Vendor Portal. Terms of service
Last update: October 21, 2020
This terms of service agreement (hereinafter – the Agreement) is a public offer of Active Technologies LLC (Republic of Belarus), reg.No. 690277669 (hereinafter – the ActivePlatform), which is addressed to the Users (as defined below) under the following terms.
BY REGISTERING ON HTTPS://VENDOR.ACTIVEPLATFORM.COM/ THE USER IMPLICITLY ACCEPTS THE TERMS OF THE AGREEMENT AND CONCLUDES THE AGREEMENT. IF THE USER DOES NOT AGREE TO THE AGREEMENT, THE USER SHOULD NOT PROCEED THE REGISTRATION.
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.
Please note that the Agreement may be amended from time to time as set forth herein and continuing use of the Vendor Portal constitutes the consent with the relevant terms of the Agreement.
1. TERMS AND DEFINITIONS
1.1. The Account – the User's account on the Vendor Portal.
1.2. The Content – images, texts, links, information, documents and other objects posted by the User on the Vendor Portal.
1.3. The Product – a description and API connection of the cloud service and/or SaaS software created by the User by means of the Vendor Portal. The Product shall be owned or possessed by the User or User's employee.
1.4. The User – any entity or individual entrepreneur.
1.5. The Vendor Portal – the online software solution, developed and owned by ActivePlatform, available at https://vendor.activeplatform.com/.
2. CONDITIONS OF USE
2.1. General description. The Vendor Portal is a software solution through which the User can market Products for sale to distributors and resellers which are connected to the Vendor Portal.
2.2. DISCLAIMERS. ACTIVEPLATFORM DOES NOT AND IS NOT ABLE TO GUARANTEE THAT THE USER WILL MAKE A DEAL WITH ANY DISTRIBUTOR OR RESELLER CONNECTED TO VENDOR PORTAL, IS NOT RESPONSIBLE FOR THE USER'S RELATIONSHIP WITH DISTRIBUTORS OR RESELLERS, DOES NOT PARTICIPATE IN THE NEGOTIATION OF THE TERMS OF SUCH RELATIONSHIP, IS NOT RESPONSIBLE FOR ANY CLAIMS ARISING FROM SUCH RELATIONSHIP, AND SO ON. ACTIVEPLATFORM OPENLY DECLARES THAT THE VENDOR PORTAL PERFORMS THE FUNCTION ONLY AS AN OPPORTUNITY TO MAKE CONTACT WITH DISTRIBUTORS AND RESELLERS, HOWEVER ANY USER'S RELATIONSHIP WITH DISTRIBUTORS AND RESELLERS ARE OUT OF SCOPE OF ACTIVEPLATFORM'S CONTROL.
2.3. Fees. The Vendor Portal is provided to the User free of charge, but the relationship between the User and distributors and resellers established through the Vendor Portal may be based on a paid basis, however, ActivePlatform does not establish any financial terms of such relationship and is not responsible for such relationship in any way.
2.4. NO WARRANTIES. THE USER EXPRESSLY UNDERSTANDS AND AGREES THAT ALL USE OF THE VENDOR PORTAL IS AT THE USER'S SOLE RISK AND THAT THE VENDOR PORTAL IS 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 VENDOR PORTAL 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 Vendor Portal including any loss in profit or reputation, loss of data, cost of procurement or other intangible loss.
3. REGISTRATION PROCEDURE
3.1. The Account. The User shall register on https://vendor.activeplatform.com/ in order to use the Vendor Portal. The User agrees that when creating the Account, the User shall supply accurate and complete information and that shall be responsible for keeping it up-to-date.
3.2. Account's identifiers. After registration the User will receive unique Account's identifiers (login and password). The login and password are confidential information. The User is fully responsible for maintaining the confidentiality of the login and password, in particular, to prevent access to the login and password by third parties, and any consequences resulting from obtaining access to the login and password by third parties.
3.3. Access of third parties. If the User shares the Account's data with third parties (including User's employees), the User shall assume the obligation to acquaint such person with the terms of the Agreement, and is fully responsible for the actions of such person on the Vendor Portal. All actions performed in the Account shall be considered as actions performed by the User and/or on behalf of the User. ActivePlatform is not responsible for any consequences that occurred as a result of access by a third party to the User's Account.
