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PUBLIC OFFER FOR CONCLUSION OF LICENSE AGREEMENT

05.06.2025

This document is an offer from the Sole Proprietor Vladimir Evgenievich Kovalev, TIN 613700668176, OGRNIP 321508100253016 (hereinafter referred to as the "Licensor"), addressed to an individual, sole proprietor or legal entity (hereinafter referred to as the "Licensee") to conclude a license agreement granting remote access under the SaaS (Software as a Service) model to computer programs and databases owned by the Licensor by accepting this offer.

In accordance with Article 437(2) of the Civil Code of the Russian Federation, this offer is a public offer. Full and unconditional acceptance (acceptance) of its terms, pursuant to Article 438 of the Civil Code of the Russian Federation, is deemed to be the Licensee's conclusive actions in the form of registering on the Licensor's website and purchasing GFt tokens for the license provided by the Licensor.

1. Terms and Definitions

  • Licensee

    A legally capable individual over the age of 18, a legal entity or sole proprietor who has concluded an agreement with the Licensor under the terms of this offer.

  • Licensor's Website

    A collection of software, databases and other information contained in an information system accessible via the Internet at the domain name: https://genefy.ai/. The Licensor's website provides the Licensee with information around the clock, including information necessary for the conclusion and execution of the agreement, publishes official documents of the Licensor and provides access to the use of software and databases.

  • GFt Tokens

    Digital units for accessing the software and databases of the Licensor's website. Tokens are purchased in Russian rubles. The exchange rate of the GFt token to the ruble changes daily and is determined by the Licensor based on the currency rate on the payment date, time of day, task complexity and the load on external services used to generate content.

  • License

    A simple (non-exclusive) license granting the Licensee the right to remote access to use the software and databases on the Licensor's Website in a limited amount determined by the number of purchased GFt tokens. The license is granted after the Licensee familiarizes himself with the text of this offer, which is confirmed by the Licensee's registration on the Licensor's Website and the purchase of GFt tokens for the license provided by the Licensor.

  • Personal Account

    A program with individual access intended for authorizing the Licensee as a user of the Website, automating and recording the data entered by the Licensee into the database and other actions necessary to conclude and execute this Agreement.

  • Privacy Policy

    The policy on personal data processing is posted at https://genefy.com/privacy-policy

If a term is not clearly defined in this offer, it should first be interpreted in accordance with Russian law and then according to generally accepted usage on the Internet.

Applicable law – the law of the country of incorporation (registration/location) of the Licensor.

2. Subject of the Agreement

2.1. The Licensor undertakes to grant the Licensee, under a simple (non-exclusive) license, the right to remotely access and use the software and databases located on the Website for the purpose of generating text and images, web page structure and content uniqueness, within the limits and in the ways specified in this Agreement, and the Licensee undertakes to pay the Licensor for the license under the terms in effect at the time of payment. Remote access is deemed fully provided to the Licensee upon payment of the license.

2.2. The access specified in clause 2.1 of this offer is provided to the Licensee in the territory of any state.

2.3. The Licensor reserves the right to issue licenses to other persons.

2.4. The Parties confirm that they have all the necessary rights and powers to properly fulfill their obligations under this Agreement and that their actions hereunder do not violate the rights of third parties, including intellectual property rights.

2.5. If the Licensee performs conclusive actions, namely registration on the Licensor's website (registration is completed by clicking the special "Register" button and creating an account via the "through Yandex" or "through Google" button or in another way provided on the website, and checking the box "I agree with the terms of the offer and the processing of personal data"), the Licensee is considered to have fully read and unconditionally accepted the offer in accordance with Article 438 of the Civil Code of the Russian Federation.

2.6. The Parties confirm that an acceptable and sufficient proof of acceptance of the offer may be a log file recording the Licensee's conclusive actions in accordance with clause 2.6 of this offer.

2.7. This public offer comes into force from the date it is enacted by the Licensor. The Licensor has the right to make changes to the terms of the offer or withdraw the offer at any time at its discretion, subject to clause 2.10 of this offer.

