC, legal entity registered under the law of Ukraine, register number 37641284, registered in Ukraine; Bank Data: 26002052763343, “Pryvat Bank”, Ukraine;
represented by Adam Golovenko, CEO (hereinafter – “Licensor”),
Natural person [Contact name], citizen of [Contact country], as the person having obviously read and accepted the Terms and Conditions of the present License Agreement published on the website https://AIHelps.com/ (hereinafter – Website) as the Public Offer (hereinafter – “Licensee”).
1. TERMS USED IN THIS AGREEMENT
1.1. In view of this Agreement the following terms are used in the following meaning:
– Parties are Licensor and Licensee jointly while each of them individually is a Party.
– Software is totality of computer programs and their parts recorded on a physical medium (incl. electronic form).
– AIHelps is an online platform providing access to software products and services devoted to support small business management in the beauty and health industries (e.g. dentistry, fitness clubs, beauty salons), located at the Website. AIHelps is developed, owned and provided by the Licensor and located on Licensor’s server. AIHelps can be accessed and used by operating various systems and devices of digital access. AIHelps includes software devoted to support small business management mainly through databases administration, written by AIHelps, including, but not limited to, Website support software, AIHelps documentation, databases and/or all other files included in the AIHelps total software package as well as certain features that allow Licensee to access the Software and Databases. AIHelps Software can be used through either downloading of Software client onto Licensee’s hardware (the client installing), or registering online on the Website and further use of remote access. Any basic modules and other integrated parts, including program components, of AIHelps are not independent software being subject to Licensor’s intellectual property rights – so that those can be used under Licensor’s license only.
– Sub-Licensee all the natural persons granted with AIHelps access and rights of use by Licensee by generating and granting them personally registration data necessary to use the same Databases of AIHelps created by Licensee. Those natural persons may not be granted any rights outside those licensed to Licensee hereunder or on the fee paid or any other trade basis.
– Business Entity is either Licensee itself or any entrepreneur or legal entity conducting its business activity in the sphere of the beauty and health industries (e.g. dentistry, fitness clubs, beauty salons) duly and lawfully represented by Licensee, namely beauty salon/fitness club/dentistry] “[Company name]”, located at [Company country], id code [Company ID] administrating and operating the following [Select program plural:beauty salon/beauty salons/fitness club/fitness clubs/dentistry/dentistry]: [Institutions]. Hereinafter the term Licensee shall include the Term Business Entity unless it is strictly stated otherwise in the text below.
– Database is a separate collection of certain data inserted, operated, amended and used by Licensee into the AIHelps. Database or any quantity of databases is an integral part of AIHelps. Licensee’s Databases may be stored on Licensee’s hardware or server (Self-hosted version) or AIHelps Server (Cloud-based version), at Licensee’s choice. Different volume of rights and warranties concerning Databases use may be granted depending on the manner of Databases’ storage.
• Additional Services are describing any additional Licensor’s services for Licensee including but not limited to: product development, design, coding etc. As usual is subject to separate agreement between Parties that can be annex hereto.
2. OBJECT OF THE AGREEMENT
2.1. Licensor provides non-exclusive proprietary intellectual property rights (license) on the AIHelps, being a computer program operating as online platform, for use for remuneration and Licensee acquires the rights granted by Licensor and undertakes to pay for them under conditions of this Agreement.
