5. The rules of use of the "Artsofte Proptech Platform” Web service
5.1 Registration in the Web Service shall be carried out by the Licensee independently by typing in his Access Details. The access details used by the Licensee to access the Artsofte Proptech Platform Web Service are not restored by the Licensor. Password shall be reset by the Licensee independently.
5.2 The Licensee shall be full responsible for actions and/or omissions to act resulting in disclosure, loss, theft, etc. of his credentials and other information that individualizes the Licensee, as well as for any actions and / or omissions to act of third parties using the Licensee's credentials. The Licensor shall not be responsible for the above actions of the Licensee and/or third parties that use the Licensee's credentials.
5.3 When using the Web Service, it is prohibited to undertake any actions aimed at gaining unauthorized access to the resources of the Licensor's Web Service, personal credentials and other data of other Licensees, as well as any other data accessible via the Internet. It is forbidden to carry out mass mailing of electronic messages (e-mail messages and other means of individual information exchange) of a commercial, advertising and other nature that are not agreed upon by the recipient of the information (“spam”), except for information mailed with the consent of the recipient, subject to a possibility to unsubscribe.
5.4 It is prohibited to mail "spam" through resources not owned by the Licensor, if the message contains details (website, e-mail address, etc.) supported by the Licensor.
5.5 The Web Service shall be used by the Licensee only for lawful purposes and by lawful means, subject to the laws of the Republic of Kazakhstan.
5.6 Responsibility for the content of the data nodes created and maintained by the Licensee shall be borne directly by the Licensee itself. The Licensor does not precheck the content of the information posted and / or distributed by the Licensee, however, when the posting and distribution of such information runs contrary to the law, the Licensor shall have the right to block or delete the relevant resources without warning.
5.7 It is prohibited to post and distribute photo and video materials of a pornographic, vulgar, violent nature, as well as any materials that are in breach of copyrights or law, in particular, calls for violence, overthrow of the existing government, discrimination based on gender, race, religion, nationality, etc.
5.8 It is prohibited to post and distribute any information or software that can be used exclusively to hack computer systems or contains computer viruses or other components equivalent to them.
5.9 It is prohibited to post the so-called "doorways" and other forms of spamdexing.
5.10 The Licensee undertakes not to cause damage to the software shell of the Artsofte Proptech Platform Service, hardware and software, net node computers of the Licensor and third parties.
5.11 The Licensee undertakes to respect the intellectual property rights to the software and documentation provided by the Licensor and/or third parties.
5.12 The description, terms and rules of connection (if any) and other information for each particular connected tariff shall be indicated in the relevant sections of the Web Service / Personal Account, which the Licensee needs to read and understand prior to connecting a particular tariff.
5.13 By gaining the right to use the Artsofte Proptech Platform Web Service, the Licensee confirms the Licensor’s right to place a textual comment “Powered by Artsofte Proptech Platform technologies” in the footer of the Licensee’s websites, to use the Licensee’s logo for placement on the Licensor’s website , in presentations, marketing (advertising) materials, on the websites of its partners (affiliates), in press releases and in public speeches, if such use, reproduction, demonstration or display is associated with advertising (promotion).
5.14 Under no circumstances shall the Licensee be entitled either personally or using third party resources to: replicate, copy and / or transfer to any media the software code of the Artsofte Proptech Platform Web Service, as well as provide a possibility to other persons to perform such actions; restore the source code of the Web Service, and also decompile and disassemble the Web Service; sell or otherwise alienate the rights and obligations under this agreement, the Web Service itself or the materials posted in the Software to third parties; put in pledge, contribute as a contribution to the authorized capital of another enterprise, perform other actions that may result in additional encumbrances over the Web service; remove or make inconspicuous any information about copyrights, trademark rights of the Licensor, the textual comment “Powered by Artsofte Proptech Platform technologies” in the “footer” of the Licensee’s websites; perform any actions in relation to the web service that are in breach of the laws and other legal acts in force on the territory of the Republic of Kazakhstan, as well as the norms of international law adopted in the field of legal protection of the computer software.
