LICENSE AGREEMENT OFFER
FOR THE USE OF THE COMPUTER PROGRAM "Charon"
1. General Provisions
1.1. This License Agreement (the "Agreement/Offer") is a public
offer in accordance with Articles 435, 437, and 438 of the Civil
Code of the Russian Federation and is concluded between LEMNOS
LIMITED LIABILITY COMPANY, TIN 6671301744, PSRN 1246600021425
(the "Licensor"), and an individual entrepreneur or legal entity
(the "User") in relation to the use of the computer program
"Charon" (the "Software").
1.2. The Licensor is the holder of the exclusive rights to the
specified software.
1.3. Acceptance of this Agreement means that the User performs one
or more of the following actions within the scope and under the
terms of the granted license:
-
payment of the license fee on the basis of an invoice issued by
the Licensor;
- installation, launch, or other actual use of the Software;
- obtaining access to the Software and/or its functionality.
From the moment such actions are performed, the Agreement is deemed
concluded.
1.4. By accepting the Agreement, the User confirms that:
- they have reviewed the terms of the Agreement in full;
- they understand the legal nature of this Agreement;
-
they accept all terms of the Agreement in full and without
reservations, including the terms of appendices and additional
documents (if any), which form an integral part of the Agreement.
1.5. The Agreement concluded by acceptance of this offer is deemed
to be concluded in writing in accordance with paragraph 3 of
Article 434 of the Civil Code of the Russian Federation.
2. Terms and Definitions Used
The terms and definitions used in these Terms and Conditions have
the following meanings:
2.1. Offer means this License Agreement (public
offer) posted on the Licensor's website at
https://charon24.ru/, as well as otherwise communicated to the User.
2.2. "Charon" means a computer program intended to
ensure the User's interaction with messengers and/or other
information systems, including object code, functional modules,
updates, and accompanying documentation distributed via the
Internet.
2.3. User means an individual, individual
entrepreneur, or legal entity that has accepted this Offer and
obtained the right to use the Software under this Agreement.
2.4. Tariffs means the current list of tariff
plans and license fees published by the Licensor on the website at
https://charon24.ru/.
2.5. Parties means the Licensor and the User
within the framework of this Agreement.
2.6. Other terms and definitions not expressly defined in this
Agreement shall be interpreted in accordance with the legislation
of the Russian Federation and customary business practice.
3. Subject of the Agreement
3.1. The Licensor grants the User a non-exclusive right to use the
computer software "Charon" (the "Software") under the terms of this
License Agreement and the tariff plan selected by the User, and the
User undertakes to pay the Licensor a license fee in the amount and
in the manner provided for by such tariff plan.
3.2. The right to use the Software is granted in the form of remote
access to the Software's functionality via the Internet by giving
the User access to the Licensor's resources required to use the
Software within the paid license.
3.3. This Agreement is not a services agreement, work contract, or
any other agreement involving the performance of work or provision
of services. The provision of access to the Software and related
technical capabilities is carried out solely for the purpose of
implementing the granted license.
3.4. The scope of the User's rights to use the Software, functional
capabilities, limitations, license term, and license fee are
determined by the terms of the tariff plan effective at the moment
this Offer is accepted.
3.5. The Licensor's obligations under this Agreement are limited to
granting the User the right to use the Software to the extent
provided by this Agreement and the selected tariff plan.
3.6. All questions related to the use of the Software and the
performance of this Agreement shall be addressed to the Licensor
using the contact details specified in the section "Licensor
Details" of this Agreement.
4. Rights and Obligations of the Licensor
4.1. The Licensor undertakes to:
4.1.1. Provide the User, after payment for the Services, with the
information necessary to access the Charon software via the
Internet (installation script and installation instructions).
4.1.2. Publish on its website
https://charon24.ru/
all amendments and additions to this Agreement, including changes
to tariffs, at least 1 day before they take effect.
4.1.3. In case of any change in details, including banking
details, promptly notify the User by email.
4.1.4. Provide the User with the Services in accordance with this
Agreement and the selected tariff, subject to payment by the User
for the relevant service period.
4.1.5. Maintain the confidentiality of information received from
the User for the performance of work.
