Offer agreement

1. Terms and definitions

1.1. The Textit internet service (the Service) is an intellectual property result — the computer program “Textit”, intended for recording meetings and converting (transcribing) speech from audio and video recordings into text.

1.2. Tariffs are a document (an integral part of the license agreement) reflecting the Licensor’s pricing policy and containing information about tariff plans and the Service’s features. The current tariffs are available at: https://textit.ru/pricing.

1.3. A tariff plan is the scope of rights to use the Service included in the license and determining the Service’s features. The composition of a tariff plan is defined by the Tariffs.

1.4. An end user is a natural person authorized by the Licensee to use the Service.

1.5. Balance is a counter in the Service that records the Licensee’s advance payments and amounts withheld (debited) as payment for using the Service.

2. Subject of the license agreement

2.1. The Licensor, for a fee, grants the Licensee the right to use the Service under a simple (non-exclusive) license by providing access to the Licensor’s server in the manner set out in the license agreement.

2.2. The Service is not intended for personal (household) use, and therefore the provisions of the Law of the Russian Federation No. 2300-1 of 07.02.1992 “On Protection of Consumer Rights” do not apply.

3. Exclusive right

3.1. The exclusive right to the Service belongs to the Licensor.

3.2. The right to use the Service is granted only to the Licensee (and to no other third parties) solely to the extent stipulated by the license agreement, unless the Licensor has given written consent otherwise.

4. Access procedure

4.1. Access to the Service is deemed granted to the Licensee after the Licensor receives payment of the license fee. The Licensee exercises access to the Service by signing in to the Service account and sending an audio or video recording for speech recognition or by starting a meeting recording.

5. Terms of use (scope of rights granted). Methods of use

5.1. The Licensee may use the Service in the following ways, depending on the license purchased:

5.1.1. obtain round-the-clock access to the server, except during maintenance, and display the graphical part (user interface) on the screen of a personal device in a browser;

5.1.2. use all Service features provided by the tariff plan and described in the Licensor’s Tariffs.

5.2. One license to use the Service granted under any tariff plan may be used by one end user at the same time in one desktop and one mobile web browser.

5.3. The Service is provided to the Licensee “as is”, and the Licensor does not guarantee that the Service’s features will fully meet the Licensee’s expectations, needs, or ideas.

5.4. The Licensor reserves the right to modify or release a new version of the Service at any time and for any reason, including to meet user needs or competitiveness requirements or to comply with the laws of the Russian Federation. The Licensor reserves the right to add new properties and features to the Service or to remove existing properties and features.

6. Rights and obligations of the Parties

6.1. The Licensor’s obligations:

6.1.1. ensuring that the Service matches the stated functionality provided by the tariff plan chosen by the Licensee and the paid period;

6.1.2. timely updating of software on the server;

6.1.3. ensuring the confidentiality of files uploaded by the Licensee and of data obtained as a result of the Service’s operation;

6.1.4. deleting user data (audio and video recordings, transcripts) at the Licensee’s request expressed through the relevant Service functionality.

6.2. The Licensor’s rights:

6.2.1. blocking access to the Service if the Licensee violates the terms of use of the Service set out in the license agreement.

6.2.2. making changes to the software at its discretion, including changes with which the Licensee may disagree.

6.2.3. deleting user data (audio and video recordings, transcripts, and other files) whose retention period specified in the Licensee’s profile settings has expired.

6.2.4. unilaterally amending the Tariffs, including increasing the prices of tariff plans, without notice to the Licensee, in the manner set out in clause 8.8 of the license agreement.

6.3. The Licensee’s obligations:

6.3.1. not to attempt to copy, modify, decompile, or disassemble the Service;

6.3.2. not to attempt to access third-party information stored in the Service;

6.3.3. promptly contacting the Licensor’s technical support if the Licensee encounters technical problems that prevent normal use of the Service;

6.3.4. promptly notifying the Licensor of the need to destroy data on the server;

6.3.5. providing the Licensor with information necessary for the Licensor to perform its obligations under the license agreement;

6.3.6. not granting permission to third parties to use the Service and not taking other actions in relation to the Service that violate Russian or international intellectual property rules;

6.3.7. not placing in the Service data that infringes copyright or other third-party rights, violates the laws of the Russian Federation, or contains personal data.

6.3.8. changing the password for signing in to the Service account at the Licensor’s request.

6.4. The Licensee’s rights:

6.4.1. obtaining round-the-clock access to the server, except during maintenance and emergencies;

6.4.2. submitting proposals to change the Service’s features;

6.4.3. choosing a tariff plan;

6.4.4. not submitting reports to the Licensor on use of the Service.

