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License Agreement

License Agreement

Centrarium License Agreement

The Licensor hereby grants you the right to use the Centrarium Computer Programs and Database within the limits and on the terms and conditions provided for in this Agreement. In this regard, you should carefully read the terms of this Agreement, which is a public offer. The computer programs, the right to use which is granted in accordance with this Agreement, are programs-tools that provide functionality for conducting activities related to real estate objects, as well as programs designed to process the Database.

The scope of Your rights (possibilities) to use the Computer Programs and Centrarium Database depends on the accepted Tariff. In order to avoid ambiguous interpretation, by granting the rights to use the Computer Programs and the Database, the Licensor does not provide any services to the Licensee, in particular, but not limited to, the Licensor does not provide services for the provision of technical, organizational, informational and other capabilities, carried out with the use of information technologies and systems, for establishing contacts and concluding transactions between sellers and buyers.

WARNING!!!
DO NOT ACCEPT THIS AGREEMENT IF YOU:

have not read or do not fully understand the terms of this Agreement;
do not agree with the terms of this Agreement, its annexes and other parts (including the List of tariffs), as well as if your will to enter into this Agreement is not free (if you act involuntarily: under compulsion, under the influence of violence or threat of violence);
You do not consider it acceptable for You to enter into the Agreement for the right to use Centrarium Computer Programs and Database on the terms and conditions specified below;
have not reached the age of 18 years or for one or another reason have limited legal capacity (this offer is addressed only to fully capable individuals and legally capable legal entities);
do not have the authority to act on behalf of the person whose data you provide when registering on the Site;
do not understand the meaning and consequences of your actions in relation to the conclusion and execution of this Agreement.

1.Terms used in this Agreement

1.1 Centrarium Site (or Site) is an Internet resource consisting of a combination of (a) Centrarium Computer Programs and (b) Centrarium Database. The Centrarium Site is contained in the Internet at the network address (domain name): centrarium.com, including all levels of the said domains, both functioning as of the date of this Agreement and launched and put into operation during the entire term of this Agreement.
1.2. Centrarium Computer Programs (or Computer Programs) - the aggregates of data and commands presented in objective form, intended for the operation of computers and other personal devices, including visually presented in the form of external interfaces, for the purpose of systematization and management of the Centrarium Database, as well as obtaining other results provided through the use of specific data and commands in accordance with their functional purpose, within the limits provided for by this Agreement.
1.2.1. Data Management System - a set of data and commands presented in objective form, intended for functioning of the computer and other personal devices for the purpose of providing, organizing the process of creation, editing and management of text and multimedia data, as well as providing the possibility of supplementing its functional capabilities through the use of additional software by the using party - add-ons (plug-ins) working (executable) together with the program.
1.2.2 Data processing and exchange system - a set of data and commands presented in objective form, intended for functioning of computers and other personal devices for administration of processes of formation, receipt, sending and processing of data (files) in XML and CSV format, as well as allowing to create and process files in XML and CSV format, forming their content from the content of Centrarium Database, relevant to the request for formation of XML and CSV document.
1.2.3 Accounting System - software code executable on a computer that performs the function of automated accounting of the facts of the Licensee's exercise of the rights to use the Centrarium Software and the Centrarium Database for the purpose of calculating the Licensor's license fee under this Agreement.
1.3 Centrarium Database (or Database) - a set of textual and graphical materials about real estate objects presented in objective form, contained on the Licensor's servers and systematized with the help of Centrarium Computer Programs in such a way that these materials can be found and processed by the Licensee and third parties with the help of computers.
1.4 List of Fees - the current list of options for calculating the Licensor's license fee under this Agreement with the named tariff plans and their prices. The specified prices are indicative, the final amount of the license fee is determined when executing the data card depending on the parameters of the object. The list of tariffs is a part of this Agreement and is contained in the information system ensuring availability of such information in the Internet at the network address (domain name): https://centrarium.com/files/price/centrarium_pricelist_ru.pdf.
1.5. Tariff - a tariff plan selected by the Licensee from the Tariff List using his/her Account and paid by him/her.
1.6. Account - a single personalized part of the Centrarium Site that provides the functionality to:
(a) individualization of the Licensee among other Licensees of the Centrarium Website;
(b) remote access to the Centrarium Computer Programs and Centrarium Database for the Licensee to exercise the acquired rights of use through their reproduction or not;
(c) the exchange of data, information and communications between Licensee and Licensor;
(d) the Licensor's control over the Licensee's exercise of the right to use the Centrarium Software and the Centrarium Database;
(e) determining the amount of Licensor's license fee paid under this Agreement.
Access to the Account and its functionalities shall be granted to Licensee after its registration on the Centrarium Website.
1.7. Personal Account - a virtual personal account of the Licensee unified for the Centrarium Website, linked to the Licensee's Account and reflecting in real time the data of the Accounting System on the movement of payments under this Agreement and data on the balance of the Licensee's Account Units.
1.8 An Accounting Unit is a universal conventional unit of measurement of the scope of rights to use Centrarium Computer Programs and Centrarium Database. Information about the number of Accounting Units on the Personal Account is reflected in the Licensee's Account. Credits are charged and debited from the Personal Account in accordance with the Tariff. The corresponding number of Credits is credited to the Licensee's Personal Account at the moment when the Licensor receives the corresponding amount of the license fee under this Agreement.
1.9 Licensor is the owner of exclusive rights to the Centrarium Computer Programs and Centrarium Database.
1.10. Licensee - a legally capable individual or a legally capable legal entity that acquires the rights to use the Centrarium Computer Programs and Centrarium Database on the basis of this Agreement, placing or posting information materials on the Centrarium Website by using the Centrarium Database and Centrarium Computer Programs.
1.11. Parties - Licensor and Licensee under this Agreement.
1.12. Agreement - the text of this License Agreement between Licensor and Licensee containing all necessary and essential terms and conditions of the license agreement on granting the rights to use the Centrarium Computer Programs and the Centrarium Database.
1.13. Demo License - the right to use the Centrarium Computer Programs and Centrarium Database, limited in time and by the limits provided for in the Agreement, intended solely for familiarization with the functionality of individual Centrarium Computer Programs and Centrarium Database.