3.4. Consent to use the e-mail address. The User agrees that the e-mail address used to create the Account may be used by ActivePlatform to send communications such as:
a) messages, notifications, requests, advertising and informational nature information;
b) information on webinars, videos and other information about ActivePlatform and its services.
3.5. The User also agrees that the e-mail address used to create the Account may be used by ActivePlatform to access the Account to monitor work of the Vendor Portal.
4. THE USER'S RIGHT TO USE VENDOR PORTAL
4.1. Scope of the User's rights. The User is not permitted to use the Vendor Portal except as specified below. ActivePlatform grants the User a right to use the Vendor Portal only as follows:
a) to create Product;
b) to adjust and update Product;
c) to post Content;
d) to connect Product to distributors and resellers connected to the Vendor Portal.
4.2. Terms of the right granted herein. The right to use the Vendor Portal is granted for the period commencing from the moment the User accepts the Agreement and until termination of the Agreement, as provided below, and can be exercised in the territory of the whole world, without the permission to transfer this right to the third parties (except for the User's authorized employees).
4.3. Limits of ActivePlatform role. ActivePlatform will make every effort to provide the User with:
a) the functions of the Vendor Portal for the Product creation, adjusting, updating;
b) the list of distributors and resellers connected to the Vendor Portal.
4.4. ActivePlatform is under no obligation to carry out any consulting, technical support services for the User and any other services to which ActivePlatform has not expressly committed itself in the Agreement.
5. FORBIDDEN ACTIONS
5.1. The User has no right to:
a) resell or transfer by other ways the data received from the Vendor Portal for the purposes of making profits from such data;
b) use the Vendor Portal to disorder the Vendor Portal, including publishing of elements that impede the exchange of information in real time, open additional browser window, substituting functional elements of interface, etc;
c) place links to resources which content contradicts the applicable law;
d) try to avoid technical limits provided by the Vendor Portal;
e) decompile, disassemble, decrypt and perform other actions with the source code of the Vendor Portal;
f) disseminate false information regarding the User's involvement in ActivePlatform and/or its partners;
g) assist in any activities focused on violation of restrictions and prohibitions imposed by the Agreement, as well as a violation of the applicable law;
h) use the Vendor Portal in a manner not provided by the Agreement or in violation of applicable law.
5.2. The User has no right to use the Vendor Portal to publish, distribute, store, transfer in any form, Content or Product that:
a) violates 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) contains information not allowed to disclosure;
d) is unlawful, harmful, threatening, defamatory, inciting to violence against any person or group of persons, or to inhuman treatment of animals, calls for a commission of illegal activities, clarifies the procedure for the use of explosives and other weapons, breaks the standard moral standards and ethical norms, promotes hatred and/or discrimination, and also contains negative and critical remarks regarding religion, politics, race, ethnicity, gender, personal characteristics, abilities, sexual orientation and appearance of third parties, contains 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;
f) violates rights of minors;
g) contains or connects 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) violates the Agreement or applicable law.
6. RESPONSIBILITY FOR THE CONTENT AND THE PRODUCT
6.1. The User is solely responsible for the User's Content and Product. ActivePlatform does not initiate or control the placement of the Content and Product creation, does not affect its integrity, and at the time of Content posting and Product creation does not know and cannot know whether it violates the rights and interests of third parties and applicable law.
6.2. If ActivePlatform identify that the Content or the Product violates the rules set forth in the Agreement or applicable law, it may apply to such User, Content and Product the consequences provided for in the Agreement or applicable law.
6.3. In the event ActivePlatform receives requests from the competent state authorities regarding a specific User and the User's Content or Product, ActivePlatform has the full unconditional right to provide, upon such a request, all the data it has, including logs, IP addresses, e-mail address, last name, first name, patronymic and other similar information.
7. BLOCKING AND DELETION
7.1. ActivePlatform has right to immediately, without any explanation of the reasons and prior notice to the User, block or delete the Account in the case if ActivePlatform:
a) identifies the User's violations of the Agreement or applicable law;
b) receives third party's claims of the User's violation of their rights;
c) receives information that the Product or Content contain materials specified in the clause 5.2 of the Agreement;
d) receives relevant request from governmental agencies.
7.2. Instead of blocking or deleting of the Account, ActivePlatform has a right to block or delete separate Product or Content.
