"Agreement" - means these Terms & Conditions.
"Licensor" - ChooseAr cLimited,
"Licensee" - you, as the second party to the Agreement. This also means a person or legal entity on whose behalf you are acting with proper authorization.
"Target domains" - domain names of websites accessible to the Licensee for management and specified by the Licensee during registration or on the "My domains" section after registration on the Website. May also be used as synonym for these websites.
"Product" - service/plugin (presentation) of a product specifically intended to demonstrate Products on Internet Websites. Includes specialized software and data such as image files, texts, video and sound data, etc.
"Service" - a service provided by the Licensor to enable the Licensee to install Product on any of the Target Domain webpages for public demonstration to End users.
"Website" - website located at ChooseAr.com.
"End user" - a person, Internet user, who visits Target domains to buy Products or obtain information related to Products or for other purposes, and who has access to and can view Product on Target domains.
"Product launch" - End user opening a Target domain page displaying Product in the End user’s browser.
"Pilot period" - period of Service usage provided by the Licensor for 15 (fifteen) days from the first launch of Product on the Target Domain. The Licensor can prolong the Pilot period by sending notification to the Licensee.
2. Subject of the Agreement
2.1. The Licensor provides the Licensee a temporary non-exclusive license to use the Website and the Service within the scope and on the terms established by this Agreement for the duration of this Agreement. The Licensor reserves all the rights that are not transferred to the Licensee by this Agreement.
3. Permissions and Limitations of Use
3.1. The Licensee has the right to use the Website in accordance with the terms of the Agreement.
3.2. The Licensee has the right to use the Service during the Pilot period in accordance with the terms of the Agreement.
3.3. Within 14 days of the termination of the Pilot period, the Licensee is obligated to either remove Product from the Target domains, or renew the License Agreement, which can be done via the 'My Account' section of the website or by contacting our representative. If the License Agreement is not renewed within 14 days of the termination of the Pilot period, the Licensor may terminate the Licensee’s right to use the Service.
3.4. The Licensee has the right to use the Service on the territory of any country in the world.
3.5. The Licensee undertakes the obligation not to sell or otherwise transfer the right to use the Service to any third party.
3.6. The Licensee undertakes the obligation not to decompile ChooseAr source code and not to decrypt Product files, either independently or with the assistance of third parties.
3.7. In accordance with the license provided, the Licensee undertakes the obligation not to disable, either independently or with the assistance of third parties, the protection system of the Service and Product.
3.8. The Licensee may not use the Website or the Service to host materials:
containing threats, obscenity, defamation, pornography, incitement to ethnic hatred, mockery of religious beliefs, violation of privacy, and other anti-social content;
without the proper license or permission of the owner of the rights to these materials;
containing calls to criminal activities;
that are technically dangerous, including but not limited to: computer viruses, Trojan files, malware and similar materials.
3.9. The Licensee may not use the Website or the Service:
if doing so would violate local, national or international laws and regulations;
for the purposes of deceit or fraud;
to cause any harm to under-age persons;
to transmit unsolicited advertising messages (spam) without the consent of the recipient.
3.10. The Licensor will fully cooperate with enforcement authorities or the courts on the presentation of lawful written orders to disclose the identity and/or location of the person hosting materials listed in paragraph 3.8 or violating the provisions of paragraph
4. Intellectual Property
4.1. The Licensor hereby declares and confirms that the intellectual property rights that are subject to this Agreement fully belong to the Licensor. The Licensor may use the intellectual property rights by any of the means specified in this Agreement without limitation.
4.2. All exclusive rights to the Website, the Service and Product as intellectual property, including all components except those specified in paragraph 4.3, belong to the Licensor and are protected by copyright laws and associated rights.
4.3. All trademarks, product names, logos, product design and other elements of brand and model identity presented in Product are the intellectual property of their manufacturers and rights holders. Under no circumstances does the Licensor claim the rights to the aforementioned intellectual property, and transfers any rights to the Licensee. For example, the “Sony” brand, the “SONY” logo and the exterior of Sony products presented in Product are the intellectual property of Sony Corporation and its affiliates.
4.4. In accordance with the License provided, any attempt, either independently or with the assistance of a third party, to remove the protection system of the Service and Product is considered a violation of the Licensor’s exclusive rights to the intellectual property rights.
4.5. The perpetrator bears civil, administrative and criminal liability under the current laws of Ukraine for violating the Licensor’s exclusive rights to the intellectual property rights.
5. Warranties and Acknowledgements
5.5. If the Licensee provides access to the Website and the Service to any third parties including but not limited to employees of the Licensee, the Licensee must ensure that these persons read, understand and unconditionally agree with the terms of this Agreement. The Licensee also accepts personal liability for any activity carried out on the Website by such persons.
5.5. The Licensee guarantees that the name, e-mail, Target domains and other information provided as part of Website registration are all correct.
5.6. The Licensor may refuse the Licensee the right to add certain Target domains and may also remove existing Target domains if there is any reasonable doubt as to whether such Target domains actually belong to the Licensee.
5.7. The Website, the Service and Product including all their components are provided to the Licensee "as is", without any direct or implicit warranties including commercial value warranties and guarantees of the Website, the Service and Product’ fitness for purpose. The Licensor in no circumstances bears any liability under damage compensation claims or other claims arising from the use of the Website, the Service and Product.
5.8. The Licensor in no circumstance bears any liability for failure to meet End-user expectations regarding the accuracy and completeness of information provided in Product.