2. Subject of this Agreement

2.1 Under this Agreement, the Licensor grants the Licensee, on the terms of a simple non-exclusive license, the right to use the Centrarium Software and Database within the limits specified in the Agreement, and the Licensee undertakes to pay a license fee in the amount specified in the relevant Tariff.
2.2 In addition to this Agreement, other special rules (in the form of separate documents, information messages, active links) governing the procedure for granting and exercising certain rights to use the Centrarium Software and the Centrarium Group Database and freely available, in particular the Offer for advertising and information services posted at: https://centrarium.com/agreement.html apply to the relations between the Licensor and the Licensee.

3. Entry into force of this Agreement

3.1 This Agreement shall become legally effective upon acceptance of the terms and conditions (acceptance) of the Agreement and the Tariff from the Tariff List.
3.2 Registration on the Centrarium Website and acceptance of the Tariff from the Tariff List shall be performed by the Licensee and shall mean full and unconditional acceptance of this Agreement.
3.3 This Agreement is concluded between the Licensor and the Licensee in a simplified procedure.
3.4 This Agreement may be unilaterally amended and/or supplemented by Licensor without any notice to Licensee. The new version of the Agreement shall come into force from the moment of its publication on the Website, unless the text of the Agreement specifies another date when the new terms and conditions shall come into force.
3.5 This Agreement is an open and publicly available document. The current version of the Agreement is located in the Internet at the network address (domain name): https://centrarium.com/license-agreement.html. The Licensee undertakes to regularly independently check the terms of this Agreement for any changes and/or amendments. Licensee's continued use of the Software and/or Centrarium Database after changes and/or amendments to this Agreement shall mean Licensee's unconditional acceptance and agreement (acceptance) to such changes and/or amendments.

4. Limits of Licensee's use of the Centrarium Software and the Centrarium Database

4.1 Licensor grants Licensee the following rights to use the Centrarium Software and Centrarium Database:
4.1.1. the right to use the Computer Programs and/or Centrarium Database in accordance with their purpose, including through remote access to them via the Internet. The Licensee's right of remote access to the Centrarium Database may be exercised with reproduction of the Database on the Licensor's servers;
4.1.2. the right to reproduce the Computer Programs and the Centrarium Database on personal devices;
4.1.3. the right to extract data on real estate objects from the Centrarium Database and their subsequent use by the Licensee for personal non-commercial purposes and/or for the purpose of conducting activities related to real estate objects, with obligatory reference to the Centrarium Database;
4.1.4. the right of access to the Licensee's archived (hidden) data in the Centrarium Database;
4.1.5. the right to use the Centrarium Database with the help of the Centrarium Website's Computer Programs in ways that are available in the normal use of the functionality of the Centrarium Computer Programs;
4.1.6. the right to revise (modify) the Database, which includes making changes to the Centrarium Database using the Centrarium Software to the extent necessary for Licensee's work with Licensee's data;
4.1.7. the right to use the Centrarium Computer Programs and the Centrarium Database in other ways available in the normal use of their functionality and not contradicting the provisions of this Agreement.
4.2 Licensee may not:
4.2.1. reproduce, duplicate, copy, sell, distribute, trade and resell the Computer Programs and Centrarium Database and/or the rights to use them for commercial purposes, unless such actions have been expressly permitted to Licensee in accordance with the terms of this Agreement;
4.2.2. duplicate, copy, sell, distribute, trade and resell any design or user interface elements of the Centrarium Computer Programs;
4.2.3. rework the Centrarium Computer Programs and/or Centrarium Database to the extent not expressly provided for in the Agreement;
4.2.4. use the Computer Programs and/or the Centrarium Database in other ways not provided for by this Agreement and beyond the normal functioning of the Computer Programs, the Database and the Centrarium Website as a whole.
4.2.7. enter into the Centrarium Database information containing requirements, restrictions, prohibitions or otherwise expressed preferences related to citizenship, nationality, religion, color, race, ethnic origin.