5.15 The transfer to the Licensee of the right to use the Web Service (an ordinary (non-exclusive) license) under this agreement shall not result in the transfer of ownership (alienation) of the Web Service, or the creation of the Licensee's right to repurchase the Web Service or the acquisition of exclusive rights thereto.
5.16 The operation algorithm of the Web Service and the source codes of the Web Service software code (including parts thereof) shall constitute trade secrets of the Licensor. Any use thereof in breach of the terms of this License Agreement shall be deemed to be a violation of the rights of the Licensor and shall constitute a sufficient cause to deprive the Licensee of the rights granted under this License Agreement.
5.17 The Licensee undertakes to use the API Access Key for the Smart Catalog Application provided by the Licensor solely within the framework of use of the Smart Catalog Application of the Artsofte Proptech Platform Computer Software, exclusively in interaction therewith, without integration/interaction with other software. If the Licensee uses the API Access Key for the Smart Catalog Application for interaction with any other software, the Licensor shall have the right to unilaterally block the API Access Key for the Smart Catalog Application provided to the Licensee, in whole or in part, without any penalties for the Licensor.
5.18 Due to the technological features of the Web Service, the Licensee shall be entitled to use the "Export" and " Avito data export" Applications exclusively for uploading data to the following websites:
a) Yandex.Realty (https://realty.yandex.ru/
b) DomClick (https://domclick.ru/
c) Dom.rf (https://дом.рф
d) Cian (https://www.cian.ru/
e) Avito (https://www.avito.ru/
f) N1 (N1.RU);
If the Licensee uses the Applications specified in this clause for the purposes of uploading data to other websites not specified in this clause, the Licensor shall be entitled to block the Licensee's access to the "Export" and "Avito data export" Applications in whole or in part, in which case the license fee paid for the use of the Applications shall not be repaid to the Licensee - it shall be applied against penalty for violation by the Licensee of this clause of the Agreement.
6. Rights And Obligations Of The Licensor
6.1 The Licensor undertakes to:
6.1.1 Grant the Licensee, for a period determined by the type of license chosen by the Licensee, a non-exclusive, non-transferable in any form right to use the Artsofte Proptech Platform Web Service (an ordinary (non-exclusive) license) only for the Licensee's business operations.
6.1.2 Ensure the operation of the Artsofte Proptech Platform Web Service, in accordance with the Terms of this Agreement, around the clock 7 (seven) days a week, including weekends and holidays (the Service shall be available at least 90% (ninety percent) of the time per month), except for the cases specified in this Agreement.
6.1.3 Keep a record of payment by the Licensee for connection of access to paid Web Service Applications.
6.1.4 Maintain confidentiality of the Licensee's credentials. The Licensor shall have access to the Licensee's information in order to provide technical support for the operation of the Web Service, and also has the right to access such information in the event of receipt of claims from third parties regarding illegal and / or malicious, as well as other actions of the Licensee that cause harm to the Web Service, Licensor and/or third parties. The Licensor shall have the right to disclose the above data only to the competent government authorities in cases provided for by the current legislation of the Republic of Kazakhstan. Backup of the Licensee's data in order to prevent the loss of information shall not constitute a violation of the confidentiality of the Licensee's information.
6.2 The Licensor has the right to:
6.2.1 Suspend the operation of the Web Service for performance of the necessary scheduled preventive maintenance and repairs on the technical resources of the Licensor, as well as unscheduled work in emergency situations.
6.2.2 Interrupt the operation of the Web Service, if this, in particular, is caused by inability to use information and transport channels that are not the Licensor's own resources, or by the action and / or omission to act of third parties, if this directly affects the operation of the Web Service, including in the event of an emergency. The Licensor shall not bear any responsibility to the Licensee and shall` not reimburse the Licensee for any losses and/or lost profits, including those incurred by the Licensee and/or third parties due to disclosure, loss by the Licensee or theft of the Licensee's credentials, as well as for those arising or that may arise with the Licensee in connection with delays, interruptions in operation of and the inability to fully use the resources, licenses or services of the Licensor occurring for the above reasons.
