TERMS OF USE OF THE SOFTWARE OF SMATH LIMITED LIABILITY COMPANY (END-USER LICENSE AGREEMENT)
Version of September 11, 2023
The following Terms of Use of the Software of the SMath Limited Liability Company (hereinafter also referred to as the "Owner", "Licensor", "Company") set forth the rules under which You may use the Software owned by the Company.
ATTENTION: Before using the SMath Studio software, please read carefully the present Terms and Conditions.
If you have been granted a license to run the Licensor Software until September 11, 2023, the relationship between the Licensor and you is governed by the Agreement posted on the Licensor's Website at the following link https://smath.com/en-US/view/SMathStudio/license/2.
By using the SMath Limited Liability Company software or through the registration process, you become a party to the following Terms of Use, you declare that you have the legal capacity to enter into such agreement, you agree to abide by all the terms and conditions set forth below. The provisions of these Terms shall apply to you irrespective of whether you have obtained access to the Software directly from the Company or from persons authorized by the Company.
By starting to use the Licensor's Software/using its individual functions, or by completing the registration process, you shall be deemed to have accepted the conditions of these Terms in their entirety, without any reservations or exceptions.
If you do not agree with any of the provisions of the Terms, you may not use the Licensor's Software. If the Company has made any changes to the Terms as provided in these Terms to which you do not agree, you must cease using the Licensor's Software.
Use of the Licensor's Software is governed by these Terms of Use and by the Policy on Processing of Personal Data posted on the Company's website at: https://smath.com/en-US/privacy-policy.
1. TERMS AND DEFINITIONS
In these Terms the following capitalized terms shall have the following definitions (regardless of the number or case in which such terms are used):
1.1. "SMath", "we" means SMath Limited Liability Company.
1.2. "You", "End User" - is a legal entity or private individual who purchased a copy(s) of the Software and/or the right to use the Software. If the End User is a legal entity, these Terms also apply to its Employees and such legal entity is fully responsible for compliance with these Terms by its Employees.
1.3. "Software Agreement" - a separate agreement between you on one side and the Licensor (or its authorized representative) on the other side, based on which you have the right to use the Software.
1.4. "License Key" - a set of numeric and alphabetic characters provided to you by the Licensor or a person authorized by the Licensor for distribution, which enable the full functionality of the Software on the End User Device and confirm the purchase of the License.
1.5. "Software" means SMath Studio's computer program and all updates to it. All provisions of these Terms apply both to the Software as a whole and to its separate components, which may not be separated and/or used on different Devices.
1.6. "Employees" - employees of the End User, which is a legal entity or individual entrepreneur, with whom such End User has an employment contract, as well as individuals who provide services/work for such End User on the terms of compensated civil law contracts.
1.7. "Licensor's Website" - the website located in the Internet at ru.smath.com.
1.8. "Device" means any device capable of reproducing computer programs, including:
- "Computer" - a device that performs logical operations and processes data, can use input devices and display information;
- "Server" - a software and hardware complex designed to store information, process it, and provide access to it;
- "Cloud Server" - a Server that you access remotely through an information and telecommunications network, including through the information and telecommunications network Internet;
- "Smartphone" means a cellular phone equipped with a mobile operating system designed to perform the functions of a computing machine, such as downloading and simultaneously running multiple applications, including third-party applications, whether or not other components, such as digital cameras and navigation systems, are embedded therein.
1.9. "Account" means information about your personal information and software settings, and/or your Employee's personal information and software settings.
2. GENERAL TERMS AND CONDITIONS
2.1. We are entitled to make any amendments to these Terms unilaterally. The new version of the Terms shall be available on the Internet at: https://smath.com/en-US/view/SMathStudio/license and shall be effective as of the date of its publication, unless otherwise stated in the latest valid (current) version of the Terms. You must use the Software according to the current (up-to-date) edition of the Terms published at the above address.
2.2. If you have signed a Software Contract, the provisions of the Software Contract apply to you (to your legal relationship with the Software) as a priority.
2.3. These Terms also apply if the Software is provided to you for demonstration, testing or trial purposes.
3. ACCOUNT REGISTRATION
3.1. You are required to register in order to access and use certain parts of the Software.
3.2. If you are registering on behalf of a legal entity, by registering you agree that you have the necessary authority to register on behalf of such entity. You agree that any information you provide upon registration and at any time thereafter is true, accurate and complete and that, where applicable, you will update all such information as necessary to keep it true, accurate and complete.
