PUBLIC OFFER AGREEMENT

On granting a non-exclusive license to use the software

This agreement is an official and public offer of the Licensor to conclude an agreement on granting the right (License) of using the “sereda.ai” software, which is available on the Internet at the following web address: https://sereda.ai/. This agreement is public, i.e. its terms are the same for all buyers (hereinafter referred to as Licensees) who have lawfully acquired from the Licensor the right to use the software specified in this agreement, regardless of their status (individual, legal entity, individual entrepreneur), without giving preference to one Licensee over another. By entering into this agreement, the Licensee fully and without exception accepts the terms and procedure of the purchase, payment, terms and conditions of use, liability, License period and all other terms of this Agreement.

1. DEFINITION OF TERMS

1.1. Software (software tools, computer program) is a set of instructions in the form of words, numbers, codes, diagrams, symbols, databases, audiovisual works or in any other form, expressed in a form suitable for reading by a computer or other electronic equipment, which bring such equipment into operation to achieve a certain goal or result (this concept covers both the operating system and the application program expressed in source or object code).

1.2. "sereda.ai" (hereinafter referred to as the "Software") is a software (software tools, computer program) for optimization, organization, implementation of work processes and business efficiency, which is hosted and managed via the Internet, including a web service (web platform) for the automatic producing of individual training courses, including online courses, located on the Internet at the web address: https://sereda.ai/

1.3. The license is provided and guaranteed by this Agreement right of the Licensee (End user) for a paid non-exclusive use of the Software (non-exclusive license), without the right to issue further licenses/sub-licenses, provided by the Licensor to the End user (Licensee) in accordance with the terms of this License agreement. The License includes the ability to modify the Software and make changes to it exclusively in the manner and under the conditions specified in this Agreement and the technical capabilities of the Software.

1.4. Use of the Software means the use of functionality and/or launch in accordance with the procedure determined by the technical capabilities of the Software, technical documentation and this Agreement.

1.5. Licensee, End User - a third party (legal entity or individual/individual entrepreneur) who has legally acquired the Software License from the Licensor for its own use, but not for distribution to third parties.

1.6. End User Data - information accompanying the acquisition of the Software License, received by the Licensor from the End user (Licensee), and containing data on each End user; Software used by the End user or which the End user intends to use; and other data required for the provision of the License.

1.7. Authorized user means a user registered by the Licensee in the Software and authorized at least once.

1.8. Entry Point, Account is an opportunity to access the Software provided to the Licensee and the Authorized User under a non-exclusive license and implemented through a personal login and password entered on a special page of the Software.

1.9. Registration - the Licensee's actions aimed at creating an Account, which is carried out in the manner and for the purposes provided for by the License.

1.10. Account - a record in the Licensor's system (login/password) that stores data that allows to identify and authorize the Licensee and the authorized user.

1.11. Technical support - activities carried out by the Licensor within the limits and scope established by them to ensure the functioning of the Software, including information and consulting support of the Licensees on the use of the Software.

1.12. The Parties agree that the terms "Software", "Software Tools", "Computer Program" and "sereda.ai" have the same meaning within the meaning of this Agreement and may be used in the primary documents of the Parties confirming the use of the Software under this Agreement.

2. SUBJECT OF THE CONTRACT

2.1. Under this Agreement, the Licensee (End user) pays for and the Licensor grants the Licensee the right to use the Software within its functionality by reproducing the Software (connection via the Internet) solely for their own use without the right of issuing further licenses/sub-licenses to third parties.

2.2. The Licensor grants the Licensee the right to use the Software without geographical restrictions (restrictions on the territory), in the manner and on the terms provided for by the current international legislation, the legislation of the countries of the Parties to the Agreement and this License Agreement.

2.3. The Licensee (End user) also has the right to receive from the Licensor, on a paid basis, warranty service for the Software, including services for connection, configuration, modifications (improvements), warranty service and technical support of the Software on the terms and conditions specified by the Parties additionally.

3. COPYRIGHT AND TRADEMARKS FOR GOODS AND SERVICES (TRADEMARKS)

3.1. The Software is the result of intellectual activity and an object of intellectual property rights, which are regulated and protected by Estonian intellectual property law and EU law.

