Russia, Perm, Date of last update: May 16, 2025
Neurosel Limited Liability Company, hereinafter referred to as the Licensor, represented by General Director Maxim Konstantinovich Kokhanov, acting on the basis of the Charter, on the one hand, and an individual or legal entity, hereinafter referred to as the Licensee, on the other hand, together referred to as the Parties and individually as a Party, have concluded this License Agreement on granting a non-exclusive license (hereinafter referred to as the Agreement) as follows:
1.1. Under the Agreement the Licensor grants (transfers) to the Licensee the right to use the Virton software package located on the site at the Internet address: https://virton.tech/, (hereinafter referred to as the Intellectual Property Object), in full accordance with in full accordance with the terms and conditions of this Agreement (non-exclusive license - sub-clause 1, clause 1, clause 1, article 1236 of the Civil Code of the Russian Federation), and the Licensee accepts the Intellectual Property Object in accordance with the procedure and on the terms and conditions established by the Agreement.
1.2. The Licensor warrants that it is the owner of the exclusive rights to the Intellectual Property Object specified in clause 1.1 of the Agreement and has the rights to conclude the Agreement.
1.3. The ownership of exclusive rights to the Intellectual Property Object is certified by the following documents confirming the fact of creation of the Intellectual Property Object and the ownership of exclusive rights to the Licensor:
Act No. 2 on alienation of the exclusive right to computer software dated 23.04.2025 (can be provided upon request from the Licensee).
2.1. Licensor agrees to:
2.1.1. Grant (transfer) to the Licensee the right to use the Intellectual Property Object in accordance with the procedure and on the terms and conditions established by the Agreement.
2.1.2. During the period specified in clause 4.1 of the Agreement to maintain the legal protection of the Intellectual Property Object. 4.1 of the Agreement, maintain in force the legal protection of the Intellectual Property Object.
2.1.3. Strictly adhere to and do not violate the terms of the Agreement, as well as ensure the confidentiality of commercial and technical information obtained in cooperation with the Licensee.
2.1.4. Perform other duties as stipulated in the Contract.
2.2. Licensee agrees to:
2.2.1. Accept the rights to use the Intellectual Property Object provided under the Contract.
2.2.2. Strictly adhere to and do not violate the terms of the Agreement, as well as ensure the confidentiality of commercial and technical information obtained in cooperation with the Licensor.
2.2.3. Immediately inform the Licensor about all facts of unlawful use of the Intellectual Property Object by third parties that have become known to it.
2.2.4. Exercise the rights granted under the Contract to the extent and in accordance with the procedure established by the Contract.
2.2.5. Be responsible for all user-generated content posted on Licensee's website.
2.2.6. Perform other duties as stipulated in the Contract.
2.3. The licensor shall have the right to:
2.3.1. Upon completion of Neurosel, LLC's promotional offer for Virton's comprehensive software, notify Licensee of the end of the free maintenance period.
2.3.2. In case the Licensee violates the terms (methods) of using the rights to the Intellectual Property Object under the Agreement, deprive the Licensee of the right to use the Intellectual Property Object. Violation of copyright protection norms may also entail civil and criminal liability in accordance with the legislation of the Russian Federation.
2.4. Licensee shall have the right to:
2.4.1. After receiving the Intellectual Property Object, in accordance with the terms and conditions of the Agreement, use the Intellectual Property Object to the extent and in accordance with the procedure set forth in the Agreement.
2.4.2. Refuse to perform the Contract if the Licensor refuses to transfer the right to use the Intellectual Property Object under the Contract to the Licensee in violation of the terms and conditions of the Contract.
3.1. At the end of the free service period, the license fee for granting the right of use under a (non-exclusive) license for the Virton integrated software is determined according to the Tariffs, which are available at the Internet address: https://virton.tech/en/pricing/.
3.2. From the moment of account creation the Licensee is provided with a free maintenance period for Virton complex software for the duration of the Neurosel LLC promo period. The Licensor has the right to set any period of validity of the free period unilaterally.
3.3. Payment of the license fee shall be made as a prepayment in a lump sum in the amount of 100% (one hundred percent) of the Tariff. The invoice issued by the Licensor shall be paid by the Licensee within 3 (three) banking days from the date of its receipt by the Licensee. The term of the License is determined by the Accounting Period, i.e. the period for which the Licensee has paid for the use of the License.
3.4. The Licensor has the right to unilaterally change the amount of the Tariff cost by informing the Licensee in the information letter not later than 15 (calendar) days in advance. The Parties have agreed that if the Licensee does not agree with the change of the Tariff cost, the Licensee shall notify the Licensor in writing and stop using the Virton Integrated Software after the end of the Accounting Period, terminating this Agreement unilaterally. The Licensee's failure to object to the change in the Tariff price (after 3 (three) working days from the date of receipt of the notice of change in the Tariff price) shall be deemed to be the Licensee's agreement with the new amount of remuneration.
