Last updated February 25, 2022
ActivePlatform Cloud. Terms of Service
These terms of service agreement (including Appendix 1 hereto) (the "Agreement") is a legally binding agreement on the use of ActivePlatform Cloud provided as SaaS (the "Platform") between the User and Active Technologies LLC (Republic of Belarus), reg.No. 690277669 (the "ActivePlatform").
BY SENDING THE REQUEST TO GET THE LICENSE AND/OR USING THE PLATFORM, THE USER IMPLICITLY ACCEPTS THE TERMS OF THE AGREEMENT. IF THE USER DOES NOT AGREE TO THE AGREEMENT, THE USE OF THE PLATFORM BY THE USER IS NOT POSSIBLE. Your acceptance of this Agreement does not grant you a License. Your right to use the Platform (i.e., the License) is deemed granted from and until the time specified under clause "License term" below.
If you are an individual agreeing to the terms of the Agreement on behalf of an entity, such as your employer, you represent that you have the legal authority to bind that entity by the terms of the Agreement. A legal entity is responsible for the actions of all of its employees to whom it has allowed using the Platform as if they were its own.
1. DEFINITIONS
1.1. Account – User's account on the Platform.
1.2. Applicable Law – any applicable legislative act, statute, law, rule, regulation, or directive of any governmental authority having or asserting jurisdiction over the matter or matters in question, whether now or hereafter in effect.
1.3. Authorized Users – employees of the respective party acting on behalf of such party.
1.4. Content – images, texts, links, information, documents, and other objects uploaded to the Platform, or otherwise transferred, processed, used or stored in connection with the use of the Platform.
1.5. Documentation – Platform documentation, available at https://docs.activeplatform.com, which is expressly incorporated herein by reference, and together with the Agreement and Appendix 1 hereto are collectively referred to as the "Agreement". It is permitted to use the Documentation solely in connection with the use of the Platform.
1.6. End-Users – mean (i) User's end customers who purchase Products for their own purposes and not for sale (the "end-customers"), (ii) User's partners who have registered or were invited by the User to use the Platform (the "partners") and (iii) end-customers of the partners.
1.7. Plan – a specific set of the Platform's features provided to the User within the License granted to such User. The relevant description of each offered Plan and corresponding prices are always available on the Website via https://activeplatform.com/activeplatform-cloud-pr....
1.8. Product – software, content, and other products and services that are (i) approved and made available by ActivePlatform through the Platform and/or (ii) which are legally owned or otherwise legally distributed by the User through the Platform.
1.9. User – means an entity or individual entrepreneur who is (i) the owner of the Product, or (ii) authorized by the Vendor or other person to resell the Products, or (iii) has other legal grounds to distribute the Products, and uses the Platform under this Agreement and to whom the Services are provided.
1.10. Vendor – the owner of any Product.
1.11. Website – website of the ActivePlatform available via the link https://activeplatform.com/.
2. LICENSE
2.1. Platform functionality. The Platform is provided according to the Documentation and includes the features described in the Plan the User has selected. The User can order the implementation of additional features by sending the relevant request, and the terms of services for the implementation of such additional features will be agreed upon separately.
2.2. License conditions. ActivePlatform grants to the User a non-exclusive, non-transferable, non-sublicensable, limited right, worldwide license to use the Platform through its Authorized Users strictly in accordance with the Agreement, applicable Documentation, and other instructions of ActivePlatform (the "License").
2.3. Scope of rights. The User may use the Platform only to sell the Products through the Platform and to provide related services to the End-Users included in the selected Plan.
2.4. License term. The License is provided from the moment of receipt of access details from ActivePlatform. The initial term of the License is limited to 1 (one) month and will be automatically renewed for another renewal period of 1 (one) month (each such 1 (one) month period shall be hereinafter referred to as the "Reporting Period"). The License will be renewed at the fee specified for the selected Plan on the Website at the moment of renewal. The License may be terminated earlier as described in section "Termination".
2.5. License fee. The License fee is defined as the price of the selected Plan as listed on the Website. The price indicated on the Website does not include any applicable taxes and other required fees. ActivePlatform reserves the right to unilaterally update prices and other payment conditions by indicating updated payment conditions on the Website. Updated payment conditions will become effective from the next payment period following the last period fully paid by the User (next month). All payment conditions indicated on the Website are relevant at the moment of payment.
2.6. New Products. To market and sell your own products and services (those for which there is no ready-made integration within the Platform), you should use the Vendor Portal available at https://vendor.activeplatform.com/ in accordance with its terms of service available through the link: https://activeplatform.com/vp_terms_of_service.
3. PROHIBITED USE.
3.1. It is prohibited to use the Platform for any purposes not stipulated in the clause "Scope of rights" herein.
3.2. Platform prohibited use. Including, but not limited to, you shall not:
a) use the Platform in any manner not provided for in the clause "Scope of rights" herein;
b) give away, copy, license, sub-license, sell, rent, lease, distribute, monetize, transmit, host, outsource, disclose, or otherwise make the Platform or its functionality available to any third parties, transfer rights in the Platform, pledge as security or otherwise encumber the rights in the Platform provided under the Agreement;
c) disorder the Platform, including publishing of elements that impede the exchange of information in real time, opening an additional browser window, substituting functional elements of an interface, etc.;
d) remove, modify, or conceal any product identification, copyright, proprietary, intellectual property notices, or other marks;
e) place links to resources whose content contradicts the Applicable Law;
f) try to avoid technical limits provided by the Platform;
g) reverse engineer, disassemble, decompile, decrypt, decode, adapt or otherwise attempt to derive or gain access to the source code of the Platform;
h) modify the Platform or create derivative works of the Platform (or any component thereof);
i) disseminate false information regarding the User's involvement in ActivePlatform and/or its partners;
j) use access to the Platform and any other information for the purpose of building or replicating the Platform, or conducting any other activity that is competing to our business;
k) in any other way attempt to profit from the use of the Platform, except directly from the purposes for which we provide you with the Platform;
l) assist in any activities focused on violation of restrictions and prohibitions imposed by the Agreement, as well as a violation of the Applicable Law;
m) use the Platform in a manner not provided by or in violation of the Agreement or Applicable Law.
3.3. Content and Products prohibited use.
3.3.1. You have no right to publish, distribute, store, transfer in any form Content and Products that:
a) violate rights of third parties, including violation of intellectual property rights and trade secret regime;
b) prejudice honor, business reputation, and dignity of third parties;
c) contain information not allowed to the disclosure;
d) are unlawful, harmful, threatening, defamatory, inciting to violence against any person or group of persons, or to inhuman treatment of animals, call for a commission of illegal activities, clarify the procedure for the use of explosives and other weapons, break the standard moral standards and ethical norms, promote hatred and/or discrimination, and also contain negative and critical remarks regarding religion, politics, race, ethnicity, gender, personal characteristics, abilities, sexual orientation and appearance of third parties, contain insults addressed to specific individuals or organizations;
e) can be seen as promoting certain political and religious beliefs, sexual orientation, violence, drug use, alcohol, and smoking, if such actions are deemed prohibited under Applicable Law;
f) violate rights of minors;
g) contain or connect with malicious software (viruses, worms, trojans or any other computer code, files or programs) designed to interrupt, destroy or limit the functionality of any computer or telecommunications equipment (or parts thereof), for unauthorized access, to gain access to commercial software products, by providing serial numbers of logins, passwords, programs for their generation and other means to gain unauthorized access to paid content, as well as for publishing links to the information above;
h) may be used for illegal collection, storage, and processing of personal data of other parties;
i) violate the Agreement or Applicable Law.
