Place: Moscow
Version: December 10, 2020
This document is an official offer made by the Limited Liability Company Digital Petroleum to any person for the provision of a simple (non-exclusive) license to use the Platform under the terms of this License Agreement.
In accordance with clause 3 of Article 438 of the Civil Code of the Russian Federation, acceptance of an offer is tantamount to concluding an agreement on the terms set forth in the offer.
In view of the aforesaid, carefully read the text of this offer. If you do not agree with any clause of the offer, do not act towards accepting the offer.
Offer - this proposal containing all the essential terms of the Agreement that manifests the will of the Licensor to conclude the Agreement on the terms specified in this proposal with the person who accepted the Offer.
Licensor’s Website, Platform, System - an interactive innovative Digital Petroleum Platform designed to analyze an oil field data and construct a graph that shall reveal the long-term benefits of mineral exploration and extraction in the field. The Platform is located at https://petroleum.digital/, including the *petroleum.digital subdomains. The Platform is a collection of information, texts, graphic elements, design, images, photo and video materials (audiovisual works) and other intellectual property items, as well as application software contained within the information system that ensures the availability of such information on the Internet.
Calculations (Paid and Free-of-Charge) - Platform modules that are provided to the Licensee as part of the Platform’s operation in order to implement the functions and to use the Platform in accordance with this Agreement. The procedure and terms for the provision of paid Calculations are specified in this Agreement and/or Appendices to the Agreement. The Calculations make it possible to estimate the recovery factor based on the oil field data entered by the Licensee using a special algorithm, which is the Licensor’s know-how.
Acceptance of an Offer - the Licensee performs actions specified in this Offer, indicating their acceptance of the terms of the Offer in full, including those actions that fulfill the terms specified in this Offer.
Licensor, Right Holder - Digital Petroleum LLC
Legal Address: 3 Nobelya Str., Floor 2, Room 208, Territory of Skolkovo Innovation Center, Moscow, 121205
INN: 9731021267
KPP: 773101001
OGRN: 1197746001265
Telephone: +7 495 280 14-81 доб. 3512
e-mail: hi@petroleum.digital
Licensee, User - an entity (a private individual, individual entrepreneur, legal entity) that entered into this Agreement with the Licensor in written electronic form as a result of accepting the Offer and thereby received a non-exclusive license to use the Platform, and has been fulfilling their obligations under the Agreement in full.
Password - a sequence of characters known only to the Licensee, stored in the System in encrypted form and used in conjunction with a Username (login) to authenticate the Licensee.
Authentication - confirmation of eligibility for remotely accessing the System by the Licensee carried out using a Username (login) and a Password, or in any other way built into the Platform interface or additionally agreed upon by the Parties.
Authorized Access - access conditional on successful Authentication.
Profile, Account - account of the Licensee that contains information about the Licensee and has a set of Authorized access rights to the Platform.
Parties - collectively referred to as the parties to the Agreement - Licensor and Licensee.
Username (Login) - a sequence of characters that uniquely distinguishes (identifies) each individual Licensee from other users of the System.
Registration - the registration process in the System entails that the Licensee completes a form, fills out information about themselves, assigns a login (username) and a password, with which the Licensee will be able to sign in to their Profile in the System. All the information provided by the Licensee when concluding the Agreement must be accurate. The Licensor, in the event of doubt concerning the reliability of the data provided by the Licensee, has the right to request additional information and (or) request confirmation of the previously provided information during the entire duration of the Agreement. The request is submitted to the Licensee by e-mail specified during registration.
Simple (Non-Exclusive) License - non-exclusive, non-gratuitous or gratuitous right to use the System in the manner and in the ways specified in this Agreement.
Device - an electronic device belonging to the Licensee, on which it is possible to use the Platform for its intended functional purpose in accordance with the technical documentation for it.
Fee - the cost of a non-exclusive license that the Licensee pays in order to access the Platform’s Calculations. The provision of access to the Calculations to the Licensee is governed by the relevant sections of this Agreement, as well as by certain Appendices.
Territory - territory of the Russian Federation.
1.1. The Licensor shall provide the Licensee with a non-exclusive license to use the Platform by making it available on the Licensee’s Devices. Under this Agreement, a simple non-exclusive license to use the Platform, the Licensor’s own development, is transferred to the Licensee.
