This agreement for the provision of non-exclusive rights to the AI Agents computer program (hereinafter "Agreement") is an offer and contains all essential conditions provided for by the current legislation of the Russian Federation.

The terms of this offer can be accepted by a person intending to obtain non-exclusive rights to the computer program ("Licensee"), the rights to which belong to Individual Entrepreneur Malyshev Artem Vladimirovich ("Licensor"), only by joining the proposed offer as a whole.

To avoid ambiguity, by granting rights to use the computer program, the Licensor does not provide any services to the Licensee, in particular, but not limited to, the Licensor does not provide services for providing technical, organizational, informational and other opportunities carried out using information technologies and systems for promoting, advertising the client's products and collecting, processing and systematizing information about the client's customers.

In accordance with Article 438 of the Civil Code of the Russian Federation, acceptance, that is, full and unconditional acceptance of the terms of this offer and conclusion of the Agreement, is considered the Licensee's payment of the first invoice issued by the Licensor in accordance with the provisions of Article 4 of this Agreement.

The Licensor and the Licensee are hereinafter jointly referred to as the "Parties", and separately as the "Party".

Basic terms of this agreement:
Offer - a public offer of the Licensor, addressed to any person, to conclude this Agreement with them.
Acceptance - full and unconditional acceptance by the Licensee of the terms of the Agreement.
Licensor - Individual Entrepreneur Malyshev Artem Vladimirovich, who has concluded with the Licensee an Agreement on granting the right to use (simple (non-exclusive) license) of the computer program.
Licensee - a legal entity or individual who has concluded an Agreement with the Licensor on the terms contained in the offer.
Simple non-exclusive license - a non-exclusive right to use the AI Agents program in the countries covered by the Berne Convention for the Protection of Literary and Artistic Works, for own consumption, without the right to modify and distribute.
License fee - the cost of the right to use (simple (non-exclusive) license) of the AI Agents computer program.
Program - AI Agents computer program, program placement sites https://neuroagents.pro/, https://app.neuroagents.pro/, https://partners.neuroagents.pro/. As well as other derivative web pages.
Reporting period - period of time (term) for which the Licensee is granted the right to use the AI Agents Program in accordance with the selected tariff.
Tariffs - information about the procedure and cost of granting the right to use the AI Agents Program posted in this Offer.

1. Subject of the Agreement
1.1. Under this Agreement, the Licensor undertakes to grant the Licensee the right to use (simple (non-exclusive) license) of the Neuroagents computer program, and the Licensee undertakes to pay the Licensor the remuneration stipulated by the Agreement. The description and capabilities of the Program are set out on the website https://neuroagents.pro/
1.2. The Parties recognize the Licensee's registration on the website https://neuroagents.pro/ as acceptance of this offer.
1.3. The date of acceptance is considered the date of the Licensee's registration on the website.
Before taking actions to accept the terms of this Offer, the Licensee has been informed that the Program offered by the Licensor is intended for use in business activities for the purpose of making profit.
The Licensee under this Agreement is not a consumer within the meaning of Law No. 2300-1 of 07.02.1992 "On Consumer Rights Protection", even if they are an individual.
The Licensee has been informed and agrees that the "Consumer Rights Protection" legislation does not apply to the relationship arising from acceptance of this Offer.
1.4. The Licensor does not grant the Licensee the right to use their Program to create a new result of intellectual activity.
1.5. At the moment of acceptance of this offer, the Licensee confirms and agrees that the purchased Program is provided "as is" and "as available" without any additional guarantees.
Before accepting this Offer, the Licensee has been informed and agrees that the Licensor does not guarantee and does not provide any assurances that:
the Program will fully satisfy the needs (requirements) of the Licensee;
the Program will work continuously and is completely free of errors;
the result of using the Program will fully meet the Licensee's expectations.
1.6. The Licensee confirms that the Program is purchased at their own risk. The Licensor is not responsible for the Program's non-compliance with the Licensee's subjective expectations.
By taking actions to accept, the Licensee confirms that they have been informed that the Program belonging to the Licensor is not a product of Facebook, Inc., and the Licensor is not connected with Facebook, Inc., including not being an affiliate or subsidiary.
The Licensor does not provide guarantees that the Program is approved by Facebook, Inc. and Instagram, nor are any guarantees provided that the Programs are fully compatible with Instagram.
The Licensee's acquisition of the right to use the Licensor's Programs in no way can be considered and is not grounds for exempting the Licensee from the obligation to follow the rules of the Instagram social network, the requirements of applicable law, including bearing risks for violating the latter.