6.4.5. topping up the balance for further use of funds to pay for use of the Service beyond the limit provided by the tariff plan, or toward purchase of a tariff plan.

6.4.6. receiving a refund of previously paid and unused advance payments made to top up the Balance upon written request, if the Licensee is a self-employed person (a natural person applying the special tax regime “professional income tax”), a sole proprietor, or an organization (legal entity). Withdrawal of funds from the Balance to a bank account or otherwise outside the Service is available only to those Licensees.

6.4.7. If the Licensee is a natural person who is not registered as self-employed or as a sole proprietor, funds may only be credited to the Balance in the Service and used solely to pay for the right to use the Service. Refunds and other withdrawals of such funds outside the Service are not made.

6.5. Common rights of the Parties:

The Parties may use each other’s trade names, commercial designations, trademarks, and other identifying marks, as well as information about the fact of concluding the license agreement, for publication on the Parties’ websites, publication and quotation in the press, use in marketing materials, and in corporate publications: company brochures, examples, solutions, etc.; and for referring to each other in interviews and presentations.

7. Territory

7.1. The license agreement applies throughout the territory of the Russian Federation.

8. Fee

8.1. The cost of the right to use the Service (the license fee) is determined by the Licensor’s Tariffs.

8.2. The Licensee pays the license fee online via the YooKassa payment service. Available payment methods are determined by the Licensor’s YooKassa settings and are offered to the Licensee on the YooKassa payment page.

8.3. The Licensee’s payment obligation is deemed fulfilled when the YooKassa payment service confirms the payment to the Licensor.

8.4. If, within 10 (ten) business days from the Licensor’s receipt of payment or from the Licensee starting to use the Service (whichever occurred earlier), there is no reasoned written refusal to accept the granted rights to use the Service, the transferred rights are deemed accepted by the Licensee in full.

8.5. A statement of acceptance is not prepared by the Licensor and is not signed by the Parties if the Licensee is a natural person (except natural persons registered as individual entrepreneurs). Such a Licensee may still submit a reasoned refusal within the time limits provided in clause 8.4 of the license agreement.

8.6. A reasoned refusal to accept rights, services, or works may be sent to the Licensor by fax or email with subsequent mailing of the original, or electronically via EDI signed with an electronic signature. After the period established for a reasoned refusal expires, the license fee paid by the Licensee is not refundable.

8.7. A refund of unused amounts from the Balance to the Licensee’s bank account is made only to self-employed persons, sole proprietors, and organizations under clause 6.4.6. For natural persons who do not fall into those categories, funds are credited only to the Balance in the Service.

8.8. The Licensor may at any time unilaterally amend the Tariffs, including increasing the prices of tariff plans, the composition and scope of features, the price of a minute beyond the limit, and other pricing terms. Such an amendment takes effect upon publication of the current Tariffs at the address stated in clause 1.2 of the license agreement and does not require prior, concurrent, or subsequent notice to the Licensee. The Licensee is responsible for monitoring the current version of the Tariffs. A period of use of the Service already paid by the Licensee under a previously purchased tariff plan is not recalculated. Any subsequent payment, renewal, change, or repurchase of a tariff plan is made at the Tariffs in force at the time of the relevant payment.

9. Term, amendment, and termination of the license agreement

9.1. The license agreement enters into force when its terms are accepted and remains in effect until the Parties have fully performed their obligations.

9.2. The date stated in the preamble of the license agreement is the publication date of the license agreement and is not the date of its conclusion with a particular Licensee.

9.3. The Licensor may unilaterally amend the terms of the license agreement by publishing them on the website. In the event of a dispute or disagreement arising in connection with the performance and/or interpretation of the license agreement, the version of the license agreement in force at the time the dispute and/or disagreement arose shall apply.

9.4. If the Licensee violates the terms of use of the Service set out in the license agreement, the Licensor may unilaterally refuse to perform the license agreement and immediately block access to the Service without prior notice to the Licensee.

10. Liability

10.1. The Parties to the license agreement shall be liable in accordance with the laws of the Russian Federation.

10.2. The Licensor shall not be liable for direct or indirect losses, including lost profits, arising from use of the Service.

10.3. The Licensor shall not be liable for inability to use the Service that did not arise through the Licensor’s fault. In particular, the Licensor shall not be liable for the Licensee lacking an Internet connection, for attempts to access the Service from a faulty computer or a computer infected with a computer virus, or for the Licensee’s use of unlicensed software.

10.4. The Licensor shall take all reasonable measures and any appropriate actions aimed at ensuring the safety of the User’s data and maintaining the Service’s operability. The Licensee acknowledges that technical faults and failures in the Service may occur and agrees that the Licensor has no technical ability to predict them, notify the Licensee of them in advance, or fully exclude the possibility of their occurrence. The occurrence of such faults or failures, regardless of causes and consequences, cannot be a basis for holding the Licensor liable.