3.2. The Software operation algorithms and its source codes (including their parts) are the Licensor's trade secret. Any use of them or use of the Software in violation of the terms of this License agreement shall be considered as a violation of the Licensor's rights and shall be sufficient grounds for depriving the Licensee, the End user of the rights granted under this License Agreement.

3.3 The Licensor guarantees that they have all the necessary rights to the Software, including the technical documentation of the Software, to grant the Licensee the right to use such Software.

3.4. Liability for violation of intellectual property rights shall be incurred in accordance with the current legislation of Estonia and the EU. 

3.5. This License Agreement does not grant the Licensee any rights to use the trademarks for goods and services (trademarks, trade names) of the Licensor and/or their partners.

4. TERMS AND CONDITIONS OF USE OF THE SOFTWARE. LICENSE SCOPE

4.1 The Licensee is granted the right to use the Software by registering and creating an Entry Point, an Account in the Software.   

4.2. Registration is carried out in the manner prescribed by clause 7.1. of the License agreement.  

4.3 The Licensee shall have the right to place the data belonging to him/her in his/her Account under the License, if it does not violate this License agreement, the legislation of Estonia, the EU or other international legislation. The Licensee shall be responsible for the data and information posted in the Account.

4.4. The License period is limited in time by the validity of the License agreement and is 1 (one) year from the date of granting the License to the Licensee. The License agreement may be extended a non-exclusive number of times in the manner and under the conditions specified in this Agreement and/or amendments thereto, which are integral parts of the Agreement. The license is non-exclusive.  

4.5. The License has no geographical restrictions (territory restrictions).

4.6. The Licensee shall not have the right to modify (improve) and make changes to the Software. 

4.6.1. The Licensee shall have the right to express to the Licensor their wishes to improve the functionality or detected defects (bugs) of the Software.

4.6.2. The Licensee shall have the right to use the Software only within the limits of the available technical capabilities of such Software.

4.6.3. Any modifications (improvements) and/or changes to the Software by the Licensee shall be grounds for termination of this Agreement by the Licensor and the Licensee's liability under this Agreement.

4.7. The License grants the Licensee the right to use the Software in their activities through the Entry Points. The number of Entry Points shall be agreed upon by the Parties when granting the License, calculated and reflected in the cost of the License.

4.8. The Licensee shall not reproduce the Software, including its separate parts, in any way, and/or transfer and/or alienate the Software to any third parties.

4.9. The Licensor grants the Licensee a non-exclusive License (right) to use the Software solely for its own needs, without the right to issue further licenses/sublicenses to third parties. 

4.10. Violation of the terms of this Agreement by the Licensee shall entitle the Licensor to unilaterally terminate this Agreement at any time without refund of the License fee. 

4.11. In case of termination of this Agreement, the Licensor shall immediately stop using the Software and delete all copies and data related to the Software.

5. RIGHTS AND OBLIGATIONS OF THE PARTIES

5.1. The Parties shall comply with the terms and conditions of this Agreement and properly fulfill their obligations.

5.2. The Licensee shall: 

5.2.1. To comply with the obligations stipulated by Articles 3, 4 of this Agreement.

5.2.2. Pay the License fee in full and in a timely manner in accordance with the terms of this Agreement.

5.2.3. Immediately notify the Licensee of any defects or non-compliance of the Software with the terms and conditions set forth herein.

5.3. The Licensee has the right to: 

5.3.1. Use the Software under the terms of this Agreement.

5.3.2. To express to the Licensor their wishes to improve the functionality or detected defects of the Software.

5.4. The Licensor is obliged to:  

5.4.1. Grant the Licensee a non-exclusive License to use the Software.

5.4.2. Ensure the Software operability and compliance with its technical characteristics agreed by the Parties hereunder.

5.5. The Licensor has the right to: 

5.5.1. Receive timely and full payment of the License fee from the Licensee.  

5.5.2. Monitor the Licensee's compliance with the terms of this Agreement.

5.5.3. Terminate this Agreement in case of violation of its terms by the Licensee.

6. LICENSE FEE AND PAYMENT PROCEDURE

6.1. For the provision of the License, the Licensee shall pay the Licensor the amount of money indicated on the Internet at the website https://sereda.ai/ or in accordance with the invoice provided by the Licensor.

6.2. The Licensee shall pay the License fee no later than 5 (five) calendar days from the date of signing this Agreement by transferring to the Licensor the amount specified in clause 6.1. of this Agreement to the current account for payment specified in the details of this Agreement.

