Master License Agreement


  1. General conditions

    This Master License Agreement (“the Agreement”) constitutes a written contract between You (“the User”) and Idea Port Riga for use of the Maxdone service (“the Service”). Idea Port Riga is registered in Latvian Commercial Register, NR 40003973381, having its physical office at Bērzaunes street 11A, Riga LV-1039, Latvia. "You" and “the User” refers to any individual who creates an account on the Service, or, if the Service is being used on behalf of an entity by an individual authorized to agree to such terms on behalf of such entity, then "You" refers to such entity. If You are accessing the Service on behalf of Your employer, You represent and warrant that You have the authority to agree to these Terms of Service on its behalf.

    Idea Port Riga and the User shall be individually referred to herein as "Party" and collectively as "Parties".

    The Agreement governs Your use of the Maxdone Service, which includes, and is limited to, web application, informational internet site at domain www.Maxdone.co, mobile applications for iOS и Android paltforms, as well as information, data, texts, photographs, videos, audio clips, graphics, interactive features regarding the Maxdone. The Service is provided “as is” and “as available” with no representations or warranties of any kind, neither expressed nor implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

    In accordance with this Agreement Idea Port Riga - the holder of intellectual property rights (such as the exclusive rights and personal nonproperty right, including copyright) on the Service - agrees to provide a simple, nonexclusive, nontransferable, limited license that allows Authorized users to access and use the Service during the Term of the Agreement.

    Idea Port Riga, in its sole discretion, reserves the right to revise, update and change this Agreement from time to time without notice to You, and You agree to be bound by such modifications or revisions. You can review the most current version of this Agreement at any time at http://maxdone.micromiles.co/services/terms.

  2. Description of Service

    The Service includes, and is limited to web application, informational internet site at domain www.Maxdone.co, mobile applications for iOS и Android platforms. The Service allows the User to access his/her User Account (“the User Account”) and to use all the functionality foreseen for the particular type of the User Account. The Service may contain information, data, text, photographs, videos, audio clips, graphics, interactive features and software, (collectively, “Content”). For the purposes of this Agreement “Content” also includes all User Content (as defined below).

    The User is granted with the User account during the sign-up process. The Service allows the User, who has the User Account, to create, store and use data, texts, files and other information (collectively, “User Content”).

    Users are able join together within a separate administrative environment (“the Community”). The User, who registers a new Community, becomes the Initial Community Administrator. Each User, who joins the Community, is granted with the Additional User Account for the particular Community. One User can simultaneously have several Additional User Accounts in different Communities.

    The User agrees that using the Service which is neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Idea Port Riga regarding future functionality or features of the Maxdone Service.

    Idea Port Riga may at its sole discretion modify the features of the Service from time to time without prior notice to the User.

    User agrees not to access the Service by any means other than through the interfaces that are provided by Idea Port Riga for use in accessing the Service.

  3. Registration of the User

    In order to use the Service, the User must have a valid User Account. To acquire an User Account for the Service, the User must provide Idea Port Riga a set of information ("Registration Data") including an electronic mail address and password.

    The User is solely responsible for maintaining the confidentiality of the access data for User Account, and is fully responsible for all activities that occur under his/her Account.

    The User agrees to:

    1. immediately notify Idea Port Riga of any unauthorized use of his/her Account or any other breach of security;
    2. log-out from the User Account at the end of each session. Idea Port Riga is not responsible for any loss or damage resulting from non-compliance with the provisions of this section. Idea Port Riga assumes no duty to verify that Registration Data is true and correct.
  4. Term and Termination

    The Agreement is made and entered into force at the moment, when the User account is created for the User of the Service. The Agreement is valid for the period of one calendar year from the moment of its coming into effect. If neither part announces termination of the Agreement by electronic mail (indicated in the User Account) this Agreement shall be automatically extended for each subsequent calendar year. The number of periods for which the effect hereof can be prolonged is not limited.

    In case the Agreement being terminated Idea Port Riga shall have the right to delete all the User Data and User Content in Idea Port Riga’s systems or otherwise in Idea Port Riga possession or under Idea Port Riga control.

  5. Proper use of the Service

    The User solely owns the User Content. The User agrees that by using the Service and saving the User Content, the User hereby grants Idea Port Riga the right to store, transmit and display the User Content in order to provide the Service. To the extent the User chooses to share any of his/her User Content with other users of the Service, the User agrees to allow these users (i.e., only the users being stipulated by the User) to view his/her User Content and, to the extent applicable, collaborate with the User and the User Content.

    The User shall not use the Service to upload, post or otherwise transmit any information and/or materials infringing copy-right, libelous, or otherwise unlawful or tortious materials, or to store or transmit material in violation of third-party privacy rights. The User shall not use the Service to upload and store invalid data, viruses, worms, or other software agents. The User shall not take any action that imposes, or may impose at Idea Port Riga's sole discretion an unreasonable or disproportionately large load on infrastructure owned, used and/or disposed by Idea Port Riga.