7.3. Before taking measures specified above, ActivePlatform has a right (not obligation) to request the User to stop violations. In case of a failure to stop violations, ActivePlatform unilaterally deletes the Account.
7.4. Except in the cases listed above, the Account can also be deleted:
a) upon request of the User;
b) if the Account is not used by the User for more than 6 (six) calendar months;
c) if a Force Majeure Event (as defined below) affecting ActivePlatform continues substantially uninterrupted for a period of 30 (thirty) calendar days or more.
7.5. The User agrees that in case the Account is blocked or deleted, the User's Content and Products may be deleted and Active Platform is not responsible for its safety.
8. INTELLECTUAL PROPERTY
8.1. The Vendor Portal and ActivePlatform trademark ownership. ActivePlatform retains all and any rights to the Vendor Portal, its components, any content placed by ActivePlatform or others in the Vendor Portal (expert for the User's generated Content) and other intellectual property, except as expressly granted to the User herein. Through the use of the Vendor Portal the User does not acquire a license or any ownership rights to any trademarks, service marks, or trade names which are owned, registered and/or licensed by ActivePlatform.
8.2. License to the Content. By uploading Content to the Vendor Portal, the User grants ActivePlatform the right to store and process this Content by granting worldwide, non-revocable, royalty-free, non-exclusive license to the Content.
8.3. License to the User's trademark. The User grants ActivePlatform worldwide, non-revocable, royalty-free, non-exclusive license to use the User's logos, trademark and other individualizing elements posted on the Vendor Portal in order to advertise ActivePlatform services.
8.4. License to the feedback. The User understands that any comments, feedback or ideas the User sends to ActivePlatform are provided on a non-confidential basis and the User's grants ActivePlatform a worldwide, non-revocable, royalty-free, non-exclusive license to use all comments, feedback and ideas the User may share with ActivePlatform, without notice, compensation or acknowledgement to the User, for any purposes whatsoever, including, but not limited to, developing, manufacturing and marketing products and services and creating, modifying or improving products and services.
9. MODIFICATIONS
ActivePlatform reserves the right to modify, suspend or discontinue, temporarily or permanently, the Vendor Portal, without a prior notice to the User.
10. LIABILITY
10.1. 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.
10.2. 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 (hereinafter – 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.
11. INDEMNITY
11.1. Indemnification. 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 Vendor Portal, breach of the Agreement or violation of applicable law, rules or regulations in connection with the Vendor Portal, 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.
11.2. Indemnification procedure. ActivePlatform will give the User notice of any matters giving rise to a claim for indemnification. Immediately after receiving a correspondent notice, the User shall cooperate with ActivePlatform, take control of the defense and investigation of such matters. Particularly, within 10 (ten) business days after receipt of the notice with respect thereto, at the User's sole cost and expense, the User shall employ legal counsel approved by ActivePlatform. ActivePlatform shall not be liable for any settlements, litigation costs or expenses incurred by the User. ActivePlatform's failure to cooperate with the User will not relieve the User of the User's obligations under this clause except to the extent that the User can demonstrate that it has been materially prejudiced as a result of such failure. ActivePlatform may participate in and observe the proceedings at ActivePlatform own cost and expense with counsel of ActivePlatform own choosing.
12. TERM OF THE AGREEMENT
The Agreement is considered concluded from the moment of the User's registration and is valid until the deleting of the User's Account.
13. FINAL PROVISIONS
13.1. Amendments. The Agreement may be amended or updated by ActivePlatform without notice to the User at any time by publishing amendments and/or additions to the Agreement on the Vendor Portal. The new version of the Agreement shall enter into force from the moment it's published on the Vendor Portal. Continued use of the Vendor Portal after making amendments and/or additions to the Agreement shall be considered as acceptance by the User of such amendments and/or additions.
13.2. Applicable law. The Agreement shall be regulated and interpreted in accordance with law of the Republic of Belarus. Issues not regulated by the Agreement, shall be settled in accordance with law of the Republic of Belarus.
13.3. 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 reached, disputes shall be settled in 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.
14. MISCELLANEOUS
14.1. 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.
14.2. 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).
14.3. 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.
14.4. 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".
14.5. 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.
14.6. Assignment. The Agreement and the User's rights and obligations herein may not be assigned by the User without 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.