6.2.3 Make changes and additions to this Agreement, Tariffs by posting these changes and additions on the website of the Web Service http://en.profitbase.global/tariffs
6.2.4 The Licensor shall have the right to update the content, functionality of the Web Service at any time at its sole discretion.
6.2.5 The Licensor shall have the right to block and / or delete the Licensee's Login account, including all content, without giving any reasons therefor, including, without limitation, in the event of breach by the Licensee of the terms of this agreement and / or other related documents, in the event of non-use of the Web service for 30 (thirty) calendar days and the absence of paid licenses for paid Web Service Applications.
6.2.6 Non-use of the Web service shall be understood to mean in this agreement the absence of data in the Licensor's Archival system about the authorization of the Licensee.
6.2.7 The Licensor shall have the right to refer to the Licensee as a user of the Licensor's Web Service and/or Services in any form and on any medium (including on the website of the Service and on any other websites and/or in the Licensor's promotional materials).
7. Rights And Obligations Of The Licensee
7.1 The Licensee undertakes to:
7.1.1 In a timely manner and proper volume transfer to the Licensor the complete, accurate and bona fide information that is necessary for connection of access to the Web Service for the Licensee in accordance with the Agreement.
7.1.2 Use the connected Service in good faith. The information provided by the Licensee in connection with the execution of the Agreement shall meet the requirements of the legislation of the Republic of Kazakhstan. In case of failure to fulfill this obligation, the Licensee undertakes to reimburse the Licensor for all possible losses incurred by the latter thereby.
7.1.3 In a timely manner and in full pay for the connection by the Licensor of paid applications under the Agreement.
7.1.4 Keep track of the changes in the agreement, posted on the Licensor's website at: https://profitbase.global
and in the Tariffs, posted on the Licensor's website at: http://en.profitbase.global/tariffs
7.1.5 Discharge other obligations stipulated by the Agreement.
7.2 The Licensee has the right to:
7.2.1 Initiate orders for connecting new paid Web Service Applications during the effective term of the Agreement.
7.2.2 Monitor the progress and quality of the Connection of paid Web Service Applications without interfering with the activities of the Licensor.
7.2.3 Avoid to commit actions that may cause harm to the activities or image of the Licensor, its partners and successors.
7.2.4 Use the Web Service only in the manner and within the limits set out in this Agreement.
7.2.5 Exercise other rights stipulated by the Agreement.
8. Liability of the parties
8.1 For all matters, not covered by this Agreement, as well as in resolving disputes arising in the course of its execution, the Parties shall be governed by the legislation of the Republic of Kazakhstan. In the event of disputes, the Parties shall endeavor to resolve them by way of negotiations.
8.2 The Licensee shall be responsible for any of his actions and/or omissions to act, both intentional and unintentional, as well as for any actions and/or omissions to act of persons using his credentials related to the posting and/or dissemination of information on the Internet, obtaining through the use of resources of the Licensor of access to the resources of third parties which resulted in and / or may result in a violation of the legislation of the Republic of Kazakhstan or otherwise, as well as for any damage caused by the above actions and / or omissions to act to the Licensor, third parties and the moral principles of society. The Licensor shall not be responsible for such actions and / or omissions to act of the Licensee or persons using his credentials, as well as for the consequences of such actions and / or omissions to act.
8.3 The Licensee shall be liable for any illegal actions and/or omissions to act of the Licensee and/or persons who use his credentials that caused any harm to the Licensor, which became the basis for submission of claims against the Licensor, third party claims and/or orders to pay penalties from government agencies in connection with infringement of third-party rights and / or legislation, as well as loss of business reputation, and shall reimburses the Licensor for all possible losses.
8.4 Based on clause 8.3. of the Agreement, the Licensee undertakes immediately, at the request of the Licensor, to provide him with all the requested information regarding the placement and content of materials used in the Artsofte Proptech Platform Software, assist the Licensor in settlement of such complaints and claims, as well as reimburse for all possible losses caused to the Licensor as a result of lodging of such claims, lawsuits, orders against him.
