1. DEFINITIONSEntera (Service, Software)
– software hosted on the site https://entera.global/Website
– the Licensor's website located at: https://entera.global/ License fee
– the cost of the right to use (simple non-exclusive license) software. The amount of the license fee corresponds to the cost of the Tariff plan specified in the Invoice.A simple non-exclusive license
– a non-exclusive right to use the Software throughout the world under the name designated by the Licensor, without the right to remake or otherwise modify, without the right to distribute, while retaining the right of the Licensor to issue licenses to other persons.Personal Account
– a virtual personal self-service tool of the Licensee located on the Site. Access to the Personal Account is carried out by the Licensee by entering an email address and an appropriate password.Registration
– filling in by the Licensee of the Registration form located on the Site, by specifying the necessary information.Invoice
– a document containing the payment details of the Licensor, through which the Licensee transfers funds for the positions listed in the invoice.Credits
– are the currency Entera uses for you to avail of its processing for invoices/bills/receipts and bank/credit card statements.Subscription plan
– the plan purchased by the client contains the number of credits specified in the Invoice, to be processed using the Entera service. Subscription plan duration may vary. 2.SCOPE
2.1. The Licensor grants the Licensee a simple (non-exclusive) license to use the Entera software, and the Licensee undertakes to pay the Licensor a fee for transferring the rights to use the Software to the Licensee on the terms established by the Agreement.
2.2. The Licensee has the right to use the Software exclusively for its intended purpose in accordance with the functionality of the Software and within the rights granted by the Agreement. The right and method of using the Software, not expressly specified in the Agreement, is not considered granted to the Licensee.
2.3. To use the Software, you must register on the Site and gain access to your Personal Account.
2.4. The number of credits to be processed is indicated in the Invoice.
2.5. The use of the Software by the Licensee is allowed without territorial restrictions.
2.6. The Licensee is not entitled to alienate and transfer the rights to the granted license to third parties and is not entitled to modify the program or make changes to it.
2.7. The use of the Software is possible only to the extent to which payment was made. The date of commencement of use is the date of receipt of funds to the settlement account of the Licensor.
2.8. The Licensee does not provide the Licensor with reports on the use of the Software.
2.9. In the absence of a written motivated claim by the Licensee within 10 working days after payment of the license fee, it is considered that the non-exclusive right to the Software has been granted to the Licensee properly and on time. The Parties do not draw up and do not sign the Software Acceptance and Transfer Certificate.
2.10. The validity period of the Subscription plan is 5 years unless otherwise specified by the Licensor in the Invoice, from the moment the payment of the license fee is received by the Licensor.
2.11. Upon the expiration of the Tariff plan, the credits purchased but not used by the Licensee shall be automatically cancelled without a refund to the Licensee.3. RIGHTS AND OBLIGATIONS OF THE PARTIES
3.1. The licensor undertakes:
3.1.1. Grant the Licensee the right to use the Software no later than 5 (five) business days from the moment the Licensee fulfils its payment obligations.
3.1.2. Provide information about new versions (updates) of the software.
3.1.3. On business days, from 9 a.m. to 18 p.m. IST, provide technical support within the scope of the granted Right to use the Software during the entire term of this Agreement, and in case of deficiencies, failures, difficulties in the operation (functioning) of the Software and/or difficulties/inability to use the Software and/or its individual functions - eliminate such deficiencies, violations no later than 1 (one) month from the date of the Licensee's request, if a different period will not be agreed by the Parties.
3.1.4 Failure by the Licensor to fulfil its obligations to eliminate deficiencies within the period provided for in clause 3.1.3 of this Agreement entails a refund of the funds contributed by the Licensee, minus the services rendered by the Licensor, as well as the costs incurred by the Licensor in connection with the execution of this Agreement. The Licensor makes a refund by bank transfer based on a written application of the Licensee within 30 (thirty) calendar days from the date of receipt of the said application.
3.1.5. The calculation of funds to be returned to the Licensee on the grounds provided for in clause 3.1.4 of this Agreement is carried out according to the formula:F = (A/E*(E-B)*C/D)
A - the number of unused credits of the subscription plan;
B - the number of full months that have passed since the date of purchase of the subscription plan;
C - the cost of the purchased subscription plan;
D - the number of credits purchased in the subscription plan;
E - number of months of the subscription plan;
F - the amount of money to be returned.
3.2. The licensee undertakes:
3.2.1. Timely pay the Licensor a fee for transferring the rights to use the Software to the Licensee in the manner and within the time limits established by the Agreement.
3.2.2. Strictly adhere to and not violate the terms of the Agreement, as well as ensure the confidentiality of commercial and technical information obtained in cooperation with the Licensor.
3.3. The licensee has the right:
3.3.1. Refuse to execute the Agreement if the Licensor, in violation of the terms of the Agreement, refuses to transfer the rights to the Software under the Agreement to the Licensee.
3.3.2. Use the Software for the purposes specified in this Agreement.
3.3.3. In the event that the Licensor fails to fulfil its obligations to eliminate deficiencies within the time period provided for in clause 3.1.3 of this Agreement, on the basis of a written application, require the Licensor to return the funds within the time limits, in the manner and under the conditions provided for in clause 3.1. 3.1.4-3.1.5 of this Agreement.
3.3.4. The Licensee is not entitled to fully or partially grant (transfer) to third parties the rights obtained by him under the Agreement, including selling, replicating, copying the Software, providing access to third parties, alienating in any other way, including free of charge, without obtaining prior written consent for all of the above actions. consent of the Licensor.