4.2. The Licensor has the right to:
4.2.1. Suspend the User's access to the Software in the event of
expiration of the paid period, non-payment, or the User's debt
under this Agreement. Access may be restored after payment is
received and if there are no other violations of the Agreement.
4.2.2. Change tariffs, the terms of this Agreement, and appendices
thereto without prior approval from the User, provided that the
amended terms are published on the Licensor's official website at
https://charon24.ru/
at least one calendar day before they take effect.
4.2.3. Restrict, suspend, or terminate the User's access to the
Software and/or block the User's account in the following cases:
-
the User performs actions that pose a threat to the security of
the Russian Federation, its defense capability, and the health and
safety of people in its territory;
-
the User fails to pay the license fee or otherwise violates the
terms of this Agreement;
-
the User or the end user of the Software uses the Software
unlawfully, including causing damage to the Licensor or third
parties;
-
the User creates more than one account or uses identical account
data when creating multiple accounts (including phone number, full
name, payment system data, etc.) (the "Multi-account");
-
the User uses the Software to send mass unsolicited
correspondence (SPAM), including for advertising purposes.
4.2.4. Engage third parties to fulfill its obligations under this
Agreement without the User's approval. At the same time, the
Licensor remains responsible to the User for the quality,
confidentiality, and timeliness of obligations performed by such
third parties as for its own.
4.2.5. Request from the User information and materials necessary to
provide access to the Software and to fulfill obligations under this
Agreement, as well as to verify the User's compliance with the
terms of use of the Software.
4.2.6. Verify the User's compliance with the Software usage terms
(including the number of active devices/accounts), including by
using automated analysis tools.
4.2.7. Send the User notifications about debt, the need to pay for
the next license period (including the next month/period of the
tariff plan), and the possible suspension of access to the Software
if payment is not received on time. Notifications are sent to the
User's email address specified when accepting this Agreement.
4.2.8. Without prior notice to the User, disclose information
related to the use of the computer program in cases where such
disclosure is mandatory under the legislation of the Russian
Federation, pursuant to a lawful request from a court, law
enforcement authority, or other authorized state body. Such
disclosure shall not be considered a breach of this Agreement or
the Licensor's obligations to the User.
5. Rights and Obligations of the User
5.1. The User undertakes to:
5.1.1. Carefully review this Agreement and appendices thereto,
including tariffs, before accepting this Offer.
5.1.2. Comply with the requirements set out in this Agreement and
appendices thereto, which form an integral part of it.
5.1.3. Timely and fully pay the license fee in accordance with the
selected tariff plan and the terms of this Agreement, and use the
Software only within the paid volume (including the number of
connections/accounts).
5.1.4. Not transfer their rights and obligations under this
Agreement to third parties without the Licensor's written consent.
5.1.5. Independently comply with license terms and user agreements
of messengers and social networks used as part of the Software's
functionality.
5.1.6. In the event of changes to contact details, postal address,
location address, organization name and details, banking details,
and other significant information, immediately notify the Licensor
by any available means.
5.1.7. Appoint and provide the Licensor with the contact details of
the User's authorized representative (the "User Representative"),
who will interact with the Licensor on technical and organizational
issues related to the use of the Software, and receive and transmit
access credentials (logins/passwords) and other powers involved in
the use of the Software.
5.1.8. The User undertakes to:
-
not reproduce the Software, including recording it in computer
memory;
- not modify the Software or its source code;
- not make the Software public;
-
not distribute copies of the Software or its parts and/or perform
other actions aimed at deriving commercial benefit from the use of
the Software in relations with third parties;
-
not grant sublicenses for any use of the Software or its parts to
third parties and/or resell the account, and not enter into any
other legal relations with third parties for the purpose of
deriving profit from transferring access to the Software;
- not attempt to bypass technical limitations of the Software;
- not reverse engineer, decompile, or disassemble the Software;
- not create copies of the Software;
-
not provide the Software for rent or other possession and/or use
for the purpose of deriving profit from transferring access to the
Software;
- not attempt to access data of other Users;
-
not perform any other actions not provided for by this Agreement;
- not modify the appearance of the Software user interface.