3.3.2. Under no circumstances may you publish, distribute, store, transfer in any form Content and/or Products unless you have a legitimate ground to publish, distribute, store, transfer in any form such Content and/or Products (in particular, if you are the legal owner of the Content and/or Product or have other legal grounds, such as proper authorization from the owner to perform relevant actions with such Content and/or Product).
3.3.3. It is expressly forbidden to create completely free Products or provide commercial Vendor's Products for free (unless the Vendor officially provides trial licenses and subscriptions).
3.4. You undertake to comply with the terms set forth herein and agree that we may take all necessary measures to prevent and cease violations of the Agreement, including revoking your License without prior notice and any refunds.
4. FEES
4.1. Payment conditions. The License fee and monthly cost of the Services are paid after the end of the Reporting Period. The User shall pay the License fee and monthly cost of the Services in accordance with the invoice within 30 (thirty) calendar days after the invoice was sent by ActivePlatform to the User. The invoice will be sent to the e-mail address to which the Account is linked.
4.2. Currency. All fees are quoted and paid in US Dollars.
4.3. Transfer of funds. All payments under this Agreement shall be paid via wire transfer and shall not be reduced by any wire transfer fee, bank processing fee, or other fee pertaining to the rendering of payment.
4.4. Free mode. ActivePlatform can provide the Platform in free mode for the duration of the trial period or if the ActivePlatform considers it necessary to take time to configure the Platform for the User. In this case, ActivePlatform determines the term of such free use and may terminate the free use at any time at ActivePlatform discretion without any liability. ActivePlatform disclaims all obligations or liabilities with respect to such free mode period, including support, warranty (of any kind), and indemnity obligations.
4.5. Auto-renewal. The User agrees to the automatic renewal of the License term. The User acknowledges that the consent to the automatic renewal means that ActivePlatform may renew the License in accordance with the selected Plan and charge the User appropriate fee for the License on a regular basis unless the User withdraws the consent to the automatic renewal. To withdraw such consent the User shall send the relevant request to ActivePlatform via e-mail indicated hereinbefore the renewal.
4.6. Refunds. The User is not entitled to get any refund if the User has not used the Platform or used it with time breaks, etc. (regardless of the reasons).
4.7. Late interest. ActivePlatform reserves the right to charge interest at the rate of 0,1% (one-tenth of one percent) of the amount of unpaid or underpaid payment for each day of delay, but not more than 10% (ten percent) of the amount of unpaid or underpaid payment.
4.8. Product price. The Agreement does not regulate, and ActivePlatform does not set and is not responsible for the prices of the Products. Notwithstanding the above, it is expressly forbidden to create completely free Products or provide commercial Vendor's Products for free (unless the Vendor officially provides trial licenses and subscriptions for such Products) as is stated in clause 3.3.3 above.
5. REGISTRATION PROCEDURE
5.1. Request. In order to use the Platform, the User shall send to the ActivePlatform relevant request, in particular, through the Website, or by other means. The User is obliged to supply accurate and complete information and further shall be responsible for keeping it up-to-date. All requests are subject to ActivePlatform's acceptance. ActivePlatform may decline or cancel any request for any reason at any time.
5.2. Account. After reviewing the request, the User will receive access details to the e-mail indicated in the request. Such access details shall be used to log in to the Account.
5.3. Security. The User is fully and solely responsible for ensuring the safety of the Account, including preventing third parties from accessing the access details, taking other measures (including technical, organizational, and legal) to protect the Account and information which can be accessed through the Account from unauthorized access and any consequences associated with such unauthorized access.
5.4. ActivePlatform assumes no responsibility for ensuring the safety of the Account. ActivePlatform does not have the technical ability to verify who has access to the Account, therefore all actions performed in the Platform after gaining access to the User's Account are considered to be performed by such User.
6. SERVICES. Subject to the terms of this Agreement, the User with the valid License may order Services from ActivePlatform. The Services will be provided in accordance with Appendix 1 hereto.
7. THIRD-PARTY SERVICES. The Platform may be made available or accessed via third-party services and content (such as Vendor Products, third-party payment providers, third-party advertising providers, and others) that ActivePlatform does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third-party services and content. In no event shall ActivePlatform be responsible or liable for any products or services of such third-party providers.
8. TERMINATION
8.1. Termination in case of a breach. ActivePlatform has the right to immediately, without any explanation of the reasons and prior notice to the User, terminate the Agreement with such User in the following cases:
a) ActivePlatform identifies the User's violations of the Agreement or Applicable Law;
b) ActivePlatform receives third party's claims of the User's violation of their rights;
c) ActivePlatform receives information that the Content and/or Products contain materials specified in the section "Prohibited Use" herein;
d) if the User has an outstanding debt for 30 (thirty) calendar days;
e) if a Force Majeure Event affecting ActivePlatform continues substantially uninterrupted for a period of 30 (thirty) calendar days or more;
f) ActivePlatform receives a relevant request from governmental agencies.
8.2. Effect of termination. Termination for any reason does not bind ActivePlatform to return any fees. The User obligations to pay off the outstanding payments to ActivePlatform, if any, shall remain in force after the Agreement termination until their full performance.
8.3. Upon the termination, the User's Content and/or Products may be deleted, and ActivePlatform is not responsible for their safety.
9. INTELLECTUAL PROPERTY
9.1. ActivePlatform ownership. ActivePlatform retains all and any rights to the Platform, its components, any content placed by ActivePlatform or others in the Platform (except for the User's generated Content and Products), and other intellectual property, except as expressly granted to the User herein. Through the use of the Platform, the User does not acquire a license or any ownership rights to any trademarks, service marks, or trade names that are owned, registered and/or licensed by ActivePlatform.
9.2. License to the Content and Products. By uploading any Content and Products to the Platform, the User grants ActivePlatform non-exclusive, non-transferable, non-sublicensable, revocable, license, for the term of this Agreement, to store and process these Content and Products solely in connection with the provision of the Platform.
9.3. License to the User's mark. Subject to the terms of this Agreement, and during the applicable term, the User hereby grants to ActivePlatform a non-exclusive, non-transferable, non-sublicensable, revocable, license, for the term of this Agreement, to use the names, trademarks, service marks, trade names, product names and logos of the User (the "Marks") solely and to the extent necessary for displaying such Marks in the Platform, advertising, marketing and promotion of the Products.
10. MODIFICATIONS
10.1. The Agreement, including Documentation, may be amended from time to time. Unless otherwise expressly stated, such changes shall become effective upon publication on the Website and/or the Platform. Continuing use of the Platform after the effective date of such changes constitutes the consent with the relevant terms of the Agreement, including Documentation.
10.2. ActivePlatform reserves the right to modify, suspend or discontinue, temporarily or permanently, the Platform, without prior notice to the User.