5. Rights and obligations of the Licensor

5.1 The Licensor undertakes to:
5.1.1. enable Licensee to exercise the rights to use the Computer Programs and Centrarium Database in accordance with the terms of this Agreement and the accepted Tariff.
5.1.5. notify the Licensee of the fact of exhaustion of the Account Units on its Personal Account by sending a message to the Licensee's Account or to the e-mail address specified by the Licensee when registering on the Website;
5.1.6. in case of change of the name of the Licensor, as well as its other details, including banking details, immediately notify the Licensee by publishing the new details on the Internet at the network address (domain name) https://centrarium.com/agreement.html.
5.2 The Licensor has the right to:
5.2.1. to make changes to the Tariff List and the terms and conditions of this Agreement unilaterally;
5.2.2. at any time restrict or deny Licensee's ability to exercise its rights to use the Software and the Centrarium Database, including by deleting Licensee's Account or blocking Licensee's access to it, with or without simultaneous deletion of Licensee's information materials from the Centrarium Database or their blocking. The right specified in this clause shall be exercised by Licensor without refunding money to Licensee in the event of a breach of this Agreement by Licensee, as well as if:
5.2.2.1. the Licensee poses a threat to safety, health and security of people;
5.2.2.2. it is impossible for the Licensee to exercise the rights to use the Software and the Centrarium Database due to physical, topographical or other natural obstacles;
5.2.2.3. failure to pay the license fee for granting the rights to use the Software and the Centrarium Database, as well as in case of payment arrears;
5.2.2.4. the Licensee implements the rights to use the Computer Programs and Centrarium Database in an illegal or unlawful manner, thereby causing damage to the Licensor and/or third parties;
5.2.2.5. the Licensee performs other actions that, in the opinion of the Licensor, prevent the normal operation of the Software and the Centrarium Database.
5.2.3. to systematize the Centrarium Database at its own discretion;
5.2.4. to send advertising and/or informational messages to the Licensee's Account, e-mail and cell phone number specified when registering on the Centrarium Website.
5.2.5. for the purposes of execution of this Agreement, process the Licensee's personal data provided by the Licensee when registering on the Centrarium Website;
5.2.6. to use the data (without changing its content) entered into the Centrarium Database by the Licensee in any lawful manner for the purposes of execution of this Agreement and/or its placement in the Centrarium Database, including placement on other Internet sites/Internet sites, use in articles and analytical reviews;
5.2.7. independently and without notifying the Licensee to remove the data placed by the Licensee in the Centrarium Database and/or apply the sanctions specified in clauses 12.7.1 - 12.7.1 of this Agreement. 12.7.1 - 12.7.6 of this Agreement, if: (a) Licensor has or, in Licensor's opinion, may receive complaints about such data from third parties or other Licensees; (b) if Licensee's posting of such data violates the terms of this Agreement and its annexes;
5.2.8. delete the Licensee's data in the Centrarium Database on its own and without notifying the Licensee, if such data has been moved to the archive in accordance with the procedure established by this Agreement (i.e. has been hidden from other Licensees of the Sites and third parties) and has been stored there for more than 30 (Thirty) calendar days;
5.2.9 At its discretion, the Licensor may require the Licensee to confirm the Account data (pass a security check) by means of identification and authentication services or other methods offered by the Licensor. In case the Licensee refuses to confirm the Account data / the Licensee fails to confirm the Account data, the Licensor has the right to apply sanctions (liability measures) to such Licensee as specified in clause 12.7 of this Agreement.
5.2.10. exercise other rights granted to him by this Agreement and applicable law.