5.1.9. The User undertakes not to exceed the number of
connections/accounts provided by the tariff plan, and not to use the
Software for mass mailings, spam, fraudulent actions, or other
unlawful purposes.
5.1.10. The User shall promptly notify the Licensor of any change
in the contact person authorized to interact with the Licensor,
receive notifications, access credentials, and other information in
connection with this Agreement. If the User fails to provide such
information or provides it late, the Licensor shall not be liable
for granting access, transferring information, or taking other
actions in relation to the previously specified contact person of
the User. All risks and possible adverse consequences in such a
case are borne by the User.
5.2. The User has the right to:
5.2.1. Use the Software within the number of connections
(accounts/devices) provided by the selected tariff plan.
5.2.2. Receive from the Licensor access to the Software and its
functionality to the extent corresponding to the selected tariff
plan, subject to timely payment of the license fee.
5.2.3. Contact the Licensor's technical support service in the
procedure and under the conditions provided by this Agreement.
5.2.4. Refuse to use the Software by notifying the Licensor in
writing. In this case, access to the Software is terminated from
the moment the Licensor receives the relevant notice. At the same
time, payment for the already paid period is non-refundable unless
otherwise provided by this Agreement or the tariff plan.
6. Cost and Payment Procedure
6.1. The cost of the license is determined by the tariffs published
on the Licensor's website at
https://charon24.ru/
6.2. Payment of the license fee is made by prepayment in the amount
of 100% of the cost of the selected tariff plan.
6.3. The moment of payment and the start of the license term is the
receipt of funds into the Licensor's bank account.
6.4. The User undertakes to pay the invoice issued by the Licensor
within 5 (five) business days from the date of invoicing.
6.5. The User independently bears responsibility for the correctness
of payments made by them, including when the Licensor's banking
details are changed, from the moment such changes are published on
the Licensor's website
https://charon24.ru/
7. Technical Support
7.1. The Licensor grants the User the right to receive technical
support throughout the term of this Agreement. Technical support
includes consultations on issues related to:
- the functionality of the software (Software);
-
the specifics of installation and operation of the Software on
standard configurations of supported (popular) operating systems
and hardware platforms;
- elimination of errors and failures arising during use.
7.2. Technical support is provided without additional charge unless
otherwise provided by a separate agreement of the Parties.
7.3. All Software updates are an integral part of it and are used
exclusively together with the Software as a single licensing
object, in the manner provided by this Agreement, unless otherwise
specified by a separate license agreement.
7.4. If errors (defects) in the Software are discovered, the
Licensor undertakes to eliminate them as quickly as possible and
release a new corrected version of the Software. The Parties
acknowledge that exact time frames for error elimination cannot be
determined in advance, since the operation of the Software also
depends on third-party software components, the operating system,
and the User's hardware resources.
7.5. The User automatically loses the right to receive updates (new
versions) of the Software if the terms of this Agreement are not
complied with.
7.6. Technical requests and claims related to technical support
services are sent by the User to the Licensor at
support@charon24.ru.
Technical requests are processed during the Licensor's working
hours from 7:00 to 16:00 Moscow time on business days
(Monday-Friday), excluding official public holidays. Requests
received outside working hours are deemed received on the first
business day and are processed in order of queue.
7.7. The Licensor undertakes to provide a response to the User's
request within 24 hours from the moment the request is received,
unless otherwise caused by the complexity of the problem or the need
to involve third-party specialists.
7.8. If circumstances beyond the Licensor's control arise,
including but not limited to interruptions in Internet operation,
power supply, equipment, software, actions of third parties,
accidents, technical failures, and other valid reasons, the period
for reviewing and processing the User's requests may be extended for
the duration of such circumstances without applying liability
measures to the Licensor, of which the User will be notified.
8. Liability of the Parties
8.1. The Licensor and the User bear responsibility for failure to
perform or improper performance of obligations under this Agreement
in accordance with its terms and the current legislation of the
Russian Federation.
8.2. The User independently ensures the safety of their account
information (login, password, and other access means). The User is
responsible for damage caused by disclosure or transfer of their
account information to third parties.
8.3. The User independently bears responsibility for the content of
data posted by them and/or end users on the Internet using the
Licensor's software, for the accuracy of such data, the lawfulness
of its distribution, and the absence of violations of third-party
rights. The Licensor is not responsible for the content of such
data.
