Public Offer

License Agreement: This license agreement applies to the CardEx Computer Program. Document version: 1.0 dated April 4, 2023.

1. Terms and definitions

Basic definitions used in this agreement:

Licensor - CardEx Business Cards OÜ (private limited company, registry code 16081093, address: harju maakond, Tallinn, Kesklinna linnaosa, Vesivärava tn 50-212, 10152).

Licensee - any natural or legal person who has the right to use the Program for its own benefit.

Program - CardEx computer program, which is an objectively represented set of data and commands, including source code, database, audio-visual works included by the Licensor in the composition of the specified computer program, as well as any documentation on its use. The program is a system enabling the creation of digital business cards through a web version, mobile application or a corporate private office, with the possibility of linking accessories with an NFC tag or a QR code.

Website - the Licensor's website located on the Internet at: www.cardex.cc.

Authentication data - a unique login (e-mail address) of the Licensee used for access to the Program.

Authorization - the process of analysis on the Licensor's server of the Authentication data entered by the Licensee, the results of which determine whether the Licensee has the right to obtain a non-exclusive right to use the Program.

Authorized User - a user - an individual registered by the Licensee in the Program and authorized in the Program at least once.

Account - an information resource, which is an aggregate of data from one copy of the Program with a unique identifier by means of which the Program objects are grouped for their joint display and use.

Account data - Licensee's email address, last name and first name.

Account - a record in the Licensor's system (login) storing data allowing to identify and authorize the Licensee and Authorized Users.

License - transfer of the right to use the Program by one Authorized User. May include creation of one to ten digital business cards for one Authorized User depending on the license type.

2. Subject matter of the agreement

2.1. The Licensor gives the Licensee under the terms of this Agreement a nonexclusive right to use the Software within its functionality by reproducing the Software (connecting to the Software via the Internet), exclusively for independent use with the Licensor's right to license other persons, and the Licensee undertakes the obligation to pay the Licensor remuneration and fulfill the other terms of this Agreement.

2.2. This Agreement is concluded at the moment of the first launch of the Program and/or at the moment of the money receipt on the Licensor's bank account, whichever is earlier, and is valid within the period of the Licensee's non-exclusive right to it, provided that the Licensee duly observes the terms of this Agreement.

2.3. a precondition for the conclusion of this Agreement is the Licensee's technical capability to use the Software, namely: use of Android operating systems, version 7.0 and above or iOS, version 12.0 and above, screen diagonal of 4 inches or more, 3G\4G network support; web browsers of your choice: Google Chrome, Mozilla, Safari, Microsoft Edge.

2.4. By signing this Agreement, the Licensee is deemed to have read and accepted fully and unconditionally the terms of the Agreement, as well as the Privacy Policy available at: www.cardex.cc, and the CardEx Platform Terms of Use Agreement available at: www.cardex.cc.

2.5. Licensor grants Licensee a non-exclusive right to use the Program without territorial restriction in the manner and under the terms stipulated by the applicable laws of the European Union (EU).

3. Property rights

3.1. All rights in the Program (including but not limited to rights in other works of copyright included in the Program) are governed by and protected by the applicable intellectual property laws and international laws.

3.2. The Licensor warrants that it has all the rights necessary to grant the Licensee those rights under this Agreement.

3.3. Licensor does not grant any rights other than by explicit and explicit statement about it.

4. Terms of Use of the Program and the procedure of its provision

4.1. The Licensor grants the Licensee the right to use the Software solely for the Licensee's business operations. The Licensee agrees to use the Software only for the purposes and in ways which are consistent with the terms of this Agreement.

4.2. The Licensee gets access to the Program after completing the registration procedure, as a result of which a unique Account and Account will be created for the Licensee. The Licensee adds Authorized Users on his own by creating accounts for them and providing access to an Account. The number of Authorized Users within an Account is determined by the number of licenses purchased.