    Idea Port Riga warrants not to access the User Data and/or the User Content except for:

    1. preventing or addressing of technical problems;
    2. at the User’s request in connection with customer support matters;
    3. enhancing the Service.
  6. Responsibilities of the User

    The User shall:

    1. act in accordance with the Agreement;
    2. provide, install and maintaine at his/her own expense all equipment, facilities and services necessary to enable access and use the Service through the Customer Interface, including, without limitation, all computer hardware and software, network system, communication service and Internet access;
    3. access and use the Service solely through the Customer Interface provided as a part of the Service.

    The User shall not

    1. sell, resell, rent or lease the Service to a third-party;
    2. use the Service to store or transmit
      • infringing copy-right, libelous, or otherwise unlawful or tortious materials, or to store or transmit material in violation of third-party privacy rights;
      • data or materials that may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to other users or any other person or entity;
      • data or materials that is insulting the honor and dignity, invasive of personal privacy or publicity right and/or contains threats, sexual harassment;
      • any information or content that the User does not have a right to make available under any law or under contractual or fiduciary relationships;
      • may create a risk of any other loss or damage to any person or property;
      • may constitute or contribute to a crime or tort;
      • any information or content that is unlawful, harmful, abusive, racially or ethnically offensive;
    3. upload invalid data, viruses, worms, or other software agents through the Service;
    4. take any action that imposes, or may impose at Idea Port Riga's sole discretion an unreasonable or disproportionately large load on Idea Port Riga’s infrastructure;
    5. by pass the measures that Idea Port Riga may use to prevent or restrict access to the Service.

    Recognizing the global nature of the Internet, the User agrees to comply with all local laws and rules of the country in which the User resides regarding online conduct and acceptable User Content.

  7. Responsibilities of Idea Port Riga

    Idea Port Riga shall:

    1. act in accordance with the Agreement;
    2. provide the Service “as is” and “as available” in accordance with “as is”-prevalent practice principle for worldwide computer industry;
    3. not modify the User Data and the User Content;
    4. not access the User Data, except for;
      • preventing or addressing of technical problems;
      • at the User’s request in connection with customer support matters;
      • enhancing the Service.

    Idea Port Riga is responsible for any public display or misuse of User Content, except in the case of gross negligence or intentional misconduct by Idea Port Riga or its employees.

  8. Licensing

    License to the User.
    Subject to the restrictions and limitations set forth in the Agreement, Idea Port Riga hereby grants to the User a nonexclusive, nontransferable, limited license during the Term of the Agreement, to enable User to access and use the Services through the interfaces that are provided by Idea Port Riga for use in accessing the Service.

    License to Idea Port Riga.
    Subject to this Agreement, the User hereby grants Idea Port Riga a worldwide, non-exclusive, royalty-free license during the Term of the Agreement to use, reproduce, electronically distribute, transmit, have transmitted, perform, display, store, archive, and index the User Data and User Content in order to provide the Service. Idea Port Riga shall have no right to sub-license or resell the User Data and User Content or any component thereof.

    Non-exclusivity.
    The User acknowledges that the rights granted to him/her under this Agreement are nonexclusive, and that, without limiting the foregoing, nothing in this Agreement will be interpreted or construed to prohibit or in any way restrict Idea Port Riga's right to

    1. license, sell or otherwise make available the Service to any third party;
    2. perform any services for any third party; or
    3. license, purchase or otherwise acquire any software, technology, products, materials or services from any third party

    Suggestions and enhancements.
    The User may submit comments, ideas, suggestions and enhancements about the Service. Idea Port Riga shall have a royalty-free, worldwide, irrevocable, and perpetual license to use and incorporate into the Service any comment, idea, suggestion, enhancements or other feedback provided by the Users. Idea Port Riga is free to disclose the ideas, suggestions, enhancements or other feedback on a non-confidential basis to anyone or otherwise use any form of feedback without any additional compensation to the User.

  9. Data Protection and Security

    Security
    Idea Port Riga shall implement commercially reasonable technical and organizational measures to secure User Data and User Content from accidental loss and from unauthorized access, use, alteration or disclosure. However, Idea Port Riga cannot guarantee that unauthorized third parties will never be able to defeat those measures or use Customer Data for improper purposes. The User acknowledges that all User Data and User Content are provided at the User's own risk.