6. Rights and obligations of the Licensee

6.1 The Licensee undertakes to:
6.1.1. familiarize itself with this Agreement and the Schedule of Fees prior to accepting the terms and conditions (acceptance) of this Agreement;
6.1.2. fulfill the requirements set forth in this Agreement, all its annexes and supplements;
6.1.3. to pay the Licensor the license fee according to the accepted Tariff in a timely manner in accordance with the terms and conditions of this Agreement;
6.1.4. not to transfer the rights to use the Software and Centrarium Database obtained under this Agreement to any third party without the prior written consent of Licensor;
6.1.5. not to make changes to the Centrarium Database using objects that violate the rights of third parties or an indefinite circle of persons provided for by the legislation (including, but not limited to, materials borrowed without the consent of the right holder, including photos, texts, etc.); 6.1.6. not to make changes to the Centrarium Database using objects that violate the rights of third parties or an indefinite circle of persons.
6.1.6. not to enter into the Centrarium Database data containing: (a) hyperlinks or information about other Internet sites (resources); (b) advertising and other information aimed at the implementation and promotion of commercial activities, information and consulting and other services (telephone numbers and other contact information), including, but not limited to, real estate transaction mediation services;
6.1.7. not to duplicate information in the Database that is identical to the data previously removed by Licensor from the Centrarium Database;
6.1.8. not to use any programs and/or automation systems for user actions aimed at placing, editing, deleting data from the Centrarium Database, as well as programs and/or automation systems aimed at obtaining any advantages over the standard terms of use of the Software and the Centrarium Database for other Licensees.
6.1.9. in order to control the quality of the information placed in the Centrarium Database, provide the Licensor upon its request:

photos of additional view of the property;
a scan copy of the property certificate for the real estate object;
scan-copy of the technical passport for the real estate object;
copy of the owner's passport;
cadastral number of the real estate object
full address of the real estate object;
Photo + confirmation of GEO, in order to verify the information to be placed in the Centrarium Database;
Photo of the Licensee with a sheet on which the Licensee's account ID is indicated;
a construction participation agreement (hereinafter - CDA) or a CDA assignment agreement (photo or scanned copy);
video confirmation of the real estate object;

The requested documents may contain personal data. Information about the Licensor's processing of personal data is provided in Section 9.

The above documents are requested by the Licensor's representative verbally during a telephone conversation with the Licensee and/or in writing via electronic correspondence between the Licensor's representative and the Licensee. In this case, the person who sent the message from the e-mail address with the domain @centrarium.com shall be considered an authorized person on the part of the Licensor.

6.1.10. at the request of the Licensor confirm the data of his Account by means of the methods specified in clause 5.2.9 of this Agreement.
6.1.11. regularly familiarize with the current version of this Agreement.
6.2 The Licensee shall have the right to:
6.2.1. exercise the rights granted to it by this Agreement and applicable law.

7. Licensor's license fee

7.1 The Licensee undertakes to pay the Licensor the license fee for the rights to use the Computer Programs and Centrarium Database obtained by it under this Agreement in the amount and in accordance with the terms of the Tariff accepted by the Licensee.
7.2 Payment of the license fee under this Agreement shall be made by making a cash deposit prior to the commencement of the sale of the rights to use the Centrarium Software and the Centrarium Database in the amount of 100% of the price stipulated in the Tariff accepted by the Licensee.
7.3 The date of receipt of funds by Licensor shall be considered the moment of payment of the license fee.
7.4 For the avoidance of any doubt, the Parties have agreed that the funds paid by the Licensee to the Licensor as a license fee under this Agreement shall not be refunded to the Licensee even if the Licensee does not exercise the rights to use the Centrarium Computer Software and Database.
7.5 Upon payment of the license fee, the Licensee's Personal Account will automatically reflect the number of Accounting Units corresponding to the license fee, which in turn corresponds to the Licensee's available volume of the implementation of the rights to use the Software and Centrarium Database.
7.6 The debiting of Credits from the Licensee's Personal Account is performed in accordance with the terms and conditions of the Tariff accepted by the Licensee.
7.7 From the moment of depletion of the Credits on the Personal Account, the Licensee is deprived of the ability to fully or partially exercise the rights provided for by this Agreement, taking into account the specifics established for the relevant Tariff and until the next license fee is paid (i.e. subject to a positive balance of the Credits on the Personal Account). The Licensee is solely responsible for the correctness of payments made by it in case of changes in the Licensor's bank details, provided that they are duly published by the Licensor on the Centrarium Website. The Licensor is not liable for payments made by the Licensee using outdated details of the Licensor.
7.8 The Licensor has the right to unilaterally change the current List of Tariffs, of which it notifies the Licensees by publishing the changes at the network address (domain name): https://centrarium.com/files/price/centrarium_pricelist_ru.pdf.
7.9. The Parties have mutually agreed that any statistical readings and data of the Accounting System are reliable and sufficient for determining the amount of the license fee and accounting of the facts of realization of the rights to use the Software and Centrarium Database under this Agreement.
7.10. Upon receipt of the license fee by Licensor, Licensor undertakes to display in Licensee's Account a transaction containing information on the volume of the rights to use the Software and Centrarium Database exercised by Licensee and the amount of the license fee, which shall be signed only by Licensor subject to clause 3.2 of this Agreement. 3.2 of this Agreement.
7.11. The Licensee shall independently pay: (a) all communication services related to access to the Internet; and (b) any commissions and additional monetary fees charged by third parties (credit institutions and/or payment system operators) for the services of transferring the license fee to the Licensor.
7.12. The Parties hereby agree that if there is no movement of Account Units (replenishment, debiting, etc.) in the Licensee's Personal Account for a period of 6 (six) months and the Licensee does not exercise the rights to use the Centrarium Software and Centrarium Database using its Account, such Licensee's Account shall be deemed "abandoned" and the Licensee shall be deemed to have "abandoned" the Licensee. ) and the Licensee does not exercise its rights to use the Centrarium Software and Database using its Account, such Licensee's Account shall be deemed "abandoned" and the Personal Account linked to it shall be debited daily with 10 (ten) Credits per day until the Licensee resumes using its Account or until the number of Credits on the Personal Account is zero.
7.13. In the event that the Credits credited to the Licensee's Personal Account as a result of any promotions by Licensor (i.e., without charge to the Licensee). without charging the Licensee) are not used within one (1) month from the date of their crediting, such accounting units may be unilaterally written off by the Licensor without providing the Licensee with any reimbursement, compensation or other similar payments, and without any obligation to provide the Licensee with the corresponding scope of rights to use the Centrarium Software and the Centrarium Database.

