TERMS OF USE (LICENSE AGREEMENT) - AN OFFER TO GRANT A SOFTWARE LICENSE

 1. TERMS AND DEFINITIONS

1.1. Agreement (hereinafter referred to as the Agreement or Terms of Use) means this Terms of Use (License Agreement) which is an offer to grant a software license.

1.2. Licensor (Operator) means LLC “SM” (OGRN (Primary State Registration Number) 1117746908597, INN (Taxpayer Identification Number) 7719795020, KPP (Tax Registration Reason Code) 772901001, 45 Michurinskiy Avenue, Room 40, Floor 2, Moscow), operating on the basis of the following licenses:

● License of the Directorate of the Federal Security Service of Russia for the right to carry out maintenance of encryption (cryptographic) tools (registration number: 0011816);

● License of the Directorate of the Federal Security Service of Russia for the right to distribute encryption (cryptographic) tools (registration number: 0011816);

● License of the Directorate of the Federal Security Service of Russia for the right to provide services in the field of information encryption (registration number: 0011816),

1.3. Licensee means a legal entity or individual entrepreneur who has expressed a desire to use the Software for signing electronic documents and issuing electronic signature (ES) keys in accordance with the Agreement and has joined the Agreement in accordance with Section 2 of the Agreement. A Licensee is also recognized as a legal entity or individual entrepreneur who is already a counterparty to the Licensor on the basis of the relevant license agreement and who uses the Licensor's Software to sign electronic documents and issue electronic signature keys for himself and/or his clients (users). For Licensees who already have a signed license agreement with the Licensor, this Agreement shall be valid in the part not regulated by the signed license agreement, including (but not limited to): regarding the recognition of electronic documents signed with an enhanced unqualified electronic signature (EUES) as equivalent to paper documents signed with a handwritten signature, as well as regarding the use and verification of EUES.

1.4. User means any person who directly signs electronic documents aimed at signing by the Licensee on the basis of licenses purchased by the Licensee from the Licensor for the right to use the Software, and to whom electronic signature keys in the Software are issued at the appropriate request of the Licensee.

1.5. Software means the "Sign.Me " Electronic Signature Service" program (registration number 2023662663), used for signing electronic documents with an electronic signature. The Terms of Use shall apply only to the part of the Software that relates to the project "Sign.Click", i.e. to issue of unqualified electronic signature keys to Users without creating certificates of electronic signature verification keys in accordance with part 5 of Article 5 of the Federal Law No. 63-FZ dated 06.04.2011 "On Electronic Signature".

1.6. Software Copyright Holder means a person who has exclusive rights to the Software. The Licensor is the Software Copyright Holder.

1.7. License to use the Software (License) means the right to use the Software in accordance with the terms of the Agreement.

1.8. Website means the Licensor's website located at https://sign.me/. At the same time, the Software registration form for the "Sign.Click" project is located at https://click.sign.me/lk/#/onboarding.

1.9. Discount means a reduction in the cost of Licenses compared to the standard cost of the tariff, expressed in a fixed amount of money and/or a percentage of the amount, obtained upon the Licensee's performance of certain actions described in the terms of the Discount. The terms of the Discount are contained in the information materials about the Discount.

1.10. The terms "Certification Center", "Enhanced Unqualified Electronic Signature" (EUES), "Electronic Signature Key", "Electronic Signature Verification Key", "Electronic Signature Tool", "Electronic Signature Verification Key Certificate" shall be used in the Agreement in the meanings established by Federal Law No. 63-FZ dated 06.04.2011 "On Electronic Signature".

 

 2. AGREEMENT CONCLUSION PROCEDURE

2.1. The Terms of Use is an offer from the Licensor (Operator) to any Licensee and any User (in the part of the Agreement governing the legal relations of Users) who has expressed a desire to use the Software to sign electronic documents under the terms of the Terms of Use.

2.2. The Agreement is an agreement of accession and shall be concluded by the unconditional acceptance by the Licensee and the User of all the terms of the Agreement, including its Annexes (if any), as a whole.