2. Procedure for Using the Program
2.1. The Licensee obtains the right to use the Program by registering.
2.2. The Licensee obtains the right to use the Program from the moment of conclusion of this Agreement, determined according to clause 1.3 of the Agreement.

3. Rights and Obligations of the Parties
3.1. Rights of the Licensor.
3.1.1 The right to use the Program is provided while retaining the Licensor's right to issue licenses to other persons (non-exclusive license).
3.1.2. Terminate the Agreement and refuse to grant the Licensee rights to use the Program in case of violation of payment terms by the Licensee, or for other reasons provided for by this Agreement.
3.1.3. Release new releases and versions of the Program.
3.1.4. Engage third parties to provide additional services under this Agreement.
3.1.5. Make unilateral changes to this Agreement by issuing new editions and posting them on the website https://neuroagents.pro/
Changes begin to apply to the relationship between the Licensor and the Licensee after 3 (three) business days after publication of the new edition of the License Agreement-offer on the website.
3.2. Rights of the Licensee.
3.2.1. Use the program in accordance with this agreement.
3.3. Obligations of the Licensee.
3.3.1. Use the Program only within those rights and in those ways that are provided for in this Agreement.
3.3.2. Make payment under this Agreement in accordance with the terms of this Agreement.
3.3.3. Maintain confidentiality of information, materials, documents that have become available to them within the framework of this Agreement.
3.3.4. The Licensee is fully responsible for the security of their account data and for losses or other damage that may arise due to unauthorized use of this information. Upon loss, unauthorized access to account data or the possibility of such a situation, the Licensee has the right to send a request to the Licensor to change account data. In this case, the Licensor, in agreement with the Licensee, blocks access to the Licensee's account data. The term of such blocking is agreed upon by the Parties additionally. At the same time, the Licensor is not responsible for notifying any third parties about the temporary suspension of the Licensee's access to their information system and for possible consequences arising from the absence of such notification.
3.3.5. Not carry out actions aimed at modifying and/or any change to the program.
3.3.6. Not distribute, including but not limited to, copy the Program or its parts and/or carry out other actions aimed at extracting commercial benefit in relations with third parties from the use of the Program.
3.3.7. The Licensee may not conclude sublicense agreements for the use of the Program.
3.3.8. Carry out other actions that are not expressly permitted in this Agreement or applicable legislation of the Russian Federation.
3.3.9. Independently familiarize themselves with official information from the Licensor, published in the manner provided for by this Agreement, as well as track the implementation of new documents or changes to existing ones.
3.4. Obligations of the Licensor.
3.4.1. Grant the Licensee the right to use the intellectual property object - the Program within the limits provided for by the Agreement. Provide the right to use the Program daily and around the clock, except for the time of preventive measures carried out no more than once a month.
3.4.2. Maintain confidentiality of information, materials, documents that have become available to them within the framework of this Agreement.
3.4.3. Properly publish official messages (documents) related to granting the right to use computer programs.