3.5. The currency of settlements under this Agreement shall be the ruble of the Russian Federation.
3.6. Licensees legal entities pay for Licenses by wire transfer to the Licensor's bank account. Individual Licensees pay for Licenses by bank transfer.
3.7. In case of early termination of the Agreement, the amount of the license fee paid by the Licensee shall not be refunded.
4.1. The Licensee is granted a non-exclusive license to use the Intellectual Property Object to the extent and in accordance with the procedure established by the Agreement.
The term of granting the right to use the Intellectual Property Object is established for the entire period of validity of the non-exclusive rights to the Intellectual Property Object.
4.2. Under the Agreement the Licensor grants the Licensee the right to use the Intellectual Property Object on the terms of a non-exclusive license, regardless of whether the corresponding actions are performed for profit or without such purpose by all means permitted to the Licensee by the legislation of the Russian Federation, including, but not limited to:
4.2.1. Publication of the Intellectual Property Object under the company name, trademark of the Licensor, together with the company name and trademark of the Licensee.
4.3. The use of the Intellectual Property Object by the Licensee is not limited to the territory (the whole world).
4.4. The Licensor shall not provide the Licensee with a report on the use of the Intellectual Property Object on the Licensee's website under the Agreement.
4.5. The Parties shall not draw up and sign an Acceptance Certificate of work performed. The service is considered to be properly rendered from the moment of actual operability of the Intellectual Property Object on the Licensee's website (generation of images of users with the collection of clothes).
4.6. In accordance with the Agreement, the Licensor transferred to the Licensee, and the Licensee accepted the rights to use the Object of intellectual property with the acceptance of the terms of privacy policy and user agreement posted on the Internet: https://virton.tech/en/privacy, https://virton.tech/en/terms и в объеме, предусмотренном Договором.
5.1. The Licensor warrants that the right to use the Intellectual Property Object granted (transferred) to the Licensee under the Contract belongs to the Licensor legally and at the time of conclusion of the Contract the Intellectual Property Object is free from any claims of third parties, both related to the Intellectual Property Object itself and related to the right granted under the Contract. The Licensor is entitled to grant (transfer) the right specified in the Agreement to the Licensee.
5.2. The Licensor will defend the Licensee against all claims of third parties with respect to the intellectual property of the Intellectual Property Object. In the event of such a claim, Licensee shall promptly inform Licensor of all claims brought by a third party and provide all necessary information relating to the dispute.
6.1. When implementing this Agreement, the Parties shall ensure confidentiality and security of personal data in accordance with the current version of the Federal Law dated 27.07.2006 No. 152-FZ “On Personal Data” and the Federal Law dated 27.07.2006 No. 149-FZ “On Information, Information Technologies and Information Protection”.
6.2. The Parties undertake not to disclose and take measures to protect against unauthorized access of third parties to information related to the subject matter of the Contract.
6.3. The Parties have agreed to consider the following information as confidential: user content. In this regard, the Parties undertake to take necessary measures to protect confidential information and not to disclose it to third parties without the prior written consent of the other Party.
6.4. The duty of confidentiality is perpetual.
6.5. Confidential information does not include information that:
6.5.1. Became known to the receiving Party after its transfer, and the receiving Party is not aware of the breach of obligations on non-disclosure of confidential information stipulated by the Contract, and it did not participate in the breach of these obligations.
6.5.2. Becomes publicly known at the time of transfer or thereafter and to which access has been made available by the transferring Party to third parties without restriction.
6.5.3. Has otherwise become publicly known through no fault or omission and not as a result of a breach of Contract.
6.5.4. Was transferred without an obligation of confidentiality, the transfer having been expressly authorized in advance in writing by the transferring Party.
6.6. If one of the Parties allows disclosure of confidential information, it shall compensate the other Party for the losses caused, including any real damage and lost profits.
6.7. Confidential information may be transferred by one of the Parties to public authorities on the grounds and in accordance with the procedure established by law, with immediate notification of the other Party.
7.1. The Licensor is not responsible for the failure of the Intellectual Property Object to meet the Licensee's expectations and/or for its subjective evaluation, such failure to meet the expectations and/or negative subjective evaluation shall not be grounds to consider the Agreement unfulfilled.
7.2. The Parties shall be liable for non-fulfillment or improper fulfillment of their obligations under the Contract in accordance with the Contract and the laws of the Russian Federation.
7.3. The Licensor is not responsible for malfunctions, errors and failures in the operation of the Intellectual Property Object, for interruptions in the provision of access to the Service, as well as for the temporary absence of the Licensee's access to the Intellectual Property Object, which occurred for reasons beyond the control of the Licensor or beyond its control, including if they were caused by objective circumstances related to: power failures; global outages in the Russian and international segments of the Internet; failures of routing systems.