1.2. The Licensor is a participant of the Skolkovo project and grants the rights under this Agreement as part of commercialization of the results of their research and development in the field of “Strategic Computer Technologies and Software”.
1.3. The Licensee intending to access the Platform registers on the Platform and gains access to the Account. After the Licensee obtains access to the Account, the Licensor sends an Appendix to the Agreement to the Licensee detailing the procedure for granting access, validity period, number of licenses, and other essential terms.
1.4. The Licensee has the right to use the Platform in the following ways: to analyze their own data on the deposits and forecast mining efficiency in the oil field.
1.5. The proper unequivocal Acceptance of this Offer in accordance with Article 438 of the Civil Code of the Russian Federation is registration of the Licensee in the System or any use of functions available without Registration.
1.6. A non-exclusive license is granted for the period specified in the Appendices to the Agreement.
1.7. The Licensee agrees that no software is devoid of errors. The Platform is provided with functions standard for all partners on the generally accepted in global practice principle “as is”. The Licensor does not provide any guarantees, express or implied, that the Platform will meet the requirements or expectations of the Licensee, will comply with the goals and objectives of the Licensee.
2.1. The Fee amount is determined by the Parties on a case-by-case basis in the Appendices to the Agreement.
2.2. During Registration, the Licensee specifies the desired form of payment. After the Licensee obtains access to the Account, the Licensor forwards the Appendix to the Agreement to the Licensee detailing the fee amount and payment procedure.
2.3. The fact that the Fee has been paid confirms that the Appendix to the Agreement has been signed and that the Licensee is in complete agreement with its terms. Fee payment (including partial) constitutes a complete and unequivocal acceptance of the Offer.
2.4. The Fee is VAT exempt because the Licensor is a participant of the Skolkovo Innovation Center project and in accordance with Art. 145.1. of the Tax Code of the Russian Federation.
2.5. The Fee is paid in the form of an advance non-cash payment based on an invoice from the Licensor or through a payment system, the link to which is provided to the Licensee by e-mail.
2.6. The Licensee’s obligation to pay is considered to be fulfilled from the moment the funds are credited to the Licensor’s operating account. The Licensee has the right to speed up this process by providing the Licensor with a copy of the payment order or a receipt from the payment system.
2.7. No refunds are issued on the provided licenses. It is deemed that the Licensor has fulfilled their obligations at the time when access to the Platform has been granted.
2.8. No acts are signed by the parties.
3.1. The Licensor shall
3.1.1. After the Licensee fulfills their payment obligations, grant the Licensee the right to access the System.
3.1.2. Provide the Licensee, who is duly fulfilling their obligations, the opportunity to use the System in accordance with the terms of this Agreement, with the exception of the maintenance period and the service period to correct the identified errors in the System.
3.1.3. Provide technical and information support in the matters of Platform operation on business days from 09:00 to 18:00 (Moscow time) during the entire duration of this Agreement. All IT support questions shall be directed to the e-mail address: hi@petroleum.digital. The response time depends on the workload of the Licensor’s specialists.
3.1.4. If errors/defects are found in the engineering aspect of the Website and they were made by the Licensor or through the fault of the Licensor, eliminate the detected errors/defects on their own and at their own expense.
3.1.5. Provide the Licensee, upon request, with information regarding the operation of the Website.
3.2. The Licensor has the right to:
3.2.1. Request from the Licensee all the necessary information, documents, etc. for the proper fulfillment of obligations under this Agreement.
3.2.2. Unilaterally change the amount of the license fee without prior approval and notification of the Licensee. The new fee amount is sent by e-mail or published on the Licensor’s website (at the discretion of the Licensor). The fee amount that has already been paid is not subject to change. It is considered that the Licensee has accepted these changes if they continue to use the System.
3.2.3. Make changes to this Agreement unilaterally without notifying the Licensee. It is deemed that the Licensee has accepted the new terms in full if they continue to use the System.
3.2.4. Suspend System operations to carry out the necessary scheduled service maintenance and repair work on the technical resources of the Licensor, as well as non-routine works in emergency situations. The Licensor is not responsible for interruptions of Website access and use associated with replacement of equipment, software or performance of other types of work caused by the need to maintain the operability and development of the Licensor’s technical equipment, provided that the Licensee gets notified about the mentioned outage periods.
