May 10, 2024
This public offer agreement («Agreement») is made by Cronex OÜ, with company code 16298148, registered at Harju maakond, Tallinn, Kesklinna linnaosa, Maakri tn 19/1, 10145, represented by the director Oleksandr Vetluhin, in accordance with the legislation of the Republic of Estonia, hereinafter referred to as the «Contractor», on the one hand, and any natural person, natural person-entrepreneur, individual entrepreneur, or legal entity registered and operating in accordance with the legislation of any country, who responds and has the necessary legal capacity, hereinafter referred to as the «Customer», on the other hand, for the provision of software subscription services by Cronex OÜ to the Customer, as listed on the website https://cronex.solutions (the «Services»), under the following terms and conditions.
1.1. This document is public and is governed by the Law of Obligations Act and the applicable legislation of the Republic of Estonia. By placing the text of this Agreement on the Internet via the following link: https://cronex.solutions/offer, it constitutes a public offer to conclude the Agreement on the terms and conditions set forth herein.
1.2. Acceptance of the Offer by the Customer is only possible in its entirety. Only in this case shall the Contract for Reimbursable Information and Consulting Services Provision (hereinafter referred to as the «Agreement») be concluded between the Contractor and the Customer (hereinafter collectively referred to as the «Parties»). Partial acceptance of the Offer or acceptance with modifications is not permitted. The Agreement between the Parties shall be deemed concluded upon the Customer's acceptance of the Offer. Acceptance of the Offer constitutes the conclusion of the Contract.
1.3. Pursuant to Article 9 of the Law of Obligations Act of Estonia, a contract is entered into by an offer being made and accepted if it is sufficiently clear that the parties have reached an agreement. The following actions shall be considered acceptance of this public offer agreement: the registration of the Customer on the Contractor's website and the registration of the Contractor's services order on the Contractor's website https://cronex.solutions/; payment for the Contractor's services in accordance with the terms and conditions specified in this Agreement and through the corresponding page of the Contractor's Site https://cronex.solutions.
1.4. The written text of the Agreement may be provided upon request of the Customer and can also be printed by the Customer.
1.5. By accepting this Agreement, the Customer confirms that they have fully and properly acquainted themselves with all its provisions and have accepted them of their own free will without coercion.
1.6. Each Party guarantees to the other Party that it has the necessary legal capacity and the rights and powers essential and sufficient to conclude and execute the Agreement in accordance with its terms.
1.7. If the Customers do not agree with the terms of the Agreement, they are not entitled to enter into this Agreement and do not have the right to use the Services under this Agreement.
2.1. Acceptance - the full and unconditional consent provided by the Customer to conclude this agreement in full, without the need for signing a written copy of the Agreement by the Parties, as specified in the Public Offer Agreement.
2.2. Confidential Information - any information disclosed by one party to the other party that is marked as confidential or that should reasonably be considered confidential based on the nature of the information and the circumstances of disclosure.
2.3. Contractor - Cronex OÜ, a company registered in Estonia with company code 16298148, registered at Harju maakond, Tallinn, Kesklinna linnaosa, Maakri tn 19/1, 10145.
2.4. Customer - any natural person, natural person-entrepreneur, individual entrepreneur, or legal entity registered and operating in accordance with the legislation of any country, who responds and has the necessary legal capacity to conclude the Agreement and has performed the actions required by this Offer Agreement.
2.5. Data Protection Laws - all laws, rules, regulations, decrees, or other enactments, orders, mandates, or resolutions concerning privacy, data security, and data protection. This includes any implementing, derivative, or related legislation, rule, and regulation, as well as any applicable industry self-regulatory programs related to the collection, use, disclosure, and security of Personal Information. This encompasses the EU General Data Protection Legislation (GDPR), also known as Regulation (EU) 2016/679 of the European Parliament, along with any amendments, extensions, repeals, replacements, or re-enactments of such laws.
2.6. Force Majeure - any event beyond the reasonable control of a party, including but not limited to natural disasters, acts of war, or government regulations, that prevents or delays the party from performing its obligations under the Agreement.
2.7. Governing Law - the Agreement is governed by the laws of Estonia, and the parties submit to the exclusive jurisdiction of the courts in Estonia.