8.5 The Licensor shall not bear pecuniary responsibility to the Licensee and shall not repay the Licensee the funds paid under the Agreement if the Web Service Applications were not used through a fault of the Licensee (an error in paying the invoice, as a result of which the funds are regarded as “unidentified payments”, violation of the terms of this Agreement,in particular where this resulted in complete or partial loss of the Licensee's information, through a fault of third parties (for example, utility companies) and more). The actual non-use of the Web Service by the Licensee for reasons beyond the control of the Licensor shall not constitute grounds for the repayment of the license fee by the Licensor.
8.6 The Licensor shall not be liable to the Licensee for lost profits.
8.7 In the event that the proper fulfillment by the parties of the terms of the Agreement is impossible due to objective reasons that the Parties could neither foresee nor prevent (natural disasters, changes in the legislation of the Republic of Kazakhstan, actions of public and administrative authorities, military operations of all kinds, and so on), neither of the parties shall be entitled to demand compensation from the other party for damages (including lost profits) caused by improper performance or non-performance of this Agreement.
8.8 The Licensor shall not be responsible for the non-conformance of the Artsofte Proptech Platform Software to the subjective expectations and beliefs of the Licensee about the Artsofte Proptech Platform Software and the results of its use.
8.9 In the event where the Licensee through the Artsofte Proptech Platform computer software connects to any third-party services, resources, services, etc. . although integrated or interconnected with the Licensor's Software, but provided to the Licensee under a separate agreement with a third party (service owner, service provider, a party who executes an order, etc.), the Licensor shall not be responsible either for actions / omissions of third parties - owners of the relevant services, resources, service providers etc., for the result of interaction between the Licensee and a third party, or for the actions/omissions of the Licensee himself when dealing with third-party services, websites, resources, including in articular such actions as: submission of requests, documents, signing of documents, mailing of messages, transfer of personal data and more.
8.10 The Licensor processing personal data of individuals on behalf of the Licensee shall not be liable for failure by the Licensee to comply with the legislation of the Republic of Kazakhstan concerning the processing of personal data, in particular for noncompliance relating to the failure by the Licensee to obtain the proper consents of individuals for the processing of personal data, their transfer and other use.
9. Termination of the Agreement
9.1 The Parties shall have the right to repudiate this Agreement in cases expressly provided for herein.
9.2 The Agreement may be terminated:
9.2.1 by the Licensee in the event that the Licensor is in breach of obligations hereunder for more than 30 (thirty) working days;
9.2.2 by the Licensor at any time with a notice to the Licensee at least 10 (ten) business days in advance of termination;
9.2.3 By agreement of the Parties at any time.
10. Miscellaneous Conditions
10.1 The Licensor shall have the right, where necessary, to involve third parties with the appropriate authority for connection of the Licensee to the Web Service and ensuring the operation of the Web Service.
10.2 If an action of the Licensee became reason for submission of claims against the Licensor, third party claims and/or orders to pay penalties from government agencies or third parties in connection with infringement of third-party rights and / or legislation, the Licensee undertakes to immediately upon request of the Licensor to provide all the requested information regarding the placement and content of materials used in the Artsofte Proptech Platform web service, as well as to settle such claims and lawsuits on its own, appear in court on the side of the Licensor, pay penalties, reimburse for all possible losses to the Licensor, etc . Upon the occurrence of such cases, the Licensor shall have the right to suspend/limit the connection of access to the Service to the Licensee and notify a submitter of such claims, lawsuits, orders of the full responsibility of the Licensee for these claims, lawsuits, orders. To resume connection of access to the Service to the Licensee, the latter shall be obliged to provide the Licensor with notarized copies of documents which bear evidence of settlement of submitted claims, lawsuits, and payment of fines.