This terms of service agreement (hereinafter – the Agreement) is a public offer of Active Technologies LLC (Republic of Belarus), reg.No. 690277669 (hereinafter – the ActivePlatform), which is addressed to the Users (as defined below) under the following terms.
BY REGISTERING ON HTTPS://VENDOR.ACTIVEPLATFORM.COM/ THE USER IMPLICITLY ACCEPTS THE TERMS OF THE AGREEMENT AND CONCLUDES THE AGREEMENT. IF THE USER DOES NOT AGREE TO THE AGREEMENT, THE USER SHOULD NOT PROCEED THE REGISTRATION.
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.
Please note that the Agreement may be amended from time to time as set forth herein and continuing use of the Vendor Portal constitutes the consent with the relevant terms of the Agreement.
1. TERMS AND DEFINITIONS
1.1. The Account – the User's account on the Vendor Portal.
1.2. The Content – images, texts, links, information, documents and other objects posted by the User on the Vendor Portal.
1.3. The Product – a description and API connection of the cloud service and/or SaaS software created by the User by means of the Vendor Portal. The Product shall be owned or possessed by the User or User's employee.
1.4. The User – any entity or individual entrepreneur.
1.5. The Vendor Portal – the online software solution, developed and owned by ActivePlatform, available at https://vendor.activeplatform.com/.
2. CONDITIONS OF USE
2.1. General description. The Vendor Portal is a software solution through which the User can market Products for sale to distributors and resellers which are connected to the Vendor Portal.
2.2. DISCLAIMERS. ACTIVEPLATFORM DOES NOT AND IS NOT ABLE TO GUARANTEE THAT THE USER WILL MAKE A DEAL WITH ANY DISTRIBUTOR OR RESELLER CONNECTED TO VENDOR PORTAL, IS NOT RESPONSIBLE FOR THE USER'S RELATIONSHIP WITH DISTRIBUTORS OR RESELLERS, DOES NOT PARTICIPATE IN THE NEGOTIATION OF THE TERMS OF SUCH RELATIONSHIP, IS NOT RESPONSIBLE FOR ANY CLAIMS ARISING FROM SUCH RELATIONSHIP, AND SO ON. ACTIVEPLATFORM OPENLY DECLARES THAT THE VENDOR PORTAL PERFORMS THE FUNCTION ONLY AS AN OPPORTUNITY TO MAKE CONTACT WITH DISTRIBUTORS AND RESELLERS, HOWEVER ANY USER'S RELATIONSHIP WITH DISTRIBUTORS AND RESELLERS ARE OUT OF SCOPE OF ACTIVEPLATFORM'S CONTROL.
2.3. Fees. The Vendor Portal is provided to the User free of charge, but the relationship between the User and distributors and resellers established through the Vendor Portal may be based on a paid basis, however, ActivePlatform does not establish any financial terms of such relationship and is not responsible for such relationship in any way.
2.4. NO WARRANTIES. THE USER EXPRESSLY UNDERSTANDS AND AGREES THAT ALL USE OF THE VENDOR PORTAL IS AT THE USER'S SOLE RISK AND THAT THE VENDOR PORTAL IS 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 VENDOR PORTAL 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 Vendor Portal including any loss in profit or reputation, loss of data, cost of procurement or other intangible loss.
3. REGISTRATION PROCEDURE
3.1. The Account. The User shall register on https://vendor.activeplatform.com/ in order to use the Vendor Portal. The User agrees that when creating the Account, the User shall supply accurate and complete information and that shall be responsible for keeping it up-to-date.
3.2. Account's identifiers. After registration the User will receive unique Account's identifiers (login and password). The login and password are confidential information. The User is fully responsible for maintaining the confidentiality of the login and password, in particular, to prevent access to the login and password by third parties, and any consequences resulting from obtaining access to the login and password by third parties.
3.3. Access of third parties. If the User shares the Account's data with third parties (including User's employees), the User shall assume the obligation to acquaint such person with the terms of the Agreement, and is fully responsible for the actions of such person on the Vendor Portal. All actions performed in the Account shall be considered as actions performed by the User and/or on behalf of the User. ActivePlatform is not responsible for any consequences that occurred as a result of access by a third party to the User's Account.
