Intellectual Business Solutions LLP
PUBLIC LICENSE AGREEMENT
12.01.2024 № 1 (as amended on 12.01.2024)
Atyrau, Republic of Kazakhstan
On granting a simple (non-exclusive) license to use the software “rise.rest”
This agreement in accordance with Article 395 of the Civil Code of the Republic of Kazakhstan is a public contract (hereinafter referred to as the “Agreement”), defines the procedure for granting permission to use the software “rise.rest”, as well as mutual rights, obligations and the order of relations between the Limited Liability Partnership “Intellectual Business Solutions”, hereinafter referred to as the “Licensor”, on the one hand, and the “Licensee”, being a subject of trade (legal entity and (or) individual entrepreneur), on the other hand, and the “Licensee”, being a legal entity and (or) individual entrepreneur.
1. terms and their definitions
1.1 Licensor – Limited Liability Partnership “Intellectual Business Solutions”, BIN 090940004239, address: 060000, Atyrau, Smagulova str., 56A, office 3.
1.2 The Licensee is a legally capable natural person or a legally capable legal entity that has made the Acceptance.
1.3 The parties are the Licensor and the Licensee.
1.4 Acceptance – full and unconditional acceptance by the Licensee of all terms and conditions of the Offer, Policy on personal data processing, consent to personal data processing, expressed through Registration on the Website.
1.5 Offer means the Licensor’s offer to conclude a license agreement on granting the right to use computer programs (hereinafter referred to as the “Agreement”) specified herein in the manner and on the terms and conditions hereof.
1.6 Registration on the Site – the Licensee fills in information about himself on the Site page and confirms his e-mail address by activating the link received in an e-mail from the Licensor, as a result of which the Licensor creates an Account (the Licensee’s personal account on the Site for access to the Software Products).
1.7 The Website is an automated information system owned by the Licensor and available on the Internet at https://www.riseqr.kz.
1.8 Software products – computer programs placed on the Website, the right holder of which is the Licensor:
– “Electronic Menu” Rise.Rest.
A description of the functions of the Software Products is contained on the Site.
1.9 Mobile applications – computer programs designed for mobile devices, the right holder of which is the Licensor.
1.10. Tariffs – the amount of remuneration for the use of Software Products, Mobile Applications published on the Website by the Licensee.
1.11. Test Period – a period of time specified in the Tariffs, during which the Licensee may use the Software Products, Mobile Applications on a free of charge basis in order to get acquainted with them and make a decision on the possibility of using them during the License Term.
1.12. License Term – a period of time, calculated from the date of payment of remuneration by the Licensee according to the Tariffs, during which the Licensee is entitled to use the Software Products, Mobile Applications under the terms and conditions of the Agreement.
2. Subject of the contract
2.1 The Licensor grants the Licensee on the terms of a simple (non-exclusive) license the right to use the Software Products and Mobile Applications on the whole territory of the Republic of Kazakhstan in the order and within the limits provided by the Agreement, and the Licensee, unless otherwise provided by the Agreement, undertakes to pay the Licensor remuneration in accordance with the Tariffs.
2.2 The granting of the right to use the Software Products and Mobile Applications to the Licensee is subject to Acceptance only.
2.3 The Website, Software Products and Mobile Applications may not be used for purposes unrelated to entrepreneurial activity. The natural person who has made the Acceptance confirms that the Website, Software Products and Mobile Applications will not be used by him/her for personal, family, household and other purposes not related to entrepreneurial activity.
3. Ways and conditions of using software products and mobile applications
3.1 The use of the functionality of the Software Products, modules, services and tools included in them is carried out without making copies of the Software Products, recording of the Software Products on the Licensee’s tangible and electronic media on the condition of the Licensee’s Acceptance and authorization on the Site (entering the Licensee’s e-mail address and password used by the Licensee when registering on the Site on the Site’s “login” page).
3.2 The use of the functionality of the Mobile Applications is subject to downloading the Mobile Applications distributions and installing them on the equipment compatible with the Mobile Applications (smartphone, tablet, etc.), as well as authorization of the Licensee in the Mobile Applications using the Licensee’s e-mail address and password specified by the Licensee when registering on the Site.
3.3 In addition to the rights granted under clauses 3.1. and 3.2. of the Agreement. Agreement, the Licensee gets access to updates, new versions of the Software Products and Mobile Applications. The necessity and frequency of updates is determined by the Licensor independently.