11. NO WARRANTIES. THE USER EXPRESSLY UNDERSTANDS AND AGREES THAT ALL USE OF THE PLATFORM AND SERVICES IS AT THE USER'S SOLE RISK AND THAT THE PLATFORM AND SERVICES ARE PROVIDED "AS IS". ACTIVEPLATFORM HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND ACTIVEPLATFORM SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON–INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, ACTIVEPLATFORM MAKES NO WARRANTY OF ANY KIND THAT THE PLATFORM AND SERVICES WILL MEET THE USER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR-FREE. No advice or information, whether oral or written, obtained from ActivePlatform or elsewhere, shall create any warranty not expressly stated in the Agreement. The User is solely responsible for any consequences of the use of the Platform and Services, including any loss in profit or reputation, loss of data, cost of procurement, or other intangible loss.
12. LIABILITY
12.1. Limitations. The User expressly understands and agrees that ActivePlatform shall not be liable to the User for any direct, indirect, incidental, special consequential or exemplary damages incurred by the User, however, caused and under any theory of liability, including, but not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible loss. The foregoing limitations on ActivePlatform's liability shall apply whether or not ActivePlatform has been advised of or should have been aware of the possibility of any such losses arising.
12.2. Cap on liability. If the limitation of liability provision under Applicable Law is held invalid, in any case, our cumulative liability for all claims arising from or relating to Platform shall not exceed the amount paid to ActivePlatform by the User for the License under this Agreement during the 6 (six) months immediately preceding the event giving rise to the claim.
12.3. Force Majeure. In no event will ActivePlatform be liable or responsible to the User, or be deemed to have defaulted under or breached the Agreement, for any failure or delay in fulfilling or performing any term herein, when and to the extent such failure or delay is caused by any circumstances beyond ActivePlatform's reasonable control (the "Force Majeure Event"), including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date when the Agreement was concluded, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation.
13. INDEMNITY. The User agrees to hold harmless and indemnify ActivePlatform and its authorized officers, directors, employees, agents, partners, resellers, successors and assigns from and against any third-party claim arising from or in any way related to the User's use of the Platform, breach of the Agreement or violation of Applicable Law, rules or regulations in connection with the Platform, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs, and attorneys' fees, of any kind and nature.
14. LAW APPLICABLE TO THE AGREEMENT AND DISPUTES RESOLUTION
14.1. Law applicable to the Agreement. Issues not regulated by the Agreement shall be settled in accordance with the law of the Republic of Belarus.
14.2. Settlement of disputes and conflicts. All disputes or conflicts arising between the parties in connection with the Agreement shall be settled through negotiations. The party which has any claims and/or disagreements shall send a message to the other party indicating the claims and/or disagreements that have arisen. The message is sent to the following e-mail address: to the User – to the e-mail address provided during registration; to the ActivePlatform – to partner@activeplatform.com. If no agreement by the parties is reached, disputes shall be settled in the complaint procedure. Term of the response to the claim – 30 (thirty) calendar days. If it is impossible to reach an agreement, any dispute, controversy, or claim that may arise out of or in connection with the Agreement, including those related to its amendment, termination, execution, invalidity, or interpretation, shall be submitted to the International Arbitration Court at the BelCCI (Minsk, Republic of Belarus) in accordance with its rules.
15. MISCELLANEOUS
15.1. Severability. If any provision of the Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of the Agreement will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by Applicable Law.
15.2. Entire agreement. The Agreement is the final, complete and exclusive Agreement between the User and ActivePlatform with respect to the subject matters hereof and supersede and merge all prior discussions and Agreements between the parties with respect to such subject matters (including any prior Agreement).
15.3. No waiver of rights. ActivePlatform failure to exercise or enforce any right or provision of the Agreement shall not operate as a waiver of such right or provision.
15.4. Titles and interpretation. The clauses titles in the Agreement are for convenience only and have no legal or contractual effect. The word "including" means "including without limitation".
15.5. Independent contractor. The User's relationship to ActivePlatform is that of an independent contractor, and neither party is an agent or partner of the other.
15.6. Assignment. The User may not assign the Agreement and the User's rights and obligations herein without the prior written consent of ActivePlatform, and any attempted assignment in violation of the foregoing will be null and void. ActivePlatform may assign the Agreement in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, or other operation of Applicable Law, without your consent. The terms of the Agreement shall be binding upon assignees.
Appendix 1
ActivePlatform Cloud. Support Services Terms
These ActivePlatform Cloud support services terms govern the provision by ActivePlatform of configuration and maintenance (administration) services to the Users (the "Services"). ActivePlatform does not provide Services with respect to the Products.
1. DEFINITIONS
1.1. Workaround Solution – a technical set of measures for Incidents with Priority 1 and 2 that temporarily reduce their impact to Priority 3. The Workaround Solution is considered provided after receipt of appropriate confirmation from User about the Workaround Solution, and the time of confirmation of the Workaround Solution by User is excluded from the Response Time, Workaround Solution Provision Time, and Resolution Time intervals.
1.2. Workaround Solution Provision Time – the time interval from the moment of the actual beginning of work on the Incident Request (upon expiration of the Response Time) until the moment of diagnosing the problem and providing the Workaround Solution.
1.3. Business Hours – the business hours of 10:00 a.m. to 7:00 p.m. (UTC + 3:00 a.m.) on business days. Business Day means any calendar day except for weekends and/or holidays officially established in the Republic of Belarus.
1.4. Core Platform Functionality means:
a) registration of new End-Users and order placement through the Platform;
b) access and authorization in the control panel of the Platform;
c) provision of new services;
d) billing and invoicing.
1.5. Defect (Bug) – a bug in the Platform operation, which was made by ActivePlatform during the software development, provided that ActivePlatform has confirmed that such bug has the status of a Defect (Bug).
1.6. Incident – an unplanned event that has caused or may cause access to the functionality of the Platform to be suspended or reduced in quality, even if it has not affected the provision of access to the functionality of the Platform.
1.7. Incident Request – the User's notice of an Incident.
1.8. Response Time – the period of time from the moment of receipt of an Incident Request by ActivePlatform until ActivePlatform confirms in writing the receipt of an Incident Request, its classification, and the beginning of work on it.
1.9. Resolution Time – the period of time from the moment of the actual beginning of work on the Incident Request (upon expiration of the Response Time) until the moment of its execution or providing a permanent solution to the occurred problem in the Platform operation by modifying the existing and/or developing new Platform code in order to correct software defects and to prevent their occurrence in the future.
1.10. Request – a Request for Incident and a Service Request.
1.11. Request for Improvement – means a formal proposal to modify the Platform or a part thereof. The Request for Improvement shall include the details of the proposed change and may be written in paper or electronic form.
1.12. Service Request – the User's request not related to the Incident, including the request for technical advice on the Platform operation, adjustment, configuration, the User's request to set up "Reseller" type accounts in the Platform, and others.
1.13. Support Center – an automated system of registration and processing of the User's Requests, which serves to eliminate incidents, maintain the Platform, and provide information on the operation of the Platform. The Support Center operates during Business Hours.
1.14. Maintenance Work – preventive works to maintain the operable state of the Platform infrastructure and/or Platform components.