3.4. Consent to use the e-mail address. The User agrees that the e-mail address used to create the Account may be used by ActivePlatform to send communications such as:
a) messages, notifications, requests, advertising and informational nature information;
b) information on webinars, videos and other information about ActivePlatform and its services.
3.5. The User also agrees that the e-mail address used to create the Account may be used by ActivePlatform to access the Account to monitor work of the Vendor Portal.
4. THE USER'S RIGHT TO USE VENDOR PORTAL
4.1. Scope of the User's rights. The User is not permitted to use the Vendor Portal except as specified below. ActivePlatform grants the User a right to use the Vendor Portal only as follows:
a) to create Product;
b) to adjust and update Product;
c) to post Content;
d) to connect Product to distributors and resellers connected to the Vendor Portal.
4.2. Terms of the right granted herein. The right to use the Vendor Portal is granted for the period commencing from the moment the User accepts the Agreement and until termination of the Agreement, as provided below, and can be exercised in the territory of the whole world, without the permission to transfer this right to the third parties (except for the User's authorized employees).
4.3. Limits of ActivePlatform role. ActivePlatform will make every effort to provide the User with:
a) the functions of the Vendor Portal for the Product creation, adjusting, updating;
b) the list of distributors and resellers connected to the Vendor Portal.
4.4. ActivePlatform is under no obligation to carry out any consulting, technical support services for the User and any other services to which ActivePlatform has not expressly committed itself in the Agreement.
5. FORBIDDEN ACTIONS
5.1. The User has no right to:
a) resell or transfer by other ways the data received from the Vendor Portal for the purposes of making profits from such data;
b) use the Vendor Portal to disorder the Vendor Portal, including publishing of elements that impede the exchange of information in real time, open additional browser window, substituting functional elements of interface, etc;
c) place links to resources which content contradicts the applicable law;
d) try to avoid technical limits provided by the Vendor Portal;
e) decompile, disassemble, decrypt and perform other actions with the source code of the Vendor Portal;
f) disseminate false information regarding the User's involvement in ActivePlatform and/or its partners;
g) assist in any activities focused on violation of restrictions and prohibitions imposed by the Agreement, as well as a violation of the applicable law;
h) use the Vendor Portal in a manner not provided by the Agreement or in violation of applicable law.
5.2. The User has no right to use the Vendor Portal to publish, distribute, store, transfer in any form, Content or Product that:
a) violates 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) contains information not allowed to disclosure;
d) is unlawful, harmful, threatening, defamatory, inciting to violence against any person or group of persons, or to inhuman treatment of animals, calls for a commission of illegal activities, clarifies the procedure for the use of explosives and other weapons, breaks the standard moral standards and ethical norms, promotes hatred and/or discrimination, and also contains negative and critical remarks regarding religion, politics, race, ethnicity, gender, personal characteristics, abilities, sexual orientation and appearance of third parties, contains 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;
f) violates rights of minors;
g) contains or connects 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) violates the Agreement or applicable law.
6. RESPONSIBILITY FOR THE CONTENT AND THE PRODUCT
6.1. The User is solely responsible for the User's Content and Product. ActivePlatform does not initiate or control the placement of the Content and Product creation, does not affect its integrity, and at the time of Content posting and Product creation does not know and cannot know whether it violates the rights and interests of third parties and applicable law.
6.2. If ActivePlatform identify that the Content or the Product violates the rules set forth in the Agreement or applicable law, it may apply to such User, Content and Product the consequences provided for in the Agreement or applicable law.
6.3. In the event ActivePlatform receives requests from the competent state authorities regarding a specific User and the User's Content or Product, ActivePlatform has the full unconditional right to provide, upon such a request, all the data it has, including logs, IP addresses, e-mail address, last name, first name, patronymic and other similar information.
7. BLOCKING AND DELETION
7.1. ActivePlatform has right to immediately, without any explanation of the reasons and prior notice to the User, block or delete the Account in the case if ActivePlatform:
a) identifies the User's violations of the Agreement or applicable law;
b) receives third party's claims of the User's violation of their rights;
c) receives information that the Product or Content contain materials specified in the clause 5.2 of the Agreement;
d) receives relevant request from governmental agencies.
7.2. Instead of blocking or deleting of the Account, ActivePlatform has a right to block or delete separate Product or Content.