4. Rights and obligations of the licensor and the licensee
4.1 Licensee agrees to:
4.1.1 Properly fulfill the obligations set forth in the Contract and the documents specified in clause 1.4 of the Contract. The Contract.
4.1.2 Do not use unreliable information, including data of third parties who have not consented to such use of data, when registering on the Website, as well as subsequently.
4.1.3 Not to use any computer programs and/or automation systems aimed at obtaining any advantages in comparison with the standard terms of use of the Site, Software Products, Mobile Applications for other licensees.
4.1.4 Do not perform actions (inaction) resulting in malfunctions, impossibility of functioning of the Website, Software Products, Mobile Applications, including launching malicious programs, etc.
4.1.5 Not to place on the Website, in the Software Products and Mobile Applications information and data in any form, distribution, provision, use of which is prohibited in the territory of the Republic of Kazakhstan.
4.1.6 Independently take measures to ensure the security of information and data posted by the Licensee on the Site, Software Products and Mobile Applications, as well as to prevent their unauthorized use by third parties.
4.1.7 Not to disclose and not to transfer to third parties their data for access to the Website, Software Products, Mobile Applications.
4.1.8. to carry out the processing of personal data in full compliance with the legal requirements and the Contract (Article 9).
4.1.9 At the request of the Licensor to provide or confirm the information necessary to fulfill the terms of the Agreement and comply with the laws of the Republic of Kazakhstan.
4.1.10. Immediately notify Licensor of any unauthorized use of the Software Products and Mobile Applications, unauthorized access to the Account, Software Products, Mobile Applications and other similar actions.
4.2 The Licensee shall have the right to:
4.2.1 Use all or some of the Software Products, Mobile Applications at its own discretion in accordance with the procedure and under the terms and conditions of the Agreement.
4.2.2 Familiarize with the information materials posted on the Site in the “Knowledge Base” section in order to improve the user experience of using the Site, Software Products, Mobile Applications.
4.2.3 Upon expiration of the Test Period or during the Test Period, pay the remuneration in accordance with the Tariffs or refuse to pay the remuneration and use the Software Products, Mobile Applications.
4.2.4 Upon expiration of the License Term, pay remuneration in accordance with the Tariffs to obtain the right to use the Software Products, Mobile Application for a new term or refuse to pay remuneration and use the Software Products, Mobile Applications.
4.3 The Licensee shall not:
4.3.1 Provide access to the Site, Software Products, Mobile Applications to any third parties by any means, including, but not limited to: copy, give, distribute, sell access to the Site, Software Products, Mobile Applications, otherwise grant the rights to use them (sublicense).
4.3.2 Reproduce elements of design or interface of the Website, Software Products, Mobile Applications, including copying, distributing, giving, selling, recycling any elements of design or user interface of the Website, Software Products, Mobile Applications.
4.3.3 Recycle, modify the Site, Software Products, Mobile Applications, copy and use source and object codes, create similar software in whole or in part.
4.3.4. Use the Software Products, Mobile Applications in ways that are not stipulated by the Agreement.
4.4 The Licensor undertakes to:
4.4.1 Provide the Licensee with an opportunity to use the Website, Software Products, Mobile Applications in accordance with the terms and conditions of the Agreement.
4.4.2 If the name of the Licensor changes, as well as other information, including bank details, notify the Licensee in due time by specifying the new details on the Website.
4.5 The Licensor shall have the right to:
4.5.1 Send advertising and informational messages to the Licensee via the Site, e-mail and cell phone number (including messengers) specified when registering on the Site.
4.5.2 To use the Licensee’s means of individualization (trade name, trademarks, commercial designations, service marks, etc.) for advertising and information purposes, including, but not limited to: to advertise the Licensor, the Website, Software Products and Mobile Applications, to communicate information about the cooperation between the Licensee and the Licensor to third parties through their placement on the Website, in the Licensor’s social networks, publications in the media.
4.5.3 At any time suspend or deny the Licensee’s right to use the Software Products and Mobile Applications until the Licensee eliminates the violations committed by the Licensee and compensates the losses caused to the Licensor by such violation in full, including by blocking the Licensee’s access to the Site and Software Products and Mobile Applications, with simultaneous deletion of the Licensee’s information used on the Site, Software Products and Mobile Applications, their blocking or not, in the following cases
- When registering on the Site or subsequently, the Licensee has provided false data about himself and/or third parties, provided data of third parties without their consent.