8. Intellectual Rights Terms and Conditions

8.1 Exclusive rights to the Computer Programs and Centrarium Database:
8.1.1 All Computer Programs and the Centrarium Database are subject to exclusive rights, and all rights to these items (including any data of Licensees placed in the Centrarium Database) are reserved;
8.1.2 Except as expressly provided by this Agreement and applicable law, no Computer Programs and the Centrarium Database may be copied (reproduced), processed, distributed, framed, published, downloaded, transferred, sold or otherwise used in whole or in part without the prior permission of Licensor;
8.1.3 Any use of the Centrarium Computer Programs and the Centrarium Database other than as permitted in this Agreement or if Licensor expressly consents to such use, without the prior written permission of Licensor, is expressly prohibited;
8.1.4 Unless otherwise expressly set forth in this Agreement, nothing in this Agreement shall be deemed to transfer to Licensee the exclusive rights to the Centrarium Software and Centrarium Database.

9. Processing of personal data

9.1 By registering and using Centrarium Computer Programs, Licensee (individual or representative of a legal entity) thereby freely, of its own free will and in its own interest provides its personal data to Licensor for processing.
9.2 Processing of personal data means actions or a set of actions performed with the use of automation or without the use of such means with personal data, including collection, recording, systematization, accumulation, storage, clarification (update, change), extraction, use, transfer (distribution, provision, access) deletion, destruction of personal data.
9.3 The processing of personal data of the Licensee, who is a natural person, is carried out for the purposes of execution of this Agreement, including:

9.3.1 Registering the Licensee, providing services to the Licensee and enabling the Licensee to make contacts on the subject of submitted advertisements. To achieve this purpose, other categories of the Licensee's personal data are subject to processing: Full name, identifier, e-mail address, cell phone number, residential address, date of birth, passport data, user's photograph. Personal data is processed with the use of automation means. Processing of personal data by the Licensor is carried out during the terms of this Agreement and until the expiration of the storage periods of the relevant data, determined in accordance with the current legislation. Personal data are destroyed when the purposes of their processing are achieved or other lawful grounds occur by deleting the information.
9.3.2 Customer support. To achieve this purpose, other categories of the Licensee's personal data are subject to processing: Full name, e-mail address, cell phone number, Licensee's identifier, purchases. Personal data is processed using means of automation. Processing of personal data by the Licensor is carried out during the terms of this Agreement and until the expiration of the storage periods of the relevant data, determined in accordance with applicable law. Personal data is destroyed when the purposes of its processing are achieved or other legal grounds occur by deleting the information. Licensor shall keep records of requests for customer support of Licensees. Accounting is carried out using an information system located in the United States. By sending a request to the customer support service, the Licensee gives consent to the Licensor for the cross-border transfer of personal data specified in this paragraph.
9.3.3 Quality control of the advertisements presented on the website centrarium.com. To achieve this goal, other categories of the Licensee's personal data are subject to processing: Full name, passport data, date and place of birth, registration address, information on family composition, TIN, photograph, cadastral number of the real estate object, surname, first name and patronymic of the real estate owner, details of the driver's license. Personal data is processed using means of automation. Processing of personal data by the Licensor is carried out during the validity period of this Agreement and until the expiration of the storage periods of the relevant data, determined in accordance with the current legislation. Personal data is destroyed when the purposes of its processing are achieved or other lawful grounds occur by deleting the information.
9.3.4 Identification of the Licensee when refunding money. Other categories of the Licensee's personal data are subject to processing for this purpose: Full name, e-mail address, telephone number, passport data, place of work, type of employment, position, position level, time of work in the company, length of service, date of birth, gender, place of birth, address of registration, address of residence. Personal data is processed using means of automation. Processing of personal data by the Licensor is carried out during the validity period of this Agreement and until the expiration of the storage periods of the relevant data, determined in accordance with the current legislation. Personal data is destroyed when the purposes of its processing are achieved or other lawful grounds occur by deleting the information.
9.3.5 Accounting of transactions with the Licensee. Other categories of the Licensee's personal data are subject to processing for this purpose: Full name, bank account details, transfer amount. Personal data is processed with the use of automation tools. Processing of personal data by the Licensor is carried out during the validity period of this Agreement and until the expiration of the storage period of the relevant data, determined in accordance with the current legislation. Personal data is destroyed when the purposes of its processing are achieved or when other lawful grounds occur by deleting the information.
9.3.6 Processing of requests from public authorities. To achieve this purpose, other categories of the Licensee's personal data are subject to processing: Full name, telephone number, e-mail address, IP. Personal data is processed using means of automation. Processing of personal data by the Licensor is carried out during the validity period of this Agreement and until the expiration of the storage periods of the relevant data, determined in accordance with the current legislation. Personal data is destroyed when the purposes of its processing are achieved or other lawful grounds occur by deleting the information.
9.3.7 Organization of targeted advertising and mailings. Other categories of the Licensee's personal data are subject to processing for this purpose: Full name, e-mail address, telephone number, user ID. Personal data is processed with the use of automation tools. Processing of personal data by the Licensor is carried out before unsubscribing from information by clicking on the special link "Unsubscribe" in the mailed letters or by sending a corresponding request to the e-mail [email protected]. Personal data are destroyed when the purposes of their processing are achieved or when other legal grounds occur by deleting the information.
9.4 Processing of personal data of the representatives of the Licensee, which is a legal entity, is carried out for the purposes of execution of this Agreement, including:
9.4.1 Record of partner representatives for further communication and analytics of the sales department. To achieve this purpose, other categories of personal data of Licensee's representatives are subject to processing: Full name, identifier, e-mail address, phone number, purchases, other metrics. Personal data is processed using means of automation. Processing of personal data by the Licensor is carried out during the terms of this Agreement and until the expiration of the storage periods of the relevant data, determined in accordance with applicable law. Personal data are destroyed when the purposes of their processing are achieved or when other lawful grounds occur by deleting the information.
9.4.2 Customer support. To achieve this purpose, other categories of personal data of the Licensee's representatives are subject to processing: Full name, place of work, e-mail address, telephone number. Personal data is processed using means of automation. Processing of personal data by the Licensor is carried out during the validity period of this Agreement and until the expiration of the relevant data storage periods determined in accordance with applicable law. Personal data is destroyed when the purposes of its processing are achieved or when other legal grounds occur by deleting the information. Licensor shall keep records of requests for customer support of Licensees. Accounting is carried out using an information system located in the United States. By sending a request to the customer support service, the Licensee gives consent to the Licensor for the cross-border transfer of personal data specified in this paragraph.
9.4.3 Quality control of the advertisements presented on the centrarium.com Website. To achieve this goal, other categories of personal data of the Licensee's representatives are subject to processing: Full name, place of work and office address, e-mail address, telephone number, photograph. Personal data is processed using means of automation. Processing of personal data by the Licensor is carried out during the terms of this Agreement and until the expiration of the storage periods of the relevant data, determined in accordance with applicable law. Personal data are destroyed when the purposes of their processing are achieved or when other lawful grounds occur by deleting the information.
9.5 The Licensor may transfer the Licensee's personal data to third parties in order to achieve the purposes set out in this Agreement. The transfer of personal data to third parties is carried out to the extent necessary for the purposes of their processing. The third parties to whom Licensor may transfer Licensee's personal data include: real estate agencies (when using the realtor search service), communication service providers, providers of information and advertising mailings (if Licensee subscribes to such mailings), partners providing information services to Licensor, Centrarium affiliates, persons acting on behalf of Centrarium, other third parties to whom the transfer of data is necessary for the performance of L's obligations The transfer of personal data to third parties is carried out within the framework of agreements concluded with third parties, which include obligations to maintain the confidentiality of the data received. The transfer of personal data may also take place in foreign countries.
9.6 By publishing advertisements on the Centrarium Website, the Licensee thereby declares its consent to the public posting of personal and other information contained in the advertisement.
9.7 Processing of personal data by the Licensor is carried out during the validity period of this Agreement and until the expiry of the storage periods for the relevant data determined in accordance with applicable law. To terminate the processing of personal data by the Licensor, it is necessary to terminate this Agreement, and the Licensee's personal data may be processed after termination of this Agreement for the period necessary to fulfill the obligations imposed on the Licensor in accordance with the law. In such case, the processing of personal data will be carried out to the extent necessary to comply with these obligations.
9.8 Information on the procedure for processing and ensuring the security of personal data by the Licensor is provided in the document "Privacy Policy" available on Centrarium's website at: https://centrarium.com/privacy-policy.html.