3.2.5. Disrupt the operation of the Website, if it was caused, among other things, by an inability to use the information channels that are not the Licensor’s own resources, or the action and/or inaction of third parties, if this directly affects System operations, including in an emergency. The Licensor does not bear any responsibility to the Licensee and does not reimburse the Licensee for any losses and/or lost profits, including those incurred by the Licensee and/or third parties due to disclosure, loss by the Licensee or theft of their credentials/registration data, as well as the resulting or potential losses of the Licensee due to delays, interruptions in work and the impossibility of full use of resources that arose for the above-mentioned reasons.
3.2.6. The Licensor has the right to update the content, functionality of the Website at any time at their sole discretion. At the same time, the Licensor will take all reasonable measures to work on such an update outside of working hours, on weekends and/or holidays, in order to avoid interruptions in the Website operation.
3.2.7. In case of termination of the Agreement or expiration of its validity, the Licensor has the right at any time without warning and approval of the Licensee to delete all data provided by them on the Website without the possibility of their restoration. The Licensor is released from any obligations related to the Licensee’s data.
3.2.8. The Licensor has the right to delete the Licensee’s Account without paying the compensation and without refunding the fee if the Licensee violates the terms of this Agreement or the legislation of the Russian Federation.
3.3. The Licensee shall:
3.3.1. Pay the license fee on time and in full.
3.3.2. Provide complete, accurate and true information regarding this Agreement and the procedure for its execution (including all the data required for registration) in a timely fashion.
3.3.3. Not upload, publish, and distribute any materials and information that defame third parties, as well as otherwise violate the current legislation of the Russian Federation.
3.3.4. Independently monitor all changes in the terms of this Agreement by reviewing their content.
3.3.5. Familiarize themselves with a new version of the Agreement. Continued use of the Website and the Licensee’s Profile shall mean acceptance of the terms of the new version of the Agreement. If the Licensee does not agree with the terms of the new version of the Agreement, they shall stop using the System.
3.3.6. Not disclose or transfer to third parties their credentials, which are used by the Licensee to log into the website.
3.3.7. Use the System only within the limits of the rights and in the ways that are provided for by this Agreement.
3.3.8. Not conclude sublicense agreements (contracts) in accordance with Article 1238 of the Civil Code of the Russian Federation in relation to the System or the Content of the Licensor or other Right Holders that post their materials in the System.
3.3.9. Provide reliable information about themselves by completing the Registration procedure.
3.3.10. Not violate the exclusive (copyright) and non-exclusive rights and other legitimate interests of the Licensor and their partners, copy or transfer to third parties any significant part of the website content.
3.3.11. For their part, through their own efforts ensure the technical capability for using the Platform, such as Internet access, availability of software compatible with the transfer of information via the http protocol and other necessary means.
3.4. The Licensee has the right to:
3.4.1. The parties have hereby established that the Licensee is released from the obligation to provide the Licensor with a report on the use of the Platform.
3.4.2. Receive technical support in the matters related to the Website operation throughout the entire duration of this Agreement (from the moment of its conclusion).
3.5. The Licensor is not responsible for the Licensee’s failure to use the Platform after providing access to it.
4.1. This Agreement enters into force from the moment of its Acceptance by the Licensee and terminates after the Parties fulfill their mutual obligations.
4.2. The Licensor has the right to make changes to the Agreement at any time by posting a new version of the Agreement on the Website. Fee payment, as well as any use of the Platform, confirms the Licensee’s consent to the new version of the Agreement.
5.1. The force majeure circumstances, recognized by law as such, making it impossible for any of the Parties to execute this Agreement, may serve as grounds for releasing the Parties from liability.
5.2. The Party, referring to the force majeure circumstances, shall immediately inform the other Party about the commencement of such circumstances in writing. If the aforementioned circumstances last more than six months, then either Party has the right to terminate this Agreement unilaterally, notifying the other Party about it one month before the day of Agreement termination.
6.1. By using the Platform, the Licensee acknowledges and agrees that all the Platform content and the structure of the Platform content are protected by copyright, trademark rights and other intellectual property rights, and that the specified rights are valid and protected in all forms, on all media and for all technologies, those that currently exist and those developed or created at a later date. No rights to any content of the materials and the Platform owned by the Licensor and their partners, including, but not limited to, audiovisual works, text and graphic materials, application software, trademarks are transferred to the Licensee as a result of using the Platform and concluding the Agreement.