2.8. Payment Terms - the terms and conditions for payment of the Services by the Customer, as specified in the Agreement.
2.9. Public Offer Agreement - public agreement, a sample of which is posted on the website https://cronex.solutions, governing the provision of Services by the Contractor to the Customer.
2.10. Services - the software subscription services provided by the Contractor to the Customer, with a detailed description available on the Contractor's website at the link https://cronex.solutions.
2.11. Site - the website https://cronex.solutions, where the software is hosted and through which the Contractor provides Services to the Customer in accordance with the Agreement. All property rights to the site belong to the Contractor.
2.12. Software - the online software applications owned or licensed by the Contractor, including all standard upgrades and updates that the Contractor generally implements for all subscribers as part of the Services.
2.13. Subscription - the subscriptions acquired by the Customer under an Order for the Customer's use of the Software and Support Services in accordance with the Agreement.
2.14. Subscription Fees - the fees payable for the Software as specified in an Order.
2.15. Subscription Period - the duration for which the Customer has subscribed to the Services, as specified in the Agreement.
2.16. Support Services - the customer support services provided by the Contractor to assist the Customer in using the Services.
2.17. User Data - any data, including personal data, provided by the Customer or collected by the Contractor in connection with the use of the Services.
3.1. The Contractor agrees to provide the Customer with software subscription services in accordance with the specific plan selected by the Customer. These services will be provided in accordance with the terms and conditions set forth in this Agreement. In turn, the Client agrees to accept and pay for the services provided under the conditions set forth in this Agreement.
3.2. The parties confirm the legitimacy of this Agreement by verifying that it is not a fictitious agreement, nor was it entered into by coercion or deception.
3.3. The contractor confirms the legal right to engage in activities related to information technology and computer programming, ensuring compliance with all relevant laws and regulations of Estonia.
4.1. Ownership and Usage Rights: The Contractor retains exclusive ownership of all rights, including Proprietary Rights, in the Software and Documentation. Customer is granted a non-exclusive, non-transferable, revocable right to use the Software for the Subscription Term for Customers’ and Affiliates’ internal purposes. This excludes any analysis of third-party data and prohibits the use of the Software for other companies or organizations. Customers are responsible for ensuring that all Users and Affiliates are aware of and comply with the terms of the Agreement applicable to Customer use of the Software.
4.2. Subscription Limitation: The Customer's subscription is limited according to the plan (Individual\Business) specified in the applicable Order. Any additional usage beyond the subscribed plan may require an upgrade or additional fees as per the Agreement.
4.3. Backup and Archiving: Any additional copies of the Software and other materials made available to the Customer by the Contractor are for internal backup or archiving purposes only. The Customer must treat the Software and provided materials as Confidential Information and take all necessary measures to prevent third-party access. Any reproduction or distribution of the Software and materials beyond what is expressly permitted by the Agreement is prohibited.
4.4. Usage Restrictions: The Customer has no right to (i) copy, translate, or modify the Software, except for copying the Documentation and accompanying materials reasonably required for internal purposes; (ii) use the Software for illegal activities or in breach of applicable laws, including the transfer of illegal data; (iii) disassemble, reverse engineer, decompile, or circumvent the Software's functionalities, performance, or security; (iv) use the Software to build a competitive product or service; or (v) determine whether the Software is within the scope of any patent.
4.5. Liability for Unauthorized Use: The Customer is liable for any damages incurred due to the unauthorized use of the Software, source code, or other materials provided by the Contractor. This includes damages from continued use of the Software outside the Subscription Term and provision of the Software, source code, or other materials to unauthorized third parties. The Customer shall indemnify and hold harmless the Contractor from any claims arising out of such unauthorized use.