4.3. In case the information posted in the Program by the Licensee or the Authorized User violates the applicable law, the Licensor has the right to block and/or delete the Licensee's account, depriving the latter of the right to use the Program.

4.4. At the moment of registration, the Licensee independently chooses a Login (email address) for accessing the Account.

4.5. By selecting the Login (email address) to access the Account, the Licensee or the Authorized User independently protects the email from unauthorized access by third parties.

4.6. All actions within or with the use of the Software under the Licensee's Account are considered to be performed by the Licensee himself, except for cases, which take place after the Licensor receives a notice from the Licensee about unauthorized use of the Software under the Licensee's Account or about any violation (suspicion of violation) of his email password privacy, sent in the order, stipulated by this Agreement. Licensee assumes responsibility for all actions/inactions (as well as their consequences) performed under his Account in the course of using the Program, including cases of voluntary transfer to third parties or failure to maintain confidentiality of data for access to his Account to third parties under any conditions (including under contracts or agreements).

4.7. In case of unauthorized access to the Program using the Licensee's Account and/or any breach (suspicion of breach) of confidentiality of his e-mail password, the Licensee must immediately notify the Licensor by sending a notice to: help@cardex.cc. The Licensor shall not be responsible for the possible loss of data, as well as other consequences of any nature that may occur due to the Licensee's violation of the provisions of this clause of the Agreement.

4.8. The Licensee independently installs the Software on a smartphone or tablet and provides access to the Internet at his own expense to the device on which the Software is installed.

4.9. In case of failures of the Software operation, not related to the quality of connection to the Internet and/or the performance of the device on which the Software is installed, the Licensee sends a request to the Licensor in electronic form to the address: www.cardex.cc.

4.10. The Licensee is not provided with the possibility and right to modify the Software.

4.11. The Licensee guarantees that he has all necessary rights for all data, computer programs or services, which are used by him in connection with using the Program, and that such actions do not violate the rights of third parties.

4.12. The Licensee may not use the Program by any means other than those specified in this Agreement, or copy, sell and resell it and access to it, unless the Licensee has obtained such permission from the Licensor.

4.13. It is forbidden to create digital business cards for more than one user within one license.

5. Remuneration and settlement procedure

5.1. The amount of remuneration is determined depending on the license type (plan) selected by the Licensee. The list of plans is posted on the Licensor's website at: www.cardex.cc.

5.2. The Licensor has the right to unilaterally change the types of licenses (plans) at any time, by posting new plans on the Licensor's Website. The validity period of the plan (license) in unchanged form is determined by the paid period.

5.3. All payments under this Agreement shall be made by cashless payment by debiting the Licensor from the Licensee's bank card or by cashless transfer from the Licensee's bank account, depending on the method chosen by the Licensee. The remuneration shall be paid by the Licensee on a prepayment basis in the amount of 100% in accordance with the Licensor's plans.

5.4. The moment of fulfillment of the Licensee's obligation to pay the remuneration is the moment of crediting the funds to the correspondent account of the Licensor's bank.

5.5. Expenses, including bank commissions, on the transfer of funds under this Agreement shall be borne by the Licensee.

5.6. In case of withdrawal of the non-exclusive right to use the Program, the Licensee is obliged to notify the Licensor not later than ten (10) calendar days before the planned date of termination of the Agreement by sending an application in electronic form to the address: help@cardex.cc.

5.7. The Licensor does not return the money paid under this Agreement to the Licensee in case the Licensee could not use the Program due to his own fault, including due to the violation of this Agreement.

5.8. In case the Licensee could not use the Software due to its non-operability, not related to the actions/inaction of the Licensee, the paid period may be extended by the period during which the Software was not working. To do this, the Licensee must send a corresponding application to: help@cardex.cc.

5.9. In case of early termination of the Agreement on the initiative of the Licensor the amount of the prepayment is returned to the Licensee in proportion to the unused period of the Licenses purchased upon the request of the Licensee to the address: help@cardex.cc. In case of early termination of the Agreement on the initiative of the Licensee, the amount of the prepayment made shall not be refunded.