6.2. The Licensee is prohibited from copying, modifying, changing, deleting, supplementing, publishing, transferring any information (including parts and components of classes, libraries of courses, training programs, articles) received on the Platform, unless such function is expressly provided for by the Agreement of the Parties.
6.3. The Licensee is prohibited to:
6.4. When citing the Platform materials, if it is directly provided for by the Platform functions, the Customer shall provide a link to the Platform.
7.1. In accordance with Part 2 of Article 9 of the Federal Law dd. 06.04.2011 No. 63-FZ “On Electronic Signature”, the Parties came to an agreement on the equivalence of information in electronic form signed with a simple electronic digital signature to a paper document signed with a handwritten signature of the person in charge or any other authorized representative of the Party provided that the Parties fulfill the terms of the Agreement. A simple electronic signature is understood to be an electronic signature, which, by using a simple electronic signature key (hereinafter referred to as the key), confirms the fact that an electronic signature was created by an authorized representative of the Party. The key is a combination of 2 elements - key ID and password. The ID is the login of a person in charge or any other authorized administrative official of the Party in the Information System, and the key password is a unique sequence unknown to third parties, the password for gaining access to the Information System.
7.2. An information system means software that allows the Parties to hold correspondence via telecommunication networks using e-mail.
7.3. According to the Agreement, the following documents can be signed by a simple electronic signature:
7.4. Electronic signature verification procedure: a document is considered signed with a simple electronic signature of the Party if the following conditions are met: the document is drawn up in the form of a photocopy of a document in print format, signed with a handwritten signature of a person in charge or any other authorized administrative official of the Party and enclosed as an attachment to an e-mail message sent from the address specified in the “Addresses and Details of the Parties to This Agreement” section. In this case, the text of the document, the signatures of authorized persons and the seal imprint (if there is a seal) must be clearly distinguishable on the photocopy. The photocopy must contain all the mandatory details of the document provided for in Art. 9 of the Federal Law dd. 06.12.2011 No. 402-FZ “On Accounting”.
7.5. The official communication channels for the transfer of documents and (or) information are:
7.6. The Licensee’s e-mail is recognized as an official communication channel if:
7.7. The Licensor’s e-mail is recognized as an official communication channel if the e-mail has the following address hi@petroleum.digital.
7.8. Applications, letters, files, including those containing the results of services, sent via the Internet by e-mail, are recognized by the Parties in court as written evidence. When presenting them as evidence, it is enough to submit a printed e-mail message, a file certified by a signature of an authorized person and a seal of the presenting Party.
8.1. By accepting the Offer the Licensee gives their consent for the Licensor to collect, process and transfer to third parties the personal data of the Licensee, their employees and counterparties in order to fulfill the terms of the Agreement.
8.2. The Licensee, executing the Acceptance of the Offer, confirms that they have received the consent of the employees and counterparties to collect, process and transfer to third parties their personal data using the Service.
8.3. The Licensee shall, upon the Licensor’s request, provide evidence of the fact that they obtained the consent of the Licensee’s employees and counterparties in accordance with the terms of this section. In the event that the Licensee does not prove that they obtained such consent, they shall at their own expense settle all claims of state authorities and other persons brought against the Licensor, as well as reimburse the Licensor for any losses and expenses incurred by them as a result of absence of this consent.
9.1. The relations between the Parties not specified in this Agreement are governed by the current legislation of the Russian Federation.
9.2. All disputes arising from the execution and termination of this Agreement shall be resolved through negotiations, or in court at the Licensor’s location. When one of the Parties is outside Russia, disputes are considered on the territory of the Russian Federation, at the Licensor’s location.
9.3. The offer is drawn up in Russian and English.
Digital Petroleum LLC
Legal Address: 3 Nobelya Str., Floor 2, Room 208, Territory of Skolkovo Innovation Center, Moscow, 121205
OGRN 1197746001265
INN 9731021267
KPP 773101001
Operating Account 40702810738000119943
Bank name SBERBANK PJSC
Correspondent Account 30101810400000000225
BIC 044525225