4.6. Audit Rights: Contractor reserves the right to audit Customer's use of the Software within the confines of Customer's Subscription at Contractor's expense, providing Customer with a written notice at least seven (7) days in advance. Contractor may engage a qualified third party, who will be required to maintain confidentiality, to conduct the audit. Customer must maintain accurate and complete records to enable an accurate evaluation of Customer's compliance with the Subscription. Customer assures that all access rights, documents, information, materials, employees, and other necessary information will be promptly provided to Contractor in advance and without charge to facilitate the audit. If the audit reveals that Customer has used the Software beyond the scope of the Subscription, Customer agrees to pay all applicable Subscription Fees for such excess usage as per Contractor's current pricing, along with the costs of the audit, within thirty (30) days of receiving notice from Contractor. Contractor's acceptance of any payment does not waive any other rights or remedies available to Contractor under these Terms, the Order, or applicable law.
5.1. The Customer places an order for the service on the page https://cronex.solutions/, selecting the appropriate plan and service. Once the order is submitted, the customer's payment information is processed securely through the Contractor website.
5.2. The Customer fills out the form and selects a preferred payment method. The Contractor's managers will then send an invoice to the Customer's email for processing. The invoice will include detailed instructions on how to complete the payment, including the cryptocurrency wallet address to which the payment should be sent.
5.3. Once the payment is completed, the Contractor will contact the Customer by email to provide assistance in installing CRM for the service. The Contractor's support team will guide the Customer through the installation process step-by-step, ensuring a seamless experience.
5.4. The Customer pays for the Contractor’s Services on the basis of this Agreement in cryptocurrency, as specified in the payment instructions provided.
5.5. The date of payment for services is the time when the funds are successfully credited to the Contractor's account. Once the payment is confirmed, the Contractor will proceed with providing the services as outlined in the Agreement.
5.5. The Customer is responsible for independently and at their own expense paying for any third-party services necessary to receive the Contractor’s services under this Agreement (e.g., Internet access services). The Customer should budget accordingly and ensure that they have the necessary resources to cover these additional costs.
5.6. The Customer's use of a subscription is considered one of the forms of Acceptance of this Agreement. By subscribing to the Contractor's services, the Customer agrees to abide by the terms and conditions outlined in the Agreement and any related documentation.
5.7. The Contractor reserves the right to adjust the Subscription Fee beginning with the Customer's next Renewal Term. Any changes to the Subscription Fee will be mentioned on the Contractor website, allowing the Customer to make an informed decision regarding their subscription.
5.8. The Contractor issues an annual invoice in advance for payment of the subscription fee. Notification reminders will be sent to the Customer to ensure timely payment. The Customer can choose to pay the invoice using their preferred payment method.
5.9. All taxes are included in the subscription price, the Customer is not responsible for paying taxes. The Contractor is obliged to pay Taxes in accordance with Estonian legislation.
6.1. The Contractor undertakes the following obligations:
6.1.1. To perform the Services in substantial accordance with the Documentation, exercising reasonable skill and care, and adhering to industry best practices. This includes ensuring that the Software operates as intended and meets the functional specifications outlined in the Documentation.
6.1.2. To provide the Customer with access to the Software for the duration specified in this contract. This access should be uninterrupted and include any necessary updates or maintenance required for the Software to function properly.
6.1.3. To grant the Customer access to the selected plan as defined in the Offer, including all specified features and services. The Contractor should ensure that the Customer receives the full benefit of the chosen plan without any unnecessary restrictions or limitations.
6.1.4. To provide all necessary information and support to the Customer during the term of the Agreement, addressing any inquiries or issues that may arise. This includes offering guidance on how to use the Software effectively and resolving any technical or operational difficulties promptly.
6.1.5. To possess and maintain all required licenses, consents, and permissions necessary for the fulfillment of its obligations under the Contract, ensuring compliance with all relevant laws and regulations. This includes obtaining any necessary approvals for the use of third-party software or services and maintaining a valid and up-to-date status for all licenses and permissions.
6.2. The Contractor undertakes the following obligations:
6.2.1. Provide accurate personal data in the Application form upon registration on the Site. This includes but is not limited to providing correct contact details, identification information, and any other requested data necessary for the provision of the Services.
6.2.2. Provide the Contractor with all necessary cooperation in relation to the Contract. This cooperation includes but is not limited to responding promptly to requests for information, providing access to relevant systems or data, and participating in meetings or discussions related to the Services.
6.2.3. Provide the Contractor with all necessary access to information required for the provision of the Services. This includes but is not limited to Customer Data, security access information, and any other information or resources necessary for the Contractor to perform their obligations under the Contract.
