License Agreement

Date of publication: 15.05.2023



tw-boost (hereinafter referred to as “Licensor”) publishes this License Agreement on the Website pertaining to the granting of rights to use tw-boost Posting, tw-boost Builder, tw-boost Monitoring, tw-boost Analytics, tw-boost Streaming as well as the tw-boost Mobile App, tw-boost website, collectively referred to as “tw-boost platform” (hereinafter referred to as “Agreement”), which is a public offer to individuals and legal entities interested in obtaining a license in relation to the tw-boost platform, (hereinafter referred to as “Licensee”).



CONTRACT SUBJECT
1. Under this Agreement, the Licensor for a fee (or without it - under the Demo License Conditions) grants to the Licensee a non-exclusive right to use the following intellectual property objects – the tw-boost platform (the License) which is available by setting up (installing) and launching of the tw-boost platform by the Licensee according to its documentation and the terms and conditions of the present Agreement.

2. Licensee may use the tw-boost platform in the following ways:

2.1. By providing access to the tw-boost platform and playback of the graphic part (working interface) on the screen of the mobile device or personal computer (another device) via the web browser or Mobile application.

2.2. By round-the-clock access to the tw-boost-account, except in the case of maintenance or updates, in order to maintain the functionality of the tw-boost platform in accordance with the Commercial or Demo License.

2.3. By receiving notifications generated by the tw-boost platform regarding the status of the Licensee’s tw-boost-account.

2.4. By creating multiple links and micro landing pages, including those with blocks and templates; by changing and improving micro landing pages; by changing the domain name and connecting different services with the Licensee’s micro landing pages. The Licensee has the right to use the elements of the Library (Blocks and Templates) to create micro landing pages and multiple links only with the tw-boost platform. The multiple link is a link redirecting to a page (micro landing page) which, depending on the service, can contain: links to other projects (website, blog, social media pages), contact details (phone number, e-mail, messenger contact information), company geolocation, or other buttons (N.B.: not provided by every service);

2.5. By placing the data of the tw-boost platform (mobile application) in the memory of the Licensee’s devices with the further storage of the placed data in the memory of the devices (software installation).

3. Restrictions and features of the Demo License:

3.1. The Licensor is not liable for any consequences of the use or inability to use the tw-boost platform during the Demo License. The Licensee accepts all risks of such use.

3.2. Transfer of use rights to the tw-boost platform for the Demo License operation occurs at the time of registration of the Licensee on the tw-boost platform website.

4. Granting the right to use the tw-boost platform does not imply granting Licensee direct access to Licensor’s servers, database, physical or virtual equipment, operating system, the ability to administer work algorithms of the tw-boost platform or its modifications. The Licensee may not fully or partially transfer their rights under this Agreement to third parties. Sublicensing is not allowed.

5. The Licensor grants the Licensee the right to use the tw-boost platform by granting access to the tw-boost platform from any country for the period stipulated by the Tariff plan chosen by the Licensee and the Accounting period. The Licensee is authorized to use additional functions beyond the chosen Plan for the validity period of this Agreement unless such the right is terminated according to the rules of use of the tw-boost platform.

The Licensee is authorized to use non-activated data and commands for the validity period of this Agreement unless such the right is not terminated according to the rules of use of the tw-boost platform.

6. In this Agreement, terms are used in the meanings defined in clause 23 of the Agreement (hereinafter the Terms). The use of Terms in terms of the analogy of law is inadmissible unless otherwise determined by the Parties. In this Agreement the following Terms are used:

6.1. Functional abilities of the tw-boost platform: uploading photos and videos (including live broadcasts) to one or more accounts on social networks from a computer or mobile device, using tools such as Direct, Planer, and Calendar, filtering photos, managing multiple accounts at the same time, giving access to the publication to a Licensee’s representative (hereinafter referred to as “Manager”) without providing access to a social network account, access to any analytics generated by of the tw-boost platform, monitoring brand mentions, creating micro landing pages and multiple links.

6.2. User agreement – rules approved by the Licensor and published on the website of tw-boost.com under the heading “User Agreement”. Posted at: https://tw-boost.com/terms_of_use.