10. Warranties

10.1 Licensee uses the Computer Programs and Centrarium Database at its own risk. The use of the Computer Programs and Centrarium Database shall be in an "as is" condition.
10.2 Except for the warranties expressly set forth in this Agreement, Licensor makes no other express or implied warranties to Licensee under this Agreement.
10.3 By agreeing to and accepting the terms and conditions of this Agreement, Licensee warrants to Licensor that:
10.3.1. he/she provides true personal data and/or details of the Licensee's legal entity when registering on the Centrarium Website and/or paying the Licensor's license fee;
10.3.2. he/she enters into this Agreement voluntarily, whereby the Licensee: has fully familiarized himself/herself with the terms and conditions of this Agreement, understands their meaning and the consequences of his/her actions to enter into this Agreement;
10.3.3. he/she has all rights and powers necessary for conclusion and execution of this Agreement;
10.3.4. the data placed by it in the Centrarium Database does not violate and does not entail the violation of applicable laws and/or the rights of third parties.
10.4 No information or advice given by the Licensor (Licensor's responsible officer) can be regarded as a guarantee, as it is not a way of ensuring the granting of the right to use the Software and the Centrarium Database.
10.5 The Licensor is not liable for possible illegal actions of the Licensee and/or third parties when using the Centrarium Software and the Centrarium Database.
10.6 The Licensor shall not be liable for:
(a) the Licensee's behavior while using the Centrarium Computer Programs and Centrarium Database ;
(b) loss of Licensee's ability to access his Account (loss of ID, password, other information required to use the Centrarium Software and Centrarium Database);
(c) Licensee's incomplete, inaccurate, or incorrect information when using the Centrarium Software and Centrarium Database.

11. Territory and Term of this Agreement

11.1 Licensee may use the Centrarium Computer Programs and Centrarium Database in the ways described in this Agreement in any territory, as well as any territories where they are available through remote access to them via the Centrarium Website or through reproduction on personal devices.
11.2 This Agreement is valid from the moment the Licensee accepts its terms and conditions (acceptance) and is valid for an indefinite period of time.
11.3 The Licensor has the right to terminate this Agreement at any time by sending an e-mail to the Licensee and without giving any reason, unilaterally and extrajudicially, with immediate termination of access to and ability to use the Centrarium Software and the Centrarium Database, and without reimbursement of any costs, losses or refunds received under the Agreement, in the event of:
11.3.1. complete or partial discontinuation of the maintenance of the Centrarium Computer Programs and Centrarium Database and termination of access to them (including closure of the Centrarium Website);
11.3.2. any, including one-time, violation by the Licensee of the terms of this Agreement or the provisions of other special documents and informational messages posted on the Centrarium Website and regulating the procedure and limits of use of the Centrarium Computer Programs and Database.
11.4 For the purposes of cl. 11.3 of this Agreement, the moment of termination of this Agreement shall be deemed to be the moment when Licensee receives an e-mail notification to this effect.
11.5 This Agreement may be terminated by the Licensee by sending a written notice to the postal address of the Licensor. In this case, the Licensee has no right to demand from the Licensor to pay him the monetary equivalent of unspent Credits on his Personal Account.
11.6 If the Licensee is prohibited by the laws of its state from using the Centrarium Computer Programs and Database online, or if there are other legal restrictions, including restrictions on the age of access to such Computer Programs and Databases, the Licensee may not use the Centrarium Computer Programs and Database. In such case, Licensee shall be solely responsible for the use of the Centrarium Software and Database in its own country and violation of local laws.
11.7 The invalidity of one or more provisions of this Agreement, recognized in accordance with the established procedure by an effective court decision, shall not entail invalidity of the Agreement as a whole for the Parties. In case one or more provisions of the Agreement are recognized invalid in accordance with the established procedure, the Parties shall be obliged to fulfill their obligations under the Agreement in a manner as close as possible to that of the conclusion and/or agreed amendment of the Agreement.
11.8 This Agreement and the relationship between the Parties in connection with this Agreement and the use of the Computer Programs and the Centrarium Database shall be governed by law.
11.9. With regard to the form and manner of conclusion of this Agreement, the norms governing the procedure and conditions of concluding a contract by accepting a public offer shall also apply.
11.10. All disputes and disagreements of the Parties under this Agreement shall be settled by correspondence and negotiations using the mandatory pre-trial (claim) procedure.