2.3. Acceptance (unconditional acceptance) of the terms of this offer (the moment of conclusion of the Terms of Use) in accordance with Article 438 of the Civil Code of the Russian Federation is considered to be the commission of one of the three following actions:

- the Licensee or User goes through the registration procedure in the Software on the Licensor's Website. The fact of registration shall be considered completed from the moment the Licensee or the User enters the confirmation code from an e-mail or SMS on the Website;

- the fact that the Licensee transferred funds as a reward to the Licensor for granting Licenses for the right to use the Software;

- the fact that the User entered a code from an e-mail or SMS to sign an electronic document.

Such acceptance of the offer shall be deemed equal to the signing of the Terms of Use and all annexes thereto (if any).

2.4. By accepting this offer as indicated above, the Licensee and the User confirm their authority and agree to all the terms of the Agreement, including Annexes thereto (if any), changes and additions made by the Operator (Licensor) in accordance with the terms set out below, published on the Internet page at https://sign.me/legal. In accordance with the Civil Code of the Russian Federation, after accepting this offer, the Licensee and the User shall be considered as persons who have entered into contractual relations with the Operator (Licensor) and other Licensees and Users on the basis of the Agreement. At the same time, in accordance with clause 3 of Article 434 and clause 3 of Article 438 of the Civil Code of the Russian Federation, the Agreement is recognized as concluded by the Parties in writing.

2.5. By entering into this Agreement, the Licensee and the User assure that they are aware of the significance of their actions and are able to direct them, are not under the influence of delusion, deception, violence, or threat. The Agreement shall be concluded by the Licensee and the User voluntarily, with prior full familiarization with the terms of the Agreement, the content of which is clear to the Licensee and the User.

2.6. All Licensees and Users shall be Parties to the Agreement, both in their relationships with each other and their counterparties, and in their relationships with the Operator (Licensor).

 

 3. SUBJECT MATTER OF THE AGREEMENT

3.1. In the manner and on the terms set forth in the Agreement, the Licensor shall grant the Licensee Licenses to use the Software, as defined in the terms and definitions of the Agreement, on the terms of a simple (non-exclusive) license.

3.2. The validity period of the Licenses depends on the tariff purchased by the Licensee. Current tariffs indicating the validity period of Licenses are available on the Licensor's Website at https://sign.me/tariff/. If the Licensee does not use the Licenses purchased from the Licensor within the specified period, he shall be deprived of the opportunity to use the purchased licenses and return the money paid for them.

3.3. According to the Agreement, the use of the Software by the Licensee and the User shall have no restrictions in regards of the territory.

3.4. The Licensee shall be granted the right to use the Software in the following ways:

3.4.1. Authorization and de-Authorization.

3.4.2. Creating applications for the issuance of ES keys without creating an electronic signature verification key certificate for Users in accordance with part 5 of Article 5 of Law No. 63-FZ.

3.4.3. Signing documents using electronic signature keys.

3.4.4. Verification the Electronic signature.

3.4.5. Sending a document for signature.

3.5. The Licensee shall not use the Software outside the limits provided for in the Agreement.

3.6. The Operator prohibits Licensees and Users from using the Software to sign any loan agreements with any persons other than credit institutions included in the List of Credit Institutions Registered in the Territory of the Russian Federation of the Bank of Russia (CB of Russia), as well as pawnshops contained in the State Register of Pawnshops of the Bank of Russia (CB of Russia).

3.7. By accepting this offer, the Licensee and/or the Licensee's representative acting on behalf of the Licensee during the registration procedure, and/or the User specifying their data during the registration procedure, consent to the processing of their personal data by the Operator in accordance with the Operator's Personal Data Processing Policy posted on the Operator's website on the Internet at https://sign.me/legal, and the Licensee also confirms that he had received from his Users consent for the processing of their personal data by the Operator.

In addition, the Licensee and the User give their consent to receive SMS messages and emails from the Licensor at the contacts specified in the registration process.

3.8. In case of registration of the User by the Licensee, the login and password can be assigned to the User automatically, by sending them to the User by the Operator through the communication channels specified during registration.

