Effective Date: February 25, 2020
Warning: the translation of documents into English is provided for your convenience. Legal force only has the original Russian version of this document, which defines your relationship with Cerebro LLC.
Cerebro LLC (the ‘Company’), represented by Mrs. Alexandra Maleinova, CEO, acting on the basis of the company Charter, is publishing these terms and conditions as a public offer of the rights to use the computer software program ‘Cerebro’ (‘Software’) and customer care services.
1. General Provisions
1.1. In accordance with art. 435 and 437 of the Civil Code of the Russian Federation, this Agreement is a public offer made by the Company to individuals, legal entities and sole proprietors, which contains the essential conditions of the agreement to grant the rights to the use of the Software. Payment for the License to use the Software made on behalf of the User in the manner specified in the Agreement constitutes a full and unconditional acceptance of the offer and its terms and conditions.
1.2 The User is considered to have read and agreed to the terms and conditions set out in the offer from the moment of its acceptance and, in accordance with the Civil Code of the Russian Federation, is thereafter considered to have entered into a contractual relationship with the Company governed by this Agreement.
1.3 An unamended copy of the Agreement is presented on a publicly accessible web-page at cerebrohq.com.
2. Definitions
2.1 Below is a list of terms and definitions as used throughout the Agreement:
2.1.1. ‘Software’ means the computer software program ‘Cerebro’ for the planning and management of projects in the field of audio-visual design, including the creation of computer-generated imagery for movies and TV-programmes, video game development, advertising and Web-design projects.
2.1.2 ‘Account’ means the unique combination of symbols (username and password) which allows the identification of the User to grant access to use the Software.
2.1.3 ‘User’ means the individual, legal entity or sole proprietor who has accepted the offer (as laid out in clause 1 of the Agreement) and has 1 (one) Account for access to the Software.
2.1.4 ‘Customer Care’ means the advisory services rendered by the Company’s service technicians concerning the use of the Software on the Company’s web forum at support.cerebrohq.com or by e-mail (support@cerebrohq.com). The volume of services is specified by the Pricing Plan chosen by the User.
2.1.5 ‘License’ means the right to use the Software by writing data to computer memory in order to organize and manage the User’s projects, granted to the User by the Company for personal use as a non exclusive license. The License is granted for use in the volume specified by the Pricing Plan and for the period of time paid for by the User.
2.1.6 ‘Services’ means the Customer Care and other services related to the creation, saving and maintaining the User’s data in the Software’s Database rendered by the Company. A full list of Services can be found on the Company’s website at cerebrohq.com.
2.1.7 ‘Pricing Plan’ means the scope of services rendered and the pricing structure for the use of Software over a particular period of time. A full list of Pricing Plans can be found on the Company’s website at cerebrohq.com
2.1.8 ‘Software Trial’ means a limited functionality trial version of the Software distributed by the Company free of charge.
2.2 Other terms and definitions not defined in the Agreement are to be interpreted according to the legal code of the Russian Federation and common business usage.
3. Scope of Agreement
3.1 The Company grants the License and renders Services to the User within the scope defined by the User’s chose Pricing Plan, whereas the User undertakes to make payments for the License and the Services as and when specified in the Agreement and observe the provisions of the Agreement.
3.2 The User must not distribute the Software, or use the Software in a way or for purposes other than specified in cl. 2.1.7 of the Agreement.
4. License and Services
4.1 The User registers for the Software themselves on the Company’s website by submitting personal information as instructed by the registration system. Account registration is free of charge.
4.2 After registering for the first Account, the User gains access to the Trial Software. To receive a License the User must pay for a License in accordance with the chosen Pricing Plan.
4.3 After purchasing the License (in accordance with the conditions set out in the Agreement), the User can use the Software. The License is granted to the User when full payment into the Company’s bank account is made.
4.4 The Company provides Customer Care services to the User for the duration of the License within the scope defined by the User’s chosen Pricing Plan.
4.5 The Company does not control the content of information hosted and/or distributed by the User, but in cases when the hosting and distribution of such information is against the law, the Company reserves the right to block and/or delete the User’s Account.
4.6 The use of the Software is limited by the following technical restrictions:
Installation system requirements:
Hardware requirements: i386 or x86-64-based, or other compatible processor systems.
Operating system: Microsoft Windows XP SP3 or later; Linux kernel 2.6.x or later with a graphics subsystem; MacOS X 10.5.x.
Web system requirements: Microsoft Internet Explorer 8 or later; Mozilla Firefox 3.6 or later; Opera 10.62 or later; Google Chrome 7 or later; Apple Safari 5 or later.
iOS version requirements: iPhone, iPhone 3G, iPhone 3GS or iPhone 4, iPod Touch running iOS 3.0 or later; iPad running iOS 3.2 or later.