10.5. The aggregate amount of the Licensor’s liability, including any losses (if the Licensee is entitled to compensation in a particular case), may not exceed the cost of the rights, services, and works provided by the Licensor to the Licensee under the license agreement during the one year preceding the occurrence of the losses.

10.6. The Parties are released from liability for non-performance or improper performance of the license agreement in the event of force majeure as defined under the laws of the Russian Federation, if they present evidence that those circumstances prevented performance of obligations under the license agreement. Such evidence consists of documents of competent authorities of the Russian Federation. From the moment the force majeure circumstances are eliminated, the license agreement continues in the ordinary manner.

10.7. The Licensor is not obliged to moderate, review, or edit files placed by the Licensee in the Service, or to control them, and cannot guarantee that files placed by the Licensee do not infringe copyright or other third-party rights, the provisions of this license agreement, legal acts, or other documents. The Licensee acknowledges and agrees that the Licensor is not obliged to review data of any kind placed in the Service. The Licensee acknowledges and agrees that it must independently assess all risks associated with using data placed in the Service, including assessing the reliability, completeness, safety, lawfulness, and usefulness of such data, as well as the rights to use such data. The Licensee acknowledges and agrees that it independently bears any liability related to the files it places.

10.8. The Licensee uses any data obtained using the Service at its own risk and independently bears responsibility for possible consequences of using such data.

10.9. Regardless of the Licensee’s location, any claims or lawsuits arising from use of the Service must be filed and heard in the court at the Licensor’s location.

10.10. The Licensee agrees and acknowledges that speech transcription in the Service is fully automatic, that is, performed by software without human involvement, and that a transcript obtained using the Service may be unreliable or inaccurate and may contain words and sentences that were not in the original audio or video recording. The Licensee undertakes to independently check the transcript against the original audio or video recording before further use.

11. Representations

11.1. Each Party represents and confirms to the other Party that, at the time of concluding the license agreement, it:

11.1.1. is a duly registered legal entity / individual entrepreneur / natural person applying the special tax regime “professional income tax”, is registered for tax purposes, and lawfully conducts its activities in accordance with the laws of the Russian Federation;

11.1.2. is actually located at the address stated in the Unified State Register of Legal Entities / Unified State Register of Individual Entrepreneurs (for legal entities and individual entrepreneurs);

11.1.3. has the authority, financial, material, and labor resources, and other conditions necessary to conclude the license agreement and perform obligations under it;

11.1.4. all authority necessary to conclude the license agreement and/or take actions in connection with it has been duly obtained, including all necessary consents, permits, and approvals in accordance with the law.

11.2. The Parties confirm that:

11.2.1. the license agreement is concluded voluntarily, and the Parties have not been misled as to the legal nature of the transaction and/or the legal consequences that arise or may arise in connection with concluding the license agreement;

11.2.2. the license agreement does not infringe any intellectual property rights or other property rights of any third party;

11.2.3. the license agreement is concluded in accordance with the laws of the Russian Federation and is not a related-party transaction;

11.2.4. performance of the license agreement does not entail a breach or non-performance of any other contracts, agreements, court or other prohibitions or rulings.

12. Miscellaneous

12.1. By accepting the terms of the license agreement, the Licensee consents to receiving additional information and newsletters at the email address and phone number provided upon registration and provided to the Licensor in the course of performing the license agreement.

12.2. By accepting the terms of the license agreement, the Licensee confirms that it has a lawful basis for processing, using the Service, information belonging to it.

12.3. All disputes and disagreements arising in connection with the performance and/or interpretation of the license agreement shall be resolved by the Parties through negotiations. If the Parties cannot settle the disagreements through negotiations, the dispute shall be resolved in arbitration or civil proceedings in accordance with the general rules of venue, subject to mandatory compliance with a claims procedure. The period for responding to a claim is 30 (thirty) calendar days from its receipt in writing.

12.4. The Parties undertake to keep confidential information that they have designated as a trade secret in accordance with the laws of the Russian Federation and that became known to the Parties in the course of performing the license agreement. The fact of concluding the license agreement is not confidential information.

12.5. The Parties have agreed that a facsimile of the signature of the Licensor’s authorized person may be used to sign documents necessary to conclude and perform the license agreement as an analogue of a handwritten signature equivalent to a handwritten signature. Such documents have the same legal force as documents signed by the Licensor’s authorized person by hand, pursuant to clause 2 of Article 160 of the Civil Code of the Russian Federation.