1.15. Emergency Work – a set of unscheduled works which are required to be performed promptly to eliminate or prevent emergencies and malfunctions in the operation of the Platform infrastructure and/or Platform components.
1.16. Capitalized terms used here, but not given the meaning given above, shall have the meaning designated in the main part of the Agreement.
2. TERMS OF THE SERVICES
2.1. The Services are provided upon Requests, which can be submitted in one of the following ways:
a) via e-mail to: support@activeplatform.com;
b) by submitting a Request to the Support Center: support.activeplatform.com.
2.2. In the submitted Request the User shall indicate the following information:
a) full name, e-mail, phone number of the requesting person;
b) service identification data (service identifier and/or subscription number);
c) type of the Request;
d) detailed description of the task or Incident (attachment of screenshots and/or graphic explanations in .jpg /.gif /.png formats is desirable);
e) URL of the particular page to which the Request is related (if applicable);
f) a detailed description of the Incident reproduction actions (if applicable);
g) the User's software used and its versions: operating system, browser, mail client, etc.;
h) the level of criticality of the Incident Request, based on the degree of impact of the Incident on the User's business processes, as well as the expected Resolution Time (however, ActivePlatform reserves the right to lower the level of criticality level according to the criteria defined herein, notifying the User thereof).
2.3. After the Support Center receives the Request, a unique number of the Request is generated, which is the identifier of the Request throughout the entire life cycle of the Request.
3. EXCEPTIONS
3.1. The provision of the Services is not governed herein if problems in the Platform functioning are caused by the following actions of the User:
a) violation by the User of the rules of operation of the Platform in accordance with the requirements of the Documentation;
b) using the Platform on equipment or together with software that has not been recommended by ActivePlatform.
3.2. In this case, the terms of troubleshooting by the ActivePlatform shall be agreed upon by the parties separately.
4. PRIORITY (LEVEL OF CRITICALITY). The timeframe for processing Incident Requests depends on the Priority of the Incident Request. ActivePlatform determines the priority of an Incident Request at its sole discretion, taking into account, to the extent possible, the priority determined by the User, based on the extent to which the Incident affects User's business processes.
4.1. Priority 1 (High): Platform is completely inoperable, or Core Platform Functionality is not working. Degree of Impact: 2 or more End-Users.
4.2. Priority 2 (Medium): Platform components not affecting the Core Platform functionality are faulty. Degree of Impact: 2 or more End-Users.
4.3. Priority 3 (Low): ActivePlatform has provided a Workaround Solution for the Incident and continues to look for the cause. The User can use the Platform, but there may be minor issues that do not affect the delivery of services using the Platform. Degree of Impact: 1 or more End-Users.
Priority 3 (Low) also includes the following Incidents:
a) localization errors regardless of the degree of impact;
b) aesthetic issues on the user interface, regardless of the degree of impact.
5. DEADLINES FOR PROCESSING INCIDENT REQUESTS
Priority Response time Resolution Time
Priority 1 (High) ≤ 12 hours < 4 days
Priority 2 (Medium) ≤ 36 hours < 16 days
Priority 3 (Low) ≤ 72 hours No restrictions
The time is in business hours and days. Time of providing Workaround Solution shall not be more than the Resolution Time. If the Incident has been qualified by ActivePlatform as a Defect (Bug), the correction of such Defect (Bug) shall be provided within the scheduled Platform upgrade within the framework of Maintenance Work. The Service Request will be addressed in the current working mode.
6. AVAILABILITY LEVEL
6.1. ActivePlatform provides availability of the Platform in the amount of not less than 99.90% of availability in the Reporting Period, at that 100% corresponds to the number of hours in the applicable Reporting Period (the "Availability Level"). The maximum permissible time of Platform unavailability for the Reporting Period shall not exceed 43.2 minutes (99.90% availability).
6.2. The failure to meet the Availability Level shall be qualified as the provision of access/maintenance to the Platform in the normal mode and not to include such interruptions during the Platform unavailability if such interruptions are the result of:
a) changes by the User to software settings that directly or indirectly affect the Platform within ActivePlatform's area of responsibility made without ActivePlatform's approval;
b) any delays, interruptions due to defects in any electronic or mechanical hardware and/or software or any other objective technological reasons or due to acts or omissions of third parties, transmission or connection problems, power failures, provided that none of the above events is attributable to ActivePlatform;
c) breach of the Agreement by the User in terms of providing conditions necessary for access to the Platform;
d) Force Majeure Event as defined by the Agreement.
6.3. ActivePlatform has the right to interrupt the provision of access to the Platform/interrupt operation of certain functionality of the Platform in case of Scheduled and/or Emergency Work. ActivePlatform shall notify the User about Maintenance Work at least 3 (three) calendar days before the beginning of the interruption by e-mail; Urgent Work – immediately before the beginning of the interruption by telephone or e-mail. The duration of interruptions during Maintenance Work is determined by agreement with the User, but not more than 240 (two hundred and forty) minutes per Reporting Period; Emergency Work – the break time is equal to the actual time needed to eliminate/prevent emergencies and/or malfunctions, but not more than 120 (one hundred and twenty) minutes per Reporting Period. In this case, the duration of the above-mentioned works shall not be taken into account when calculating the actual Platform Availability Level for the relevant Reporting Period.
7. LIST AND DESCRIPTION OF THE SERVICES
7.1. The Services shall include:
a) receipt, processing, and execution of the Requests;
b) diagnostics and resolution of the Incidents;
c) administration of the Platform components;
d) advising on the technical characteristics of the Services and the features of their use;
e) support the process of introducing new resellers;
f) reporting on the Service.
7.2. The Services do not include:
a) creation and/or implementation of new functionality;
b) support of specialized application software, which is not part of the Platform;
c) receipt, processing, and execution of Requests from End-Users;
d) web design;
e) debugging user scripts;
f) migration from other services.
7.3. Notwithstanding the above ActivePlatform may provide the services listed in clause 7.2 above but only upon confirmation from ActivePlatform of the availability and on the basis of a separate agreement. In any case, ActivePlatform shall determine at its discretion the possibility of providing and the cost of such services.
8. SERVICE PRICE
8.1. The monthly cost of Services consists of a fixed cost of Services (basic technical support) and the actual cost of additional Services on the Request, ordered by the User, calculated based on the number of Requests processed by ActivePlatform during the Reporting Period (additional Requests). The final monthly cost of Services is indicated by ActivePlatform in the invoice.
8.2. The fixed cost of the Services is included in the License fee and implies the processing of the number of Requests as stipulated in the description of the selected Plan on the Website (current at the beginning of each Reporting Period).
8.3. Unused Requests shall not be carried over to the next Reporting Period. The absence of Requests during the Reporting Period shall not be the basis for reduction of the Services price.
8.4. If the User exhausts the above number of Requests during the Reporting Period, the User shall have the right to request ActivePlatform to provide additional Services on the Request. The number of such User's requests shall be unlimited, subject to ActivePlatform's consent to provide additional Services for the Request. The price per 1 (one) additional Request shall be 50 (fifty) US dollars.