- Licensee commits actions that, in Licensor’s opinion, prevent the normal functioning of the Site, Software Products and Mobile Application.
- In other cases stipulated by the legislation of the Republic of Kazakhstan.
4.5.4 Restrict the Licensee’s access to the Website, Software Products, Mobile Applications in case of violation of the terms of remuneration payment stipulated by the Tariffs until the remuneration is paid in full in accordance with clause 5.2. of the Agreement. 5.2. of the Agreement.
4.5.5 Unilaterally restrict, expand, supplement, modify and otherwise change the Site, Software Products, Mobile Application, any elements and parts thereof at any time without prior notice to the Licensee. By making the Acceptance, the Licensee understands and acknowledges that the said actions are an integral part of the process of creation and operation of the Site, Software Products, Mobile Application, and gives its consent to the Licensor to perform them at its discretion without prior notice to the Licensee.
4.5.6 Unilaterally delete the Account and all data entered by the Licensee on the Website, Software Products, Mobile Applications without the Licensee’s consent in case the Licensee has not paid remuneration for more than 3 (Three) months.
5. Remuneration
5.1 The use of the Software Products and Mobile Applications by the Licensee is carried out on a reimbursable basis. Remuneration is paid by the Licensee in advance payments, unless otherwise provided for in the Tariffs. The amount of remuneration, the procedure for its payment and the License Term after payment of remuneration are determined in accordance with the Tariffs.
5.2 The moment of payment of remuneration is the date of crediting of funds to the Licensor’s settlement account. Access to the Software Products and Mobile Applications shall be provided within 1 (One) hour from the moment the remuneration is credited to the Licensor’s settlement account, unless otherwise provided by the Tariffs.
5.3 The Licensor has the right to unilaterally change the Tariffs without prior notice to the Licensee by posting a new version of the Tariffs on the Website.
5.4 If the Licensee fails to pay the remuneration, the Licensor shall be released from the duties specified in Article 2 of the Agreement.
5.5 The Licensee’s failure to pay the Fee upon expiration of the Test Period and/or License Term shall not be the basis for holding the Licensee liable for non-payment of the Fee, unless otherwise provided for in the Agreement.
6. Special Conditions. Assurances about the circumstances
6.1. The Parties are aware that the Site, Software Products, Mobile Applications are provided to the Licensee “as is” (“AS IS”) in accordance with the principle generally accepted in international practice. This means that the Licensor is not responsible for problems arising in the process of installation (if applicable), updating, maintenance and operation of the Site, Software Products, Mobile Applications and related to compatibility with other software (packages, drivers, browser, etc.) or related to problems arising from ambiguous interpretation of accompanying documentation (if any) or failure of the results of use of the Site, Software Products, Mobile Applications to meet the Licensee’s expectations.
6.2 Licensor represents that:
6.2.1. is the right holder of the Software Products, Mobile Applications.
6.2.2 The Licensor is not aware of the rights of third parties that may have been violated by the conclusion of the Agreement.
6.3 The Licensor does not guarantee that the Site, Software Products, Mobile Applications will be available for use by the Licensee 24 hours a day, at a certain point in time or for a certain period of time, but strives to ensure such mode of operation of the Site, Software Products, Mobile Applications.
6.4 Licensee represents that:
6.4.1 Possesses the legal capacity (if the Licensee is a natural person), legal capacity (if the Licensee is a legal entity) sufficient to enter into the Agreement, as well as all rights and powers necessary and sufficient for the Acceptance.
6.4.2 Provide accurate information when registering on the Website.
6.4.3. concludes the Contract voluntarily, having fully familiarized and agreed with the terms and conditions of the Contract and the documents specified in clause 1.4 of the Contract. The Contractor understands their meaning and consequences of its actions to conclude the Contract.
6.4.4. will not use the Website, Software Products, Mobile Applications in ways not provided for by the Agreement and for purposes not related to business activities.
6.4.5 Will comply with the legal requirements and the Contract (Article 9) regarding the processing of personal data.
6.5 Licensor and Licensee agree that each of the representations about the circumstances contained in the Agreement are material to the formation, performance or termination of the Agreement.