6.3. Privacy policy – the rules which determine the procedure of processing and protecting information about individuals when using the tw-boost platform. Posted at https://tw-boost.com/privacy_policy. It is applied to legal relations arising out of the User Agreement and License Agreement.

6.4. Notification - a text message sent to the Licensee via e-mail or in the online support window.

6.5. “Accounting period” — a period equal to 7 calendar days (under the Demo License), 1 month, 6 months, and 12 months (any other period), which provides access to the functionality of tw-boost.com.

6.6. Website — the official website of the Licensor located at https://tw-boost.com/

6.7. Other Terms and values are defined in the User Agreement.



RIGHTS AND OBLIGATIONS OF THE PARTIES
7. The Licensor has the right:

7.1. To apply updates and changes to the tw-boost platform at their own discretion without the consent of Licensee and such updates may lead to changes in the appearance and/or functionality of the tw-boost platform (including the addition, modification, or deletion of functions or content). The Licensor must provide, implement, configure, maintain all updates, improvements, fixes, bug fixes, modifications to the tw-boost platform (collectively, the “Updates”), excluding the addition of new products from third-party organizations. All updates made to the tw-boost platform, are integral, and the terms of this Agreement are fully applicable to them. The Licensor does not pay any compensation to the Licensee, does not reimburse for possible damages, direct or indirect damages (in particular, loss of profits) associated with making updates to the tw-boost platform.

7.2. To stop access to the tw-boost platform without compensation to the Licensee for any losses, possible damages, or loss of profit, in the event of the Licensee’s failure to fulfill their obligations under this Agreement.

7.3. To provide information to the supervisory authorities on the basis of official requests and court decisions.

7.4. To send information messages, including advertising ones, to the Licensee including but not limited to via e-mail, by push notifications, and by chat. The Licensee also agrees to receive advertising messages in accordance with Article 18, part 1 of the Federal Advertising Act. The Licensee has the right to refuse to receive advertising messages by following the unsubscribe instructions incorporated in each marketing e-mail.

7.5. To use the name, trademarks or logos, commercial designations and other distinctive brand features of the Licensee’s brand and/or one of the third parties on whose behalf and in whose interests the Licensee acts, to place them on the Licensor’s website on a non-reimbursable basis in order to inform the visitors of the website of the fact that the Licensee and/or third parties on whose behalf and in whose interests the Licensee acts are the tw-boost platform users.

7.6. To alter or terminate the Licensee’s right to use the Demo License at any time and for any reason at their own discretion without liability towards the Licensee.

7.7. To process and store the Licensee’s content uploaded by them to the tw-boost platform in order to perform the Contract including to provide the proper functioning of the tw-boost platform, the absence of the malfunction, etc.

7.8. To use means and procedures to check the validity of the License and/or a copy of the tw-boost platform installed and/or used by the Licensee. If there is no respective License or the checking cannot be carried out within a reasonable period of time, the tw-boost platform will be available with limited functionality.

7.9. To refuse to place links to competing services and websites (including the communities of competing services/websites).

8. The Licensor undertakes:

8.1. To protect the personal data of the Licensee located on the tw-boost platform from unauthorized access by third parties.

8.2. To eliminate possible software failures in the operation of the tw-boost platform, arising from the fault of the Licensor, on the basis of a Licensee’s communication sent to the Licensor via e-mail or in the online support window.

8.3. In case of receiving well-grounded claims related to the fact that the information placed on the tw-boost platform by the Licensee violates the rights of third parties (including intellectual property rights), from a third party, the Licensor sends a notification containing the text of the claim to the Licensee. If the Licensee does not take measures to settle the dispute with the person who sent the claim or does not delete the questionable information during 5 (five) working days from the date of sending the notification by the Licensor to the Licensee, the Licensor has the right to suspend and/or limit the Licensee’s access to the tw-boost platform, related to the distribution of the questionable information, notifying the Licensee about it during 3 (three) days.

9. The Licensee has the right:

9.1. To use the tw-boost platform only for legal purposes; when placing information and/or content on the tw-boost platform, the Licensee must comply with the requirements of law related to intellectual property rights and other rules of the current legislation. The Licensee undertakes to receive round-the-clock access to the tw-boost platform, except when it is being updated, in order to use all the functionalities of the tw-boost platform within the chosen plan.