‘Cargаdor’ Service requirements:
Hardware requirements: i386 or x86-64-based, or other compatible processor systems.
Operating system: Microsoft Windows XP SP3 or later; Linux kernel 2.6.x or later with a graphics subsystem; MacOS X 10.5.x.
Dedicated database server and license server requirements:
Hardware requirements: i386 or x86-64-based, or other compatible processor systems.
Operating system: Microsoft Windows XP SP3 or later; Linux kernel 2.6.x or later with a graphics subsystem.
5. Rights and responsibilities of the User
5.1 The User must:
5.1.1 Observe the provisions of the Agreement and monitor changes to the Agreement’s clauses and the Pricing Plans as published by the Company on its website at cerebrohq.com.
5.1.2 Provide correct and complete answers to all questions during the registration process, and keep the information contained in their Account up to date.
5.1.3 Make the advanced payment for the License and Services at the rate specified in the User’s chosen Pricing Plan.
5.1.4 Use the Software and upload data to the Software in compliance with legal requirements and the Agreement’s provisions.
5.1.5 Respect copyright and other rights to the software and accompanying materials provided by the Company.
5.1.6 Keep personal account information confidential and arrange for its protection.
5.1.7 Make backup copies of personal data regularly to avoid the loss of data in cases of disruptions to access to the Software brought on by malfunctions or other reasons outside the Company’s reasonable control.
6. Rights and responsibilities of the Company
6.1 The Company must
6.1.1 Ensure access to the Software within the scope determined by the User’s chosen Pricing Plan for 7 days a week, 24 hours a day, including weekends and holidays, for the duration of the License.
6.1.2 Keep a record of the User’s payments for the License and Services.
6.1.3 Publish changes and additions to the Agreements, Pricing Plans and other material relevant to the Software, License and Services on the Company’s web-site at http://cerebrohq.com no fewer than 5 days before they come into force.
6.1.4 Maintain the confidentiality of the User’s personal information. The Company has access to the User’s information for the purposes of identification to grant the User access to the Software and Services.
6.2. The Company reserves the right to:
6.2.1 Suspend the License and access to Services in cases where this is due to, particularly but not exclusively, inability to use data transfer channels that are not the Company’s property, or the action and/or inaction of third parties where this has an effect on the access to the Software, including accidents. The Company is not liable to the User and will not reimburse the User for losses incurred or potentially incurred due to delays, disruptions and other situations where full use of the Software and Services is impossible that occur for above-noted reasons.
6.2.2 Make changes and additions to the Agreement and Pricing Plans at the Company’s discretion by publishing such changes and additions on the Company’s web-site at http://cerebrohq.com.
6.2.3 Block and/or delete the User’s Account and withdraw the User’s сurrent balance without acceptance in such cases and manner as specified in the Agreement.
6.2.4 Where necessary, hire third parties to render Services.
7. Price of License and Services. Payment arrangements
7.1 The price of the License and Services is determined according to the Pricing Plans in force at the time of acceptance of the terms and conditions in the Agreement. The Company makes the Pricing Plans publicly available on the website cerebrohq.com.
7.2 The Company reserves the right to change the price of Licenses at its discretion by making new Pricing Plans publicly available on the website cerebrohq.com. This does not affect existing Licenses.
7.3. To switch to a paid Pricing Plan on a permanent basis, the User must pay for it using the methods approved by the Company. Switching to a different paid Pricing Plan is possible if the cost of the new Pricing Plan is paid in full.
7.4. For the right to use the Software within the terms provided in this Agreement, the User must pay the Company a license fee in the amount agreed for at the time of ordering in the Personal Account and indicated in the payment invoice. The license fee is not subject to VAT (clause 26, article 149 of the Tax Code of the Russian Federation).
7.5. The license fee must be paid within 10 (ten) banking days from the invoice date, if this payment method is selected. The date of payment for the purpose of fulfilling this Agreement, is the day when the User’s fund transfer order is accepted by the User’s Bank.
7.6. Non-use of services by the User does not release the User from paying for them.
7.7. In the case of payment by bank card, after the expiration of the Pricing Plan, the plan is automatically extended for a period equal to the previous one, provided the automatic bill payment function is activated. The Company automatically debits the right amount from the User’s bank card in accordance with the current Pricing Plans.
7.8. The User has the right to cancel the automatic bill payment function or inform the Company of the User’s unwillingness to renew their paid Pricing Plan no later than 3 (three) days before its expiration date.
7.9. When switching from a paid to a free Pricing Plan, the User is obliged to adjust their personal Account in accordance with the conditions of their free Pricing Plan.