2.2. Intellectual property rights to AIHelps which are to be non-exclusively granted / licensed to Licensee under the Agreement, do not depend on client or remote access use, unless it is strictly provided herein, but include and are limited by the following rights:
– the right of Licensee to use AIHelps at its sole discretion and at its own risk under the Agreement excluding the right to decompile, separate, change or modify source code, program code, program components of AIHelps and also the whole AIHelps as an integral software, delete AIHelps partially or in general, unless the prior written permission of Licensor for such conduct is obtained, and nevertheless is not limited in its right to amend, change, modify, delete the Databases, created by Licensee or its Sub-Licensees, if any, when using AIHelps;
– the right to use AIHelps in any way it can be used under this Agreement by complying with all applicable standards, licenses and requirements of existing legislation of Ukraine as well as refrain from placing of information and objects (including links to them) that may infringe the rights and interests of third parties. That obligation spreads also on the usage of the Licensee’s and / or Business Entity’s website by Licensee, Business Entity or any third parties, and implementing of such websites’ rules of use by third parties;
– the right to use all the functions and capabilities of AIHelps acquired hereunder, in its own or Business Entity’s business activities and in business and any other activities of third parties;
– the right to submit software for the public audience in a way that Licensee’s representatives can access the software from any place and at any time of their choice, including through the Internet, etc.;
– the right to include Databases from AIHelps, if technically possible, to any other objects of intellectual property rights, which are owned and will belong to the Licensee or the Business Entity only and will be used by the Licensee or Business Entity in its own business activity, except in any form of alienation of such object of intellectual property rights or namely the rights thereto, unless the Parties jointly agree otherwise in writing;
– the right to prohibit others, except the Licensor and except the ones, licensed or in other way authorized by the Licensor, to use the AIHelps on the terms of using it in any form, by any number of users in any way;
– the right to generate registration data (login and password) to get access to AIHelps for Licensee and Sub-Licensees.
Specifically, Parties acknowledge that, while client access is used, AIHelps updates may occur incorrectly or with a delay – out of any Party’s control. So that, those facts as well as bugs and errors related to them shall not be considered to be breaches of the Agreement or Licensor’s warranties hereunder.
2.2.1. In case Licensee uses Cloud-based version of AIHelps it shall additionally have the following rights:
– the right to have administrative access to Licensee’s Databases in AIHelps;
– the right to use AIHelps of the latest version including all the updates of AIHelps, if any updates are provided and published by Licensor;
– to get hosting of AIHelps on Licensor’s resources as Additional Service hereunder with payment therefor included in the payment amount stipulated herein.
2.2.2. In case Licensee uses Self-hosted version of AIHelps it shall additionally have the following rights:
– set up the Databases of AIHelps on the computer device or server space of Licensee or Business Entity and have the same administrative access to them as for Cloud-based version, but so as not to violate the rights and interests of Licensor;
– uninstall and/or delete Databases from computer device or server space of Licensee or Business Entity with no right to further request the backup data from Licensor.
2.3. Intellectual property rights to AIHelps have been and shall be, if necessary, acquired by Licensor in result of employee work / work for hire, all rights reserved.
By granting non-exclusive intellectual property rights to AIHelps under this Agreement Licensor ensures Licensee and warrants the following:
3.1. Licensor is the only owner of exclusive proprietary intellectual property rights to AIHelps or has obtained all necessary rights, permits and accepts from authors or other owners of such intellectual property rights to conclude the Agreement.
3.2. Exclusive intellectual property rights to AIHelps, as on the Effective Date, are not pledged, are not an object of court dispute or claims of third parties.
3.3. Nothing in the Agreement means that the Licensee is granted the property rights to AIHelps or exclusive intellectual proprietary rights to AIHelps or any other rights, which are not expressly provided for in paragraph 2.2. of the Agreement.
3.4. During the term of the Agreement Licensor will provide Additional Services in accordance with characteristics listed on Licensor’s website or in a separate agreement.
3.5. For the Self-hosted version Licensor cannot guarantee any proper functionality of AIHelps or Databases (stored on the Licensee’s hardware) after those are successfully set up.
3.6. Licensor in any case does not guarantee absolutely exact fulfilment of all wishes of Licensee when using AIHelps and his expectations from such use.
3.7. Except for the warranties expressly set forth in Agreement, Licensor makes no other express or implied warranties under the Agreement and expressly disclaims any warranties or conditions regarding AIHelps’ or Additional Services’ compliance with Licensee’s or Business Entity’s particular purpose, or applicability of AIHelps for any purpose and objectives. Neither shall Licensor make any warranties that AIHelps and its features are consistent with Licensee’s or any third party’s expectations or preferences.