3.3. You are responsible for maintaining the confidentiality of your password and are solely responsible for all activities undertaken through your account, whether or not they were done with your knowledge or authority. The Company may not and will not be liable for any losses or damages resulting from your failure to comply with this security obligation.
4. SOFTWARE LICENSE
4.1. In case you have not entered into a Software Agreement or you have entered into an agreement with a person authorized by the Licensor to purchase (supply, purchase and sale) a copy (copies) of the Software, you are hereby granted a simple (non-exclusive) refundable license to use the Software on the territory of the whole world.
4.2. The Licensor grants you the right to use the current version of the Software or the New Version of the Software within the functionality described in the Documentation on the specified number of User Devices for which the Software was developed, on a simple (non-exclusive) license provided that you meet all the technical requirements described in the Documentation and the Terms from the moment the License Key is given to you. Depending on the quantity, duration and purpose of your use, you may purchase the Licenses listed below:
4.2.1. if you purchase on behalf of private individual:
- Personal Version. For personal use, which means personal non-commercial use of the Software and excludes all commercial purposes, which include but are not limited to advertising and marketing materials/services on behalf of a customer, employer, employee, or for your personal benefit, any products distributed for fee or free, any materials and services intended for sale or such for which a fee is paid;
- Advanced Version. For Personal Use;
4.2.2. if you purchase on behalf of a legal entity and use it for commercial purposes:
- Unlimited version for commercial entities. To use for commercial purposes means to use the Software for profit.
- Unlimited version for government institutions. Government institutions are defined as enterprises whose fixed assets are in state (municipal) ownership.
- Unlimited version for educational organizations. Educational organizations are non-profit organizations that carry out educational activity on the basis of a license as the main type of activity in accordance with the purposes for the achievement of which such organization was established.
4.2.3. Trial version of the Software is available to individuals and legal entities for testing for purchase.
4.3. You can find the detailed tariff plan, description of the Licenses and versions on the Licensor's website.
4.4. Your right to use the Software is limited to the scope of the purchased license version provided to you under the Software Agreement/the following Terms, subject to your compliance with all technical requirements described in the Documentation along with all restrictions and conditions of use of the Software.
4.5. You may use the Software only by reproducing it on the Device, i.e. you may install, storage, launch, use the Software for its direct functionality, remove the Software.
4.6. The documentation may stipulate the details of the use of some functionalities of the Software and/or its components.
4.7. The right to use the Software granted by these Terms and Conditions cannot be sublicensed or otherwise assigned to a third party without the prior consent of the Licensor in writing.
4.8. You have the right to use the Software for the period of time which is specified in your Software/License Agreement.
4.9. All the rights which are not specifically and explicitly granted by the Licensor under these Terms are considered as not granted.
4.10. For the avoidance of doubt, you are strictly forbidden:
4.10.1. use the Software in ways and for purposes for which it is not intended;
4.10.2. modify, adapt and change the Software and Software components in a way not provided for in the Documentation;
4.10.3. to unlock, emulate, create new versions, modify, decompile, disassemble, decrypt and perform other activities with the Software, which are aimed at obtaining information about the implementation of the algorithms used in the Software;
4.10.4. use the Software in violation of the terms of purchased licenses, including copying, providing, disclosing, or otherwise making the Software available to third parties otherwise than as part of the Software use in accordance with the provisions of the Terms or agreement concluded between you and the Company, exceed the maximum permitted number of Users by any artificial means;
4.10.5. remove or conceal copyright and other notices.
4.11. The Licensor reserves the right to control by any means the observance of quantitative and qualitative restrictions on the use of the Software under the terms of the granted License.
4.12. Any copy of the Software on any material medium, including all components, which is made and/or used in violation of the Terms, must be destroyed immediately, the existence of such a copy of the Software is not considered as a legal possession of the copy, the permission to use it is terminated.
4.13. The Company may update the Software (define the functional characteristics of the Software, modify it by modifications, upgrades and other means, change the technical characteristics of the Software) at any time and in any way it sees fit, and provide you with such updates in accordance with these Terms. You have the right to use the Software updates until the end of the period for which you have been granted the right to use the corresponding Software.
4.14. Licensor provides warranty service and technical support for the Software, including issues related to the functionality of the Software in accordance with the terms of technical support available on the Licensor's website, provided that a paid license has been purchased. The end user is entitled to contact the Licensor's technical support service without paying additional remuneration. The terms of technical support are available on the Licensor's website at the link in the Internet: https://smath.com/en-US/view/SMathStudio/support. In order to provide technical support, the Licensor has the right to request the End User to provide information regarding the technical characteristics of the equipment and other information necessary to provide technical support. If you purchased Licenses from persons authorized by the Licensor, the Licensor has the right to refuse to provide technical support, in which case you should contact the person from whom the Licenses were legally purchased.