6.2.3. Comply with all applicable laws and regulations with respect to its activities under the Contract. This includes but is not limited to data protection laws, intellectual property laws, and any other relevant legislation or regulations.
6.2.4. Inform the Contractor of any changes to personal data specified in the Application within 3 (three) working days. Failure to comply with this requirement may result in negative consequences for both parties within the framework of the Agreement implementation.
6.2.5. Carry out all other Customer responsibilities set out in the Contract (including the Documentation) in a timely and efficient manner. This includes but is not limited to adhering to any agreed-upon timelines, delivering any required materials or feedback promptly, and cooperating with the Contractor to ensure the smooth execution of the Services.
6.2.6. Ensure that its network and systems comply with the relevant specifications provided by the Contractor from time to time. This includes but is not limited to ensuring that its network infrastructure meets the necessary security standards and is compatible with the Contractor's systems.
6.2.7. Be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Contractor’s data centers. This includes but is not limited to ensuring that its network connections are stable, secure, and capable of supporting the Services provided by the Contractor.
6.2.8. Do not copy, sell, or distribute for any purpose information, materials, and other results of the Contractor's intellectual property, which became available to the Customer during the Services provided. This includes but is not limited to any software, documentation, or other proprietary information provided by the Contractor as part of the Services.
7.1. The Customer shall retain all rights, title, and interest in and to all Customer Data and shall bear sole responsibility for the legality, reliability, integrity, accuracy, and quality of such Customer Data.
7.2. The Contractor shall adhere to all Data Protection Legislation and industry best practices regarding the backup and security of Customer Data. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Contractor to use reasonable commercial efforts to restore the lost or damaged Customer Data from the latest backup maintained by the Contractor. The Contractor shall not be liable for any loss, destruction, alteration, or disclosure of Customer Data caused by any third party (except those sub-contracted by the Contractor to perform services related to Customer Data maintenance and backup).
7.3. In providing the Services, the Contractor shall comply with its Data Processing Policy.
7.4. If the Contractor processes any Personal Data on behalf of the Customer when performing its obligations under the Contract, the parties agree that the Customer shall be the Data Controller and the Contractor shall be a Data Processor. In such cases:
7.4.1. The Customer and the Contractor agree that the Contractor shall not transfer Personal Data to or process Personal Data outside the EEA without first having a data processing agreement incorporating adequate safeguards with respect to the processing of such Personal Data in place.
7.4.2. The Customer shall ensure that it is entitled to transfer the relevant Personal Data to the Contractor so that the Contractor may lawfully use, process, and transfer the Personal Data in accordance with the Contract.
7.4.3. The Customer shall ensure that relevant third parties have been informed of and have given their consent to such use, processing, and transfer as required by all applicable Data Protection Legislation.
7.4.4. The Contractor shall process the Personal Data only in accordance with the terms of the Contract and any lawful instructions reasonably given by the Customer from time to time.
7.4.5. Each party shall take appropriate technical and organizational measures against unauthorized or unlawful processing of the Personal Data or its accidental loss, destruction, or damage.
8.1. Within the limits of this Section, Contractor guarantees that the Software and any Releases will perform substantially as specified in the Documentation during the Subscription Term, provided they are used in accordance with the terms of the Agreement. Support Services will be delivered with due care, skill, and ability, and in compliance with recognized standards of good practice.
8.2. Contractor does not warrant any specifications other than those outlined in the Documentation, including statements made in Software presentations, Contractor's public statements, or advertising campaigns. Any warranty other than the limited warranty detailed in Section 7.1 must be in writing and confirmed by Contractor. Customers acknowledge that, according to current technological standards, the Software can never be entirely error-free or operate without interruption.
8.3. Contractor specifically does not warrant:
a. against issues arising from Customer's use of the Software with third-party software, misuse, improper testing, unauthorized repair attempts, modifications, or customizations to the Software by Customer, or any other cause beyond the intended use of the Software;
b. against Malware, data breaches, and data losses that could not have been prevented by adequate, state-of-the-art security practices in accordance with Contractor's then-current security standards; or
c. that the Software will achieve Customer's intended results, or that it has been developed to meet Customer's specific requirements.