3.8. AIHelps is provided and used hereunder “as is” – hence in no case it can be considered faulty, wrongly described, or different from the sample shown by Licensor or seen by Licensee anywhere. So that efficiency and functionality of AIHelps in no case means efficiency of its tools, modules, Databases and other integral parts, methods and algorithms separately from AIHelps or its complete correspondence to the purposes Licensee or Business Entity may consider necessary or important.
3.9. Except for provisions of p.p. 4.1.2., 4.4.7. and 4.5.4. hereof nothing in this Agreement warrants either Party the right to use trade names, trademarks, domain names and other distinctive marks of the other Party. Such rights may be granted only upon written agreement with the corresponding Party. Irrespective to the abovementioned Licensee is obliged to mention (by the way of placing Licensor’s brand name and reference to Licensor’s website in the following form: “All rights reserved. LLC AIHelps, https://AIHelps.com/”) Licensor as the owner and provider of intellectual property rights to AIHelps on its web-resources where AIHelps is used through its Cloud-based version or stored through its Self-hosted version.
3.10. Parties acknowledge that all relations, obligations between Licensee and its customers or persons mentioned in any Database are beyond the scope of the Agreement and only Licensee will be responsible for all and any responds to its Customers’ inquiries.
3.11. Non-exclusive intellectual property rights to AIHelps, which are the object of the Agreement, shall be considered as granted by the Licensor and acquired by the Licensee from the Effective Date this Agreement is signed and for the whole period of the Agreement validity. Parties agree that there is no need of signing of the rights acceptance certificate.
4. RIGHTS AND OBLIGATIONS OF THE PARTIES
4.1. Licensor is entitled to:
4.1.1. Receive payments for AIHelps use as it is specified in this Agreement.
4.1.2. Use in marketing materials brand’s name of Licensee as a customer of Licensor’s services including but not limited to: news, publications, web & print. Publish on own websites links to Licensee’s websites and other resources using AIHelps.
4.1.3. Request Licensee to publish a link to the Website at Licensee’s websites and other resources using AIHelps.
4.2. Licensor is obliged to:
4.2.1. Grant the Licensee non-exclusive intellectual property rights to AIHelps under the terms and to the extent, specified in the Agreement, free of any claims of third parties.
4.2.2. In future provide to the Licensee any upgrades or newest versions of AIHelps, should any of them be published.
4.2.3. By the request of Licensee, under a separate agreement and for additional cost provide Licensee with the extended technical support during operating AIHelps.
4.2.4. Provide hosting services for Licensee only in accordance with the terms published on the Licensor’s Website, if Licensee chooses to use Cloud-based version of AIHelps.
4.2.5. Provide consulting assistance to the Licensee for setting-up of Cloud-based version AIHelps by Licensee web site, or set up AIHelps for additional fee if Licensee chooses to use Self-hosted version of AIHelps.
4.3. Licensee is not entitled to:
4.3.1. Sell or in any other from alienate the copy of AIHelps or any modules of AIHelps to third parties.
4.3.2. Grant the copy of AIHelps to third parties in any form, except as agreed by Licensor under paragraph 2.2. hereof.
4.4. Licensee is entitled to:
4.4.1. Develop and publish own products using AIHelps or Databases.
4.4.2. Use AIHelps at its own risk.
4.4.3. Choose the version of AIHelps use: Self-hosted or Cloud-based, – namely choosing the place for the Database storage (between Licensor’s server and Licensee’s server or hardware).
4.4.4. Get administrative access the AIHelps, if Licensee chooses to use Cloud-based version of AIHelps.
4.4.5. Administrate and operate copy of AIHelps and Databases on the Licensee’s server or hardware by itself, if Licensee chooses to use Self-hosted version of AIHelps. But in no case in the way damaging Licensor’s or any third party’s rights and interests.