8.5. The solution of the Requests that have been qualified by ActivePlatform as a Defect (bug) shall be included in the License fee regardless of their number in the Reporting Period and shall not require any additional payment. Requests of the "Request for Improvement" type are accepted and recorded, but work on them is carried out after agreement with the User on the basis of a separate agreement for improvement.
BY SENDING THE REQUEST TO GET THE LICENSE AND/OR USING THE PLATFORM, THE USER IMPLICITLY ACCEPTS THE TERMS OF THE AGREEMENT. IF THE USER DOES NOT AGREE TO THE AGREEMENT, THE USE OF THE PLATFORM BY THE USER IS NOT POSSIBLE. Your acceptance of this Agreement does not grant you a License. Your right to use the Platform (i.e., the License) is deemed granted from and until the time specified under clause "License term" below.
If you are an individual agreeing to the terms of the Agreement on behalf of an entity, such as your employer, you represent that you have the legal authority to bind that entity by the terms of the Agreement. A legal entity is responsible for the actions of all of its employees to whom it has allowed using the Platform as if they were its own.
1. DEFINITIONS
1.1. Account – User's account on the Platform.
1.2. Applicable Law – any applicable legislative act, statute, law, rule, regulation, or directive of any governmental authority having or asserting jurisdiction over the matter or matters in question, whether now or hereafter in effect.
1.3. Authorized Users – employees of the respective party acting on behalf of such party.
1.4. Content – images, texts, links, information, documents, and other objects uploaded to the Platform, or otherwise transferred, processed, used or stored in connection with the use of the Platform.
1.5. Documentation – Platform documentation, available at https://docs.activeplatform.com, which is expressly incorporated herein by reference, and together with the Agreement and Appendix 1 hereto are collectively referred to as the "Agreement". It is permitted to use the Documentation solely in connection with the use of the Platform.
1.6. End-Users – mean (i) User's end customers who purchase Products for their own purposes and not for sale (the "end-customers"), (ii) User's partners who have registered or were invited by the User to use the Platform (the "partners") and (iii) end-customers of the partners.
1.7. Plan – a specific set of the Platform's features provided to the User within the License granted to such User. The relevant description of each offered Plan and corresponding prices are always available on the Website via https://activeplatform.com/activeplatform-cloud-pr....
1.8. Product – software, content, and other products and services that are (i) approved and made available by ActivePlatform through the Platform and/or (ii) which are legally owned or otherwise legally distributed by the User through the Platform.
1.9. User – means an entity or individual entrepreneur who is (i) the owner of the Product, or (ii) authorized by the Vendor or other person to resell the Products, or (iii) has other legal grounds to distribute the Products, and uses the Platform under this Agreement and to whom the Services are provided.
1.10. Vendor – the owner of any Product.
1.11. Website – website of the ActivePlatform available via the link https://activeplatform.com/.
2. LICENSE
2.1. Platform functionality. The Platform is provided according to the Documentation and includes the features described in the Plan the User has selected. The User can order the implementation of additional features by sending the relevant request, and the terms of services for the implementation of such additional features will be agreed upon separately.
2.2. License conditions. ActivePlatform grants to the User a non-exclusive, non-transferable, non-sublicensable, limited right, worldwide license to use the Platform through its Authorized Users strictly in accordance with the Agreement, applicable Documentation, and other instructions of ActivePlatform (the "License").
2.3. Scope of rights. The User may use the Platform only to sell the Products through the Platform and to provide related services to the End-Users included in the selected Plan.
2.4. License term. The License is provided from the moment of receipt of access details from ActivePlatform. The initial term of the License is limited to 1 (one) month and will be automatically renewed for another renewal period of 1 (one) month (each such 1 (one) month period shall be hereinafter referred to as the "Reporting Period"). The License will be renewed at the fee specified for the selected Plan on the Website at the moment of renewal. The License may be terminated earlier as described in section "Termination".
2.5. License fee. The License fee is defined as the price of the selected Plan as listed on the Website. The price indicated on the Website does not include any applicable taxes and other required fees. ActivePlatform reserves the right to unilaterally update prices and other payment conditions by indicating updated payment conditions on the Website. Updated payment conditions will become effective from the next payment period following the last period fully paid by the User (next month). All payment conditions indicated on the Website are relevant at the moment of payment.
2.6. New Products. To market and sell your own products and services (those for which there is no ready-made integration within the Platform), you should use the Vendor Portal available at https://vendor.activeplatform.com/ in accordance with its terms of service available through the link: https://activeplatform.com/vp_terms_of_service.
3. PROHIBITED USE.
3.1. It is prohibited to use the Platform for any purposes not stipulated in the clause "Scope of rights" herein.
3.2. Platform prohibited use. Including, but not limited to, you shall not:
a) use the Platform in any manner not provided for in the clause "Scope of rights" herein;
b) give away, copy, license, sub-license, sell, rent, lease, distribute, monetize, transmit, host, outsource, disclose, or otherwise make the Platform or its functionality available to any third parties, transfer rights in the Platform, pledge as security or otherwise encumber the rights in the Platform provided under the Agreement;
c) disorder the Platform, including publishing of elements that impede the exchange of information in real time, opening an additional browser window, substituting functional elements of an interface, etc.;
d) remove, modify, or conceal any product identification, copyright, proprietary, intellectual property notices, or other marks;
e) place links to resources whose content contradicts the Applicable Law;
f) try to avoid technical limits provided by the Platform;
g) reverse engineer, disassemble, decompile, decrypt, decode, adapt or otherwise attempt to derive or gain access to the source code of the Platform;
h) modify the Platform or create derivative works of the Platform (or any component thereof);
i) disseminate false information regarding the User's involvement in ActivePlatform and/or its partners;
j) use access to the Platform and any other information for the purpose of building or replicating the Platform, or conducting any other activity that is competing to our business;
k) in any other way attempt to profit from the use of the Platform, except directly from the purposes for which we provide you with the Platform;
l) assist in any activities focused on violation of restrictions and prohibitions imposed by the Agreement, as well as a violation of the Applicable Law;
m) use the Platform in a manner not provided by or in violation of the Agreement or Applicable Law.
3.3. Content and Products prohibited use.
3.3.1. You have no right to publish, distribute, store, transfer in any form Content and Products that:
a) violate rights of third parties, including violation of intellectual property rights and trade secret regime;
b) prejudice honor, business reputation, and dignity of third parties;
c) contain information not allowed to the disclosure;
d) are unlawful, harmful, threatening, defamatory, inciting to violence against any person or group of persons, or to inhuman treatment of animals, call for a commission of illegal activities, clarify the procedure for the use of explosives and other weapons, break the standard moral standards and ethical norms, promote hatred and/or discrimination, and also contain negative and critical remarks regarding religion, politics, race, ethnicity, gender, personal characteristics, abilities, sexual orientation and appearance of third parties, contain insults addressed to specific individuals or organizations;
e) can be seen as promoting certain political and religious beliefs, sexual orientation, violence, drug use, alcohol, and smoking, if such actions are deemed prohibited under Applicable Law;
f) violate rights of minors;
g) contain or connect with malicious software (viruses, worms, trojans or any other computer code, files or programs) designed to interrupt, destroy or limit the functionality of any computer or telecommunications equipment (or parts thereof), for unauthorized access, to gain access to commercial software products, by providing serial numbers of logins, passwords, programs for their generation and other means to gain unauthorized access to paid content, as well as for publishing links to the information above;
h) may be used for illegal collection, storage, and processing of personal data of other parties;
i) violate the Agreement or Applicable Law.