12. Responsibility of the Parties

12.1 For failure to fulfill or improper fulfillment of obligations under this Agreement, the Parties shall be liable in accordance with applicable law and the provisions of this Agreement.
12.2 The Licensor shall not be liable for any damage of any kind incurred by the Licensee while using the Centrarium Software and Database.
12.3 The Licensor is not liable for the content of the data placed by the Licensee in the Centrarium Database.
12.4 The aggregate liability of the Parties for actual proven total damage during one calendar year shall under no circumstances exceed the amount equivalent to the arithmetic average of the invoices for payment of the license fee issued by Licensor to Licensee for the three months preceding the month in which Licensee suffered actual damage. In this case, the total liability of Licensor under this Agreement, for any claim in relation to this Agreement, may not exceed the amount of money paid to Licensor by Licensee as license fee.
12.5 Under no circumstances shall the Licensor bear any responsibility under this Agreement for the use (or inability to use) and any consequences of the Licensee's use (or inability to use) of the form of payment of the license fee selected by the Licensee under this Agreement.
12.6 If Licensee violates the terms of this Agreement, Licensor may:
(a) suspend the Licensee's ability to exercise any rights to use the Centrarium Software and the Centrarium Database until the Licensee remedies the breach and reimburses (compensates) the losses caused to the Licensor by such breach in full and/or
(b) terminate this Agreement by sending a corresponding notice to the Licensee to the Licensee's e-mail address specified when registering on the Centrarium Website. Upon termination of this Agreement by Licensor pursuant to this clause, Licensee shall not be entitled to demand from Licensor payment of the monetary equivalent of unused Credentials (according to the Credentials system).
12.7 If the Licensee violates the terms and conditions of this Agreement and/or commits the actions provided for in clauses 6.1.4 - 6.1.8 of this Agreement, the Licensor has the right to apply the following sanctions (measures of responsibility) to such Licensee 6.1.4 - 6.1.8 of this Agreement, Licensor may apply the following sanctions (measures of responsibility) to such Licensee:
12.7.1. "data rejection", namely: denial of the right to perform processing (modification) of the Centrarium Database using the Licensee's data, until the Licensee corrects the violations identified by the Licensor;
12.7.2. "data deletion", namely: deletion of Licensee's data from the Centrarium Database (without compensation for any direct or indirect losses incurred by Licensee in connection therewith);
12.7.3. "temporary blocking of the Account", namely: a temporary ban on the use of the functionality of the Licensee's Account, including limitation of the Licensee's right to make modifications to the Centrarium Database using the Licensee's new data;
12.7.4. "payment blocking", namely: prohibiting the Licensee from making license payments under this Agreement (but retaining the right to use the Centrarium Software and the Centrarium Database until the Account Units on the Licensee's Personal Account are exhausted. At the moment of complete exhaustion of the Account Units in the Licensee's Personal Account, this Agreement may be unilaterally terminated by Licensor, and the Account and all information contained therein may be deleted);
12.7.5. "disabling of certain services", namely: temporary or indefinite termination of the Licensee's ability to exercise certain rights to use the Centrarium Software and the Centrarium Database (the selection of which is at the discretion of the Licensor);
12.7.6. "indefinite blocking of the Account", namely: termination of this Agreement with the Licensee due to a repeated violation or a single gross violation by the Licensee of the terms of this Agreement. In this case, the Licensee has no right to demand from the Licensor the payment of the cost of unused Account Units (according to the Account system data).

13. Force Majeure

13.1 Each of the Parties shall be released from liability for partial or full non-fulfillment of obligations under this Agreement, if it proves that it was a consequence of force majeure, which arose after the conclusion of the Agreement as a result of extraordinary events, such as: fire, explosion, flood, earthquake, strike, hostilities, decrees of the Government or the President, federal and local authorities and other force majeure circumstances, which the Party could not foresee or prevent.
13.2 The exemption from liability shall be valid only for the period during which these force majeure circumstances and their consequences exist.
13.3. Upon occurrence and termination of the circumstances specified in clause 13.1 of this Agreement, the Party shall notify the other Party about them without delay.

13.4 The notice shall contain data on the nature of circumstances, as well as official documents certifying the existence of such circumstances and, if possible, assessing their impact on the possibility of fulfillment by the Party of its obligations under this Agreement, as well as the expected term of its fulfillment.
13.5 In the above cases the term of fulfillment of obligations under this Agreement by the Parties shall be increased commensurately with the time during which such circumstances and their consequences are in effect.
13.6 If the circumstances specified in clause 13.1 of this Agreement and their consequences continue to exist for more than two months, the Parties shall conduct additional negotiations to identify acceptable alternative ways of fulfillment of this Agreement.
13.7 If such circumstances continue to exist for six or more months, each of the Parties shall have the right to refuse to fulfill its obligations under this Agreement.
13.8. The Agreement in this version shall enter into force on February 29, 2024.

14. Contacts of the Licensor

"Centrarium"
IP Melyokhina M. O.
OGRNIP: 316482700092055
e-mail: [email protected]