License agreement for the right to use the Green-API computer program.

The present License Agreement is an offer of Green-API Limited Liability Company, TIN 220940032673, hereinafter referred to as the Licensor, to the User (any individual or legal entity), hereinafter referred to as the Licensee.

This License Agreement is recognized as concluded from the moment of its acceptance by the Licensee. Acceptance for the purposes of this License Agreement is the fact of payment of remuneration under this License Agreement in the manner, terms and conditions specified in this License Agreement. By entering into this License Agreement, the Licensee also fully accepts the terms of the User Agreement, the text of which is posted by the Licensor on the Internet at https://green-api.org.il/en/user-agreement.

1. Terms and definitions

1.1. Program is the computer program "Green-API" as a whole, and its components, which is a set of data and commands presented in an objective form, including source text, a database, audiovisual works included by the Licensor into the Program, as well as any documentation for its use.

1.2. License Type is a tariff plan chosen by the Licensee from the list posted by the Licensor on the Internet at https://green-api.org.il/en.

1.3. User Account is a record in the Licensor's system and (or) in the Program storing data that allow one to identify and authorize the Licensee as the Program User.

1.4. Registration is an action aimed at creating a User Account. Registration is voluntary. When registering, the User shall be obliged to provide the Licensor with the necessary reliable and up-to-date information. The Licensee is responsible for the accuracy, relevance, completeness and compliance with the legislation of the Respublic of Kazakhstan of the information provided during registration and its purity from claims of third parties.

1.5. Personal Area is a specialized closed section of the Program, available to the Licensee after Registration and intended for the Licensee to manage the Program and its settings. To enter the Personal Area, a unique username and password received by the Licensee during Registration are used.

1.6. Payment is a transfer by the Licensee of the license fee for the right to use the Program in accordance with the selected License Type. Payment can be made by any of the methods available through the Program interface. The choice of payment method is made by the Licensee on their own.

1.7. Automatic payment is a transfer by the Licensee of the license fee for the right to use the Program on a regular basis by automatically debiting the amount of the fee from the bank (card) account of the Licensee. The choice of the Automatic payment method is made by the Licensee on their own.

1.8. Closing documents are documents confirming the fact of transfer to the Licensee of the relevant license under this License Agreement. Closing documents are generated in the form of an electronic document on the portal of the Electronic Invoice Information System https://esf.gov.kz:8443/.

1.9. Spam is an electronic message intended for an indefinite circle of persons, delivered to the addressee without their prior consent, and also does not allow identifying the sender of this message, including due to the indication of a non-existent or falsified sender's address in it.

2. Subject of the agreement

2.1. The subject of this License Agreement is the transfer by the Licensor of non-exclusive rights to use the result of intellectual activity - the computer program "Green-API" - to the Licensee under the terms of a simple (non-exclusive) license by reproducing the Program (connecting to the Program via the Internet and opening access to the Licensor's server), exclusively for independent use by the Licensee without the right to sublicense to third parties.

2.2. Access to the server specified in clause 2.1. of this License Agreement is provided (opened) by the Licensor within one business day from the receipt of the remuneration specified in clause 8.1. of this License Agreement to the bank account of the Licensor.

2.3. The Licensor creates a User Account based on the data provided by the Licensee during Registration.

3. Exclusive rights

3.1. The Green-API computer program is the result of the Licensor's intellectual activity and is protected by copyright law.

3.2. The Licensor shall warrant that it has all the necessary rights to the Program to provide them to the Licensee, including the documentation for the Program.

3.3. The algorithms of the Program operation and its source codes (including parts thereof) are a commercial secret of the Licensor. Any use of them or use of the Program in violation of the terms of this License Agreement shall be considered a violation of the rights of the Licensor and is a sufficient reason to deprive the Licensee of the rights granted under this License Agreement.

3.4. The right to use the Program shall be granted only to the Licensee, without the right to transfer to third parties, solely to the extent stipulated by this License Agreement, unless otherwise expressly agreed in writing by the Licensor.

3.5. The Licensee shall not be granted ownership of the Program and its components, but only the right to use the Program and its components in accordance with the terms specified in this License Agreement.

3.6. The Licensee is not granted any rights to use the trademarks and service marks of the Licensor and/or its partners. The trademarks GreenAPI and GREEN-API belong to the Licensor (Trademark registration certificate No. 984715 dated 04.12.2023, issued by the Federal Service for Intellectual Property of the Russian Federation).

3.7. The Licensee shall not be entitled to copy, distribute the Program and its components in any form, including in the form of source code, by any means, including leasing, gratuitous use, or rental.

4. Terms of use and scope of rights granted

4.1. The Licensee may use the Program in the following ways:

4.1.1. To have access to the Licensor's server around the clock (except for the time of preventive maintenance) to use the Program and reproduce the graphical part (working interface) of the Program on the screen of the personal computer (other end device provided for in the documentation for the Program) of the Licensee.