4. License Fee
4.1. The license fee is periodic payments (royalty) in a fixed monetary amount. Initially, the user is given time to familiarize themselves with the program for 7 (seven) days. Then, if the user has subscribed, a monthly payment of 4,999 (four thousand nine hundred ninety-nine) rubles is charged.
Unless expressly provided otherwise by law or this Offer, any acquisition of the right to use (simple non-exclusive license) is final and non-refundable.
4.2. Payment for using the Program is made on the terms of 100% prepayment.
4.3. By paying for the program using a bank card or other electronic payment method, the Licensee agrees to repeat the payment according to the remuneration amount specified in clause 4.1.
The automatic payment repeat procedure (recurring payment) is performed by the system depending on the availability of funds in the Licensee's account linked in the Personal Account, on one of the following days:
one day before the date when the previous payment was made,
on the day when the previous payment was made,
on the day following the day when the previous payment was made.
In the absence and/or presence of an insufficient amount of funds, the Licensee's access to the Program is restricted in accordance with clause 4.2 of this Agreement.
To disable payment repetition, the Licensee must:
follow the link https://my.neuroagents.pro/app/settings/ and disable it.
Upon payment, a cash receipt is sent to the email address of the Licensee-individual.
4.4. The moment of fulfillment by the Licensee of payment obligations is the date of receipt of funds in full to the Licensor's current account.
When making payment using electronic payment systems, through banks or other credit institutions, expenses associated with payment of commissions and fees to operators of electronic payment systems, banks and other credit institutions are borne by the Licensee.
The provisions of this clause establishing the procedure for charging commissions and fees do not apply to license agreements concluded with Licensees-individuals.
4.5. When the Licensee transfers payment in an amount greater than the periodic payment amount, the overpaid amount is credited as an advance for the period of subsequent periodic payments.
4.6. The Licensee has the right no later than one day before the date of the periodic payment to refuse to use the recurring (periodic) payment service by self-cancellation through https://my.neuroagents.pro/app/settings/
4.7. Within the framework of this Agreement, the Licensee may receive a full and/or partial refund of funds according to the rules of clause 4.8.
4.8. In cases where the Licensor has decided to satisfy the Licensee's request for a refund (partial refund) of previously paid funds, the funds are returned in the following order.
The Licensee undertakes to send a refund request to the email address - malyshev.co@yandex.ru
Within 7 calendar days from the date of receipt of the letter, the Licensee will be sent a refund application form.
All fields of the Application are mandatory to fill in. Corrections, smudges, strikethroughs, etc., which may cast doubt on the reliability of the information specified in the application, are not allowed. In the presence of such, the Licensee's application is not subject to consideration, additional notification of the Licensee about non-compliance of the application is not provided.
A scanned copy of the completed application signed by the Licensee must be sent to: malyshev.co@yandex.ru
Refund of funds is carried out by the Licensor within 60 calendar days from the date of receipt of the original application.
4.8.1. The request must contain:
Payment date and payment time.
Details of the account from which the payment was made (indicating the bank card number). In case of refund, funds are returned exclusively to the account from which payment was made.
Passport data of the Licensee, including email data used during registration.
At the same time, for the purposes of this Agreement, circumstances that can be considered as grounds for considering the issue of refunding funds to the Licensee are understood as force majeure circumstances that the Licensee could not foresee at the time of acceptance of this offer, or the commission of illegal actions by third parties.
4.8.2. The Licensee has been informed that under no circumstances are funds subject to refund in case of:
non-compliance of the purchased Program with the subjective expectations and perceptions of the Licensee.
purchase of the Program and its non-use by the Licensee in the absence of circumstances preventing its full use, for which the Licensor is responsible.
occurrence of other circumstances arising through the fault of the Licensee, including actions committed intentionally and/or negligently.
4.9. The Licensor has the right to unilaterally change the amount of remuneration under this Agreement by notifying the Licensee 5 (five) calendar days before the date of change by making changes to this Agreement.
Changes regarding the amount of remuneration do not apply to already paid periods of program use.
4.10. Clause 1 of Article 317.1 of the Civil Code of the Russian Federation does not apply to the Parties' relationship under this Agreement.

5. Liability of the Parties
5.1. For non-fulfillment or improper fulfillment of obligations under this Agreement, the Parties bear responsibility in accordance with the Agreement and applicable legislation of the Russian Federation.
5.2. In case of violation of the deadline for payment of the license fee (periodic payment), the right to use the Program is terminated for the period until the receipt of funds in the required amount.
5.3. The Licensor is not responsible for the Licensee's violation of third party rights, including violations committed using the Program.
5.4. The Licensor is not responsible for disclosure of information that occurred not through the fault of the Licensor or became necessary within the framework of the legislation of the Russian Federation at the request of authorized state bodies.
5.5. In case of defects in the Program, regardless of its type, which prevent its normal functioning, including suspend its operation, the Licensor undertakes to take measures to eliminate such defects in the shortest and reasonable time.
In the event that elimination of defects is impossible, or the time for their elimination is 6 or more months, the Licensor notifies Licensees of this by sending a notification in the personal account on the Website and/or to the email address specified during registration. In this case, this Agreement is subject to early termination.
Refund of funds paid by Licensees for payment of future periods is carried out according to the rules of clause 9.2 of this Agreement.