3.9. One license to use the Software provides an opportunity to sign one electronic document to one, two or three Licensee's signatories. Thus, the Licensee shall acquire a separate license for each individual electronic document required to be signed by the Licensee.

3.10. If the Licensee needs to sign an electronic document with more than three signatories, the Licensee shall use another license that gives the right to sign an electronic document to one, two or three new signatories.

 

 4. RIGHTS AND OBLIGATIONS OF THE PARTIES

4.1. The Licensor shall:

4.1.1. Provide Software for creating electronic signature keys in accordance with the data specified in the application for the issuance of electronic signature keys.

4.1.2. After the Licensee completes the procedure for registration in the Licensor's Software, assign credentials to the Licensee (a unique login/password pair).

4.1.3. Issue the ES keys no later than 5 (five) minutes from the moment of receipt from the Licensee of the corresponding application for the issue of ES keys in electronic form.

4.1.4. Revoke the validity of the ES keys upon the request of the Licensee or the User.

4.1.5. Issue the ES keys in electronic form.

4.1.6. Ensure that the Software is always available, except during the maintenance time.

4.2. The Licensor shall have the right to:

4.2.1. Unilaterally amend the Terms of Use. The publication of the updated text of the Terms of Use on the Licensor's Website at https://sign.me/support/legal/ shall be deemed to be a proper notification of the Licensee and the User about the fact of its amendment.

4.2.2. Refuse to grant the Licensee a License for the right to use the Software, or revoke the specified right granted before, or suspend the validity of the specified right without prior notice if the Licensee violates the requirements of the current legislation of the Russian Federation and/or the terms of the Terms of Use, as well as if the Licensor has reason to believe that such violations on the part of the Licensee have occurred in the past.

4.3. The Licensee shall:

4.3.1. Go through the registration procedure on the Licensor's Website.

4.3.2. Ensure the accuracy of the information provided in the application for the release of ES keys, taking into account the provisions contained in clause 9.5 of the Agreement.

4.3.3. Ensure the confidentiality of the created account on the Service, namely:

- the account access password must consist of at least 10 characters, consist of a combination of the following characters "0123456789ABCDEFGHIJKLMNOPQRSTUVWXYZabcdefghijklmnopqrstuvwxyz";

- when using the Software, do not disclose or transfer to third parties the generated one-time confirmation codes received via e-mail or SMS;

- do not transfer the received or newly created account logins/passwords to third parties;

- do not transfer access to his e-mail and/or SIM card, the phone number of which is specified during registration in the Licensor's Software, to third parties.

4.3.4. Immediately notify the Licensor if there is a reason to believe that the ES keys have been compromised.

4.3.5. Accept and pay for the License for the right to use the Software on the terms agreed upon in the Agreement.

4.3.6. Regularly review the text of the Terms of Use on the Licensor's Website.

4.3.7. Independently decide on the use of the Software in his activities.

4.4. The Licensee and the User shall have the right to:

4.4.1. Have constant access to the Software, except for the time of maintenance.

4.5. The User shall:

4.5.1. when using the Software, not disclose or transfer to third parties the generated one-time confirmation codes received via e-mail or SMS;

4.5.2. not transfer the received or newly created account logins/passwords to third parties;

4.5.3. not transfer access to his e-mail and/or SIM card, the phone number of which is specified during registration in the Licensor's Software, to third parties.

4.5.4. Immediately notify the Licensor if there is a reason to believe that the ES keys have been compromised.

4.5.5. Regularly review the text of the Terms of Use on the Licensor's Website.

4.5.6. Independently decide on the use of the Software in his activities.

4.6. In order to sign electronic documents via the Software, the Licensee and the User must connect to the Internet, as well as go through the Software registration procedure on the Licensor's Website. Otherwise, it is not possible to sign electronic documents with the help of the Software.

 

 5. LICENSE FEE

5.1. For granting a License to use the Software, the Licensee pays the Licensor a license fee in accordance with the tariffs indicated on the Licensor's website at https://sign.me/tariff/.