4.1.2. To use all paid functionality of the Program in accordance with the description of the selected License Type.

4.1.3. To copy the documentation related to the Program for personal use.

4.2. The Licensor shall not provide the Licensee with communication services, shall not organize for him the possibility of access to information systems of information and telecommunication networks, including the Internet, and shall not carry out activities for the reception, processing, storage, transmission, delivery of telecommunication messages.

5. Rights and obligations of the parties

5.1. The Licensor shall be obliged:

5.1.1. To ensure round-the-clock (except for the time of preventive maintenance) availability of the server for using the Program.

5.1.2. To provide the Licensee with the opportunity (to open access) to use the Program within one business day from the receipt of the remuneration specified in clause 8.1. of this License Agreement, to the Licensor's bank account.

5.1.3. To provide the Licensee with no additional remuneration for technical support on issues related to the functionality of the Program, peculiarities of operation on standard configurations of supported operating, mailing and other systems in the manner and on the terms specified in the technical documentation for it.

5.1.4. To ensure the privacy of the data placed by the Licensee in the Program for the entire period of their presence on the Licensor's server.

5.1.5. At the request of the Licensee, to send the Licensee closing documents.

5.2. The Licensor shall have the right:

5.2.1. To make changes to the Program without notice to the Licensee at any time and for any reason, including, but not limited to, in order to meet the needs of other licensees, competitiveness requirements, or to comply with regulatory requirements. The Licensor shall reserve the right to add new features and functionality to the Program or remove existing features and functionality from the Program.

5.2.2. To block the Licensee's access to the Program if the Licensee violates the terms of this License Agreement or the User Agreement, the text of which is posted by the Licensor on the Internet at https://green-api.org.il/en/user-agreement.

5.3. The Licensee shall be obliged:

5.3.1. Not to take actions and other attempts aimed at copying, modifying, decompiling (transforming the object code into source text), disassembling (analyzing and examining the object code) of the Program.

5.3.2. To strictly comply with the terms of this License Agreement and the User Agreement, the text of which is posted by the Licensor on the Internet at https://green-api.org.il/en/user-agreement.

5.3.3. Not to take actions in relation to the Program that violate Kazakhstan and (or) international norms on copyright and the use of software.

5.3.4. To provide the Licensor with all the information and documents necessary for the Licensor to fulfill its obligations under this License Agreement.

5.4. The Licensee shall have the right:

5.4.1. To have round-the-clock (except for the time of preventive maintenance) access to the Licensor's server to use the Program.

5.4.2. To use all paid functionality of the Program in accordance with the description of the selected License Type in ways that do not violate the terms of this License Agreement, the User Agreement, the text of which is posted by the Licensor on the Internet at https://green-api.org.il/en/user-agreement, legislation of the Republic of Kazakhstan.

5.4.3. Not to report to the Licensor on the use of the Program.

5.5. The Licensee shall warrant that:

5.5.1. When processing personal data, the Licensee respects all the rights of personal data subjects.

5.5.2. The Licensee has obtained the consent of personal data subjects to process their personal data.

6. Territorial application

6.1. This License Agreement shall be valid throughout the territory of the Republic of Kazakhstan.

7. Term of validity

7.1. This License Agreement shall come into force from the moment of acceptance of the terms of this License Agreement, confirmed by payment of the invoice issued by the Licensor to the Licensee, and shall be valid for the period established by the license and specified in the invoice issued by the Licensor to the Licensee, and shall also be automatically extended for a new period upon payment for each subsequent license.

7.2. The date of conclusion of this License Agreement shall be the day of receipt of payment upon the invoice issued by the Licensor to the Licensee, to the bank account of the Licensor.

7.3. If the Licensee violates the terms of this License Agreement, or the User Agreement, the text of which is posted by the Licensor on the Internet at https://green-api.org.il/en/user-agreement, as well as the legislation of the Republic of Kazakhstan, the Licensor shall have the right to terminate this License Agreement ahead of schedule and immediately block access to the Program (including the Licensor's server) without prior notice to the Licensee.

8. Remuneration

8.1. The Licensee shall pay the Licensor a license fee for the right to use the Program in accordance with the selected License Type in the amount specified in the invoice issued in the manner provided for in clause 7.1 of this License Agreement.

8.2. The Licensee shall pay the invoice issued by the Licensor in the manner provided for in clause 7.1 of this License Agreement by a one-time transfer, within the period specified in such an invoice, of the entire amount of remuneration specified in such an invoice to the Licensor's bank account using the details specified in such an invoice.