7. Term of the contract. Termination of the contract
7.1 The Contract shall come into effect from the moment of Acceptance and shall be valid for 12 (Twelve) months. The initial term of the Contract shall be automatically extended for each subsequent 12 (Twelve) months until one of the Parties notifies the other Party in writing of its desire to terminate the Contract at least 30 (Thirty) days prior to the expected termination date, unless another procedure for termination of the Contract is provided by the Contract.
7.2 The Licensor may at any time by posting (publishing) on the Site, Software Products, Mobile Applications or by sending a letter to the Licensee’s e-mail address specified when registering on the Site, without giving any reasons, terminate the Agreement unilaterally out of court with immediate termination of access to the Site and the ability to use the Software Products, Mobile Applications without reimbursement of losses to the Licensee in case of:
7.2.1. complete or partial discontinuation of service of the Website, Software Products, Mobile Application (all or some of them) and/or termination of access to them (including closure of the Website).
7.2.2 Any, including one-time, violation by the Licensee of the terms and conditions of the Agreement or provisions of other documents posted on the Website, the content of which the Licensee has read and agreed to.
7.3 In order to terminate the Agreement on the grounds provided for in clause 7.2.1 of the Agreement, the Licensor shall send a notice to the Licensee and/or post information about the termination of the Agreement on the Website and/or in the Software Products, Mobile Applications not later than 1 (One) month prior to the termination of the Agreement. In this case, the Agreement shall be deemed terminated after 30 (Thirty) days from the date the Licensor sends an e-mail to the Licensee’s e-mail address specified during Registration on the Site, the relevant notice or from the date of posting information about the termination of the Agreement on the Site.
7.4 In order to terminate the Agreement on the grounds provided for in clause 7.2.2 of the Agreement, the Licensor shall send a notice to the Licensee to the e-mail address specified by the Licensee when registering on the Website. The Agreement shall be deemed terminated from the moment the Licensor sends the notice, unless another moment of termination of the Agreement is specified by the Licensor in the notice.
7.5 The Agreement may be terminated by the Licensee at any time without giving any reasons unilaterally and out of court by removing information about itself from the Site and/or sending a written notice to the Licensor’s e-mail address or by using the feedback form on the Site. In such case, the Agreement shall be deemed terminated from the date of receipt of the notice by the Licensor.
7.6 In case of unilateral extrajudicial withdrawal of the Licensor, the Licensee from the Agreement on the grounds specified in the Agreement, the remuneration paid by the Licensee shall not be refunded.
8. Dispute resolution
8.1. All disputes and disagreements under the Contract shall be settled in a pre-trial (claim) procedure. The claim shall be sent by a valuable letter with a list of attachments and a notice of delivery, as well as to the e-mail address(es) of the claim addressee specified in the Contract or on the Website.
8.2 If the Parties are unable to reach an agreement through the pre-trial (claim) procedure within 30 (Thirty) calendar days from the date of sending a written claim to the other Party, the dispute shall be referred to the Arbitration Court at the location of the Licensor. If the Licensee is a natural person, the consideration of the dispute shall be transferred to the court of general jurisdiction at the location of the Licensor.
9. Conditions regarding the processing and protection of personal data
9.1 Licensee represents that:
9.1.1. when processing personal data, it has observed and will observe all rights of personal data subjects provided by the current legislation of the Republic of Kazakhstan in the field of personal data protection;
9.1.2. it has obtained and will obtain in the future the consent of personal data subjects to the processing of their personal data using the Website, Software Products, Mobile Applications;
9.1.3. when placing personal data on the Website, in the Software Products and Mobile Applications, it has complied and will comply with all requirements, principles and conditions of personal data processing stipulated by the current legislation of the Republic of Kazakhstan;
9.1.4. that in case of termination of the Agreement for any reason, the Licensor has the right to destroy personal data and other information posted by the Licensee on the Website, Software Products, Mobile Applications.