6.3. In case of early termination of the License in case of violation of the terms of this Agreement by the Licensee or termination of the License at the initiative of the Licensor, the payment of the License fee shall not be refunded to the Licensee.  

6.4. The License price may be changed by the Licensor in case of expiration of the License term and extension of the License.

7. PROCEDURE FOR USING THE SOFTWARE

7.1. Registration.

7.1.1. In order to use the Software, the Licensee shall perform one of the following Registration procedures: 

7.1.1.1. Independently pay the cost of the License on the Internet on the website: https://sereda.ai/. After payment of the License, the Licensee shall be granted with an Account and an Account for using the Software,

or

7.1.1.2. To pay the License fee according to the payment invoice provided by the Licensor, after which the Licensee's customer service manager creates an Account for the Licensee and records the payment of the License fee for the use of the Software. Subsequently, the Licensee shall be sent a letter to their e-mail address with a link to create a password and fill in the necessary data in the Software.

7.1.2. For registration, the Licensee undertakes to provide accurate and complete information about themselves and the Authorized users on the issues proposed in the Registration form and to keep this information up to date. If the Licensee provides incorrect information or the Licensor has reason to believe that the information provided is incomplete or unreliable, the Licensor shall have the right, at its discretion, to block or delete the Licensee's Account, as well as to prohibit the use of the Software.

7.2. Login and password to access the Licensee's or Authorized user's Account.

7.2.1. When registering the Licensee, the Licensee's e-mail address is used as a login. The Licensee's e-mail address is the only one and unique for the Software system.

7.2.2. The Licensee or the authorized user is solely responsible for the security (resistance to guessing) of the password chosen by them, and also ensures the confidentiality of their password. The Licensee shall be solely responsible for all actions/inactions (as well as their consequences) within or with the use of the Software under their Account, including cases of voluntary transfer or non-compliance with the confidentiality of data for access to their Account to third parties under any conditions (including under contracts or agreements). In this case, all actions within or with the use of the Software under the Licensee's account shall be deemed to be performed by the Licensee, except for cases that occur after the Licensor receives a notification from the Licensee about the unauthorized use of the Software under the Licensee's account or about any violation (suspected violation) of the confidentiality of his password.

7.2.3. The Licensee is obliged to immediately notify the Licensor of any case of unauthorized access to the Software using their Account and/or any breach (suspected breach) of the confidentiality of their password. For security purposes, the Licensee shall be obliged to securely log out of their account after each session of using the Software. The Licensor shall not be liable for possible loss of data, as well as other consequences of any nature that may occur due to the Licensee's violation of the provisions of this License Agreement.

7.3. Deletion of the Account. The Licensor shall have the right to block and delete the Licensee's Account, including all content (data, information, audiovisual content, etc.) without giving any reason, in case of violation of the terms of the License Agreement. From that moment on, it is impossible to restore the Account, any information related to it, as well as access to the Software using this Account.

8. RESTRICTIONS ON THE USE OF THE SOFTWARE

8.1. The Licensee and/or the Authorized users shall not take any actions that may cause: 

8.1.1. Disruption of the Licensor's equipment and network. 

8.1.2. Disrupt the operation of the Software or limit the ability of other users to use the Software.

8.1.3. Unauthorized access to the Software, as well as information and information-computing and network resources of the Licensor.

8.1.4. Causing or threatening to cause damage to third parties, in particular by posting information and links to network resources, the content of which contradicts the current international legislation, EU legislation and/or Estonian legislation.

8.2. The Licensee shall independently ensure the availability of equipment that meets the technical requirements for the use of the Software and access to the Internet.

8.3. The Licensee warrants that it has all necessary rights to all data, computer programs or services used by them in connection with the use of the Software, and that such actions do not violate the rights of third parties.

8.4. The Licensee shall not use the Software in any way other than specified in this License agreement, as well as copy, sell and resell it or access to it, except as agreed in writing with the Licensor.

9. RESPONSIBILITY OF THE PARTIES

9.1. In case of non-fulfillment or improper fulfillment of the obligations under this Agreement, the Parties shall be liable in accordance with the terms of the Agreement and the current legislation of Estonia.  

9.2. In case of violation of the terms of this Agreement, the Licensor shall pay a fine to the Licensee in the amount of the cost of the purchased License for each case of violation. 

