Terms of the License Agreement

In accordance with Article 634 of the Civil Code of Ukraine, this Agreement is a contract of adhesion. After accepting all the terms and conditions and paying for the services, the Client becomes a person who has accepted the terms of this offer (accepts the offer), which is equivalent to the conclusion of this Agreement on the terms provided for by it (the offer). If any of the terms and conditions specified in this Agreement are not accepted by the person intending to use the Service, such person shall not be entitled to use the Service, and the Agreement shall be deemed not concluded.

By registering for the use of the Service, the Client undertakes to comply with the terms of this Agreement and to ensure compliance by other persons (in particular, the Administrator, the User) to whom he/she will grant access to his/her account.

Definition of terms:

• Service means services and products (software) provided through the website at: https://crm.malva-group.com/#function.
• User – an individual who has received access to the Service from the Client or the Administrator.
• Client – an individual, self-employed person, entrepreneur or legal entity that pays for services and accesses the Service through an account.
• Administrator – an individual appointed by the Client as the main administrative contact for making decisions on managing the Service, disconnecting from the Service, resolving technical issues, and who is authorized by the Client to administer access to the Service and appoint additional Administrators/Users. The first person registered by the Client in the Service is appointed as the Administrator.
• Account Data – information stored by the Licensor that allows to identify the Client, Users, Administrators and is necessary for the management and use of the Service. Account data does not include information uploaded by the Client/Administrators/Users and related to their contacts, projects, tasks, events or other similar data.
• Content means any information and materials that the Client (through Administrators/Users) uploads or publishes on the Service.
• Confidential Information means any information transmitted by the Client, its Administrators and/or Users, and access to which is limited to these persons, as well as the Licensor’s information that is considered its property.
• Account means a record in the Service that stores data to identify Administrators/Users.
• Technical support – a set of measures taken by the Licensor within the established limits to ensure the functioning of the Service, including information and consulting support on the use of the Service.

1. Terms of use of the Service. Security and access

1.1. The Service is available only to registered Clients. To gain access, you must provide your full name, current email address and other information required for registration.

1.2. When registering, the Client undertakes to provide true and up-to-date information about himself/herself and the Administrators/Users specified in the registration form. During registration, the Client also indicates his name in Latin, which will be used to access the Service (for example, the name “Name” provides access through the link https://crm.malva-group.com/#function). In case of providing incomplete or false information, the Licensor reserves the right to block or delete the account of the respective Client/Administrator/User and deny him/her access to the Service at its sole discretion.

1.3. The Licensor shall have the right at any time to require any Client/Administrator to confirm the data specified during registration. Failure to provide the relevant documents is grounds for blocking or deleting the account.

1.4. During the registration, the Client shall specify his/her e-mail address, which will be used as a login to access the Service, and shall also select a unique password. The Licensor has the right to set requirements for the login and password, as well as to prohibit the use of certain logins.

1.5. Each Client/Administrator/User is responsible for the security of the chosen password and undertakes to ensure its confidentiality.

1.6. Each Client is provided with a unique identifier to access the Service. The Client undertakes to ensure that the name of the Administrator or User is used exclusively in its activities and is not transferred to other persons.

1.7. The Administrator is authorized to manage the Service on behalf of the Client, and may grant access to additional Administrators/Users, as well as restrict access to individual Users as necessary.

1.8. In case of termination of the use of the Service, the Licensor shall contact the Client to delete the relevant account data and provide the possibility of saving the Content.

1.9. The Licensor provides access to the Service exclusively through the web interface, in accordance with the provisions of this Agreement.

1.10. The Licensor ensures the security of authentication and access to the Service by:

• managing Users’ passwords and protecting passwords using appropriate programs;
• transmitting passwords in encrypted form.

1.11. The Client is responsible for protecting User names, passwords and other codes related to the Service, as well as for compliance with the law when working with the Content.

1.12. The Client undertakes to comply with the security policy and immediately notify the Licensor of possible loss of passwords or their unauthorized use by third parties.

1.13. The Licensor shall notify the Client of any actions or events that may lead to unauthorized access, disclosure or damage to the Content.

1.14. In the event of a breach of the security of access to the Service, the Licensor shall cooperate with the Client to determine the causes of the breach, identify the altered Content and assist in the investigation and prevention of repeated violations.

1.15. The Licensor shall take measures to protect the Content and ensure its reliable storage, taking into account technological development and the cost of implementing such measures.

1.16. The Client, Administrators, Users undertake not to carry out or allow other persons to carry out

• provide access to the Service for rent or temporary use;
• broadcast the Service on websites without the Licensor’s consent;
• change the Service, its design or appearance;
• provide access to the Service to persons who do not have the right to do so;
• publish fragments of the Service or provide other persons with the opportunity to copy them;
• bypass technical limitations of the Service;
• transfer the rights to use the Service to third parties;
• in any way modify, distort, disclose the content of the program (source) code of the Service to other persons in part or in full without the permission of the Licensor.Malva CRM

1.17. Only persons over 18 years of age are allowed to use the Service. If the User is under 18 years of age, the Administrator has the right to restrict his/her access to the Service.