10.3 Any disputes and disagreements between the Parties under the Agreement shall be resolved by way of negotiations. Prior to recourse to a court, it shall be required to submit complaints in writing, if to the Licensor - at the address specified in the Agreement, and if to the Licensee - to the Licensee's email address or by means of the electronic document management system via telecommunication channels using an enhanced qualified electronic signature, or by surface mail. A Party whose interests are infringed upon shall be obliged to submit a complaint to the other Party, a response to which is required to be given by the latter within 10 (Ten) working days from the date of receipt thereof. A complaint shall contain: the complainant's claims, the amount of the complaint, a reasonable estimation, the circumstances on which the claims are based, and evidence supporting them, with a reference to regulatory documents.
10.4 Disputes and disagreements that cannot be resolved by the Parties using the complaint procedure may be referred by a Party concerned for resolution to the Court of the Astana International Financial Center in accordance with the laws and legislation of the Republic of Kazakhstan not earlier than 10 (ten) working days from the date of expiration the deadline for response to the relevant complaint, provided for in clause 10.3 of the Agreement.
10.5 The Parties have agreed on the possibility to carry out the document flow hereunder in electronic form via telecommunication channels using an electronic digital signature. The Parties represent that they recognize electronic documents signed with an electronic digital signature as equivalent to paper documents signed with a handwritten signature, including, without limitation, for the purposes of consummation and execution of transactions, signing (certification) of any documents addressed by the Parties to each other, in accordance with the Law of the Republic of Kazakhstan dated 07.01.2003 No. 370-II "Concerning electronic document and electronic digital signature".
10.6 An electronic document, the content and exchange procedure whereof is compliant with the requirements of regulatory enactments, can be accepted by the exchange participants for accounting records as a primary accounting document, used as evidence in court proceedings, and submitted to state bodies at the request of the latter. Existence of an agreement on legally binding electronic document management does not cancel the use of other methods of production and exchange of documents between the Parties.
10.7 The Parties have agreed that all messages and attached scanned signed documents sent using and (or) within the Web Service, as well as electronic messages transmitted from the Licensee's email address specified in the Web Service to email addresses with domain @profitbase.global
and vice versa, shall be signed with a simple electronic digital signature and recognized as legally significant, equivalent to paper documents signed with a handwritten signature of the chief executive or another official of the Licensee authorized by him or that of the Licensee himself (if the Licensee is an individual entrepreneur).
10.8 The Licensee undertakes to send to the Licensor to e-mail addresses firstname.lastname@example.org a list of responsible persons of the Licensee, containing their full names, e-mail addresses no later than 5 (five) working days from the date of fulfillment by the Licensee of the obligation to pay for the Licenses. If the Licensee fails to send the above list to the Licensor, the users of the Licensee's account specified in the Personal Account shall be considered to be the responsible persons of the Licensee. The Licensor shall have the right to send legally significant and other notices to the responsible persons of the Licensee under the Agreement to their email addresses (for responsible persons - users of the Licensee's account - the user's email address specified in the Personal Account shall be used).
10.9 The Parties confirm that the information transferred to the Licensee in the manner specified in clause 10.8 of the Agreement is compliant with the requirements of the legislation of the Republic of Kazakhstan, is legally significant, is sent to the authorized persons of the Licensee, transferred in pursuance of the terms of the Agreement, and can be used as admissible evidence in court.
11. Processing of personal data
11.1 If the connection to the Web Service, its use involves the processing of Personal Data, incl. the use of the Software for recognition of typewritten texts of documents of various formats (scans, photographs), involves the entry of personal data, the Licensee understands, agrees and confirms his consent to the processing by the Licensor of the Personal data of the Licensee or those that were reported / entered / indicated by the Licensee or his individual clients (customers , buyers) in the Artsofte Proptech Platform Software, and were also provided by the Licensee to the Licensor within the framework of an instruction for processing of personal data of individuals who are employees of the Licensee or customers of the Licensee. The accession of the Licensee to this agreement automatically implies that the Licensee encharges the Licensor with an instruction for the processing of personal data specified in this clause. The purposes, deadlines, methods for processing of personal data by the Licensor, the categories of personal data processed under the instruction and other mandatory conditions for the processing of personal data under the instruction are set out in this clause of the Agreement.