3.3.5. The Licensee is not entitled to modify, decompile, disassemble, decrypt and perform other actions with the object code of the Software, aimed at obtaining information about the implementation of the algorithms used in the Software, without the written consent of the Licensor. Copying software with a knowingly removed or corrupted internal protection mechanism, as well as misusing such software, is illegal.4. INVOICING AND PAYMENT
4.1. The amount of the license fee is agreed upon in the Invoice sent to the Licensee by e-mail.
4.2. Payment of the license fee is carried out on the basis of an invoice issued by the Licensor in the form of a 100% prepayment within 5 (five) business days from the receipt of the invoice by the Licensee.
4.3 The Contractor has the right to change the amount of the license fee for future Tariff plans unilaterally by issuing an Invoice for payment of the fee indicating the changed amount of the license fee.
4.4. The license fee does not include VAT
4.5. The obligations of the Licensee in terms of payment under the Agreement are considered fulfilled from the date of receipt of funds to the accounts of the Licensor.5. GUARANTEE OF RIGHTS TO USE THE SOFTWARE
5.1. The Licensor guarantees that the rights to use the Software provided (transferred) to the Licensee under the Agreement belong to the Licensor on legal grounds. The Licensor has the right to grant (transfer) these rights to the Licensee.
5.2. The Licensor declares that at the time of the conclusion of the Agreement, the Software is free from any claims of third parties, both related to the Software itself and related to the rights granted under the Agreement.
5.3. The Licensor warrants that the Software is backed up automatically and on a daily basis. Availability and operability of software - 95% of the time.
5.4. The Licensor shall not be liable and shall not reimburse the Licensee's losses caused by violations and/or errors in the operation of the Software resulting from illegal actions of the Licensee's personnel or third parties, as well as malfunctions of technical means and failures of electrical equipment.
5.5 The Software is provided to the Licensee "AS IS" in accordance with the principle generally accepted in international practice. This means that for problems that arise in the process of using the Software (including problems of compatibility with other software products (packages, drivers, etc.), problems arising from the ambiguous interpretation of the accompanying documentation, the discrepancy between the results of using the Software and the expectations of the Licensee and etc.), the Licensor is not responsible. The Licensee must understand that he is fully responsible for possible negative consequences caused by incompatibility or conflicts of the Software with other software products installed on the Licensee's computer. The Software is not intended and cannot be used in information systems operating in hazardous environments or serving life support systems, in which a failure in the operation of the Software can endanger people's lives or cause large material losses.
5.6. In case of claims, claims, or lawsuits against the Licensee from third parties in connection with the use of the Licensor's software in violation of the Licensor's agreements with such third parties, the Licensor is obliged to settle these claims, claims on its own at its own expense.6. TERM AND PROCEDURE FOR TERMINATION OF THE AGREEMENT
6.1. The agreement comes into force from the moment of payment of the issued invoice, is valid until the end of the Tariff plan paid for processing and is automatically prolonged after payment of the next invoice.
6.2. The Agreement may be terminated by agreement of the Parties, as well as unilaterally on the grounds provided for in clauses 7.4 and 7.5 of the Agreement, by sending a written request from one of the Parties 5 (five) calendar days before the date of termination.
6.3. The validity of the right to use the Software obtained by the Licensee shall terminate upon early termination of the Agreement.
6.4. The Licensor has the right to terminate the Agreement unilaterally in the following cases:
6.4.1. Violation by the Licensee of the obligation to pay to the Licensor within the period established by the Agreement a fee for granting the right to use the Software.
6.5. The Licensee has the right to terminate the Agreement unilaterally in the following cases:
6.5.1. In case of violation by the Licensor of the term for transferring rights to the Software.
6.5.2. In case of unilateral refusal of the Licensee to perform the contract in whole or in part, the license fee is not returned to the Licensee.7. CONFIDENTIALITY
7.1. All information related to activities under the Agreement received by one Party from the other is considered confidential information. Each Party is required to maintain the same high degree of confidentiality to avoid disclosure or use of confidential information provided to it as it would respect its own confidential information.
7.2. Confidential information may be disclosed by the Party to which such information was transferred to employees who need it for the purposes of fulfilling the Party's obligations under this Agreement, to the extent necessary.
7.3. Party to the Agreement, by disclosing (disclosing) information in accordance with clause 8.2. and 8.3. of the Agreement, is obliged in each such case to indicate to third parties the confidentiality of the information provided.
7.4. The obligations to maintain the confidentiality of information set forth in the Agreement do not apply to confidential information that:
- is publicly available (used in print and other media);
- was legally known to the receiving Party prior to its disclosure by the disclosing Party;
- allowed for distribution with the written consent of the Party that owns the information;
7.5. The Parties shall comply with the terms of this section for 5 (five) years after termination or after the expiration of the Agreement, whichever comes later.
7.6. Upon termination of the Agreement or at the request of the Party that owns the confidential information, the Party to which such information was transferred undertakes to return or destroy as soon as possible (at the discretion of the Party that owns the information) all confidential information transferred by the Party that owns the transferred information, in accordance with the Agreement8. FINAL PROVISIONS
8.1. This Agreement may be amended or supplemented only by mutual agreement of the Parties, expressed in writing.
8.2. In cases not provided for by this Agreement, the parties are guided by the current legislation.
8.3. If any of the provisions of this agreement is or becomes invalid, then the validity of its remaining provisions is not lost from this.9. CONTACT DETAILS
9.1. If you have any questions, complaints or comments about these Agreements after reading them, please do not hesitate to contact us in writing or by email at email@example.com