4.4.6. In the case of claims, petitions, lawsuits against Licensor in connection with any use of AIHelps by Licensee, Business Entity, Sub-Licensees or material right thereto granted by this Agreement – represent the interests of Licensor in front of such claimants, plaintiffs, as well as enter into relationship instead of the Licensor relating to such claims, statements, actions, and to reimburse to Licensor all expenses and damages it incurred or may incur in connection with such events upon receipt from Licensor of a prove of such expenses incurred or to be ex-facte incurred.
4.4.7. Use in Licensee’s marketing materials brand name of Licensor as an AIHelps supplier and AIHelps logo including but not limited by using in: news, publications, web & print.
4.5. Licensee is obliged to:
4.5.1. pay the fee to Licensor as specified in this Agreement;
4.5.2. refrain from providing, transferring and alienating in any way the property rights granted to Licensee under the Agreement unless it is strictly provided otherwise herein;
4.5.3. use AIHelps and property rights to AIHelps exclusively within the rights granted to Licensee as specified in the paragraph 2.2. of the Agreement;
4.5.4. publish a link to the Licensor’s Website at Licensee’s websites and other resources using AIHelps and mention that Licensee’s products or resources are developed using AIHelps.
4.5.5. be responsible for all information Licensee provides to Licensor and guarantee that Licensee has sufficient permission to use any data, including but not limited to personal data, Licensee or Sub-Licensees enter or use in any manner using Database or AIHelps and for any claim by a third party referring directly to the data Licensee has provided or inserted into the AIHelps.
5. PAYMENT TERMS AND CONDITIONS
5.1. Licensee is not obliged to make any payment for 14 days of AIHelps use as is used for the testing and familiarization purpose only. Databases from the AIHelps test version may be transferred only after the payment duly made. The test period may be repeated, but the Database therefrom cannot be transferred from one test period to another.
5.2. By obtaining intellectual property rights to AIHelps Licensee is obliged to pay royalty-remuneration in the amount that Parties agreed herein. This remuneration is adequate, fair, complete, and one that includes all payments that the Licensee shall make for the Licensor in connection of being granted of intellectual property rights to the Software under the Agreement, and also to obtain copy of the Self-hosted version of AIHelps to set it up on the conditions provided for in the Agreement. Licensee is responsible for the calculation and withholding of all taxes, applicable under international legislation in force, associated with all the payments hereunder.
5.3. All payments hereunder shall be done in amount and in accordance to the payment terms provided for appropriate regime of AIHelps use (being inalienable part hereof) by Licensee as it is stipulated on Licensor’s Website at: https://Beauty.AIHelps.com/prices/. No additional invoices from Licensor are needed.
5.4. Any payments hereunder are paid after all the applicable taxes under international legislation in force withheld. Each Party shall pay commissions of its maintaining banks and payment systems.
5.5. Refund for any payment made for AIHelps use or Additional Services rendering may be made by Licensor after and on the basis of Licensee’s special notification, sent to Licensor’s address mentioned in p. 10.5 below. The payment made hereunder may be refunded exclusively in case all the conditions are met constantly from the payment date till the refund date:
5.5.1. it was not completely charged off by Licensor from Licensee’s virtual account for AIHelps use or Additional Services rendering – the part which is not charged off is subject to refund in this case;
5.5.2. the payment was actually received by Licensor;
5.5.3. the Licensee has no actual debt owed to Licensor – in which case the payment shall be used for settlement of a debt;
5.5.4. the Licensee granted all the payment details and metadata that may be asked or asked again by the Licensor.
5.6. You may ask for the payment refund within 14 calendar day since appropriate payment date – irrespective to the reasons for such refund.
5.7. The payment will be refunded to the source of appropriate Licensee’s payment or any other destination pointed out in appropriate refund request, provided however that all the transaction costs shall be incurred by Licensee.