9.2. To provide their managers with access to publications for managing a social network account. Under this Agreement, the term “Managers” implies any third-party tw-boost accounts which the Licensee provides with access to publishing on accounts on social networks, preliminary added by the Licensee to his tw-boost account. The Licensee has the right to extend the validation period of non-exclusive rights for using the tw-boost platform to a new accounting period.

10. The Licensee undertakes to:

10.1. Be responsible for the information being posted, including the actions that Licensee and/or Licensee’s employees can perform with social networking accounts, independently resolve third-party claims regarding the reliability of the information being posted.

10.2. In due time, pay the Licensor a fee for the provision (transfer) of the rights to use the tw-boost platform. In accordance with cl. 11-18 of this Agreement, as well as independently monitor the changes in the Tariffs.

10.3. Independently ensure the confidentiality of its authorization information (login (email) and password for accessing the tw-boost platform) and be responsible for all actions performed using their login and password, bear the risk of adverse consequences associated with their loss or theft.

10.4. Comply with the terms and conditions of the User Agreement, as well as the present Agreement. The Licensee is responsible for regularly reviewing the latest version of this Agreement, as well as the User Agreement, including the Privacy Policy, and the “Tariff plan”.

10.5. Avoid actions that may be considered a violation of legislation or international law rules, as well as any actions that may result in interrupting the normal functioning of the tw-boost website; avoid broadcasting content that may violate the rights of third parties. The broadcasting of national cable channels or radio transmissions (including sports events) may be considered a violation of third parties’ rights.

10.6. Allow the Licensor to use any version of their micro landing page (or its part) free of charge and on a permanent basis within the marketing or advertising activity of the Licensor elsewhere in the world on the Internet as well as outside it; and also, to introduce changes in it that are objectively necessary for the specified purposes. And the Licensee gives up any claim against the Licensor or other persons acting on their behalf in connection with any past, present, or future personal non-property rights, copyright, or any similar rights elsewhere in the world, which the Licensee may have related to the micro landing page in connection with the specified types of permitted use with restrictions.

10.7. The Licensee has no right to:

i) explore the technology of, decompile (convert object code into human-readable source code), disassemble (convert a program into its object code in order to analyze and research it)), alter the tw-boost platform (unless it is expressly permitted by the Licensor) including adapting or modifying it (unless otherwise specified by the parties), hack or emulate the tw-boost platform;

ii) bypass or attempt to bypass filtering, security measures, and other functions meant for software protection;

iii) disable, distort, or in some other way attempt to bypass any tw-boost platform usage limitation mechanism;

iv) rent, lease, or lend, resell, transfer or sublicense, as well as assign their rights under the present Agreement to third parties in full or in part. Sublicensing is prohibited;

v) use the tw-boost platform for any purposes that are unlawful or prohibited under the present Agreement;

vi) use the tw-boost platform in a way that may cause damage, failure, overload, or deterioration in its functioning.

10.8. When placing any information or materials, the Licensee does not become a co-author of the Website and relinquishes their claim to such authorship in the future. The Licensor does not pay the Licensee royalty or any other fee during the term as well as upon the expiration of the present Agreement.

10.9. The Licensee ensures that has (and will have) every right, including the right to property, licenses, permissions, and authorities allowing the tw-boost platform to access any websites, webpages, and/or other online services to import, copy, demonstrate, upload, transfer and/or use the Licensee’s content in any other way.



LICENSE REMUNERATION
11. The Licensee pays the Licensor a License fee according to the selected Tariff plan.

All payments are made with the help of a third party Stipe. The payment is managed by Stipe https://stripe.com/.



RESPONSIBILITY
19. The right to use the tw-boost platform is provided to the Licensee “as is”. This means that Licensee agrees that the tw-boost platform is not error-free. Licensee accepts all the risk associated with the use of the tw-boost platform. Licensee confirms that he knows the functional properties and features of the tw-boost platform. The Licensee bears the risk of matching the tw-boost platform with its desires and needs, as well as the risk of compliance with the conditions and scope of the granted rights to their desires and needs.