9.3. In case of violation of the terms of this Agreement, the Licensee shall pay the Licensor a fine of EUR 1000.00 (one thousand) for each case of violation.

9.4. In case of violation by the Licensee of the requirements stipulated in Articles 3, 4, 8 of this License agreement, the payment of the License fee shall not be refunded to the Licensee and shall be credited by the Licensor as a fine.   

9.5. Payment of penalties shall not release the Parties from fulfillment of their obligations under this Agreement.

10. CONFIDENTIAL INFORMATION AND TRADE SECRETS

10.1. The Parties undertake not to disclose any confidential information and trade secrets of the other Party that may become or will become known in the course of fulfilling the terms of this License agreement. 

10.2. The Parties shall not transfer to third parties or disclose in any way information and/or documents that are confidential and/or trade secrets without the written consent of the other Party. These restrictions shall not apply if such information and/or documents are provided at the request of a public authority, judicial body or are required by international law.

10.3. In the event that third parties become aware of information related to confidential and/or trade secrets, the Party that discovered such fact shall notify the other Party in writing within one (1) day from the moment such fact became known. 

10.4. Termination of this Agreement shall not relieve the Parties from the obligation to comply with Article 9 hereof within three (3) years from the date of termination of the Agreement.

11. FORCE MAJEURE CIRCUMSTANCES

11.1. The Parties shall be released from liability for non-fulfillment and/or improper fulfillment of obligations under this Agreement in the event of force majeure circumstances, such as adoption by state authorities of regulations that significantly impede the implementation of the Agreement, earthquakes, floods, fires, typhoons, hurricanes, hostilities, wars, mass diseases (epidemics, epizootics), transportation restrictions, prohibition of trade operations with certain countries as a result of international sanctions, as well as in the event of other similar circumstances that do not depend on the will of the Parties.

11.2. The Party affected by force majeure shall notify the other Party thereof within 5 (five) days from the date of occurrence of such circumstances.

11.3. In the event of force majeure, the period for the Parties to fulfill their obligations under this License Agreement shall be extended in proportion to the time during which such force majeure and/or its consequences are in force.

11.4. The party referring to force majeure shall provide a document issued by a competent state authority or the Chamber of Commerce and Industry to confirm such influence.

11.5. If force majeure circumstances last for more than 3 (three) months, each Party shall have the right to terminate this License agreement.

12. TERM OF VALIDITY AND TERMINATION OF THE AGREEMENT

12.1. The Agreement shall enter into force from the date of its signing by the Parties and shall be valid until the Parties fully fulfill their obligations within 1 (one) year from the date of granting the Licensee the License to use the Software. 

12.1.1. The License agreement may be extended a non-exclusive number of times. In case the Licensee continues to use the Software after the expiration of the License term, the License Agreement shall be deemed extended (prolonged) automatically for 1 (one) year. In case of extension (prolongation) of the License agreement, the Licensor has the right to change the cost of the License.

12.2. The Agreement may not be terminated unilaterally without the prior written consent of the other party, except as provided for in this License agreement. 

12.3. The License agreement may be terminated in the following cases:

12.3.1. In case of violation by the Licensee of the terms and conditions specified in this License agreement.

12.3.2. On the grounds provided for by the legislation of Estonia. 

12.4. In the event of termination of the License agreement on the grounds provided for in this License agreement, the funds transferred to the Licensor under this Agreement as payment for the License shall not be refunded to the Licensee.

13. DISPUTE RESOLUTION

13.1. The Parties undertake mutual obligations to resolve disputes through negotiations. In case of failure to reach agreement on the resolution of disputes through negotiations, such disputes shall be resolved in court. 

13.2. This Agreement shall be governed by and construed in accordance with the laws of Estonia.

14. FINAL PROVISIONS

14.1. This Agreement shall enter into force from the date of purchase of the License by the Licensee.  

14.2. The Parties agree and do not object to the use of their personal data in all documents related to this Agreement in order to ensure the implementation of tax relations, accounting relations, and other contractual cooperation regulated by the laws of Estonia. The Parties undertake not to disclose the Parties' personal data under this Agreement to third parties, except as provided for by the applicable laws of Estonia. The Parties shall not further require the deletion of their personal data set forth in this Agreement from the database of each Party, except in the event of termination of this Agreement.

15. DETAILS AND SIGNATURES OF THE PARTIES: