LICENSE AGREEMENT – PUBLIC OFFER

to transfer non-exclusive right to use the computer program

Saint-Petersburg, Russia

This document is  an  official offer of the company "IT Libertas" LLC,   organised and existing under the laws of Russian Federation,  to conclude a license agreement on the terms and conditions specified in the  agreement . This document is addressed to an unlimited circle of individuals and legal entities, hereinafter referred to as the "Licensee", is an official public offer, hereinafter referred to as the "Offer", of the Limited Liability Company "IT Libertas", hereinafter referred to as "Licensor", represented by Chief executive officer Alexander Filippov, acting on the basis of the Articles of Association, to conclude a License Agreement, hereinafter referred to as the "Agreement", on granting the right to use the computer program, namely the derivatives of the Odoo software modules (extensions), at prices and in the composition selected by the Licensee on the Licensor's official website  https://odootools.com h ereinafter referred to as " Software ", on the terms provided in the Offer, and contains all essential terms and conditions for the Licensor to provide the  Software The  Licensor and  the  Licensee together are hereinafter referred to as  the  "Parties".

1. General Provisions

1.1. The conclusion of the Agreement by the Licensee, that is full and unconditional acceptance by the Licensee of the terms of the Agreement and all its attachments, is downloading and/or installing and/or using the Software and/or transferring of the payment by the Licensee to the one of the accounts of the Licensor, specified in the Agreement, for the right to use the Software. The date of the conclusion of the Agreement is the date, when the Licensee committed the earliest action of any of the actions of downloading and/or installing and/or any using of the Software and/or making the payment by the Licensee for the right to use the Software.

1.2.  The Offer comes into force from the moment of its posting on the official website of the Licensor in the Internet  https://odootools.com , hereinafter referred to as the "Site".

1.3. The Licensor has the right to change the terms of the Offer, the Agreement and its attachments through the publishing of a notice of such changes on the Site.

2. Subject of the Agreement

2.1. Under the terms and conditions of the Agreement, the Licensor grants to the Licensee the non-exclusive right to use 1 (one) copy of the Software by publishing on the Site a file containing the specified Software, and the Licensee shall pay to the Licensor a fee for granting the right to use the Software in accordance with the terms established by the Agreement. The publishing of a file containing the Software does not imply undertaking by the Licensor of any obligations related to the provision of unconditional possibilities for downloading and/or installing and/or using the Software.

2.2. The owner (the licensor) of the exclusive proprietary rights to the Software is the Licensor. With the acceptance of the Offer, the Licensee confirms, that the Licensee is acknowledged by the Licensor that the Software is a derivative (program modules) of the Odoo software and might not be used separately. The Licensor does not own the exclusive rights to the Odoo software. In order to use the Software, Licensee shall independently take all necessary steps to acquire the Odoo software and ensure its proper functioning, as well as to obtain documentation and to familiarize with the specified documentation.

2.3. The Licensor grants the Software to the Licensee on an "as-is" basis, without warranty of any kind, including but not limited to the warranties of merchantability, fitness for a particular purpose, noninfringement and compliance with its mandatory requirements. The Licensor does not undertake obligations to fix possible program failures of the Software, including those caused by the Licensor.

2.4. The Licensor does not provide technical and/or informational support for the Software.

2.5. The Licensor shall not be liable for non-compliance and/or incompatibility of the Software with hardware and/or software of the Licensee, including Licensee's lack of certain types of software and/or use of software of a certain version.

2.6. Downloading and/or installing and/or any using of the Software is performed by the Licensee at its own risk. Undertaking of the specified actions means that the Licensee has fully read, has understood and has agreed with the foregoing conditions, and undertakes full responsibility and all possible risks associated with use or inability to use the Software.

3. Parties rights and obligations

3.1. The Licensee's rights:

3.1.1. The Licensee has the right to use the Software on the territory of Russia and beyond its borders for individual and economic needs, excluding the cases of publishing, resale, lease, distribution or sublicense.

3.1.2. The Licensee has the right to make changes of the Software on its own risk without any warranties of the Software further operability.

3.1.3. The Licensee has the right to create own software products, derived from the Software and which use the Software as a library but without coping any source code or material from the Software. Such software products may be distributed or sold but without distributing or selling of the Software.

3.1.4. The list of rights granted by the Licensor to the Licensee is exhaustive and is not a subject of broader interpretations.

3.2. The Licensor's rights:

3.2.1. The Licensor has the right to unilaterally release new versions of the Software without any obligations to update the Software previously purchased by the Licensee.

3.2.2. Request from the Licensee any data which is necessary to fulfil the obligations of the Licensor under the Agreement.

3.2.3. Attract third parties to the aim of fulfilling the obligations under the Agreement.

3.3. The Licensee's obligations:

3.3.1. Pay a fee for the right to use the Software in the amount and terms specified in the Agreement.

3.3.2. Do not copy, publish, resale, lease, distribute or sublicense the whole or parts of the Software and its interface elements, including modified by the Licensee Software, without the written permission of the Licensor.

3.3.3 Do not re-produce or re-make the Software in other software products.

3.3.4. Do not sublicense to any use of the Software or its parts to third parties.

3.3.5. In case the Licensee becomes aware of any violation of the Licensor's rights to the Software, notify the Licensor thereof within 3 (three) calendar days from the date of the violation discovery by giving notice in written form.

3.4.The Licensor's obligations:

3.4.1. Grant to the Licensee the right to use the Software (the ability to download the Software from the Site) within 5 (five) business days from the date when the Licensee fulfils its obligations to pay for the Licensee's right to use the Software.

3.4.2. Properly fulfil the obligations specified under the Agreement.

4. Price and payment terms

4.1. The Licensor grants to the Licensee the non-exclusive right to use the Software at the prices set by the Licensor on the Site. The Licensor is free of Value Added Tax payment. The Licensor uses simplified taxation system under the laws of Russian Federation.

4.2. Payment under the Agreement is carried out under the condition of 100% (one hundred percent) advance payment to one of the accounts of the Licensor specified in the details of the Agreement.

4.3. The currency of settlements under the Agreement is the Russian ruble or the US dollar, depending on the payment method chosen by the Licensee and at the prices indicated on the Site.

4.4. The payment refunds for the right to use the Software for the Licensee is possible only if the Licensor does not grant the right to use the Software (the Software downloadability) within 5 (five) business days after the Licensor receives the payment, and if the Licensor determines that the problems of downloadability really exist, and such problems are caused by the Licensor's fault.

5. The Parties' liabilities

5.1. The Licensor is not liable for any consequences related to the use or inability to use the Software, including but not limited to:

  • for any losses (including all, without exception, incurred or expected expenses, loss of profits, business interruption, loss of business information, or other losses of monetary funds);

  • for receiving any negative result and/or not receiving any positive result when using the Software;

  • for causing non-pecuniary damage.

5.2. Neither Party shall be liable to the other for a failure to perform its obligations hereunder due to FORCE MAJEURE, i.e. circumstances that occurred beyond the Parties' will and that the Parties could neither foresee nor reasonably prevent, such as declared or actual war, civil strife, epidemics, blockade, embargo, fire, earthquake, flood, other natural disasters, and government action. FORCE MAJEURE shall not include insolvency (bankruptcy) of either Party.

The Party affected by FORCE MAJEURE shall promptly notify the other Party and specify the impact of FORCE MAJEURE upon the performance its obligations hereunder.

A certificate of a competent authority shall be a sufficient proof of FORCE MAJEURE and its duration.

5.3. Law governing the Parties' relationship hereunder shall be Russian Federation Law.

The Parties shall endeavour to settle any dispute arising in connection hereto and to all the consequences hereof by negotiations. In case of failure to reach mutual agreement, the dispute shall be submitted to the Saint-Petersburg City Arbitration Court in accordance with applicable Russian laws.

5.4. This Agreement is made in two languages: English and Russian and the text in Russian shall prevail.

6. Miscellaneous

6.1. The Agreement shall come into force at the moment when the Licensee fully and unconditionally accepts the Agreement, and acts for an indefinite period.

6.2. The Licensor has the right to terminate the Agreement unilaterally by sending an appropriate notification to the Licensee in any way accessible to the Licensee. The contract is considered to be terminated from the moment when such notification is sent to the address of the Licensee, unless another period is specified in the notification.

Address and details

The Licensor

"IT Libertas" LLC

Legal and postal address: 191002, Saint-Petersburg, Vladimirskij pr., d. 17, liter A, office 34-N

Phone: +78124297017

E-mail address: info@itlibertas.com

INN / KPP: 7801605709 / 784001001

OGRN: 1137847254324

Account details

For individuals: PayPal, email-address: info@itlibertas.com