2.8. In case of changes to the offer, such changes take effect from the moment the amended text is posted on the Licensor's Website.

2.9. If the offer is withdrawn or changed, the Licensor posts a notice of the upcoming withdrawal or change on the Website 3 calendar days before it happens.

2.10. Withdrawal or modification of the offer does not apply to a license paid by the Licensee before the withdrawal or change.

3. Rights and Obligations

3.1. The Licensor shall:

  • 3.1.1. On the effective date of the License, provide the Licensee with actual access to the functional capabilities of the Website.
  • 3.1.2. Not grant other persons the ability to use the Licensee's personal account.

3.2. The Licensor has the right to:

  • 3.2.1. Modify the software and databases located on the Website in any way, provided the Licensee's data is preserved.
  • 3.2.2. Suspend access to the Website and/or terminate the agreement early unilaterally out of court in cases:
    • Material breach of the agreement by the Licensee.
    • Use by the Licensee of third parties' personal data when registering on the Website. To comply with this requirement and for proper identification, the Licensor has the right to request documents confirming the Licensee's identity, provided that personal data is not disclosed and is properly stored in accordance with Federal Law No. 152-FZ "On Personal Data" of 27.07.2006.
    • Illegal actions of the Licensee that violate the laws of the Russian Federation.

No penalties apply to the Licensor in this case.

3.3. The Licensee shall:

  • 3.3.1. Immediately notify the Licensor if it is impossible to use the software and databases on the Website.
  • 3.3.2. Pay for the license.
  • 3.3.3. Not copy in any form, modify, supplement or distribute the Website, software or databases. Not create derivative works based on the Website without the prior written consent of the Licensor.
  • 3.3.4. Not post deliberately false information on the Website.
  • 3.3.5. Not provide to third parties the account details obtained when creating a personal account on the Website.

3.4. The Licensee is prohibited from:

  • 3.4.1. Obtaining unauthorized access to the functions of the Website, as well as to the software and databases located on the Website.
  • 3.4.2. Obtaining information about any other Licensee.
  • 3.4.3. Using the Website, software, databases or the license for any purposes contrary to the current legislation of the Russian Federation.

3.5. The Licensee may:

3.5.1. Unilaterally withdraw from the agreement, including if the Licensee disagrees with amendments made by the Licensor, provided the Licensor is reimbursed for actual expenses incurred. Previously paid license fees are non-refundable, except as specified in clause 6.3 of this Agreement.

4. Payment Procedure

4.1. The types, cost and terms for providing the license are specified at https://genefy.ai/pay/.

4.2. Minimum token purchase amount:

  • for individuals – 2000 GFt tokens
  • for legal entities – 100,000 GFt tokens when paying by bank transfer.

4.3. The Licensee independently determines the amount of GFt tokens to purchase, but in accordance with clause 4.2 of this Agreement, by placing funds in their account from which automatic debiting occurs depending on the selected content generation model and the volume of content blocks.

4.4. The Licensor's obligations to provide the license are deemed fulfilled upon granting access to the software and databases on the Website. No additional documents confirming the fact of providing the license under this offer are required. The Licensee independently determines the need to use the resources specified in clause 2.5 of this offer and the amount of such resources.

4.5. Contact email for the Licensor:

email: genefyio@gmail.com

5. Liability

5.1. The Licensor is not responsible for the accuracy of the data entered by the Licensee into the database or for its compliance with applicable law. The Licensee bears full responsibility for any violations of Russian law in the information posted by the Licensee.

5.2. The Licensor is not liable for direct or indirect damage caused to the Licensee as a result of use or partial or complete inability to use the software and databases due to interruptions or failures in the Website not caused by the Licensor.

5.3. The Licensor is not liable for delays, interruptions, damage or losses resulting from defects in any electronic or mechanical equipment not owned by the Licensor, as well as problems in data transmission or connection not caused by the Licensor, the quality of public communication channels providing access to the website, or blocking access to the Licensor's site as a result of third-party actions.