3.3.2. Under no circumstances may you publish, distribute, store, transfer in any form Content and/or Products unless you have a legitimate ground to publish, distribute, store, transfer in any form such Content and/or Products (in particular, if you are the legal owner of the Content and/or Product or have other legal grounds, such as proper authorization from the owner to perform relevant actions with such Content and/or Product).
3.3.3. It is expressly forbidden to create completely free Products or provide commercial Vendor's Products for free (unless the Vendor officially provides trial licenses and subscriptions).
3.4. You undertake to comply with the terms set forth herein and agree that we may take all necessary measures to prevent and cease violations of the Agreement, including revoking your License without prior notice and any refunds.
4. FEES
4.1. Payment conditions. The License fee and monthly cost of the Services are paid after the end of the Reporting Period. The User shall pay the License fee and monthly cost of the Services in accordance with the invoice within 30 (thirty) calendar days after the invoice was sent by ActivePlatform to the User. The invoice will be sent to the e-mail address to which the Account is linked.
4.2. Currency. All fees are quoted and paid in US Dollars.
4.3. Transfer of funds. All payments under this Agreement shall be paid via wire transfer and shall not be reduced by any wire transfer fee, bank processing fee, or other fee pertaining to the rendering of payment.
4.4. Free mode. ActivePlatform can provide the Platform in free mode for the duration of the trial period or if the ActivePlatform considers it necessary to take time to configure the Platform for the User. In this case, ActivePlatform determines the term of such free use and may terminate the free use at any time at ActivePlatform discretion without any liability. ActivePlatform disclaims all obligations or liabilities with respect to such free mode period, including support, warranty (of any kind), and indemnity obligations.
4.5. Auto-renewal. The User agrees to the automatic renewal of the License term. The User acknowledges that the consent to the automatic renewal means that ActivePlatform may renew the License in accordance with the selected Plan and charge the User appropriate fee for the License on a regular basis unless the User withdraws the consent to the automatic renewal. To withdraw such consent the User shall send the relevant request to ActivePlatform via e-mail indicated hereinbefore the renewal.
4.6. Refunds. The User is not entitled to get any refund if the User has not used the Platform or used it with time breaks, etc. (regardless of the reasons).
4.7. Late interest. ActivePlatform reserves the right to charge interest at the rate of 0,1% (one-tenth of one percent) of the amount of unpaid or underpaid payment for each day of delay, but not more than 10% (ten percent) of the amount of unpaid or underpaid payment.
4.8. Product price. The Agreement does not regulate, and ActivePlatform does not set and is not responsible for the prices of the Products. Notwithstanding the above, it is expressly forbidden to create completely free Products or provide commercial Vendor's Products for free (unless the Vendor officially provides trial licenses and subscriptions for such Products) as is stated in clause 3.3.3 above.
5. REGISTRATION PROCEDURE
5.1. Request. In order to use the Platform, the User shall send to the ActivePlatform relevant request, in particular, through the Website, or by other means. The User is obliged to supply accurate and complete information and further shall be responsible for keeping it up-to-date. All requests are subject to ActivePlatform's acceptance. ActivePlatform may decline or cancel any request for any reason at any time.
5.2. Account. After reviewing the request, the User will receive access details to the e-mail indicated in the request. Such access details shall be used to log in to the Account.
5.3. Security. The User is fully and solely responsible for ensuring the safety of the Account, including preventing third parties from accessing the access details, taking other measures (including technical, organizational, and legal) to protect the Account and information which can be accessed through the Account from unauthorized access and any consequences associated with such unauthorized access.
5.4. ActivePlatform assumes no responsibility for ensuring the safety of the Account. ActivePlatform does not have the technical ability to verify who has access to the Account, therefore all actions performed in the Platform after gaining access to the User's Account are considered to be performed by such User.
6. SERVICES. Subject to the terms of this Agreement, the User with the valid License may order Services from ActivePlatform. The Services will be provided in accordance with Appendix 1 hereto.
7. THIRD-PARTY SERVICES. The Platform may be made available or accessed via third-party services and content (such as Vendor Products, third-party payment providers, third-party advertising providers, and others) that ActivePlatform does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third-party services and content. In no event shall ActivePlatform be responsible or liable for any products or services of such third-party providers.
8. TERMINATION
8.1. Termination in case of a breach. ActivePlatform has the right to immediately, without any explanation of the reasons and prior notice to the User, terminate the Agreement with such User in the following cases:
a) ActivePlatform identifies the User's violations of the Agreement or Applicable Law;
b) ActivePlatform receives third party's claims of the User's violation of their rights;
c) ActivePlatform receives information that the Content and/or Products contain materials specified in the section "Prohibited Use" herein;
d) if the User has an outstanding debt for 30 (thirty) calendar days;
e) if a Force Majeure Event affecting ActivePlatform continues substantially uninterrupted for a period of 30 (thirty) calendar days or more;
f) ActivePlatform receives a relevant request from governmental agencies.
8.2. Effect of termination. Termination for any reason does not bind ActivePlatform to return any fees. The User obligations to pay off the outstanding payments to ActivePlatform, if any, shall remain in force after the Agreement termination until their full performance.
8.3. Upon the termination, the User's Content and/or Products may be deleted, and ActivePlatform is not responsible for their safety.
9. INTELLECTUAL PROPERTY
9.1. ActivePlatform ownership. ActivePlatform retains all and any rights to the Platform, its components, any content placed by ActivePlatform or others in the Platform (except for the User's generated Content and Products), and other intellectual property, except as expressly granted to the User herein. Through the use of the Platform, the User does not acquire a license or any ownership rights to any trademarks, service marks, or trade names that are owned, registered and/or licensed by ActivePlatform.
9.2. License to the Content and Products. By uploading any Content and Products to the Platform, the User grants ActivePlatform non-exclusive, non-transferable, non-sublicensable, revocable, license, for the term of this Agreement, to store and process these Content and Products solely in connection with the provision of the Platform.
9.3. License to the User's mark. Subject to the terms of this Agreement, and during the applicable term, the User hereby grants to ActivePlatform a non-exclusive, non-transferable, non-sublicensable, revocable, license, for the term of this Agreement, to use the names, trademarks, service marks, trade names, product names and logos of the User (the "Marks") solely and to the extent necessary for displaying such Marks in the Platform, advertising, marketing and promotion of the Products.
10. MODIFICATIONS
10.1. The Agreement, including Documentation, may be amended from time to time. Unless otherwise expressly stated, such changes shall become effective upon publication on the Website and/or the Platform. Continuing use of the Platform after the effective date of such changes constitutes the consent with the relevant terms of the Agreement, including Documentation.
10.2. ActivePlatform reserves the right to modify, suspend or discontinue, temporarily or permanently, the Platform, without prior notice to the User.