8.4. The User independently bears responsibility for compliance
with the requirements of the legislation of the Russian Federation
when using the Software, including legislation on copyright and
related rights, trademark protection, advertising, and other
regulations.
8.5. The User undertakes to independently resolve disputes and
settle claims of third parties related to the use of the Software
and the content posted with its help, and also reimburse the
Licensor for all losses and expenses incurred in connection with
such claims.
8.6. The User bears responsibility for the accuracy of the
information specified by them when registering and applying for a
license, as well as in payment documents when paying for the
Licensor's services.
8.7. The Licensor is not responsible for the impossibility of using
the Software for reasons beyond its control, including but not
limited to:
- malfunction of the User's equipment;
- power supply interruptions;
-
interruptions in the operation of communication networks, the
Internet, and service providers' equipment;
- actions of third parties;
- force majeure circumstances.
8.8. The Licensor is not responsible for the quality and stability
of the User's network connections and communication lines.
8.9. The User independently ensures the safety of their data used
in the course of working with the Software.
8.10. The Licensor is not responsible for operability,
availability, stability of operation, changes in terms of use,
blocking, restriction of access, or termination of third-party
services and software products, including but not limited to
messengers and other communication services used through the
computer program. The Licensor is responsible only for the
functioning of the computer program in terms of ensuring the
technical possibility of integration and synchronization of the
specified third-party services with the relevant software product,
provided that the relevant third-party services operate correctly
and the User complies with the requirements of this Agreement. In
case of blocking, restriction, API changes, interface changes, or
other changes in the operation of third-party services that lead to
the impossibility or limitation of the use of the computer program,
the Licensor is not liable for the User's losses, interruptions in
operation, or data loss.
8.11. The Licensor is not responsible for unauthorized access by
third parties to the User's accounts, data, correspondence, or
other information if such access occurred as a result of actions or
inaction of the User, third parties, or due to vulnerabilities,
failures, or security breaches in third-party services, software
products, or technical means not controlled by the Licensor,
including messengers, data transmission services, and the User's
infrastructure. The Licensor is responsible for the security of the
computer program only within the limits of the technical and
organizational measures implemented by the Licensor and provided for
by current legislation of the Russian Federation.
8.12. If the User violates the terms of this Offer provided for in
clauses 5.1., 5.1.4., 5.1.8., and 5.1.9., the User undertakes to
pay the Licensor a fine of 500,000 (five hundred thousand) rubles
for each such violation. Payment of the fine does not release the
User from the obligation to stop the violation and does not release
them from the performance of other obligations under this Offer, nor
from compensation of damages not covered by the fine, unless
otherwise provided by current legislation of the Russian Federation.
8.13. Any violation by the User of the terms of this Agreement,
including but not limited to violation of obligations, restrictions,
and prohibitions established by this Agreement, constitutes grounds
for the application of the following liability measures to the
User:
- require cessation of the violation;
-
suspend or terminate the User's access to the computer program;
-
recover fines and damages in the procedure and amount provided by
this Agreement and current legislation;
-
exercise other rights and remedies provided by the legislation of
the Russian Federation.
9. Warranties
9.1. During the term of this Offer (Agreement), the Licensor makes
reasonable efforts to eliminate technical failures and errors that
arise when the User uses the software. At the same time, the
Licensor does not guarantee the complete absence of technical errors
and failures, including those caused by malfunctioning User
equipment, incorrect operation of third-party software, or errors
by third-party software developers.
9.2. By accepting the Offer, the User confirms and guarantees to
the Licensor that:
-
all data specified by the User when applying and paying for
services is accurate;
-
the User accepts the terms of the Offer voluntarily, has fully
familiarized themselves with its terms, and understands the
subject of the Offer and the consequences of its acceptance;
-
the User has all necessary authority to accept the Offer and use
the software;
-
the User's use of the software and the content posted with its
help, as well as goods/services referred to by such content, does
not violate current legislation of the Russian Federation or the
rights of third parties.
9.3. Except for the warranties expressly stated in this Agreement,
the Licensor provides no other direct or implied warranties under
this Agreement.