7.4. The Party that fails to fulfill or improperly fulfills its obligations under the Contract shall be obliged to compensate the other Party for the losses caused by such non-fulfillment. The burden of proof of losses shall be on the injured Party.
7.5. If the Party that has violated the Contract has received income as a result thereof, the Party whose rights have been violated shall be entitled to claim compensation, along with other losses, for the lost profit in the amount not less than such income.
7.6. Termination of the Contract shall not release the Parties from liability for non-fulfillment/non-fulfillment of their obligations under the Contract.
7.7. Use of the Intellectual Property Object in a manner not provided for in the Agreement, or upon termination of the Agreement, or otherwise beyond the rights granted to the Licensee under the Agreement, shall entail liability for violation of the non-exclusive right to the Intellectual Property Object established by law and/or the Agreement.
8.1. The Contract may be terminated by agreement of the Parties, as well as unilaterally at the written request of one of the Parties on the grounds stipulated by the Contract and the law.
8.2. The Contract shall be unilaterally terminated only upon written request of the Parties within 30 (thirty) calendar days from the date of receipt of such request by the Party.
8.3. The use of the Intellectual Property Object by the Licensee after the termination of the Agreement is not allowed.
8.4. The Licensor shall have the right to unilaterally terminate the Agreement in cases of:
8.4.1. Conclusion of a sublicense agreement by the Licensee without the written consent of the Licensor.
8.4.2. Violation by the Licensee of the terms and methods of use of the granted rights under the Agreement.
8.5. The Licensee shall have the right to unilaterally terminate the Agreement in cases of:
8.5.1. If the Licensor refuses to transfer to the Licensee the right to use the Intellectual Property Object.
8.6. This contract shall be deemed to be signed, through the use of a simple electronic signature, and shall become effective upon registration on the website located at: https://virton.tech/en/register/
9.1. The claim procedure for pre-trial settlement of disputes from the Contract shall be obligatory for the Parties.
9.2. Claim letters shall be sent by the Parties by hand or by registered mail with notification of delivery to the addressee at the location of the Parties, as well as by e-mail, to the details specified in clause 12 of this Agreement.
9.3. Sending of claim letters by the Parties in any other way than specified in clause 9.2 of the Agreement is not allowed.
9.4. The term for consideration of the letter of claim shall be 10 calendar days from the date of receipt of the latter by the addressee.
9.5. Disputes from the Contract shall be settled in court in accordance with the law.
10.1. The Parties shall be released from liability for full or partial non-fulfillment of obligations under the Contract if the non-fulfillment of obligations was caused by force majeure, namely: fire, flood, earthquake, strike, war, actions of governmental authorities or other circumstances beyond the control of the Parties.
10.2. If any of such circumstances has directly caused a failure to fulfill obligations within the time limits set forth in the Contract, such time limits shall be proportionately extended for the duration of the relevant circumstances.
10.3. If these circumstances last for more than 1 (one) calendar month, each of the Parties shall be entitled to take the initiative to terminate the Contract due to impossibility of its fulfillment. In case the Parties decide to terminate the Contract on the above-mentioned grounds, none of the Parties will be entitled to compensation of possible losses.
10.4. The Party, which cannot fulfill its obligations under the Contract, shall timely, but not later than 5 calendar days after the occurrence of force majeure circumstances, notify the other Party in writing, with submission of substantiating documents issued by competent authorities.
10.5. Failure to notify or untimely notification of the occurrence of force majeure circumstances shall deprive the Party of the right to refer to any of the above-mentioned circumstances as a basis for exemption from liability for non-performance of obligations.
11.1 The Parties do not have any accompanying oral agreements. The content of the text of the Contract fully corresponds to the actual will of the Parties.
11.2. All correspondence on the subject matter of the Contract prior to its conclusion shall become null and void as of the date of conclusion of the Contract.
11.3. Upon termination of the Agreement, the Licensee undertakes to immediately stop using the Intellectual Property Object.
11.4. In case of termination of the Licensor's exclusive right to the Intellectual Property Object, the Agreement shall be terminated on the basis of Clause 4, Article 1235 of the Civil Code of the Russian Federation, of which the Licensor shall notify the Licensee within 10 (ten) calendar days from the date of occurrence of the grounds for such termination.
Neurosell, Llc.
Legal Address: 614066, Russia, Perm region, Perm, Cosmonauts Highway, building 111IK1, room. 29
Mail Address: 614066, Russia, Perm region, Perm, Cosmonauts Highway, building 111IK1, room. 29
TIN/KPP: 5948076137/594801001
OGRN: 1255900006966
Email: start@neurosell.top
CEO: Kokhanov M.K.