5.2. All settlements under the Agreement shall be made in a non-cash manner by transferring funds to the Licensor's current account.

5.3. Licenses for the right to use the Software shall be considered transferred from the moment the Licensor receives funds for the provision of Licenses from the Licensee. As a confirmation of the transfer of Licenses, the parties shall sign the Licenses Acceptance and Transfer Certificate (hereinafter referred to as the "Certificate"). The Certificate signed by the Licensor shall be automatically sent to the Licensee's account within 2 (two) business days from the moment the Licensee deposits funds as a reward to the Licensor for granting Licenses for the right to use the Software. The Licensee shall sign the Certificate with his EUES within 3 (three) business days from the date of receipt of the Certificate in the Licensee's account. If the Licensee does not sign the Certificate within the specified period, the Certificate shall be considered automatically signed by the parties, and the Licenses shall be considered transferred in full.

5.4. If the Licensee has paid for the License to use the Software, but the Licensee has never applied for the release of electronic signature keys, the funds shall not be refunded to the Licensee.

5.5. If the Licensee sends a notice of termination of the Agreement before the expiration of the Licenses for the use of the Software, calculated in accordance with clause 3.2 of the Agreement, the Licensor's funds shall not be returned to the Licensee.

 

6. AGREEMENT ON THE RECOGNITION OF ELECTRONIC DOCUMENTS SIGNED IN THE SOFTWARE BY EUES AS EQUIVALENT TO PAPER DOCUMENTS SIGNED WITH A HANDWRITTEN SIGNATURE

6.1. The Agreement on the recognition of electronic documents signed in the Software by EUES as equivalent to paper documents signed with a handwritten signature applies exclusively to the project "Sign.Click", i.e. to the issue of unqualified electronic signature keys to Users without creating certificates of electronic signature verification keys in accordance with part 5 of Article 5 of the Federal Law No. 63-FZ dated 06.04.2011 "On Electronic Signature".

The Agreement on the recognition of electronic documents signed in the Software by EUES as equivalent to paper documents signed with a handwritten signature for other Licensor's products is contained on the Licensor's Website in the "Legal Information" section.

6.2. In accordance with the terms of the Agreement, Licensees, Users and the Operator acknowledge that, in all relationships between Licensees and Users and/or between Users and/or between Licensees and the Operator, electronic documents signed in the Software by means of an enhanced unqualified electronic signature issued to the Licensee and/or the User by the Operator shall be recognized as equivalent to paper documents signed with a handwritten signature and certified by seal (when used by the Licensee or the User).

Licensees and Users also recognize electronic documents signed in the Software by means of an enhanced unqualified electronic signature issued to the Licensee and/or the User by the Operator as equivalent to paper documents signed with a handwritten signature and certified by seal (when used by the Licensee or the User), regardless of whether the EUES is issued by means of an electronic signature verification key certificate or without creating such a certificate in accordance with part 5 of Article 5 of the Federal Law No. 63-FZ dated 06.04.2011 "On Electronic Signature".

6.3. In cases where the norms of applicable legislation or documents of Licensees and/or Users establish a requirement for the written form of a document, this requirement shall be considered fulfilled when compiling an electronic document. Licensees and Users acknowledge that a document cannot be invalidated on the sole ground that it is drawn up in electronic form.

6.4. Licensees and Users independently determine the list of documents signed with an enhanced unqualified electronic signature, taking into account the requirements of legislation and the risks of using an enhanced unqualified electronic signature, as well as the circle of Licensees and Users for electronic interaction.

6.5. Electronic documents that are the direct basis for the commission of legally significant actions shall be certified by the electronic signature of the relevant officials authorized to hand-sign similar documents on paper.

6.6. The risk of illegal signing of an electronic document with an appropriate electronic signature shall be borne by the Licensee and/or the User acting on his own behalf and signing the document, or by the Licensee, whose representative is the person who illegally signed this electronic document.