5.10. In case of premature termination of this Agreement by Licensor on the grounds stipulated by Clause 9.4 of the Agreement, the remuneration paid to the Licensee shall not be returned and shall be withheld by the Licensor as a penalty for early termination of the Agreement due to improper performance of the obligations by the Licensee.

6. Rights and obligations of the parties

6.1. Licensor is obliged:

6.1.1. Provide the right to use the Program 24 hours a day, 7 days a week, except the time of the preventive measures, which is not more than 24 hours a month, and the cases, stipulated in this Agreement.

6.1.2. Provide information about using the Program by email and/or on the Licensor's website. The Licensee may send questions about the usage of the Program by email to: help@cardex.cc.

6.1.3. To fix possible failures during the operation of the Program on the basis of the Licensee's application, sent electronically to the address: help@cardex.cc, within the following terms

- within 4 business hours: errors in which the Program fails to work;

- within 8 business hours: errors in which the Software is generally operable, but one (or several) of its functions is not performed, or is performed with limitations;

- 5 working days: errors in which the Program as a whole is operable, but one (or several) of its functions is completely non-executable or executable with limitations, and for this function there is a way to obtain a similar result by another method.

6.1.4. Take all reasonable precautions to respect the confidentiality of Licensee's information in accordance with the Privacy Policy, available at www.cardex.cc. Backing up the Licensee's data in order to prevent the loss of information is not a violation of the confidentiality of the Licensee's information.

6.2. Licensor has the right to:

6.2.1. Suspend the operation of the Program for scheduled preventive and repair work on the technical resources of the Licensor, as well as unscheduled work in emergency situations.

6.2.2. Release new releases and versions of the Software, update its content, functionality, user interface at any time without prior agreement with the Licensee.

6.2.3. If necessary, to engage third parties to provide the Program operation.

6.2.4. To request from the Licensee the information concerning the Account data, hardware specifications and other information necessary to provide the technical support.

6.2.5. In case the information placed in the Program by the Licensee or the Authorized User violates the applicable law, block and/or delete the Licensee's Account, depriving the latter of the right to use the Program.

6.2.6. Unilaterally terminate the Agreement out of court in case of breach of payment terms by the Licensee, or on other grounds stipulated by this Agreement and applicable laws.

6.2.7. Upon expiry of 3 (three) calendar months from the moment of termination or cancellation of the Agreement delete all the Licensee's data from the Program without possibility of recovery.

6.2.8. With Licensee's written consent, sent by e-mail, place a review about the use of the Program, agreed with Licensee, with brief information about Licensee (brand name, website address in the Internet, logo, sphere of activity, cities and countries where the Licensee provides services) on its Website and/or in promotional materials.

6.2.9. Refer to the Licensee as a user of the Program in any form and on any media (including the Website and/or promotional materials of the Licensor).

6.2.10. Unilaterally amend this Agreement and the plans by publishing new editions, which take effect upon their publication on the Website.

6.2.11. Carry out anonymous, anonymous processing of the data transmitted by the Licensee and processed in the Program for statistical purposes. The Licensor has the right to publish on the Internet and other sources of information the statistics on the use of the Program, without disclosing the data of the Licensee.

6.3. Licensee shall:

6.3.1. To make timely and full payment of remuneration under the Agreement in accordance with the terms of the Agreement.

6.3.2. Not to disclose the Credentials. The Licensee shall be fully responsible for the actions and/or omissions resulting in the disclosure, loss, theft, etc. of his Credentials and other information identifying the Licensee, as well as for any actions and/or omissions of third parties using the Licensee's Credentials. The Licensor shall not be liable for the aforementioned actions of the Licensee and/or third parties using the Licensee's Credentials.