8.4. During the Subscription Term, if the Software does not meet the warranty in Section 7.1, Contractor will, at its expense, correct any such non-conformance or provide Customer with an alternative method to achieve the desired performance. If Contractor cannot reasonably make such correction or substitution, Contractor may, at its sole discretion, refund Customer any prepaid fees covering the remainder of the Subscription Term for the affected Software and terminate Customer's use of the affected Software for which Customer has received the refund.
8.5. Claims under warranty for one Order shall not affect any other Orders or contracts between Customer and Contractor.
8.6. To the maximum extent permitted by applicable law, the warranties and remedies provided in this section are exclusive and replace all other warranties, express, implied, or statutory, including merchantability, accuracy, compliance with description, fitness for a particular purpose, satisfactory quality, and non-infringement, all of which are expressly disclaimed by contractor, its affiliates, subcontractors, and suppliers to the fullest extent permitted by applicable law.
9.1. The Parties commit to resolving any disputes or disagreements arising during the implementation of this Agreement through negotiations.
9.2. The procedure for lodging a claim to resolve a dispute between the Parties involves sending a written claim to the email address of the relevant Party, along with a duplicate claim sent by registered mail.
9.3. If peaceful negotiations fail to resolve a dispute or disagreement, it shall be addressed in accordance with the requirements of the current legislation of the Republic of Estonia.
9.4. The Customer has the right to seek redress from the competent supervisory institution, the Consumer Protection and Technical Surveillance Authority.
9.5. The Customer may also seek resolution through the Consumer Disputes Commission. This Commission is empowered to resolve disputes arising from contracts concluded between the Customer and the Contractor, which the parties were unable to resolve through negotiation. For more information on lodging complaints, please refer to https://komisjon.ee/et/avalduse-esitamine.
9.6. The applicable law shall be the substantive law of Estonia.
10.1. Both parties agree to treat as confidential all Confidential Information acquired before and in connection with the performance of the Agreement, using such information only to fulfill the Agreement's intent. Confidential Information shall not be reproduced except as necessary to fulfill the Agreement, and any reproduction shall include all confidential or proprietary notices from the original. Each party shall take steps to protect the other party's Confidential Information, maintaining a standard of care no less than reasonable to keep it strictly confidential. Disclosure of Confidential Information shall be limited to Representatives whose access is necessary to fulfill the Agreement and who are bound by similar confidentiality obligations. Each party is responsible for ensuring its Representatives comply with these provisions.
10.2. If a party becomes aware of a suspected or actual breach of confidentiality, misuse, or unauthorized dissemination of the other party's Confidential Information, it shall promptly inform the other party in writing.
10.3. Section 9.1 does not apply to Confidential Information that:
(a) is independently developed by the receiving party without reference to the disclosing party's Confidential Information,
(b) is lawfully received from a third party without restriction,
(c) becomes public without a contractual breach,
(d) was known to the receiving party before disclosure,
(e) is agreed in writing to be free of restrictions,
(f) must be disclosed under statutory law or court, administrative, or governmental order. In such cases, the receiving party shall inform the disclosing party promptly to enable the disclosing party to seek legal protection or limit disclosure.
10.4. Upon request, the receiving party shall destroy or return to the disclosing party all materials containing Confidential Information and any copies or derivatives. This obligation does not apply to copies made for routine information technology backup or Confidential Information required to be stored by mandatory law, provided such Confidential Information remains subject to confidentiality obligations.
10.5. The obligations in this Section apply for five years from the first disclosure, except for trade secrets, which are protected until they are no longer trade secrets under applicable law.
11.1. The Customer acknowledges and agrees that the Contractor owns all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, the Contract does not grant the Customer any rights to, under, or in any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Services or the Documentation.
11.2. The Contractor holds exclusive proprietary copyrights on all IP objects. The Customer is responsible for any actions performed by the Customer as determined in paragraph 9.3. of the Agreement without the Contractor’s written permission, as stipulated by current international legislation. Trademarks, logos, markers, services, and trade names (hereafter referred to as "Trademarks") presented on the Site or in the materials placed on the Site are registered or unregistered Contractor’s Trademarks and cannot be used without written permission.