6.7. The Operator shall have the right to conclude agreements with other operators of similar software on the recognition of electronic documents signed by EUES in such software as equivalent to paper documents signed with a handwritten signature and certified by seal (when used by the Licensee or the User). In this case, it is assumed that the Licensee and Users automatically recognize all electronic documents signed by the EUES issued in Software, in respect of which the Operator has a corresponding agreement, as valid, regardless of whether the EUES was issued through an electronic signature verification key certificate or without creating such a certificate in accordance with part 5 of Article 5 of the Federal Law No 63-FZ dated 06.04.2011 "On Electronic Signature".

In case of conclusion of agreements with operators of similar software, specified in paragraph 1 of this clause, the Operator shall publish a list of such operators on the website https://sign.me/legal.

6.8. By concluding the Agreement, the Licensee and the User confirm that they recognize all electronic documents signed by the EUES as equivalent to paper documents signed with a handwritten signature and certified by seal (if applicable), provided that such electronic documents are signed in the Software. At the same time, in this clause the concept of "Software" shall include all products of the Operator, including EUES, issued with the use of unqualified certificates of electronic signature verification keys (in the latter case, Licensees and Users recognize electronic documents signed by EUES as equivalent to paper documents signed with a handwritten signature and certified by seal (if applicable), regardless of which certification authority issued the certificate of the unqualified electronic signature verification key). 

 

7. LICENSEES AND USERS' ES KEYS COMPLIANCE VERIFICATION PROCEDURE

7.1. The EUES shall be formed by a participant in electronic interaction for an electronic document using an electronic signature (ES) tools provided to him by the Operator.

7.2. The correspondence of the Licensee's and User's ES keys shall be ensured by the records of the database and logs of the Operator's Software.

7.3. The ES keys shall be created and/or used only after the Licensee and/or the User enter a code from SMS/email or enter a username/ password to log into their personal account on the Website.

7.4. The ES keys are stored in encrypted form. Both the Operator and his employees do not have access to them.

7.5. The use of third-party unqualified electronic signatures is not provided for under the Agreement, except the cases specified in the Agreement.

 

8. ELECTRONIC SIGNATURE KEYS VERIFICATION PROCEDURE

8.1. The ES tool checks and controls the integrity of an electronic document. Data on the results of verification of information about the list of signatories and the results of verification of their ES are output based on database records from the Operator's software and the results of cryptographic verification of the ES.

8.2. The ES facilities check the EUES in accordance with GOST 34.10-12 and GOST 34.11-12.

8.3. By accepting this offer, the Licensee and the User instruct the Operator to store the encrypted ES keys, as well as ES files and electronic documents signed by the Licensees and Users in the Operator's software.

8.4. Verification of ES keys shall be provided only in cases when they were created using the Software of the Operator, as well software of other operators with whom the Operator has an agreement specified in paragraph 1 of clause 6.7 of the Agreement.

 

9. LIABILITY OF THE PARTIES AND FORCE MAJEURE

9.1. The Parties shall be responsible for non-fulfillment or improper fulfillment of their obligations assumed in accordance with the Agreement in accordance with the current legislation of the Russian Federation and the Agreement. Any liability of the Licensor under the Agreement shall be limited to compensation for actual damages. Lost profits shall not be reimbursed by the Licensor.

9.2. In case of claims against the Licensee by third parties related to violation of their copyrights in relation to the Software that is the subject of the Agreement, the Licensor shall take all necessary measures to resolve claims, as well as possible disputes, including judicial ones. In such cases, the Licensee shall not be entitled to act on behalf of the Licensor. The Licensor shall settle claims or lawsuits of third parties, as well as fully reimburse the Licensee for expenses and losses related to compensation and settlement of claims and lawsuits of third parties related to violation of their copyrights.

9.3. The Parties shall be released from liability for non-fulfillment or improper fulfillment of their obligations under the Agreement in the event of force majeure that directly or indirectly impede the fulfillment of the Agreement, that is, circumstances that are independent of the will of the Parties, could not have been foreseen by them at the time of conclusion of the Agreement and could not have been prevented by reasonable means upon their occurrence (force majeure).