2. License terms and conditions

2.1. The Service is the result of intellectual activity and is protected by copyrights owned by the Licensor in accordance with the current legislation of Ukraine and international law.

2.2. The algorithms of the Service and its source code (including individual parts) are the Licensor’s trade secret. Any use of them in violation of the terms of this Agreement shall be considered a violation of the Licensor’s rights and may result in deprivation of the Client’s rights granted hereunder.

2.3. The Licensor guarantees that it has all the necessary rights to provide the Client with access to the Service, including the relevant documentation.

2.4. The Client is granted a non-exclusive, non-transferable, limited license to access and use the Service. This right includes posting their own Content and using the functionality of the Service in accordance with the selected tariff plan.

2.5. The Licensor does not review or verify the Content posted by the Client and does not acquire any rights, including intellectual property rights, to this Content.

2.6. The Client undertakes to familiarize the Administrators/Users with the content of this Agreement and ensure their compliance with its provisions. The Client shall be responsible for the actions or omissions of the Administrators/Users while using the Service, including disclosure/deletion of the Content and disclosure/dissemination of Confidential Information.

2.7. The Client is prohibited from copying, reproducing, granting rights to use the Service, as well as performing other actions not provided for by this Agreement. The Client, Administrators and Users shall use the Service solely for their own internal activities.

2.8. This Agreement does not grant the Client, Administrators, Users any right to use any trademarks, logos, domain names and other objects of exclusive rights used by the Licensor. The Client undertakes to use the Service in such a way as not to disseminate false information or information that may create a false impression of the Service or services and products provided by the Licensor through the website https://crm.malva-group.com/#function.

2.9. The Client is prohibited from downloading, publishing, transmitting, storing or distributing through the Service (or directly to the Service) viruses, computer programs that can self-replicate, or any other malicious software.

2.10. Except for the rights granted under this Agreement, the Client acknowledges and agrees that all ownership and other rights to the Service belong to the Licensor. The Client has the right to use the Service exclusively through the website https://crm.malva-group.com/#function.

2.11. The Licensor reserves the right at any time, at its sole discretion, to take action with respect to the Content that violates the terms of this Agreement, including its removal.

2.12. The Licensor has the right to add, modify or discontinue any functionality of the Service at any time, notifying the Client or without such notification, except when the changes significantly reduce the functionality of the Service. In such cases, the Licensor shall notify the Client 30 days in advance, and the Client will have the right to terminate this Agreement.

2.13. The Licensor reserves the right to temporarily suspend access to the Service for maintenance, repair or updates. Notification of this will be sent at least 3 business days prior to the suspension of access. In emergency cases that require immediate action to protect the Service, the Licensor has the right to temporarily suspend access without prior notice, but will take all reasonable measures to minimize the impact on users.

2.14. The Client has the right to regularly store their Content on third-party or self-selected services (cloud, local, etc.) using appropriate technical means without violating the Licensor’s intellectual property rights.

3. Payment, change of terms of access and use of the Service

3.1. The Client undertakes to pay for the use of the Service in accordance with the terms and conditions set forth below.

3.2. All payments include VAT, if specified in the invoice.

3.3 Payment for access and the right to use the Service shall be made by bank transfer through the personal account.

3.4 If the Client (payer) is an individual or self-employed person, payment is made through payment systems on the website https://crm.malva-group.com/#function. For entrepreneurs or legal entities, payment is made on the basis of an invoice or invoice issued by Malva CRM 5 (five) days before the end of the trial period or the current paid period of 30 (thirty) days. Some payment methods may include a transfer fee.

3.5. The cost of access to and use of the Service depends on the scope of services in accordance with the tariffs specified on the website https://crm.malva-group.com/#function.

3.6. The fee for using the Service is charged monthly, on the 1st day of each month. All payments are non-refundable, except as provided for in clause 3.10 hereof.

3.7. In case of non-payment for the use of the Service within 10 (ten) calendar days after the formation of a negative balance, the Licensor has the right to block access to the Service until payment is received. The moment of payment is considered to be the crediting of funds to the Licensor’s account.

3.8. In addition to paying for the use of the Service, the Client may incur additional costs related to Internet access, data roaming, etc.

3.9. The Licensor has the right to unilaterally change the cost of tariffs for access and use of the Service by publishing changes on the website https://crm.malva-group.com/#function. Such changes shall take effect from the moment of their publication, unless otherwise specified. In the event of a change in the cost of tariffs, the Licensor will notify the existing Clients 30 (thirty) days before the changes come into force by sending a corresponding e-mail.

3.10. If the Service becomes unavailable due to the Licensor’s fault, the fee for using the Service (monthly or annual) will be recalculated, and the Client will be provided with an additional period of use, in proportion to the time of unavailability of the Service.

3.11. No fees are charged for early termination of the Service. The rights of access and use of the Service canceled before the end of the current billing period will not be transferred to the next period.

4. Term of the Agreement and termination of the right to access the Service

4.1 This Agreement shall enter into force upon acceptance of the offer and shall remain valid until the Service is terminated at the end of the relevant period or for other reasons provided for in the Agreement.