5.9. The Licensee guarantees that access to the Website and the Service is for business purposes and that no consumer protection laws are applicable in any jurisdiction.
5.10. The Licensee agrees to compensate the Licensor for any damages due to court claims, expenses and losses resulting from violation of this Agreement by the Licensee, or violation of any other obligations of the Licensee to the Licensor including but not limited to the non-Payment of subscription fees when due.
6. Price and Billing
6.1. Use of the Service during the Pilot period is free of charge.
6.2. The Licensor can perform additional services for the Licensee, chargeable or free: consulting, for example, or filling the Licensee's database. The list of such additional services, their cost and the payment method should be mutually agreed in writing between the two parties. Payment for such additional services is not the same as payment for the Service.
7. Technical Support
7.1. The Licensor does not guarantee that the Website and the Service will be continuously available and free from errors. The functionality and availability of systems used to access the Website and the Service, including public telephone lines, computer networks and the Internet, can be unpredictable and may result in poor quality connection or failure to access the Website and the Service altogether. The Licensor is not liable for reduced connection quality or failure to access the Website and the Service.
7.2. The Licensor makes all reasonable efforts to provide technical support to the Licensee throughout the Pilot period and for 14 days thereafter. Technical support is provided via email messages. Technical support is only provided for Service errors that can be reproduced by the Licensor’s technical support staff. Upon request from the Licensee, the Licensor agrees to provide full and accurate information concerning Service errors. The Licensor does not guarantee that all Service errors or any specific Service error can be fixed.
8.1. The Parties undertake the obligation to maintain confidentiality of the contents of this Agreement and all information and data provided by each of the Parties under this Agreement, and not to disclose general or specific facts or information to any third party without prior written approval of the other Party.
8.2. The confidentiality obligations of each Party under this Agreement do not cover publicly available information or information disclosed through no fault of either Party.
8.3. Confidentiality is an important provision of the Agreement. Violation of confidentiality with undesirable effect results in termination of the Agreement and compensation of damages in accordance with current civil and criminal laws on commercial secrets.
9. Force Majeure
9.1. The Parties bear no liability under this Agreement if they fail to comply with the terms of this Agreement due to force majeure circumstances directly affecting the performance of their obligations under this Agreement and which occur after entering into this Agreement as a result of acts of government authorities or extraordinary events that could not be reasonably foreseen or prevented by the Parties, such as natural disasters, earthquakes, hurricanes, fires, anthropogenic disasters, acts of war, outbreaks of epidemics, etc.
9.2. A party citing force majeure circumstances must notify the other Party of the occurrence/end of force majeure events in writing within 5 (five) calendar days. When force majeure occurs/ends, the Party citing force majeure must provide the other Party with a document confirming the occurrence/end of force majeure, issued by a competent government authority. If a party fails to provide timely notification of the occurrence/end of force majeure, the party may not cite force majeure as a reason for failure to comply with the terms of this Agreement.
9.3. If force majeure circumstances last for more than 10 (ten) days, a Party may terminate the Agreement by notifying the other Party 15 (fifteen) calendar days prior to the proposed termination date, when the Agreement will be considered terminated.
10. Limitation of Liability
10.1. To the maximum extent permitted by law, the Licensor is not liable to the Licensee or any other parties for any direct or indirect losses or damages arising from any use of the Website and the Service.
10.2. If the Licensee is not satisfied with the quality and/or scope of the Website and/or the Service, the Licensee may immediately terminate this Agreement in accordance with section 11 ("Term of effect and termination procedure").
11. Term of Effect and Termination Procedure
11.1. The Licensee is at liberty to use the Service during the Pilot period without any obligation to continue using it when the period expires. Licensees who do not wish to continue using the Service upon expiration of the Pilot period, must remove Product from their websites within 14 days.
11.2. If the Licensee does not wish to continue using the Service, usage may be terminated by visiting the Website and clicking the "Cancel account" button on the profile page. The Licensee must stop using the Service immediately after cancelling the account.
11.3. If the Licensee violates the terms of the Agreement, the Licensor may deny the Licensee access to the Service.
12. Transfer of Rights and Obligations to Third Parties
12.1. This Agreement is entered into by the Licensee and the Licensor and between the Licensee and the Licensor’s legal successors.
12.2. The Licensee may not sell or otherwise cede rights or obligations accepted under this Agreement without the explicit written permission of the Licensor.
12.3. The Licensor may sell, cede, subcontract or otherwise transfer its rights and obligations under this Agreement at any time.
13. General Provisions
13.1. This Agreement voids all other written or oral agreements, obligations and promises between the Licensor and the Licensee regarding use of the Website, the Service and Product.
13.2. Violation by any Party of any provisions of the Agreement is not grounds for regarding other provisions of the Agreement or the entire Agreement as invalid.
13.3. If a public authority or court of law declares that any provisions of the Agreement are invalid, illegal or have no effect, such provisions will be removed from the Agreement while other provisions of the Agreement will remain in effect.
13.4. If the Parties fail to settle disputes and disagreements within 30 calendar days of receiving a written claim, each Party may submit the case to the court.
13.5. No Party, other than the Parties to this Agreement shall derive any rights from the agreement or have any obligations under the agreement.
14.1. All notices that must be exchanged between the Parties under the terms of this Agreement must be sent by email.
14.2. All notices must be sent to the Licensor at moc.raesoohc%40ofni or to a different email address sent by the Licensor to the Licensee.
14.3. All notices for the Licensee must be sent to the email address specified when the Licensee registered on the Website.
Last update: Jan 15, 2020.