License agreement of enterprise edition
This license agreement (the "Agreement") defines the terms and conditions under which Red Soft Limited Liability Company (hereinafter referred to as "RED SOFT") grants you a non-exclusive right to use software for electronic computers (hereinafter referred to as "COMPUTER"), defined in the Agreement.
The form of the Agreement is deemed appropriate to the extent that the law of the Russian Federation allows the conclusion of an agreement on the transfer of rights to use computer programs in a simplified procedure (Clause 5, Article 1286, Part 4 of the Civil Code of the Russian Federation). The agreement is valid if you are an individual or a legal entity that has acquired the lawfully putted into civil circulation by RED SOFT, or with its consent by third parties, copies of the computer programs specified in the Agreement. In this case, you and RED SOFT are the proper parties to the Agreement (hereinafter referred to as the "Parties").
BY DOWNLOADING OR INSTALLING TO MEMORY, PLAYBACK OR USING IN ANY OTHER WAY THE SOFTWARE, DEFINED IN THE AGREEMENT, YOU CERTIFY START OF ITS UTILISATION WHICH MEANS YOUR CONSENT WITH ALL TERMS AND DEFINITIONS, AND ALSO WITH TERMS AND CONDITIONS OF THE AGREEMENT.
If You are a buyer of copies of software, defined by the Agreement and You do not agree with the terms and conditions of the Agreement, you agree to promptly return the unused copies of the software and delete all copies of software, defined by the Agreement, from the memory of your computer and other storage media.
If you agree to the terms and conditions of the Agreement, RED SOFT grants you the right to use the Product in accordance with the following:
1. TERMS AND DEFINITIONS.
1.1. "DBMS" is a computer program "Database Management System "Red Database" (Certificate of official registration of the computer program № 2007612459), which is a composite product, exclusive rights to use which belongs to RED SOFT.
1.2. "DBMS Components" - computer programs, which are separable or inseparable parts of the DBMS as a composite product.
1.3. "Programs" are the components of the DBMS, the exclusive rights to use which belongs to RED SOFT.
1.4. "Object code" is an objective form of representation of a set of data and commands intended for the operation of computers and other computer devices in order to obtain a certain result.
1.5. "Source code" is the text of the computer program in the algorithmic language.
1.6. "Update" is a computer program designed to modify DBMS and / or DBMS components in order to correct errors in DBMS and / or DBMS components and (or) improve their functionality.
1.7. "Processor" is a central processor, including a multi-core processor, which is the main working component of a computer that: performs arithmetic and logical operations specified by computer programs; controls the computing process; coordinates the operation of all devices of the computer.
1.8. "Employee" - an individual who performs work in Your favour on the basis of an employment contract or a contract of personal employment (civil contract).
1.9. "Site" - the official RED SOFT internet website, www.red-soft.ru.
2. SCOPE OF THE AGREEMENT.
2.1. The Agreement specifies the conditions under which RED SOFT gives You non-exclusive rights to use the DBMS and the Programs. These terms also apply to Updates that may be provided to you by RED SOFT, unless the rights to use such Updates are provided to You by RED SOFT on terms other than the terms of the Agreement. Further, unless otherwise stated, the DBMS term also means the Programs and Updates provided to You by RED SOFT.
2.2. The Agreement regulates Your usage of DBMS Components unless it contradict to the conditions, stipulated by Components rightholders. If, according to the conditions determined by the rightholders, you have greater rights to use the Components of the DBMS, then the conditions, specified by the rightholders, are applied.
2.3. The scope and terms of RED SOFT technical support are determined by separate agreements between You and RED SOFT.
2.4. This Agreement does not grant You any rights with respect to any trademarks or service marks owned by RED SOFT or its licensors.
3.1. Under this Agreement, you acquire non-exclusive rights to use the DBMS under the terms of the Agreement solely for the purpose of using in Your internal production activities.
3.2. You have the right to:
3.2.1. Install and use this instance of DBMS on one or several computers (virtual machines), while the number of computers, virtual machines and the number of processors for each computer (virtual machine) should not exceed the one specified in the documents for the acquisition of the DBMS.
3.2.2. Allow Employees to use the DBMS solely for the purposes, specified in clause 3.1. of the Agreement.
3.2.3. Educate Employees about the content or functioning of the DBMS for the purposes, specified in clause 3.1.of the Agreement.
3.2.4. Use DBMS on the terms of copyright restrictions established by the current Russian legislation, including by creating a backup copy of the DBMS.
3.3. You do not have the right to:
3.3.1. Allow third parties to use the DBMS or a part of it on local computers or computers connected to the public communication network, except for cases specifically stipulated by documents for the acquisition of the DBMS.