5.8. The payment will be refunded within 120 calendar days since appropriate notification date.
6.1. Parties undertake not to disclose nor transmit confidential data (information) to third parties, and either use these data in any other way than to perform obligations hereunder.
6.2. Confidential information is the terms of the present Agreement, any documents and information that are transmitted by one Party to another Party in any form, belong to the Parties, used by the Parties or acquired by the Parties during the performance of its obligations under the Agreement. Confidential information may include, but are not limited to: ideas, concepts, business plans, inventions, discoveries, formulas, technological processes, design solutions, specifications, prototypes, samples, improvements, applications, technical and technological data, names, source codes, program codes, information from databases regardless of whether they are somehow patented, registered or otherwise publicly protected.
6.3. Parties undertake not to disclose nor transmit confidential data (information) to third parties during the term of the Agreement and 5 (five) years after its termination or invalidation.
6.4. Confidentiality terms shall not be applied on:
6.4.1. information that was publicly known through no fault of the Parties before its disclosure;
6.4.2. information that became known by the Party legally from another source than the other Party;
6.4.3. information disclosed in response to a formal request from the public authorities, courts or other authorities, at the request of which the Parties are obliged to provide such information in accordance with the law.
6.5. The Parties may sign separate confidentiality agreement (or analogue document). In this case, such separate confidentiality agreement will prevail the present one.
6.6. Storage of data and Database on the AIHelps Server shall in no case be considered to be breach of confidentiality obligations.
6.7. Licensee bears sole responsibility for confidentiality of Databases when using Cloud-based version.
7. FORCE MAJEURE
7.1. In the Agreement by force majeure are considered any rebellion, insurrection, war, strike or other labour dispute, any fire, flood or other natural disasters, and other circumstances, including the adoption of new legislative acts by government authorities of Ukraine, which Party or Parties can not predict on which Party or Parties are not able to influence and which do not depend on the will of the Party or Parties.
7.2. Parties shall not be liable for the total or partial failure to fulfil obligations under this Agreement if such failure is a consequence of force majeure.
7.3. Parties are obliged to notify each other in writing about the existence of force majeure circumstances within seven (7) calendar days from the date of their occurrence, and shall take all necessary measures to minimize any negative effects caused by force majeure circumstances.
7.4. If the period of force majeure exceeds six (6) months and purpose of this Agreement will not be able to be performed, each Party has the right to terminate this Agreement by sending written notice to the other Party. This Agreement is considered as terminated from the date of receipt of such notification.
8. RESPONSIBILITIES OF THE PARTIES
8.1. The rights granted to Licensee hereunder are valid only in case all relevant payments hereunder are made in time. In case of violation of the payment terms specified at the address https://[Select program:Beauty/Fitness/Denta].AIHelps.com/prices/, Licensor has the right to terminate this Agreement immediately provided such a termination is not considered to be violation hereof.
8.2. In case of violation of the confidentiality obligations set forth in the Agreement or in a separate confidentiality Agreement, the violating Party shall pay the other Party compensation in the amount specified by that other Party for each violation.
8.3. In case of any claims against the Licensee regarding violations of third party’s rights by granting or the fact of using (and in no case the way or method of such using) the rights granted under the Agreement, the Licensee shall immediately inform the Licensor. All costs and damages related to the settlement of these claims, actions and / or conduct of litigations are the responsibility of the Licensor. The Licensor is obligated to reimburse the costs and losses incurred by the Licensee, in the circumstances described in this paragraph.
8.4. In case of any claims against the Licensor regarding violations of third party rights, legislation in force or local / corporate rules / norms in connection with the use (methods, approaches and forms of such use) of the rights granted under the Agreement, the Licensor shall immediately inform the Licensee. All costs and damages related to the settlement of these claims, actions and / or conduct of litigations are the responsibility of the Licensee. The Licensee is obligated to reimburse the costs and losses incurred by the Licensor, in the circumstances described in this paragraph.