5.4. The Licensee is solely responsible for keeping the password to the personal account secure and for losses that may occur due to its unauthorized use. The Licensor is not responsible for and does not compensate losses resulting from unauthorized use by third parties of the Licensee's login and password or unauthorized control by third parties over the license terms. This clause does not apply if such cases occur through the fault of the Licensor.

5.5. The Licensee is liable if the actions of the Licensee cause damage to the Licensor's property interests and business reputation due to improper performance of the agreement. In this case, the Licensor has the right to demand compensation for documented direct actual damages, meaning expenses incurred or to be incurred by the Licensor to restore its rights and interests.

5.6. In the event of a material breach by the Licensee of this Agreement (clause 3.4), the Licensor may unilaterally terminate this Agreement (terminate access) without refunding the license fee.

5.7. The Licensor carries out maintenance of software, modification and support, operating in dispatch communication mode.

5.8. The Licensor performs daily procedures and tasks as part of software maintenance.

5.9. The Licensor independently determines procedures for receiving, registering and tracking problem reports, requests for modification from users and for providing feedback.

5.10. The Licensor analyzes problem reports or modification requests to determine impacts on the existing system and related systems.

5.11. The Licensor verifies problems on its own.

5.12. The Licensor independently develops options for modifications that should be included in software maintenance.

5.13. The Licensor performs:

  • monitoring of the software and databases (including performance, fault tolerance and information security), and elimination of errors and failures, including by testing or other means;
  • correction of errors, inconsistencies, incidents and defects, including within existing versions of software and databases, and takes measures to resolve such incidents;
  • preventive modification of software and databases in order to detect and correct hidden errors to prevent their manifestation during operation;
  • automatic updating of reference information necessary for the functioning of software and databases in accordance with the requirements of the Russian Federation;
  • acceptance of user requests for software and databases and performance of work/services related to such requests.

6. Term of the Agreement and Amendments

6.1. The Agreement enters into force upon acceptance of the offer by the Licensee and is valid:

  • Until the Licensor fulfills its obligations to provide the license in accordance with this Agreement;
  • Until it is terminated by either Party.

6.2. In case of unilateral termination of the Agreement by the Licensee, access to the software and databases on the Website remains in the amount of the paid license.

6.3. The Licensor refunds the license fee in the following cases:

if the deduction of funds for the license occurred as a result of unlawful actions of third parties. Such unlawful actions must be documented.

7. Final Provisions

7.1. All disputes and disagreements that may arise between the Parties on issues not regulated by this offer shall be resolved through bilateral negotiations or in a claims procedure. Claims are sent:

  • 7.1.1. By the Licensee – to the Licensor's registered address.
  • 7.1.2. By the Licensor – to the address provided by the Licensee during registration on the Website or, if absent, to the Licensee's email address.

7.2. The response period for a claim is 20 working days. The Party receiving the claim must provide a reasoned response. If no response is received or no agreement is reached, the dispute shall be resolved in court.

7.3. Matters not regulated by this Agreement shall be resolved in accordance with the legislation of the Russian Federation. Neither Party is liable for failure to fulfill its obligations in circumstances it could not foresee or prevent (force majeure). The term for fulfilling obligations under the Agreement is extended proportionally to the time during which the fulfillment was impeded by force majeure. The Party affected by force majeure must notify the other Party in writing within 10 calendar days of such circumstances and their possible consequences. If such circumstances last more than two months, either Party may withdraw from the Agreement unilaterally out of court by sending the other Party a corresponding notice.

7.4. As a general rule, the Licensee is identified by the details of their account on the Website. The Licensor may use other data to identify the Licensee, including information about the person making the payment, if such identification does not violate the rights of the Parties or third parties, or the applicable law.

8. Licensor Details

Sole Proprietor Vladimir Evgenievich Kovalev

TIN: 613700668176

OGRNIP: 321508100253016

Email: genefyio@gmail.com

Publication date: 01.03.2024