8.2.1. In the event that the Payment was made by a bank card, this License Agreement will be automatically extended unless the Licensee announces the termination of this clause of the License Agreement in the manner and terms provided for in clause 8.2.2 of this License Agreement. In case of automatic extension of this License Agreement, the remuneration will be automatically debited by the Licensor from the bank (card) account of the Licensee used for the Payment. In this case, the amount of remuneration will be determined based on the cost of the corresponding License Type as of the date of withdrawal (clause 8.4 of this License Agreement).

8.2.2. The Licensee shall have the right at any time during the validity period of this License Agreement, but no later than 1 hour before the end of the period established by the license (clause 7.1 of this License Agreement), to announce the termination of clause 8.2.1 of this License Agreement by using the corresponding function (special interface) of the Personal area.

8.3. The cost of the right to use the Program (the license fee specified in clause 8.1 of this License Agreement) shall not be subject to value added tax (VAT) on the basis of articles 368 and 369 of the Tax Code of the Republic of Kazakhstan due to the fact that the Licensor is not a payer of value added tax in accordance with Articles 82 and 83 of the Tax Code of the Republic of Kazakhstan.

8.4. The Licensor shall have the right to unilaterally when extending this License Agreement to change the amount of remuneration for the right to use the program in accordance with the types of licenses operating at the time of extending.

8.5. If, within five calendar days from the date of expiration of the license, the Licensor has not received the Licensee's claims related to the scope of the rights granted, it shall be considered that the non-exclusive right to use the Program has been granted to the Licensee in accordance with this License Agreement in full and properly.

8.6. The early termination of this License Agreement shall not be the basis for the return of licensed renumeration.

9. Automatic payment

9.1. The Licensee shall have the right to pay remuneration for the right to use the Program on a regular basis by automatically debiting the amount of remuneration from the bank (card) account of the Licensee. In this case, the amount of remuneration will be determined based on the cost of the corresponding License Type as of the date of withdrawal (clause 8.4 of this License Agreement).

9.2. To pay for remuneration on a regular basis, the Licensee must clearly choose the “Auto Payment” function in the Personal area when making payment from a bank (card) account of the Licensee.

9.3. The Licensor shall undertake to notify the Licensee of the next automatic payment for 1 (one) calendar day before the date of writing off funds from the banking (card) account of the Licensee by electronic mail to the address, which was specified by the Licensee when registering in the Personal area.

9.4. The Licensor shall undertake to send a notification on making an automatic payment upon its implementation to the Licensee’s email address.

9.5. The Licensee shall have the right at any time to refuse to make automatic payments from the bank (card) account of the Licensee. To do this, the Licensee shall be obliged to disable the "Auto Payment" function in the Personal Area in the "Payment" section.

10. Responsibility

10.1. The Licensor and the Licensee shall be liable in accordance with the law for non-fulfillment or improper fulfillment of obligations under this License Agreement.

10.2. The Licensor shall not be responsible for the inability to use the Program for reasons beyond the control of the Licensor.

10.3. The Licensor shall not be responsible for the content, reliability and completeness of the information received by the Licensee when using the program.

10.4. The Licensor shall not be responsible for the actions and decisions of the Licensee taken on the basis of information obtained by the Licensee when using the Program, their consequences, as well as direct and indirect losses, including lost profits, resulting from the use of the Program.

10.5. The Licensor shall not be liable if the Licensee violates the current legislation when using the Program, including, but not limited to:

- when sending messages without the consent of the recipients;

- when sending spam;

- when sending messages containing insults or slander;

- when sending messages inciting national, racial or religious hatred;

- when sending messages that violate the exclusive rights of the Licensor and other third parties.

11. Final provisions

11.1. For all other issues not expressly regulated by this License Agreement, the relations arising between the Licensor and the Licensee in connection with the use of the Program shall be governed by the User Agreement, the text of which is posted by the Licensor on the Internet at https://green-api.org.il/en/user-agreement, the legislation of the Republic of Kazakhstan and international law.

11.2. The Licensor shall have the right to unilaterally amend the terms of this License Agreement by publishing a new text of the License Agreement on the Internet at https://green-api.org.il/en/license-agreement. The License Agreement so amended shall apply to relations between the Licensor and the Licensee arising after the date of its publication, unless otherwise provided by the agreement between the Licensor and the Licensee.

11.3. At the request of the Licensee, this License Agreement may also be issued in the form of a single document signed by the parties. The procedure for issuing the License Agreement in the specified form is established by the User Agreement.

11.4. Unilateral refusal of the Licensee from this License Agreement shall not be allowed. Voluntary termination of the use of the Program by the Licensee (including the deletion of the User Account) shall not be recognized as the Licensee's refusal of this License Agreement (regardless of the fact that the Licensor has been notified about it) and shall not entail the Licensor's obligation to recalculate and (or) return the remuneration paid by the Licensee in in the manner provided for in clauses 8.1-8.5 of this License Agreement.

Date of publication: 22.09.2022