8.5. Parties strictly agree that Licensor shall have no financial liability to Licensee under the present Agreement.
9. DISPUTES RESOLUTION
9.1. In parts of the relationship that are not regulated by the Agreement, the Parties shall be guided by the current legislation of Ukraine.
9.2. Parties shall endeavor to resolve disputes that may arise during the execution of the Agreement by negotiation.
9.3. In case disputes arising between the Parties in connection with the execution of this Agreement can not be resolved by negotiation, these disputes shall be referred to competent court of Ukraine with the use of substantive and procedural law of Ukraine.
10. TERM, AMENDMENT AND TERMINATION
10.1. This Agreement shall enter in force upon from the Effective Date in case Licensee electronic signature is affixed hereto. No additional conditions needed to validate the Agreement. Parties acknowledge that at either Party’s request the hardcopies of the Agreement with ink signature and seal, in case a Party has a seal, shall be executed and exchanged by the Parties – one copy for each Party.
10.2. This Agreement may be changed or amended only by Parties’ mutual consent expressed in writing unless it is not stated otherwise herein.
10.3. This Agreement may be terminated by:
– Licensee or Licensor in cases provided by current legislation of Ukraine;
– Licensee at any time by sending to Licensor an application to terminate Agreement and delete Licensee’s registration data from Licensor’s Website and AIHelps, provided that such Licensee has no debt before Licensor; in this case this Agreement is considered to be terminated from the date Licensor decides to comply with the application above;
– Licensor, in case Licensee has breached its respective obligations under this Agreement; in this case Agreement is considered to be terminated from the day Licensee received that notification from Licensor;
– Licensor at any time and at its own discretion;
– mutual agreement of the Parties.
10.4. Upon termination of the Agreement all funds transferred onto the Licensee’s virtual account in AIHelps will not be returned to Licensee, and will become property of Licensor.
10.5. Notifications under this Agreement will be sent in writing through email and will be considered delivered immediately after are sent to e-mail of the respective addressee and no e-mail-error was displayed after and in response to notification sent.
For that purpose Parties shall use the following address:
For e-mailing to Licensor – firstname.lastname@example.org;
For e-mailing to Licensee – [Contact email].
In case such delivery failed to be delivered though had been sent to proper address it will be considered delivered immediately after it is sent to e-mail of the respective addressee provided this e-mail participated in e-mailing process between Parties at least once and no e-mail-error was displayed after and in response to notification sent.
11. OTHER CONDITIONS
11.1. All amendments to the Agreement, if any, shall be made in written form and signed by duly authorized representatives of the Parties in the way prescribed by 10.1. above.
11.2. All provisions of the Agreement are defined by the Parties so that they are quite consistent with applicable law to the Agreement. In case of any of provisions in the Agreement are identify by the court or other competent authority as invalid or contrary to law in some specific case, it will not affect the application of such provisions in all other cases. In case of any of provisions in the Agreement are identified by the court or other competent authority as invalid or contrary to law, it will not affect the validity of the remaining provisions of the Agreement and the Agreement in a whole.
11.3. The fact that this Agreement is made, filled in and concluded by the Parties signifies that Licensee has voluntarily, consciously and lawfully granted all the data needed to conclude this Agreement and inserted herein and Licensee entitles Licensor to store, use, compile, archive and delete those data, including Licensee’s personal data as well as personal and business data of the third parties inserted into the databases within the AIHelps.
11.5. This Agreement, if printed out, is made in English in 2 (two) original copies having equal legal force – one for each Party. In other case this Agreement is considered to have one digital copy deposited onto Licensor’s Website and Licensee has the right to print it out at its own discretion.
LICENSOR DETAILS AND CONTACT DATA
NAME LLC AIHelps
ADDRESS of. 81, Raisy Okipnoi str. 4, Kyiv, Ukraine
BANK Pryvat Bank, Ukraine
TELEPHONE +380 44 361 20 21