5. LIMITATION OF LIABILITY
5.1. Company confirms and warrants that it has the rights to use the Software to the extent necessary to properly perform its obligations to you under these Terms.
5.2. Licensor shall provide warranty technical support for the Software purchased under a license throughout the License term in the manner and on the terms determined by Licensor at its sole discretion. The Licensor will make all necessary efforts to eliminate identified defects in the Software in a short period of time, but does not guarantee that all errors in the Software can be eliminated.
5.3. Because the Software is in a constant state of change and updating, the form and nature of the functionality of the Software may change from time to time, without prior notice.
5.4. The rights to use the Software are granted on an "as is" basis, and the Licensor does not provide any additional explicit or implicit warranty for the Software or any other materials or services. To the maximum extent permitted by applicable law, the Licensor expressly disclaims any warranties and conditions, express, implied or statutory, with respect to the Software, including its suitability for a particular purpose.
5.5. The Licensor does not warrant that the Software will meet all of your requirements, that the Software will function with various third-party products, that the Software will be uninterrupted, that the Software is free of errors or vulnerabilities, or that any errors or vulnerabilities in the Software will be corrected or eliminated in a timely manner.
5.6. If you obtained a copy or duplicate of the Software, an update, extension or other additional configuration of the Software from a third party, you acknowledge that Licensor will not be responsible for the performance of such copies, duplicates, updates, extensions and configurations of the Software under any circumstances. You are solely responsible for any damage or loss resulting from the installation/use or storage of such Software (updates, upgrades, extensions, configurations).
5.7. You warrant that use of the Software will be in compliance with these Terms, the Documentation and applicable laws.
6. LIABILITY
6.1. You understand, accept and agree that no software is free from failure or error, and that any use of the Software is at your own risk. SMath LLC shall not be liable for any damages caused to you or any third party due to your use of the Software, including, but not limited to, loss of or damage to property, loss of profits, revenue, data or ability to use data, even if the Company has been advised of the possibility of such damages.
6.2. The Company is not responsible for the ways, purposes and also possible results of using the Software.
6.3. In any case, the Company's liability under these Terms cannot exceed the amount of remuneration paid by you to the Licensor for granting the License with which the event which is the basis of liability is related.
6.4. You are solely and fully responsible for the actions performed with the Software, including the content of the information you store or transmit using the Software, and for complying with the requirements of applicable law and the rights of third parties when performing any actions with the Software. If the use of the Software has resulted in claims, suits and/or orders for damages (compensation) from third parties and/or state authorities, or an administrative offense, you must immediately provide the Licensor at its request all requested information related to the subject matter of the dispute as well as reimburse all damages (including court costs, fines) incurred by Licensor due to the filing, consideration and execution of such claims, suits, injunctions, as well as bringing to administrative responsibility in connection with your violation of third-party rights and/or applicable law when using the Software.
7. TERMINATION OF LICENSE
7.1. The license is terminated due to the expiration of its term specified in the tariff plan.
7.2. The Licensor has the right to fully revoke your license for the Software (your right to use the Software) by applying technical protection measures or by other means, and to refuse to fulfill these Terms, the Software Agreement or any other agreement which is the basis of your use of the Software, unilaterally without any compensation for the Software, in case if
7.2.1. you violate the provisions of these Terms, the Software Agreement, the applicable Law, your national laws;
7.2.2. it is necessary in accordance with Applicable Law, the provisions of any other applicable law, your national legislation, requirements of state or other regulatory authorities.
7.3. In case of termination of your right to use the Software (regardless of the reasons and grounds for such termination), you are obliged to delete the Software from your Devices in full within five (5) business days.
8. FINAL PROVISIONS
8.1. The law of the Russian Federation without regard to conflict of laws rules ("Applicable Law") shall apply to the present Terms. The place of dispute resolution is the Arbitration Court of St. Petersburg and the Leningrad Region. If any third party lawfully acquires the right to use the Software, the law of the country of registration of such third party shall apply to the parties' relations, including the rules of jurisdiction shall be determined in accordance with the national law of such third party.
8.2. In the event that any part of these Terms is declared invalid or void, the remaining parts of these Terms shall remain in full force and effect.
8.3. The Licensor may transfer the rights and obligations set forth in these Terms to third parties without prior notice.
8.4. You may contact the Licensor for any questions related to the performance of these Terms using the contact details on the Licensor's Website.