20. Notwithstanding anything to the contrary in this Agreement, the Licensor (including the General Director, affiliates, officers, employees, representatives, and partners shall in no event be liable for any kind of damages resulting from Licensee’s use of the tw-boost platform. In all circumstances, the Licensor’s total liability is limited to the cost of the paid Tariff plan, but not more than 100 (one hundred) dollars, and is assigned to him if there is a fault in his actions.

21. By accepting the terms of this Agreement by accepting an offer, the Licensee guarantees that: (a) indicated reliable information upon registration as a User on the tw-boost platform; (b) fully acquainted with the terms of this public offer, fully understands the subject of the offer and the terms of the Agreement, fully understands the significance and consequences of their actions with respect to the conclusion and execution of the Agreement; (c) has all the rights and powers necessary to conclude and execute the Agreement; (d) placing (posting), as well as materials (their content) ), including drawings, plans, sketches, design elements, images, animated images, videos, audio files, fonts, logos, code, illustrations, works, graphic images, interfaces, information submitted by the Licensee in order to create a subdomain name, texts, literary works and other materials, (together referred to as ‘Content’) do not breach any rights of third parties to the results of intellectual activity and equivalent means of personalization, the right to information that is commercially sensitive, do no harm to the honor, goodwill, and dignity of third parties, do not breach any national or international law. The Licensee is solely responsible for the content placed on the tw-boost platform ; (e) the registration on and the use of the tw-boost platform and the social networks is in compliance with all applicable laws and regulations; (f) the functionality of the tw-boost platform will be used solely for the purposes authorized by the present Agreement in compliance with its provisions as well as the applicable law and common practice, in this connection, the Licensee accepts obligations and is responsible in accordance with the current legislation of the place of incorporation of the Licensor.



PLACE, PROCEDURE OF CONCLUSION OF THE AGREEMENT
22. This Agreement is recognized as an offer and consists of the acceptance of this offer does not require bilateral signing and is valid electronically.

23. This offer is considered accepted (acceptance of the offer) by the Licensee in the event of one of the following acts:

23.1. Registration on the tw-boost platform in cases (i) when using all its functionality is free for 7 days under the Start Tariff plan and/or (ii) when using the tw-boost platform functionality is free under the Free tariff plan for the period and according to the characteristics of the features provided under such Tariff plan (each of (i) - (ii) is separately considered a Demo license).

23.2. Payment of License fee for granting the rights to use the tw-boost platform according to the chosen Tariff Plan and the Accounting period (Commercial license);

23.3. The actual use of the tw-boost platform without creating an tw-boost account and in the form and to the extent available without registration is also regarded as acceptance of the terms and conditions of this Agreement.



VALIDITY OF THE AGREEMENT AND THE PROCEDURE FOR ITS MODIFICATION AND TERMINATION
25. This Agreement shall enter into force upon the acceptance of the offer by the Licensee in the form of payment of the selected Tariff plan and the Accounting Period or the entry of credentials under the Demo License and shall be valid: (a) until the Licensor fulfills its obligations to provide the Commercial License in the amount corresponding to the Tariff plan, or (b) until the end of the period of use of the Demo License, or (c) until termination of the Agreement by agreement of the Parties or on other grounds. Upon termination of the present Agreement, the Licensee shall completely stop using the tw-boost platform and dispose of all copies of the tw-boost platform installed on PCs of the Licensee, including reserve copies and all components of the tw-boost platform.

26. The term of this Agreement shall be prolonged for each subsequent period indicated in the terms of the Tariff Plan in accordance with the Accounting Period with appropriate payment by the Licensee.

27. The Parties agreed that the Licensor maintains the relevance of this offer by publishing changes on the site https://tw-boost.com/license_agreement for an acquaintance of an unlimited number of persons, and the Licensee independently monitors the changes in this offer.

28. The Licensor shall have the right to amend this Agreement at any time without notifying the Licensee. These changes will not mean the renewal of this offer on new terms, but will only indicate the relevance of information regarding the non-exclusive license being transferred. The current version of the offer is available on the website http://tw-boost.com/license_agreement.

29. A Licensee who has not expressed a desire to terminate the Agreement and has continued to use the tw-boost platform is considered to have accepted the amendments to the Agreement.

30. The Licensee may at any time unilaterally terminate this Agreement by sending a message to the address [email protected] or to the online support window for Licensor with a request to delete his tw-boost-account.