7.3. Before taking measures specified above, ActivePlatform has a right (not obligation) to request the User to stop violations. In case of a failure to stop violations, ActivePlatform unilaterally deletes the Account.
7.4. Except in the cases listed above, the Account can also be deleted:
a) upon request of the User;
b) if the Account is not used by the User for more than 6 (six) calendar months;
c) if a Force Majeure Event (as defined below) affecting ActivePlatform continues substantially uninterrupted for a period of 30 (thirty) calendar days or more.
7.5. The User agrees that in case the Account is blocked or deleted, the User's Content and Products may be deleted and Active Platform is not responsible for its safety.
8. INTELLECTUAL PROPERTY
8.1. The Vendor Portal and ActivePlatform trademark ownership. ActivePlatform retains all and any rights to the Vendor Portal, its components, any content placed by ActivePlatform or others in the Vendor Portal (expert for the User's generated Content) and other intellectual property, except as expressly granted to the User herein. Through the use of the Vendor Portal the User does not acquire a license or any ownership rights to any trademarks, service marks, or trade names which are owned, registered and/or licensed by ActivePlatform.
8.2. License to the Content. By uploading Content to the Vendor Portal, the User grants ActivePlatform the right to store and process this Content by granting worldwide, non-revocable, royalty-free, non-exclusive license to the Content.
8.3. License to the User's trademark. The User grants ActivePlatform worldwide, non-revocable, royalty-free, non-exclusive license to use the User's logos, trademark and other individualizing elements posted on the Vendor Portal in order to advertise ActivePlatform services.
8.4. License to the feedback. The User understands that any comments, feedback or ideas the User sends to ActivePlatform are provided on a non-confidential basis and the User's grants ActivePlatform a worldwide, non-revocable, royalty-free, non-exclusive license to use all comments, feedback and ideas the User may share with ActivePlatform, without notice, compensation or acknowledgement to the User, for any purposes whatsoever, including, but not limited to, developing, manufacturing and marketing products and services and creating, modifying or improving products and services.
9. MODIFICATIONS
ActivePlatform reserves the right to modify, suspend or discontinue, temporarily or permanently, the Vendor Portal, without a prior notice to the User.
10. LIABILITY
10.1. 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.
10.2. 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 (hereinafter – 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.
11. INDEMNITY
11.1. Indemnification. 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 Vendor Portal, breach of the Agreement or violation of applicable law, rules or regulations in connection with the Vendor Portal, 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.
11.2. Indemnification procedure. ActivePlatform will give the User notice of any matters giving rise to a claim for indemnification. Immediately after receiving a correspondent notice, the User shall cooperate with ActivePlatform, take control of the defense and investigation of such matters. Particularly, within 10 (ten) business days after receipt of the notice with respect thereto, at the User's sole cost and expense, the User shall employ legal counsel approved by ActivePlatform. ActivePlatform shall not be liable for any settlements, litigation costs or expenses incurred by the User. ActivePlatform's failure to cooperate with the User will not relieve the User of the User's obligations under this clause except to the extent that the User can demonstrate that it has been materially prejudiced as a result of such failure. ActivePlatform may participate in and observe the proceedings at ActivePlatform own cost and expense with counsel of ActivePlatform own choosing.
12. TERM OF THE AGREEMENT
The Agreement is considered concluded from the moment of the User's registration and is valid until the deleting of the User's Account.
13. FINAL PROVISIONS
13.1. Amendments. The Agreement may be amended or updated by ActivePlatform without notice to the User at any time by publishing amendments and/or additions to the Agreement on the Vendor Portal. The new version of the Agreement shall enter into force from the moment it's published on the Vendor Portal. Continued use of the Vendor Portal after making amendments and/or additions to the Agreement shall be considered as acceptance by the User of such amendments and/or additions.
13.2. Applicable law. The Agreement shall be regulated and interpreted in accordance with law of the Republic of Belarus. Issues not regulated by the Agreement, shall be settled in accordance with law of the Republic of Belarus.
13.3. 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 reached, disputes shall be settled in 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.
14. MISCELLANEOUS
14.1. 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.
14.2. 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).
14.3. 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.
14.4. 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".
14.5. 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.
14.6. Assignment. The Agreement and the User's rights and obligations herein may not be assigned by the User without 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.