11.2 Any processing of personal data provided by the Licensee to the Licensor shall be carried out for the benefit of the Licensee, within the scope of the personal data processing purposes determined by the Licensee himself, but in any case within the framework of the Licensor's obligations involving the discharge of this Agreement. The Licensor shall process personal data of individuals provided by the Licensee under the instruction of the Licensee.
11.3 The provision to the Licensor by the Licensee of personal data of individuals shall be understood to mean, inter alia, provision to the Licensor of personal data of individuals received by the Licensee by reason of login forms being filled out by the Licensee's clients in the Licensee's personal account in the Web Service.
11.4 The Licensor undertakes to maintain confidentiality of the personal data of the Licensees and individuals whose personal data processing was entrusted by the Licensee to the Licensor, in accordance with the requirements of the Licensor's internal documents and the legislation of the Republic of Kazakhstan. The Licensor undertakes to ensure the safety of personal data during their processing, to take the necessary legal, organizational and technical measures to protect personal data from unauthorized or accidental access thereto, destruction, modification, blocking, copying, provision, distribution of the Licensee's personal data, as well as from other illegal actions in relation to the personal data of the Licensee and individuals whose personal data is processed by the Licensor under the instruction of the Licensee.
11.5 If, when using the Artsofte Proptech Platform Web Service by the Licensee in accordance with the Agreement, the Licensee provides the Licensor with information about third parties, their personal data, the Licensee shall guarantee the legality of their receipt and the availability of the necessary consents for their provision, and also shall assume responsibility for the legitimacy of provision and veracity of the said data. The Licensor shall not be responsible for the provision by the Licensee of personal data of individuals without a proper consent of the individual.
11.6 The Licensee shall define processing objectives of the data provided to the Licensor for processing, the conformity of the volume of data processed with the objectives of processing of personal data of individuals. The Licensor shall warn persons involved in the processing of the Licensee's personal data that these data are confidential and can be used only for the purposes for which they are communicated.
11.7 The Licensee undertakes, upon the request of the Licensor, within a reasonable time period, to provide a written confirmation of the consent of third parties to the lawful acquisition and processing of their personal data, both by the Licensee and the Licensor.
11.8 Here is the list of personal data for the processing of which a consent/instruction is given:
a) FULL NAME.;
b) contact phone number;
11.9 The instruction of the Licensee for the processing of personal data set out in subclauses a) - d) of Clause 12.8 of the Agreement shall be given for the effective term of this Agreement plus 8 (eight) calendar months.
11.10.The Licensee shall give the instruction to the Licensor for the processing of personal data using he following methods:
a) acquisition, receipt, recording, systemization, accumulation, retrieval, use, depersonalization and storage of personal data;
b) clarification (updating, changing) of personal data;
c) use of personal data for the execution of this Agreement;
d) provision of personal data in the manner provided for by the legislation of the Republic of Kazakhstan.
e) for the purposes of mailing of commercial offers, news for marketing and other commercial purposes;
f) provision of personal data to third parties on the territory of the Republic of Kazakhstan for the purposes of performance of the Agreement in the manner prescribed by the legislation of the Republic of Kazakhstan (including for the processing of personal data under the instruction).
11.11.The Licensor shall process and maintain confidentiality of personal data in accordance with the requirements of the legislation of the Republic of Kazakhstan.
Artsofte.KZ Proprietary Limited Company
Kazakhstan, Nur-Sultan city, Yesil district, Kerey street, Zhanibek Khandar,
building 18, non-productive premises 1, postal code Z05K4F8
Postal address: 010000, Nur-Sultan, Saryarka Ave. 12, office 100
Current account KZ238562203117405742 (KZT)
In "CenterCredit Bank” JSC
The Agreement shall become effective from the date indicated in the "Effective date" line and shall remain in effect until cancellation of the Agreement by the Licensor.
The Offer does not require stamps to be affixed and / or signing by the Parties, while remaining in full force and effect.