6.3.3. In the event that the action/inaction of the Licensee has been the basis for claims, actions of third parties and/or orders to pay penalties from the state authorities in connection with a violation of third party rights and/or legislation, the Licensor shall immediately, upon request, provide the Licensor with all the requested information concerning the placement and content of the materials used in the Program, assist the Licensor in settling such claims and actions, and compensate all losses caused to the Licensee by

6.4. Licensee has the right to:

6.4.1. Contact the Licensor with questions and for explanations about the work of the Program, by sending an electronic request to: help@cardex.cc.

6.4.2. Perform any actions related to the Program operation in accordance with its purpose.

7. Liability of the parties

7.1. For non-performance or improper performance of their obligations under the Agreement, the parties shall be liable in accordance with the current EU legislation, the applicable laws of the EU member state.

7.2. The Licensee agrees that in order to work with the Software the Licensee must use software (web browsers, operating systems and others) and equipment (personal computers, smartphones, network equipment and others) produced and provided by third parties, and the Licensor cannot be responsible for the quality of their work.

7.3. If the proper execution of this Agreement by the parties is impossible for objective reasons which the parties could not foresee or prevent (force majeure), such as: natural disasters, changes in the current legislation, actions of state bodies, military actions of all kinds, etc., neither party has the right to demand from the other party compensation for the losses caused by improper execution or non-execution of this Agreement.

7.4. The Licensor guarantees that the use of the Software in accordance with this Agreement does not violate any rights of third parties and the current legislation and will compensate the Licensee all documented losses in case this guarantee is unreliable.

7.5. The Software is provided to the Licensee "as is", in accordance with the internationally accepted principle. The Licensor is not responsible for the inconsistency of the Software with the Licensee's subjective expectations and beliefs about the Software and the results of its use.

7.6. The use of the Program in a way that is not stipulated in this Agreement, or upon the termination of this Agreement, or otherwise beyond the rights granted to the Licensee under this Agreement, entails the liability of the Licensee for the violation of the exclusive right to the result of the intellectual activity, established by the applicable law.

7.7. The Parties make maximum efforts to eliminate the arising disagreements by means of negotiations. In case of impossibility to settle the disputes amicably, the disputes shall be resolved in court at the location of the Licensor in accordance with the norms of the applicable law.

8. Personal data

8.1. The processing of the personal data (personal information) of the Authorized Users, access to which is obtained by the Licensor in the performance of this Agreement, is regulated by the Privacy Policy, available at www.cardex.cc.

8.2. By accepting the terms of this Agreement, the Licensee - an individual, acting freely, willingly and in his own interest, expresses consent to the provision of his personal data and their processing, and the Licensee - a legal entity guarantees the existence of written consents of the Authorized Users to the processing of their personal data in accordance with the terms of the Agreement and the Privacy Policy.

9. Term of validity and procedure of termination of the Agreement

9.1. This Agreement comes into effect at the moment of the first launch of the Program and/or at the moment of the money receipt on the Licensor's account, whichever comes first.

9.2. This Agreement is concluded for an indefinite term.

The term of Licenses use is determined by the period paid by the Licensee in accordance with the selected type of licenses (plan).

9.3. This Agreement may be terminated at any time by mutual agreement of the parties, or at the initiative of either party by sending the other party a notice of withdrawal from the Agreement in accordance with clause 9.5. Agreement.

9.4. The Licensor has the right at any time to withdraw from the Agreement in whole or in part unilaterally out-of-court in the event that the Licensee:

9.4.1. Violates the terms and procedure of using the Program provided by this Agreement.

9.4.2. Fails to pay the remuneration to Licensor in the amount and/or terms specified in the Agreement.

9.4.3. Commits other violations of his obligations under the Agreement or applicable law. 9.5.

9.5. In case of withdrawal from the Agreement by a party, the Agreement shall be considered as terminated in ten (10) days from the date of sending to the other party an email notification of such withdrawal.

10. Other terms and conditions

10.1. In all other matters not provided for in this Agreement, the parties shall be governed by applicable EU law, the applicable law of a Member State.

10.2. Correspondence in connection with the execution of this Agreement using electronic means of communication shall be legally binding.