11. NO WARRANTIES. THE USER EXPRESSLY UNDERSTANDS AND AGREES THAT ALL USE OF THE PLATFORM AND SERVICES IS AT THE USER'S SOLE RISK AND THAT THE PLATFORM AND SERVICES ARE PROVIDED "AS IS". ACTIVEPLATFORM HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND ACTIVEPLATFORM SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON–INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, ACTIVEPLATFORM MAKES NO WARRANTY OF ANY KIND THAT THE PLATFORM AND SERVICES WILL MEET THE USER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR-FREE. No advice or information, whether oral or written, obtained from ActivePlatform or elsewhere, shall create any warranty not expressly stated in the Agreement. The User is solely responsible for any consequences of the use of the Platform and Services, including any loss in profit or reputation, loss of data, cost of procurement, or other intangible loss.
12. LIABILITY
12.1. Limitations. The User expressly understands and agrees that ActivePlatform shall not be liable to the User for any direct, indirect, incidental, special consequential or exemplary damages incurred by the User, however, caused and under any theory of liability, including, but not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible loss. The foregoing limitations on ActivePlatform's liability shall apply whether or not ActivePlatform has been advised of or should have been aware of the possibility of any such losses arising.
12.2. Cap on liability. If the limitation of liability provision under Applicable Law is held invalid, in any case, our cumulative liability for all claims arising from or relating to Platform shall not exceed the amount paid to ActivePlatform by the User for the License under this Agreement during the 6 (six) months immediately preceding the event giving rise to the claim.
12.3. Force Majeure. In no event will ActivePlatform be liable or responsible to the User, or be deemed to have defaulted under or breached the Agreement, for any failure or delay in fulfilling or performing any term herein, when and to the extent such failure or delay is caused by any circumstances beyond ActivePlatform's reasonable control (the "Force Majeure Event"), including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date when the Agreement was concluded, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation.
13. INDEMNITY. The User agrees to hold harmless and indemnify ActivePlatform and its authorized officers, directors, employees, agents, partners, resellers, successors and assigns from and against any third-party claim arising from or in any way related to the User's use of the Platform, breach of the Agreement or violation of Applicable Law, rules or regulations in connection with the Platform, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs, and attorneys' fees, of any kind and nature.
14. LAW APPLICABLE TO THE AGREEMENT AND DISPUTES RESOLUTION
14.1. Law applicable to the Agreement. Issues not regulated by the Agreement shall be settled in accordance with the law of the Republic of Belarus.
14.2. Settlement of disputes and conflicts. All disputes or conflicts arising between the parties in connection with the Agreement shall be settled through negotiations. The party which has any claims and/or disagreements shall send a message to the other party indicating the claims and/or disagreements that have arisen. The message is sent to the following e-mail address: to the User – to the e-mail address provided during registration; to the ActivePlatform – to partner@activeplatform.com. If no agreement by the parties is reached, disputes shall be settled in the complaint procedure. Term of the response to the claim – 30 (thirty) calendar days. If it is impossible to reach an agreement, any dispute, controversy, or claim that may arise out of or in connection with the Agreement, including those related to its amendment, termination, execution, invalidity, or interpretation, shall be submitted to the International Arbitration Court at the BelCCI (Minsk, Republic of Belarus) in accordance with its rules.
15. MISCELLANEOUS
15.1. Severability. If any provision of the Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of the Agreement will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by Applicable Law.
15.2. Entire agreement. The Agreement is the final, complete and exclusive Agreement between the User and ActivePlatform with respect to the subject matters hereof and supersede and merge all prior discussions and Agreements between the parties with respect to such subject matters (including any prior Agreement).
15.3. No waiver of rights. ActivePlatform failure to exercise or enforce any right or provision of the Agreement shall not operate as a waiver of such right or provision.
15.4. Titles and interpretation. The clauses titles in the Agreement are for convenience only and have no legal or contractual effect. The word "including" means "including without limitation".
15.5. Independent contractor. The User's relationship to ActivePlatform is that of an independent contractor, and neither party is an agent or partner of the other.
15.6. Assignment. The User may not assign the Agreement and the User's rights and obligations herein without the prior written consent of ActivePlatform, and any attempted assignment in violation of the foregoing will be null and void. ActivePlatform may assign the Agreement in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, or other operation of Applicable Law, without your consent. The terms of the Agreement shall be binding upon assignees.
Appendix 1
ActivePlatform Cloud. Support Services Terms
These ActivePlatform Cloud support services terms govern the provision by ActivePlatform of configuration and maintenance (administration) services to the Users (the "Services"). ActivePlatform does not provide Services with respect to the Products.
1. DEFINITIONS
1.1. Workaround Solution – a technical set of measures for Incidents with Priority 1 and 2 that temporarily reduce their impact to Priority 3. The Workaround Solution is considered provided after receipt of appropriate confirmation from User about the Workaround Solution, and the time of confirmation of the Workaround Solution by User is excluded from the Response Time, Workaround Solution Provision Time, and Resolution Time intervals.
1.2. Workaround Solution Provision Time – the time interval from the moment of the actual beginning of work on the Incident Request (upon expiration of the Response Time) until the moment of diagnosing the problem and providing the Workaround Solution.
1.3. Business Hours – the business hours of 10:00 a.m. to 7:00 p.m. (UTC + 3:00 a.m.) on business days. Business Day means any calendar day except for weekends and/or holidays officially established in the Republic of Belarus.
1.4. Core Platform Functionality means:
a) registration of new End-Users and order placement through the Platform;
b) access and authorization in the control panel of the Platform;
c) provision of new services;
d) billing and invoicing.
1.5. Defect (Bug) – a bug in the Platform operation, which was made by ActivePlatform during the software development, provided that ActivePlatform has confirmed that such bug has the status of a Defect (Bug).
1.6. Incident – an unplanned event that has caused or may cause access to the functionality of the Platform to be suspended or reduced in quality, even if it has not affected the provision of access to the functionality of the Platform.
1.7. Incident Request – the User's notice of an Incident.
1.8. Response Time – the period of time from the moment of receipt of an Incident Request by ActivePlatform until ActivePlatform confirms in writing the receipt of an Incident Request, its classification, and the beginning of work on it.
1.9. Resolution Time – the period of time from the moment of the actual beginning of work on the Incident Request (upon expiration of the Response Time) until the moment of its execution or providing a permanent solution to the occurred problem in the Platform operation by modifying the existing and/or developing new Platform code in order to correct software defects and to prevent their occurrence in the future.
1.10. Request – a Request for Incident and a Service Request.
1.11. Request for Improvement – means a formal proposal to modify the Platform or a part thereof. The Request for Improvement shall include the details of the proposed change and may be written in paper or electronic form.
1.12. Service Request – the User's request not related to the Incident, including the request for technical advice on the Platform operation, adjustment, configuration, the User's request to set up "Reseller" type accounts in the Platform, and others.
1.13. Support Center – an automated system of registration and processing of the User's Requests, which serves to eliminate incidents, maintain the Platform, and provide information on the operation of the Platform. The Support Center operates during Business Hours.
1.14. Maintenance Work – preventive works to maintain the operable state of the Platform infrastructure and/or Platform components.
1.15. Emergency Work – a set of unscheduled works which are required to be performed promptly to eliminate or prevent emergencies and malfunctions in the operation of the Platform infrastructure and/or Platform components.
