Definitions

“Terms" means these terms of use (i.e. terms & conditions) updated on the stipulated date hereabove. “Provider" (“we", “us", “our") means Mini IT, Ltd. a company organized and existing in Russia, with a registered address at 139 Gagarina, Office 29, Samara, 443067. “User" (“you", “yours", “your") means any individual or legal entity which is willing and obtains a license for usage of the Asset and accepts these Terms. “Party" means either Provider or User. “Parties" means both Provider and User. “Asset" means access to the Source code and the Binary code. “Source code" means algorithm which is provided in file formats: .hx, .cpp, .sql, .as3, .js, .cs, .php. “Binary code" means algorithm which is provided in file formats: .n, .bin. “License" means a legal permission which is granted by the Provider to the User when User meets the requirements of these Terms for the Period only. “Confidential Information" means information that:

• is by its nature confidential;
• is designated in writing by Provider as confidential;
• the User knows or reasonably ought to know this information as confidential;
• information comprised in or relating to any Intellectual Property Rights of Provider.

“Intellectual Property Rights" means all rights in and to any copyright, trademark, trading name, design, patent, know how (trade secrets) and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic field and any application or right to apply for registration of any of these rights and any right to protect or enforce any of these rights, as further specified in Section “Intellectual Property Rights". “Period" means the period of these Terms commencing on the Commencement Date as specified herein and expiring on the Expiry Date as specified herein. “Logo" means brand-name of the Provider as a text combination or/and image. “User's Project" means any software or any similar product which is developed by the User implementing the Asset hereunder.

Acceptance of the Terms of Use

These Terms apply to your use of the Asset which was produced by the Provider and/or its affiliates. User can implement Binary code or Source code to its own products and software within the Period only. Please read the Terms before you start to use the Asset. By using the Asset you accept and agree to be bound and abide by these Terms of Use. Using the Asset without these Terms acceptance is not allowed.

License Grant

Provider grants to the User a non-exclusive, non-transferable License for the Period to use the Asset for the implementation of the Source code or Binary code to its own products and software within the Period only, subject to the terms and conditions set out herein.

Changes to the Terms of Use

We may update these Terms from time to time; you are to check this page regularly to take notice of any changes. Your continued use of the Asset following the posting of revised Terms means that you accept and agree to the changes.

Payments & Payment Schedule

The Terms specifies the payments to be effected as follows:

• First installment payment and each following of EUR 99 (twenty-nine euros) shall be made when obtaining License and accepting these Terms and shall be made for each next month of usage of the Binary code. Such payments are not refundable. Date of first installment payment by the User is considered to be Commencement Date.
• If the User fails to make a regular monthly payment according to the paragraph 1 hereabove then the Terms are considered to be declined by the User until the required payment is effected by the User. Herewith the User shall make the next payment according to the paragraph 1 hereabove after each delay of payment (i.e. declining the Terms). None of such payments are refundable. Date of User's fail to provide a regular payment is considered to be the Expiry Date.
• The User is allowed to include the Asset into his own product without specifying the Brand-name and Logo of Provider if the User pays Provider the amount of EUR 1.500 (one thousand five hundred). This is one-time payment and the User may not use the Provider's name within the whole Period. Otherwise the User is to use Provider's Brand-name and Logo within the whole Period.
• The User may require a Premium Support for the Asset which implies a guaranteed respond for any technical matter within the next twenty four (24) hours since such receipt and access to the Asset developers' contact information. Such Premium Support is subject to payment of EUR 1.500 (one thousand five hundred) per month.

Payments are to be effected per each User and per each User's Project in which the Asset is implemented. The Asset is not subject for any payments if the main purpose of usage is non-commercial use or use for educational purposes. Herewith each query for non-commercial use or use for educational purposes is to be considered individually by the Provider.

User's Obligations

The User cannot use the Asset for purposes other than implementation of the Source code or the Binary code to its own products and software within the Period. The User is to use Provider's Logo in his own products except if the User meets the requirements of the Section “Payments & Payment Schedule" hereabove. The User may permit its employees or its subcontractors (if any) to use the Asset for the purposes described in paragraph 1 hereof, provided that the User takes all necessary steps and imposes the necessary conditions to ensure that all employees or subcontractors using the Asset do not commercialize or disclose the contents of it to any third person, or use it other than in accordance with the Terms. The User shall not distribute, sell, license or sub-license, let, trade or expose for sale the Asset to a third party. No copies of the Asset are to be made other than as expressly approved by Provider. User is allowed to make changes to the Asset or its content and such changes remains User's property. The User will provide technological and security measures to ensure that the Asset which the User is responsible for is physically and electronically secure from unauthorized use or access. User shall ensure that the Asset retains all Provider's copyright notices and other proprietary legends and all trademarks or service marks of Provider. The User is allowed not to use Provider's trademark if he meets the requirements of Section “Payments & Payment Schedule" hereof.

Intellectual Property Rights

All Intellectual Property Rights over and in respect of the Asset are owned by Provider. The User does not acquire any rights of ownership in the Asset.