6. Force Majeure
6.1. Neither party is liable to the other party for failure to perform obligations due to circumstances that arose beyond the will and desire of the parties, which cannot be foreseen or avoided, including declared or actual war, civil unrest, epidemics, blockade, earthquakes, floods, fires and other natural disasters.
6.2. The party that cannot fulfill its obligation must notify the other party of the obstacle and its impact on the fulfillment of obligations under the Agreement within 5 (five) days from the moment these circumstances arise. The Licensor has the right to communicate this information by posting it on the website https://neuroagents.pro/.
6.3. A party that has not timely notified the other Party of the occurrence of force majeure circumstances is deprived of the right to refer to them in justification of non-fulfillment or improper fulfillment of obligations assumed under this Agreement.

7. Dispute Resolution Procedure
7.1. All disputes and disagreements that may arise between the Parties on issues that have not been resolved in the text of the Agreement must be resolved through negotiations.
7.2. The Parties are obliged to comply with the claim procedure for dispute resolution. The period for consideration of the claim is 30 (thirty) calendar days from the moment of receipt of the claim, unless another pre-trial settlement procedure is established by applicable law.
7.3. If disputed issues are not settled during negotiations, disputes arising from the Agreement are resolved in the Arbitration Court of Krasnoyarsk.

8. Term of the Agreement. Termination of the Agreement.
8.1. The Agreement enters into force from the moment of its acceptance according to clause 1.3.
8.2. The Agreement is concluded for an indefinite period.

9. Termination of the Agreement
9.1 The Agreement may be terminated early:
9.1.1. By agreement of the Parties in the manner provided for by law.
9.1.2. The Licensor has the right to unilaterally terminate the Agreement out of court in case of violation by the Licensee of the terms of this Agreement.
9.1.3. The Licensee has the right to refuse to use the Software at any time. At the same time, funds charged for payment for the reporting period in which the decision to refuse to use the Program was made are not subject to recalculation and partial refund.
The Licensee is also informed that funds charged for payment as a result of the latter's failure to take measures to disable the recurring payment service according to clause 4.6 of this Agreement with the intention to refuse to use the Program are not subject to refund.
9.2. If there is a requirement from Facebook, Inc. to cease use of the Programs, the Licensor will be forced to suspend the functioning of the Programs, and in some cases to terminate this Agreement early. The Licensor notifies Licensees of the occurrence of such an event by sending a notification in the personal account on the Website and/or to the email address specified during registration.
At the same time, funds paid by the Licensee for the reporting period in which the Agreement will be terminated and the Programs will cease functioning are not subject to recalculation and partial refund.
In cases where the Licensee has contributed funds for payment of future periods, refund of funds is carried out on the basis of a written application from the Licensee sent to the Licensor's legal address, indicating the number of paid periods following the period in which the Agreement was terminated, and the amount subject to refund. Refund of funds is carried out by the Licensor within 4 (four) years.
The absence of a properly executed refund application will be considered as the Licensee's continued use of the Program in their activities, as well as continuation of this Agreement.

10. Final Provisions
The Licensee has been informed that advertising and informational materials of the Licensor's partners, as well as links to catalogs of their services and goods, may be posted on the Licensor's website (clause 1.2 of this Agreement).
The above materials and links are posted for informational purposes only and are used by the Licensee exclusively on a voluntary basis, at their own risk.
At the same time, under no circumstances does the Licensor provide any guarantees and is completely released from liability to the Licensee for the latter's acquisition of services and goods from the Licensor's partners.
By purchasing such services and goods, the Licensee enters into contractual relations directly with the Contractor, Seller of the purchased services and goods, which Individual Entrepreneur Malyshev Artem Vladimirovich is not.

11. Licensor Details

Current account:
40802810420000242486

Bank name:
Tochka Bank LLC

BIC:
044525104

Correspondent account:
30101810745374525104

Name:
Individual Entrepreneur Malyshev Artem Vladimirovich

TIN:
246524538214