7.10. At the end of the period of use of the paid Pricing Plan by the User, the Company has the right to delete the User’s information (files) after two months from the payment termination date. The possibility to restore information (files) will not be available.
7.11. When paying for the Pricing Plan for the first time using a payment card, the User gives the Company and its partners consent to store information about their payment card and agrees that the Company is authorized to charge a fee from the payment card for:
a) enabling the automatic bill payment function;
b) other payments related to the Agreement;
c) repaying the User’s debt under the Agreement.
8. Liabilities of the parties
8.1 In all matters unregulated by the Agreement and in settling disputes arising in the course of its execution, the parties will be governed by legislation in force in the Russian Federation.
8.2 The User has full liability for the security of their password and other account information as well as for losses incurred by the User and/or third parties due to unauthorized use (disclosure, loss, theft, etc.) of such account information.
8.3 The Company has no liability for direct and indirect damage to the User and will not reimburse the User for losses (including loss of expected gain), incurred by the User as a result of maintenance, delays in data transfer, errors, faults, deleted files, changes to functionality and other technical reasons.
8.4 The Company has no liability for the quality of public communication channels, individual ISP’s traffic exchange policies, adequate performance of the Internet network or its parts and the quality of data channels unrelated to the Company’s own resources, as well as for the User’s access to such and other circumstances outside the company’s expertise, influence or control.
8.5 The Company is liable to the User only within the scope of Service that have been paid for, but not rendered. The Company is not liable to the User and will not return the User’s payment if Services have not been rendered or the License has not been used by the User through the User’s own fault.
9. Blocking and deleting the User’s Account
9.1 The Company retains the right to block and/or delete the Account in such cases, manner and subject to such conditions as described in the Agreement. When the Account is blocked or deleted, the User loses access to the Software.
9.2 Blocking the Account means that the User temporarily loses access to the Software regardless of the User’s current Account balance. The Account is blocked by the Company until such time that the User corrects the violations that led to the blocking of the Account, unless specified otherwise in the Agreement.
9.3 The Company may block the User’s Account in the following cases:
9.3.1 If the User violates the conditions of the Agreement;
9.3.2 If the User enters incorrect information during the registration process or fails to keep the information up to date.
9.4 Deletion of the User’s Account means a unilateral (out-of-court) repudiation of the Agreement on behalf of the Company regardless of the User’s current Account balance. The Company may repudiate the Agreement by deleting the User’s Account in the following cases:
9.5.1 Following notice from the User or in the case of a unilateral repudiation of the Agreement on behalf of the User (non-use of the Account for over three months);
9.5.2 If the User’s unlawful actions inflict damage on the Company;
9.5.3 If the User’s Account has been blocked more than two times;
9.5.4 If the User fails to abide by cl. 5.1.3 – 5.1.5 of the Agreement or comply with the requirements of legislation in force in the Russian Federation;
9.5.5 If the User refuses to correct violations or fails to correct violations within 3 (three) calendar days after the Company requests that such violations be corrected;
9.5.6 If the user does not pay for the License within 90 (ninety) calendar days after the expiration of the Licence in the manner specified by the Agreement;
9.5.7 In other cases covered by the Agreement.
9.6 If the Account is blocked and/or deleted by the Company, the remaining balance on the User’s account will not be returned and will be held as a reimbursement for the expenses incurred by the Company in the process of deleting/blocking the Account.
10. Additionals
10.1 Written requests from the User to the Company must contain all Account credentials and, where necessary, other information that allows the Company to identify the User.
10.2 The parties acknowledge the legal effect of notices and messages sent by the Company to the User by means of the e-mail address specified by the User in their Account. In the case of disputes over the time at which the message was sent and received and over its contents, the parties agree to consider the data recovered by the Company’s technical means to be true and final until such time as the disputes are resolved.
10.3 The parties agree that notices and messages sent by the User to the Company, with the exception of messages sent to the Customer Care services, will only be considered to have been made correctly if they are made in writing and contain all information necessary for identification purposes.
10.4 The Agreement complies to legislation currently in force in the Russian Federation.
Company info:
Cerebro LLC
Friedrich Engelsа st., 75, building 10, Moscow, 105082, Russia
INN (Tax Identification Number) 7734615917
KPP (Tax Registration Reason Code) 770101001
OGRN (Principal State Registration Number) 1097746377827
OKPO (All-Russian Classifier of Enterprises and Organizations) 62102573
Account number 407028109100001126446, Tinkoff Bank
BIC 044525974
Correspondent account 30101810145250000974
Telephone: +7 (499) 110-3482
E-mail: info@cerebrohq.com
CEO: Alexandra Maleinova