9.2 In order to respect the rights of personal data subjects who are the Licensee’s employees or persons whose personal data is accessed by the Licensee in connection with business activities (Licensee’s customers, visitors of cafes, restaurants, other catering establishments owned by the Licensee), the Licensor and the Licensee have agreed to establish the following procedure of interaction:
9.2.1 All operations with personal data of the specified persons using the Site, Software Products, Mobile Applications, including placement of the specified personal data on the Site, Software Products, Mobile Application, are carried out by the Licensee if there are grounds provided by law, including the consent of the subject of personal data to the processing of his/her personal data, executed in accordance with the current legislation of the Republic of Kazakhstan;
9.2.2 At the request of the Licensor, the Licensee shall, no later than within 5 (Five) calendar days, provide evidence of compliance with the rights of the subject (subjects) of personal data provided for by the current legislation of the Republic of Kazakhstan, as well as documents confirming the proper fulfillment by the Licensee of other obligations provided for by the current legislation in the field of processing and protection of personal data;
9.2.3 In case of an inspection of the Licensor’s activity and/or detection of personal data processing violations by the authorized body for the protection of the rights of personal data subjects, the Licensor addresses the request of the authorized body to the Licensee. The said request is subject to immediate execution by the Licensee;
9.2.4 From the moment the Licensor transmits the requirements of the authorized body for the protection of the rights of personal data subjects, the Licensee becomes liable for non-fulfillment or improper fulfillment of these requirements in the relevant part and undertakes to compensate the Licensor for the losses caused by such non-fulfillment in full within 10 (Ten) calendar days from the date of receipt of the Licensor’s request.
10. Liability of the parties. Final provisions
10.1 For non-fulfillment or improper fulfillment of obligations under the Agreement, the Licensor and the Licensee shall be liable in accordance with the Agreement and the laws of the Republic of Kazakhstan.
10.2 The Licensor shall not be liable:
10.2.1. to the Licensee for losses related to the use of the Site, Software Products, Mobile Application or inability to use them, including due to possible errors, failures and unavailability of the Site, Software Products, Mobile Application;
10.2.2. for the content of information posted by the Licensee on the Website, in the Software Product and Mobile Application;
10.2.3. for possible illegal actions of the Licensee or third parties when using the Site, Software Products, Mobile Application;
10.2.4. for the loss of the Licensee’s ability to access the Site (loss of password, incomplete, inaccurate, incorrect indication of the Licensee’s data when authorizing on the Site).
10.3 In all other cases not specified in clause 10.2 of the Agreement, if the Licensor causes losses to the Licensee, the amount of losses reimbursed by the Licensor to the Licensee may not exceed the amount of one-time remuneration provided by the Tariffs in respect of 1 (One) Software Product.
10.4 For each case of breach (unreliability) of the assurance provided by the Agreement, the Licensee shall reimburse the Licensor for the losses caused by the breach (unreliability) of the assurance or, at the option of the Licensor, pay a penalty to the Licensee in the amount of 500,000 (Five hundred thousand) tenge.
10.5 The Offer and the documents specified in clause 1.4. of the Agreement may be unilaterally amended and/or supplemented by the Licensor without any prior notice to the Licensee. The Agreement may be unilaterally amended and/or supplemented by the Licensor without any prior notice to the Licensee. The new edition of the Offer and/or the relevant document specified in clause 1.4. of the Agreement shall come into force from the date of its revision. The Agreement shall come into force from the moment of its placement (publication) by the Licensor on the Website and/or in the Software Products, Mobile Applications, unless otherwise provided by the said document or the text of the new version of the Offer or the relevant document does not specify any other date of entry into force of the new versions.
10.6 The Licensee may not use the Website, Software Products, Mobile Applications if he/she does not agree with the changes made to the Offer and/or the documents specified in clause 1.4. of the Agreement. Agreement. In such case, the Licensee shall have the right to terminate the Agreement unilaterally out of court within 10 (Ten) business days after the Licensor has posted the new revisions by sending a notice by e-mail to the Licensor. If the Licensee has not sent a notice of unilateral extrajudicial withdrawal from the Agreement to the Licensor within the specified period of time and/or has continued to use the Website, Software Products, Mobile Applications (all or some of them), it means the Licensee’s unconditional consent to such changes and/or amendments.
11. Information about the licensor
Intellectual Business Solutions Limited Liability Partnership
BIN 090940004239;
ADDRESS 060000, Atyrau city, Smagulov street, 56A, office 3;
SETTLEMENT ACCOUNT KZ088560000007158740;
BANK JSC Bank CenterCredit, Atyrau;
BIK KCJBKZKX;
KBE 17
E-mail: support@rise.rest