11.3. The proprietary copyrights of IP objects belonging to the Contractor include, but are not limited to:
11.3.1. Publishing, reproducing, reprocessing, adapting, decompiling, translating, and making other changes;
11.3.2. Publicly demonstrating that anyone has access to IP objects at any time;
11.3.3. Leasing the original or copies of IP objects by the first sale and other means;
11.3.4. Exporting and importing IP objects;
11.3.5. Freely selling IP objects in any form;
11.3.6. Freely choosing locations and selling IP objects;
11.3.7. Using IP objects for advertising products and Services, for an unlimited period and without territory limitation (at least the entire term of such intellectual property rights);
11.3.8. Authorizing or prohibiting the use of IP objects in general and/or in part, in any form and by any means by others;
11.3.9. Preventing the misuse of IP objects, including the right to prohibit such use;
11.3.10. Other property rights to IP objects are provided in existing international legislation.
11.4. The Customer acknowledges and agrees that the Software provided by the Contractor for its use contains the Contractor’s IP objects and is protected by law.
11.5. The Customer has no right on his own or with the participation of third parties to:
11.5.1. Copy (reproduce) in any form and in any way the software programs and databases;
11.5.2. Interfere with Software to obtain software codes, credentials, and customers’ passwords;
11.5.3. Reveal technology, emulate, decompile, disassemble, decrypt, and perform other similar actions with Software;
11.5.4. Create software products and/or services using Software without the Contractor’s prior permission.
11.6. In case of errors in the Software, the Customer must inform the Contractor about them.
11.7. All IP objects of the Contractor and third parties are protected by the Estonian Copyright Act, the Universal Copyright Convention of 1952, as well as other international legal and regulatory acts.
11.8. The Customer acknowledges and agrees that all right, title, and interest in and to all copyright, trademark, patent, trade secret, intellectual property (including, without limitation, algorithms, business processes, improvements, enhancements, modifications, derivative works, information collected and analyzed in connection with the Services) and other proprietary rights, arising out of or relating to the Services, the Software, the provision of the Services or Software, and the Documentation, belong exclusively to the Contractor.
11.9. All rights, title, and interest in and to content, which may be accessed through the Services or the Software, are the property of the respective owner and may be protected by applicable intellectual property laws and treaties. This Agreement gives the Customer no rights to such content.
12.1. Subcontracting. Contractor reserves the right to subcontract all or part of its obligations under the Agreement to a qualified third party. Contractor may also involve any of its Affiliates and successors in business as subcontractors under this Agreement. In such cases, Contractor will be liable for any subcontractors used in the performance of its obligations under the Agreement.
12.3. Independent Contractors. The relationship between Customer and Contractor is that of independent contractors. The Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, employment, or any similar relationship between Customer and Contractor.
12.3. Entire Agreement. These Terms, together with any Order between Customer and Contractor, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior agreements between the parties, whether written or oral, relating to the same subject matter. In case of any conflict between the terms of an Order and these Terms, the Order shall take precedence over these Terms.
12.4. Severability. If any part of the Agreement is or becomes invalid, it shall not affect the validity of the remaining provisions of the Agreement, which shall remain in effect. The invalid provision shall be replaced by the parties with a term that comes as close as legally possible to the commercial terms intended by the invalid provision.
12.5. No Waiver. No waiver by either party of any breach or default or exercise of a right under the Agreement shall be deemed a waiver of any preceding or subsequent breach, default, or exercise of a right.
12.6. Third Party Rights. A person who is not a party to the Agreement has no rights to enforce or benefit from any term of this Agreement. However, this does not affect any right or remedy of a third party that exists or is available under applicable law or that is expressly provided for under this Agreement.
12.6. Force Majeure. Neither party shall be in breach of its obligations under this Agreement (other than payment obligations) or incur any liability to the other party for any delay or failure to perform its obligations hereunder if such delay or nonperformance is caused by a Force Majeure Event. The affected party shall promptly inform the other party of such delay or nonperformance, use commercially reasonable efforts to avoid or remove the underlying cause, and resume performance as soon as reasonably practicable following the removal of the Force Majeure Event.