4.2. Either party has the right to terminate this Agreement at any time by sending a written notice to the other party in case of repeated and material breach of the Agreement.

4.3. The Licensor has the right to unilaterally terminate this Agreement in case of violation of the essential terms of the Agreement by the Client, notifying the Client one business day before the expected date of termination, without obligation to pay any compensation.

4.4. The Client or the Administrator may cancel the right to access the Service or cancel the account at any time using the appropriate functions of the Service. Other methods of terminating access to the Service are not allowed.

4.5. Prior to termination of this Agreement, the Client undertakes to remove all his/her Content from the Service. The Licensor will delete or destroy all Content 14 (fourteen) calendar days after termination of the Agreement or the right to access the Service. The Licensor shall not be obliged to notify the Client of the deletion of the Content after termination of the Agreement and shall not be liable for the deletion of the Content in accordance with this Agreement.

4.6. In the event of termination of access to the Service for any reason, the Client will have 14 (fourteen) days to transfer the Content to another location before it is deleted. The Licensor may provide access to the Content after termination of the Agreement or access to the Service on a paid basis.

5. Confidential information and personal data protection

5.1. Both Parties undertake to treat all confidential information as protected and not to disclose it, except as necessary for the performance of this Agreement.

5.2. The Client, who, in accordance with the Law of Ukraine “On Personal Data Protection”, is the Owner of personal data, the Recipient or the Manager of contact data (employees, clients, customers, etc.) – subjects of personal data, as well as the Licensor, undertake to comply with the provisions of this Law when processing personal data, in particular with the help of information (automated) systems.

5.3. By agreeing to this Agreement, the Client confirms that he/she has all legal grounds for collecting, registering, accumulating, storing, adapting, modifying, updating, using and distributing (publishing, transmitting), depersonalizing, destroying personal data and other information that constitutes the content of the Content using the Service.

5.4. The Licensor undertakes to take measures to ensure the protection of personal data from unauthorized access, processing, loss or destruction, and will act solely on the instructions of the Client regarding the processing of personal data that has been transferred to the Licensor.

6. Responsibility

6.1. Liability for violation of the terms of this Agreement shall be determined by the current legislation of Ukraine.

6.2. The Licensor shall not be liable to the Client/Administrators/Users for any losses, loss of income, profit, information or savings resulting from the use or inability to use the Service, even if the Client/Administrators/Users have been warned of the possibility of such losses, or for any third party claims.

6.3. The Licensor shall be released from liability for non-performance or improper performance of this Agreement if it occurred due to external circumstances or actions (inaction) of third parties beyond the Licensor’s control and not caused by the Licensor.

6.4. The Client undertakes to compensate the Licensor for any losses that may arise as a result of the Client’s (its Administrators or Users) breach of obligations under this Agreement. The Licensor shall immediately inform the Client of any claims or losses arising from such violations. The Client undertakes to fully assist the Licensor in protecting its interests from claims or lawsuits.

7. Technical support

7.1. The Licensor shall provide technical support to the Clients, Administrators and Users, in particular, on issues related to the functioning and use of the Service on standard configurations of supported operating systems.

7.2. The Clients, Administrators and Users may contact the Licensor’s technical support service at no additional charge.

7.3. In order to provide technical support, the Licensor has the right to request from the Clients, Administrators or Users account information and/or data from third-party resources integrated with the Service.7.4. Technical support is provided to Clients with active access to the Service via chat in the system, by phone, by e-mail to office@malva-group.com

8. Other terms and conditions

8.1. Both parties undertake to comply with this Agreement and the applicable laws of Ukraine. All disputes that may arise from this Agreement shall be resolved in accordance with the laws of Ukraine.

8.2. The Service may be incompatible with certain computers or equipment of the Client. The Licensor does not guarantee the achievement of certain results that the Client may seek by using the Service.

8.3. This Agreement is the final agreement between the Licensor and the Client governing the use of the Service and supersedes all previous agreements between the Parties (including previous versions of the Agreement).

8.4. The Licensor shall have the right to involve third parties to ensure the Service’s performance, and shall be liable to the Client for the actions of such parties under this Agreement.

8.5. Neither Party to this Agreement may transfer all of its rights or obligations to third parties without the prior written consent of the other Party, except in the case of merger or reorganization, when the buyer or new entity agrees to comply with the terms of this Agreement.

8.6. The Licensor may provide the possibility of integrating the Service with products of third-party suppliers at the Client’s choice and risk. In this case, the Licensor shall not be liable for the consequences of such integration and reserves the right to change or terminate the integration of the Service with other products without prior notice to the Client.

8.7. The unavailability of the Service (within the meaning of clause 3.10 hereof) means any period of time exceeding 60 minutes during which the Client, Administrator or User cannot access the Service due to its failure, except for planned downtime.

8.8. In all matters not regulated by this Agreement, the parties are governed by the current legislation of Ukraine. 8.9. The Licensor reserves the right to make changes to the terms of this Agreement unilaterally by publishing the changed text on the website https://crm.malva-group.com/#function. Changes take effect from the moment of publication, unless otherwise indicated.