3.3.2. Use DBMS for training third parties the content or operation of the DBMS, except for training Employees under the conditions specified in paragraph 3.2.3 of the Agreement.
3.3.3. To carry out actions aimed at removing restrictions on the use of DBMS, established through the use of technical means of copyright protection.
3.3.4. Delete or change the copyright information of the DBMS.
3.3.5. Without the prior written consent of RED SOFT transmit and concede to third parties non-exclusive rights to the DBMS, acquired under the Agreement.
3.3.6. Convert the Object code of the DBMS to the Source code.
3.4. RED SOFT reserves exclusive rights for the independent use of the DBMS in any form and in any way, as well as the right to full or partial transfer of these rights to third parties.
5.1. The Parties guarantee that they have the rights to conclude and execute the Agreement. In the performance of obligations arising from the Agreement, the Parties undertake not to violate the rights of third parties.
5.2. RED SOFT guarantees that, at the time of the Agreement's entry into force, it owns exclusive transferable rights to the DBMS and has sufficient rights to all the Components of the DBMS, protected by copyright, to conclude and execute the Agreement.
5.3. RED SOFT guarantees the operation of the DBMS in accordance with the description set out in the documentation, provided that currently supported versions of the DBMS are used, unless otherwise prescribed by documents on acquisition of the DBMS.
5.4. To the extent permitted by law, neither RED SOFT, nor its licensors are liable under any circumstances for any special, incidental, direct or indirect damages (including unlimited losses from business loss, business interruption, financial loss, legal costs and penalties resulting from a judgment, or any other consequential loss) incurred as a result of the use of the DBMS and the Programs, even if RED SOFT or its licensors were aware of the possibility or incidence of such infringement damage.
5.5. You agree that You are at risk in connection with:
5.5.1. The selection and use of DBMS to enforce Your internal production activities.
5.5.2. The introduction of any changes, developed by You or on Your behalf by third parties, in DBMS and / or DBMS Components.
5.5.3. Using DBMS Components Updates provided by third parties.
6. TERRITORIAL LIMITATIONS.
Your non-exclusive rights to use the DBMS are limited to the territory of the Russian Federation.
7. TERM OF TRANSFER OF RIGHTS.
The non-exclusive rights to use the DBMS are transferred to you for a period specified by the documents for the acquisition of the DBMS and calculated from the moment of the lawful acquisition of a copy of the DBMS, but not exceeding the validity period of the copyright on the DBMS.
8.1. The Parties undertake to adopt measures to prevent accidental or intentional disclosure to third parties of information relating to the specific conditions of the Agreement, as well as other documentary information provided by one of the Parties marked "Confidential" to the other Party. The Parties will take all necessary measures to prevent full or partial disclosure of the mentioned information and to prevent familiarization of third parties with it without written agreement between Parties.
8.2. The obligations of the Parties with respect to confidential information shall not apply to publicly available information, as well as to cases where disclosure of certain information is required by virtue of the law.
9. LIABILITY OF THE PARTIES.
9.1. In the event that you are presented with any third party claims or claims arising from a violation of this person's rights in connection with the use of the DBMS under the terms of the Agreement, You should:
9.1.1. Immediately inform RED SOFT about the case;
9.1.2. Provide RED SOFT participation in activities to resolve relevant disputes.
9.2. If the responsibility for non-fulfillment or improper fulfilling the Parties' obligations is not determined by the Agreement, then it is established in accordance with the current legislation of the Russian Federation.
9.3. In the event of circumstances in which Parties acting with reasonable circumspection are unable to fulfill their obligations due to circumstances beyond their control, in particular, such circumstances include natural phenomena, military actions, decisions of authorities that rendered it impossible to properly fulfill obligations arising from the Agreement, the terms of performance of obligations are extended for the period during which these circumstances act.
9.4. The Party shall not be liable for failure to perform or improper fulfillment of obligations if it proves that the proper performance of obligations was impossible due to force majeure circumstances provided that it immediately notified the other Party about these circumstances and their effect on the results of obligations arising from the Agreement .
10. MODIFICATION AND TERMINATION OF THE AGREEMENT.
The agreement can be terminated by RED SOFT unilaterally in case you use the DBMS for the purposes and (or) by methods not provided with the Agreement.
11.1. The law applicable to the rights and obligations of the Parties under the Agreement is the law of the Russian Federation.
11.2. In case of reorganization of one of the Parties, the rights and obligations of this Party under the Agreement shall be transferred to its successors. In the event of the liquidation of one of the Parties or its successors, to which the rights and obligations of this Party under the Agreement have passed, the Agreement ceases to be effective.