9.4. Under no circumstances the Licensor shall be responsible for the actions of Licensees and Users committed through the Software. Licensees and Users shall use the Software at their discretion and independently, under their own responsibility, and shall make a decision on entering into legal relations with any counterparty.

9.5. Any responsibility for providing false information about the Licensee and/or the User, both during the Software registration process and in the application for the release of ES keys sent by the Licensee, through the fault of such Licensee and/or through the fault of third parties, shall lie with the Licensee. Under no circumstances the Licensor shall be responsible for the release of the ES keys, if such release was carried out in accordance with the data provided by the Licensee.

Thus, the responsibility for identifying the persons in respect of whom ES keys are issued shall lie with the Licensee, and not with the Licensor. The Licensee shall exercise due diligence when entering into legal relations with the Users, and shall also ensure proper measures for carrying out the procedure for identifying the Users for whom the ES keys are issued in the Software at the request of the Licensee. All risks for the use of the Software in general, and for the unreliability of information about the Licensee and/or the User in particular shall be assessed and accepted by the Licensee.

9.6. All disputes and disagreements arising in connection with the fulfillment of the Agreement shall be resolved by the Parties through negotiations. If it is impossible for the Parties to resolve the disagreements through negotiations, the dispute shall be subject to resolution in court at the Licensor's location with mandatory compliance with the claims procedure for resolving disputes and disagreements. The deadline for responding to a claim is 30 (thirty) calendar days from the date of its receipt in writing.

The claim and all other notifications must be sent by the Parties to the e-mail address or postal address of the other Party (at the choice of the person submitting the claim). The claim and all other notices may be sent to the Licensor via e-mail to info@sign.me .

 

10. GUARANTEES PROVIDED BY THE LICENSOR

10.1. The Licensor guarantees, to the required extent, that he has exclusive property rights to the Software. The Licensor guarantees that the Software does not contain any borrowings or parts that may be considered a violation of copyright and/or related rights of third parties.

10.2. The Licensor guarantees that the Software, transmitted (supplied) files and information materials do not contain information constituting a state secret and that the use of the Software does not entail violations of the requirements of legislation in the field of information security. The Licensor guarantees that the Software or parts thereof do not contain elements that knowingly lead to unauthorized destruction, blocking, modification or copying of information, disruption of operation of computers, computer systems or networks owned by the Licensee or the User.

10.3. The Licensor guarantees that at the time of conclusion of the Agreement, he is the rightful copyright holder of the Software. At the time of conclusion of the Agreement, there are no rights to the Software that are encumbered by third-party claims, except for those that the Licensor has notified the Licensee about. Prior to the conclusion of the Agreement, the Licensor is unaware of any third-party claims regarding his rights to the Software.

 

11. MISCELLANEOUS

11.1. The Licensor shall have the right to provide the Licensees with a Discount, at his own discretion, in one of the following ways:

● placement of a specialized discount page on the Licensor's Website;

● placement of information about the Discount on the Licensor's social networks;

● placement of information about the Discount in third-party advertisement materials. In this case, the Discount shall be valid only if such advertisement materials are posted by a third party on the basis of an agreement with the Licensor.

11.2. The validity period of the Discount, as well as other conditions for its application, shall be contained in the information materials for the Discount.

11.3. The Discount can be used by one Licensee only once, unless otherwise specified in the Discount or on the Website.

11.4 The validity period of the Terms of Use shall be equal to the validity period of the Licenses specified in clause 3.2 of the Terms of Use.

11.5. In the event of a criminal case being opened against the Licensee and/or the fact of a pre-investigation check related to both the use of the ES and any type of fraud, the Operator shall have the right to terminate the Agreement or suspend the Agreement without notifying the Licensee of the fact of such termination or suspension.

11.6. The transfer of the exclusive right to non-exclusive rights transferred under the Terms of Use to another copyright holder shall not be a reason for amendment or termination of the Agreement.

11.7. In everything that is not expressly stipulated in the Terms of Use, the Parties shall be guided by the current legislation of the Russian Federation.