10. Termination of the Agreement and Refund Policy
10.1. The User may terminate this Offer by refusing prepayment for
the next billing period or by sending written notice to the
Licensor. In this case, any debt for services already provided up
to the moment of termination must be paid in full by the User.
10.2. The Licensor may terminate this Offer in the event of the
User's improper performance of the terms of the Offer. In this
case, the unused balance of funds is not refunded, and the User's
debt for services provided is subject to full compensation.
10.3. If the User has paid for the Licensor's services in
accordance with the selected tariffs, funds are not refundable.
10.4. In cases of termination of the Offer for reasons not
specified in this Agreement, recalculation and refund issues are
resolved by agreement of the Parties or in the manner established
by the current legislation of the Russian Federation. All disputes
and disagreements are subject to initial settlement through
negotiations between the Parties. If the dispute cannot be settled
through negotiations, it shall be considered by the Arbitration
Court at the place of the Licensor's location.
10.5. The User has been informed that funds are not refundable in
the following cases:
-
the Charon software does not match the User's subjective
expectations;
-
the User does not use the software in the absence of
circumstances preventing its full use;
-
circumstances arise due to the User's fault, including intentional
acts or negligence.
10.6. If a decision is made to refund funds to the User, the
Licensor transfers the funds within 30 calendar days from the date
such decision is made.
11. Confidentiality
11.1. The Licensor and the User undertake to maintain the
confidentiality of any information received by one Party from the
other in the course of fulfilling obligations under this Offer
(Agreement), except in cases expressly provided for by this Offer
(Agreement) and the legislation of the Russian Federation.
11.2. Confidential information within the framework of this Offer
(Agreement) does not include information that is publicly available
in accordance with the requirements of the legislation of the
Russian Federation, as well as information whose disclosure is
mandatory by law, including information on licenses and rights to
use the software.
11.3. The obligation to maintain confidentiality does not apply in
cases where disclosure of information is required by competent state
authorities in accordance with the legislation of the Russian
Federation.
12. Force Majeure
12.1. The Licensor and the User are released from liability for
partial or complete non-performance of obligations under this Offer
(Agreement) if they prove that such non-performance was caused by
force majeure circumstances arising after acceptance of the Offer as
a result of extraordinary events that the Parties could not
reasonably foresee, prevent, or take into account when accepting
the Offer, including but not limited to fire, explosion, flood,
earthquake, strikes, military actions, terrorist acts, introduction
of a state of emergency or martial law, as well as acts of the
President of the Russian Federation, the Government of the Russian
Federation, and federal and regional authorities.
12.2. Release from liability applies only for the duration of the
force majeure circumstances and their consequences.
12.3. The Party for which force majeure circumstances have arisen
must notify the other Party in writing as soon as possible of the
occurrence, expected duration, and cessation of such circumstances.
12.4. The notice must contain information about the nature of the
force majeure circumstances and, where possible, supporting
documents from competent authorities or other evidence allowing an
assessment of the impact of such circumstances on the possibility of
fulfilling obligations under this Offer (Agreement).
12.5. The existence of force majeure circumstances, their duration,
and their impact on the performance of obligations must be
documented in accordance with the legislation of the Russian
Federation.
12.6. The term for performance of obligations under this Offer
(Agreement) is extended proportionally to the duration of force
majeure circumstances and their consequences.
12.7. If force majeure circumstances and their consequences continue
for more than two months, the Licensor and the User conduct
negotiations to determine acceptable alternative ways to perform
obligations under this Offer (Agreement).
12.8. If force majeure circumstances continue for six months or
more, each Party has the right to refuse further performance of
obligations under this Offer (Agreement) without compensation for
possible losses of the other Party.
13. Term of the Agreement
13.1. This Offer (License Agreement) comes into force from the
moment it is accepted by the User and remains valid for the period
paid by the User in accordance with the selected tariff plan.
14. Licensor Details and Contact Information
Lemnos LLC
Registered address: 620144, Sverdlovsk Region, Yekaterinburg,
Moskovskaya St., 249, apt. 192
TIN 6671301744
PSRN 1246600021425
Phone: 7 (800) 775-71-43
Email: support@charon24.ru