31. The Agreement is considered terminated from the moment of removal of Licensee’s tw-boost-account. The Parties understand and agree that termination of this Agreement will automatically entail termination of the User Agreement.

32. Upon the removal of the tw-boost-account, all Licenses granted to the Licensee are canceled.

33. This Agreement, the Tariff Plan, and the User Agreement are the legal documents of the Licensor. The current version of each of these documents is available on the website of the tw-boost platform.

34. Termination of the term of the Agreement on any grounds does not relieve the Parties of responsibility for violations of the terms of the Agreement that have arisen during the period of its validity.



FINAL PROVISIONS
35. In the event that any of the terms of this Agreement becomes invalid, it will be declared illegal or will be excluded from this Agreement, this does not entail the invalidity of the remaining terms of this Agreement, which remain legally effective and, subject to the necessary changes, are binding on all Parties.

36. All disputes between the parties are resolved by negotiation and forwarding of claims (by registered mail with a notice of delivery). In case of disputes in court, the dispute is considered at the place where Licensee is granted the right to the tw-boost platform. The applicable law will be the right place of incorporation of the Licensor.

Any dispute arising out of the interpretation or application of the terms and conditions of this Agreement or any breach thereof shall, unless it is settled by direct negotiation, be settled by a court at the place of registration of the Licensor. Any award rendered by the arbitrator shall be final and binding on the parties and any judgment on such arbitration award may be enforced in any court of competent jurisdiction.

Any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. Accordingly, the Licensee agrees that any disagreement between the Licensee and the Licensor shall be considered unique and shall not be brought as a class action. The Licensee waives, to the fullest extent permitted by applicable law, all rights to bring a class action or multi-plaintiff, consolidated, or collective action against the Licensor or any of its affiliates.

37. This Agreement applies to users from all countries except the Russian Federation.

38. Access to the tw-boost platform from countries or territories, or by individuals, if such access is illegal, is prohibited.

39. Use of the Mobile Application requires that your mobile device be compatible with the Mobile Application. The Mobile Application may automatically upgrade from time to time depending on your user settings. Licensee consents to such automatic upgrades and the standard carrier data charges that may apply to your use of the Mobile Application. Please review the Mobile Application Terms of Use (which forms an integral part of the License Agreement) that apply to your use of the Mobile Applications here.

40. The Licensee is an individual. In such a case, the Licensee is responsible for paying all taxes on all fees that the Licensee pays to the Licensor. Local taxes may differ based on the Licensee’s payment method.

The Licensee is a sole proprietor or a legal entity. In such a case, the Licensee is responsible for paying all taxes, assessments, charges, fees, and levies that may be levied on or applicable to the sale or license of goods or services, as the case may be, including all sales, use, goods, and services, value-added, and excise taxes, customs duties, and assessments, together with any installments and any interest, fines, and penalties with respect thereto, imposed by any governmental authority, including federal, state, provincial, municipal, and foreign governmental authorities (collectively, “Taxes”) associated with granting the rights to use the tw-boost platform, which for clarity do not include any taxes based on the Licensor’s income. If the Licensor has the legal obligation to pay or collect Taxes for which the Licensee is responsible under clause 12, the appropriate amount will be invoiced to and paid by the Licensee, unless the Licensee provides the Licensor with a valid tax exemption certificate authorized by the appropriate taxing authority. Any payments by or on account of the compensation payable under this Agreement will be made free and clear of and without deduction or withholding for any Taxes. If the Licensee is required to deduct or withhold any Taxes from such payments, then the sum payable will be increased as necessary so that, after making all required deductions and withholdings, the Licensor receives an amount equal to the sum the Licensor would have received had no such deduction or withholding been made.

41. The tw-boost platform contains particular open-source software. Each item of open-source software is subject to its own applicable license term that can be found in the Open-Source Terms and Conditions.

42. The Licensor does not start live broadcasts and/or the transfer of the Licensee’s content on their own, does not identify persons who can watch such live broadcasts and/or content, and does not introduce any alterations in the broadcasts and/or content of the Licensee. They only provide technical means and technical feasibility of uploading materials (broadcasts) created by the Licensee to their social media account.



TW-BOOST
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