1.16. Capitalized terms used here, but not given the meaning given above, shall have the meaning designated in the main part of the Agreement.
2. TERMS OF THE SERVICES
2.1. The Services are provided upon Requests, which can be submitted in one of the following ways:
a) via e-mail to: support@activeplatform.com;
b) by submitting a Request to the Support Center: support.activeplatform.com.
2.2. In the submitted Request the User shall indicate the following information:
a) full name, e-mail, phone number of the requesting person;
b) service identification data (service identifier and/or subscription number);
c) type of the Request;
d) detailed description of the task or Incident (attachment of screenshots and/or graphic explanations in .jpg /.gif /.png formats is desirable);
e) URL of the particular page to which the Request is related (if applicable);
f) a detailed description of the Incident reproduction actions (if applicable);
g) the User's software used and its versions: operating system, browser, mail client, etc.;
h) the level of criticality of the Incident Request, based on the degree of impact of the Incident on the User's business processes, as well as the expected Resolution Time (however, ActivePlatform reserves the right to lower the level of criticality level according to the criteria defined herein, notifying the User thereof).
2.3. After the Support Center receives the Request, a unique number of the Request is generated, which is the identifier of the Request throughout the entire life cycle of the Request.
3. EXCEPTIONS
3.1. The provision of the Services is not governed herein if problems in the Platform functioning are caused by the following actions of the User:
a) violation by the User of the rules of operation of the Platform in accordance with the requirements of the Documentation;
b) using the Platform on equipment or together with software that has not been recommended by ActivePlatform.
3.2. In this case, the terms of troubleshooting by the ActivePlatform shall be agreed upon by the parties separately.
4. PRIORITY (LEVEL OF CRITICALITY). The timeframe for processing Incident Requests depends on the Priority of the Incident Request. ActivePlatform determines the priority of an Incident Request at its sole discretion, taking into account, to the extent possible, the priority determined by the User, based on the extent to which the Incident affects User's business processes.
4.1. Priority 1 (High): Platform is completely inoperable, or Core Platform Functionality is not working. Degree of Impact: 2 or more End-Users.
4.2. Priority 2 (Medium): Platform components not affecting the Core Platform functionality are faulty. Degree of Impact: 2 or more End-Users.
4.3. Priority 3 (Low): ActivePlatform has provided a Workaround Solution for the Incident and continues to look for the cause. The User can use the Platform, but there may be minor issues that do not affect the delivery of services using the Platform. Degree of Impact: 1 or more End-Users.
Priority 3 (Low) also includes the following Incidents:
a) localization errors regardless of the degree of impact;
b) aesthetic issues on the user interface, regardless of the degree of impact.
5. DEADLINES FOR PROCESSING INCIDENT REQUESTS
Priority Response time Resolution Time
Priority 1 (High) ≤ 12 hours < 4 days
Priority 2 (Medium) ≤ 36 hours < 16 days
Priority 3 (Low) ≤ 72 hours No restrictions
The time is in business hours and days. Time of providing Workaround Solution shall not be more than the Resolution Time. If the Incident has been qualified by ActivePlatform as a Defect (Bug), the correction of such Defect (Bug) shall be provided within the scheduled Platform upgrade within the framework of Maintenance Work. The Service Request will be addressed in the current working mode.
6. AVAILABILITY LEVEL
6.1. ActivePlatform provides availability of the Platform in the amount of not less than 99.90% of availability in the Reporting Period, at that 100% corresponds to the number of hours in the applicable Reporting Period (the "Availability Level"). The maximum permissible time of Platform unavailability for the Reporting Period shall not exceed 43.2 minutes (99.90% availability).
6.2. The failure to meet the Availability Level shall be qualified as the provision of access/maintenance to the Platform in the normal mode and not to include such interruptions during the Platform unavailability if such interruptions are the result of:
a) changes by the User to software settings that directly or indirectly affect the Platform within ActivePlatform's area of responsibility made without ActivePlatform's approval;
b) any delays, interruptions due to defects in any electronic or mechanical hardware and/or software or any other objective technological reasons or due to acts or omissions of third parties, transmission or connection problems, power failures, provided that none of the above events is attributable to ActivePlatform;
c) breach of the Agreement by the User in terms of providing conditions necessary for access to the Platform;
d) Force Majeure Event as defined by the Agreement.
6.3. ActivePlatform has the right to interrupt the provision of access to the Platform/interrupt operation of certain functionality of the Platform in case of Scheduled and/or Emergency Work. ActivePlatform shall notify the User about Maintenance Work at least 3 (three) calendar days before the beginning of the interruption by e-mail; Urgent Work – immediately before the beginning of the interruption by telephone or e-mail. The duration of interruptions during Maintenance Work is determined by agreement with the User, but not more than 240 (two hundred and forty) minutes per Reporting Period; Emergency Work – the break time is equal to the actual time needed to eliminate/prevent emergencies and/or malfunctions, but not more than 120 (one hundred and twenty) minutes per Reporting Period. In this case, the duration of the above-mentioned works shall not be taken into account when calculating the actual Platform Availability Level for the relevant Reporting Period.
7. LIST AND DESCRIPTION OF THE SERVICES
7.1. The Services shall include:
a) receipt, processing, and execution of the Requests;
b) diagnostics and resolution of the Incidents;
c) administration of the Platform components;
d) advising on the technical characteristics of the Services and the features of their use;
e) support the process of introducing new resellers;
f) reporting on the Service.
7.2. The Services do not include:
a) creation and/or implementation of new functionality;
b) support of specialized application software, which is not part of the Platform;
c) receipt, processing, and execution of Requests from End-Users;
d) web design;
e) debugging user scripts;
f) migration from other services.
7.3. Notwithstanding the above ActivePlatform may provide the services listed in clause 7.2 above but only upon confirmation from ActivePlatform of the availability and on the basis of a separate agreement. In any case, ActivePlatform shall determine at its discretion the possibility of providing and the cost of such services.
8. SERVICE PRICE
8.1. The monthly cost of Services consists of a fixed cost of Services (basic technical support) and the actual cost of additional Services on the Request, ordered by the User, calculated based on the number of Requests processed by ActivePlatform during the Reporting Period (additional Requests). The final monthly cost of Services is indicated by ActivePlatform in the invoice.
8.2. The fixed cost of the Services is included in the License fee and implies the processing of the number of Requests as stipulated in the description of the selected Plan on the Website (current at the beginning of each Reporting Period).
8.3. Unused Requests shall not be carried over to the next Reporting Period. The absence of Requests during the Reporting Period shall not be the basis for reduction of the Services price.
8.4. If the User exhausts the above number of Requests during the Reporting Period, the User shall have the right to request ActivePlatform to provide additional Services on the Request. The number of such User's requests shall be unlimited, subject to ActivePlatform's consent to provide additional Services for the Request. The price per 1 (one) additional Request shall be 50 (fifty) US dollars.
8.5. The solution of the Requests that have been qualified by ActivePlatform as a Defect (bug) shall be included in the License fee regardless of their number in the Reporting Period and shall not require any additional payment. Requests of the "Request for Improvement" type are accepted and recorded, but work on them is carried out after agreement with the User on the basis of a separate agreement for improvement.