    The User acknowledges and agrees that

    1. all User Data and User Content are provided at the User's own risk;
    2. in order to provide the Service the Content and User Content are processed and transferred and that Content will be transmitted over the Internet unencrypted over an encrypted communication channel.
    3. Idea Port Riga has no obligations to keep the downloaded User Content, and is authorized to remove the user Content without prior notice,
      • in the event of a material breach by the User of any provision of the Agreement and the User fails to correct such breach within ten (10) days of e-mail notice. E-mail notice shall be sent to the Primary user e-mail address indicated in User Account.
      • at the User’s request in connection with customer support matters;
      • After the Agreement is terminated by any cause.
    4. If the User requires Idea Port Riga to assist in restoring User Content that has been deleted, if such recovery is possible, Idea Port Riga will be entitled to request payment, at Idea Port Riga’s standard rates, for such work.
  10. Warranties

    Idea Port Riga’s warranties
    Idea Port Riga warrants that:

    1. Idea Port Riga has validly entered into this Agreement and has the legal power to do so;
    2. complies with all applicable laws;
    3. does not need to obtain any consent, approval, authorization or order of any government institutions or other entities in connection with the conclusion and execution of the Agreement;
    4. will not upload any viruses, worms, or other software agents through the Services to the User

    The Service is provided “as is” in accordance with “as is”-prevalent practice principle for worldwide computer industry. Idea Port Riga and its partners make no warranty for the use of the Service and its performance.
    The User acknowledges and agrees that any software, including the Maxdone Service Maxdone, is not free from errors.

    Disclaimer of Warranties
    Idea Port Riga herein disclaims all warranties of any kind, express or implied, including, but not limited to, warranty for commercial use, for absence of violations, fitness for a particular purpose, error-free operation or guarantee in the event of penetration hacking or other similar means of unauthorized access.
    Idea Port Riga does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Service or any hyperlinked website or service, or featured in any manner or other advertising. Idea Port Riga will not be a party to or in any way monitor any transaction between the User and third-party providers of products or services.

  11. Property rights

    Idea Port Riga reserves the right to ownership and property rights to the Maxdone Service, software and documentation created by Idea Port Riga regarding the Service, as well as to any intellectual property, proprietary materials and information related to the Service, except for the rights the User is provided under the license on the terms provided in the Agreement.
    If during the Term of the Agreement Idea Port Riga gives ownership and property rights to the Service, software and documentation created by Idea Port Riga regarding the Service, as well as any other intellectual property, proprietary materials materials and information related to the Service, then the obligation to perform the Agreement is transferred to the new owner on the same terms and conditions on which they were signed between Idea Port Riga and the User.

  12. Confidentiality

    Idea Port Riga’s warranties
    Idea Port Riga warrants thatEach Party undertakes not to disclose to any third party any information, including the User Data and the User Content, obtained from the other Party orally or in writing in connection with the Service or otherwise, as can be regarded as a trade or professional secret (“Confidential Information”), otherwise than to the extent necessary in order to perform the Service, negotiate the Agreement and provide suggestions or enhancements. Each Party agrees that it shall use the same degree of care that it utilizes to protect its own confidential information of a similar nature to protect the secrecy of and avoid disclosure or use of Confidential Information in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement or law to have any such information.

    However, Confidential Information (other than User Data) shall not include any information that:

    1. is or becomes generally known to the public without breach of any obligation owed to the disclosing Party;
    2. was known to the receiving Party prior to its disclosure by the disclosing Party without breach of any obligation owed to the disclosing Party;
    3. is received from a third party without breach of any obligation owed to the disclosing Party, or
    4. was independently developed by the receiving Party.

    The foregoing confidentiality obligation shall apply during the Term and for a period of five (5) years after the expiration of the Agreement.

  13. Limitations of Liability

    IDEA PORT RIGA AND ITS AFFILIATES HAVE NO LIABILITY TO THE OTHER PARTY FOR ANY LOSSES OR DAMAGES INCLUDING, BUT NOT LIMITED TO, LOST OF PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR OTHER DAMAGES, RESULTING FROM USING THE SERVICE AND/OR INABILITY TO USE THE SERVICE, AS WELL AS CREATING AND/OR INABILITY TO CREATE USER ACCOUNT WHEN USING THE SERVICE.

    Indirect loss
    Notwithstanding any provision of the Agreement, under any circumstances Idea Port Riga, its suppliers, officers, directors, employees, agents, shareholders or contractors ("the parties involved") shall be liable to the User for any indirect, incidental, special, punitive damages (including, but not limited to lost revenue, lost profits, loss of data, or other pecuniary loss) arising for any reason, including, but not limited to, breach of warranty terms and conditions, breach of contract, civil disorders, absolute liability, failure to fulfill its true intentions / purposes or in connection with any other material damage.

    Maximum liability
    Neither Idea Port Riga’s and its affiliates’ liability with respect to any single incident arising out of or related to the Agreement including but not limited to claims for breach of warranty, breach of contract, civil disorders, absolute liability, failure to meet true intentions / goals, etc. shall exceed the amount paid by the User for the Service and/or technical support, if such amount was paid.

  14. CHOICE OF LAW AND FORUM

    Disputes concerning the Agreement shall first be settled by negotiation between the Parties. In case of failure to reach an agreement on the contentious issues through negotiation or correspondence, disputes shall be referred to the Arbitration Court of the city of Riga in accordance with the procedural and substantive rules of the Law of the Republic of Latvia. Proceedings shall be conducted in the Latvian language.


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