Limitation of Liability

The User acknowledges and agrees that neither Provider nor its board members, officers, employees or agents, will be liable for any loss or damage arising out of or resulting from Provider's provision of the Asset under this Terms, or any use of the Asset by the User or its employees; and User hereby releases Provider to the fullest extent from any such liability, loss, damage or claim.

Confidentiality

Neither Party may use, disclose or make available to any third party the other Party's Confidential Information, unless such use or disclosure is done in accordance with these Terms. Each Party must hold the other Party's Confidential Information secure and in confidence, except to the extent that such Confidential Information:

• is required to be disclosed according to the requirements of any law, judicial or legislative body or government agency; or
• was approved for release in writing by the other Party, but only to the extent of and subject to such conditions as may be imposed in such written authorization.

This Section “Confidentiality" will survive termination of these Terms.

Disclaimer & Release

To the extent permitted by law, Provider will in no way be liable to the User or any third party for any loss or damage, however caused (including through negligence) which may be directly or indirectly suffered in connection with any use of the Asset. The Asset is provided by Provider on an “as is" basis. The Provider shall provide technical support for the Asset according to the paragraph 8 of the Section “Payments & Payment Schedule" only. Provider will not be held liable by the User in any way, for any loss, damage or injury suffered by the User or by any other person related to any use of the Asset or any part thereof. Notwithstanding anything contained in these Terms, in no event shall Provider be liable for any claims, damages or loss which may arise from the modification, combination, operation or use of the Asset with User software. Provider does not warrant that the Asset will function in any environment. The User acknowledges that the Asset has not been prepared to meet any specific requirements of any party, including any requirements of the User; and it is therefore the responsibility of the User to ensure that the Asset meets its own individual requirements. To the extent permitted by law, no express or implied warranty, term, condition or undertaking is given or assumed by Provider, including any implied warranty of merchantability or fitness for a particular purpose.

Indemnity

The User must indemnify, defend and hold harmless Provider, its board members, officers, employees and agents from and against any and all claims (including third party claims), demands, actions, suits, expenses (including attorney's fees) and damages (including indirect or consequential loss) resulting in any way from:

• User's and User's employee's use or reliance on the Asset,
• any breach of the Terms by the User or any User's employee, and
• any other act of User.

This Section “Indemnity" will survive termination of the Terms.

Waiver

Any failure or delay by either Party to exercise any right, power or privilege hereunder or to insist upon observance or performance by the other of the provisions of the Terms shall not operate or be construed as a waiver thereof.

Governing Law

These Terms will be construed by and governed in accordance with the laws of The United Kingdom. The Parties submit to exclusive jurisdiction of the courts of Cyprus. Arbitration shall be processed according to the International Commercial Arbitration Law of 1987 (Law 101/87) of Cyprus in English. There shall be one (1) arbitrator only.

Termination

The Terms and the License granted herein commences upon the Commencement Date and is granted for the Period unless otherwise terminated by Provider in the event of any of the following:

• if the User is in breach of any term of the Terms and has not corrected such breach to Provider's reasonable satisfaction within seven (7) days of Provider's notice of the same;
• if the User fails to make any regular payment which becomes due according to the Section “Payments & Payment Schedule" hereof;
• if the User becomes insolvent, or institutes (or there is instituted against it) proceedings in bankruptcy, insolvency, reorganization or dissolution, or makes an assignment for the benefit of creditors; or
• if the User is in breach of Section “Intellectual Property Rights" or Section “Confidentiality".

Termination under this Section shall not affect any other rights or remedies Provider may have.

License Fee

In consideration for the License grant described in these Terms User shall pay the Provider fee as stated in Section “Payments & Payment Schedule" immediately upon accepting these Terms in the next online form provided and upon each next month within the Period. The Asset hereof is royalty-free. The License fee and any other amounts payable by the User to the Provider, under the Terms, are exclusive of any and all foreign and domestic taxes.

Assignment

User shall not assign any rights of these Terms, without the prior written consent of Provider.

Notices

All notices required under the Terms shall be in writing and shall be deemed given (i) when delivered personally; (ii) five (5) days after mailing, when sent certified mail, return receipt requested and postage prepaid; or (iii) one (1) business day after dispatch, when sent via a commercial overnight carrier, fees prepaid. All notices given by either Party must be sent to the address of the other as first written above (unless otherwise changed by written notice).

Counterparts

The Terms is to be executed in electronic form only and shall not be printed in original and signed and stamped by the legal representatives of Parties.

Severability

The Parties recognize the uncertainty of the law with respect to certain provisions of the Terms and expressly stipulate that the Terms will be construed in a manner that renders its provisions valid and enforceable to the maximum extent possible under applicable law. To the extent that any provisions of the Terms are determined by a court of competent jurisdiction to be invalid or unenforceable, such provisions will be deleted from these Terms or modified so as to make them enforceable and the validity and enforceability of the remainder of such provisions and of the Terms will be unaffected.

General Contact Information of the Provider

Provider's details: Mini IT Ltd a company organized and existing in Russia, with a registered address at Russian Federation, 139 Gagarina, Office 29, Samara, 443067 Provider's e-mail for general and claim communication: hello@snipeserver.com