License Agreement

Before you begin using the Service, please review the terms of use contained in this Agreement. Registration, logging in to an Account, paying an invoice, registering for the Service, or otherwise beginning to use the Service means proper conclusion (acceptance) of this Agreement and Licensee's full agreement with all of its terms and conditions. Acceptance, for purposes of the License Agreement, means payment of the price under the License Agreement or commencement of Licensee's use of the Service, whichever occurs first.

If you do not unconditionally accept the terms of this Agreement, you may not use the Service.

DEFINITIONS

Terms used in these Terms shall have the following meaning:

Licensor - "GOOD B.I." LLC, TAX ID 02860087, Republic of Armenia, 0001, Yerevan, Northern Avenue, 5-152, support@good.bi.

Licensee - any individual or legal entity, which has the right to use the Service in its interests in accordance with the requirements of the current legislation of the Republic of Armenia and the terms of this Agreement.

License - granting simple non-exclusive rights to use the Service (SaaS) on a fee basis.

Service - the Licensor provides service (the “Service”). The Service consists of a SaaS (Software as a Service) through website Good.BI (the “Website”). This means that the Licensor provides the Service online. The description of the Service follows from the Website and the quota given to the Licensee from the Licensor.

Data Sources - the Licensee's data sources from which the Service receives data for storage, systematization and analytics as a result of the Licensee's own authorized integration or pairing of the Service with Data Sources.

Registration - an action by the Licensee to connect to the Service by creating an Account and an account, carried out in the manner and for the purposes specified in the license of the relevant type.

Account - a record in the Licensor's system (a login/password pair), and a set of information that stores the Licensee's data and allows the identification and authorization of the Licensee.

Fee and fee schedule - the amount of rights to use the Service included in the license and defining the functionality of the Service, selected by the Licensee independently from the price list posted on the Internet at https://good.bi/, and accepted by paying the invoice-offer. Also the price plan may be agreed upon by the Licensee and the Licensor on an individual basis.

Accompanying software - software provided under the Agreement, for example, Yandex.Cloud storage (the owner of the exclusive right to the said software is Yandex.Cloud LLC; the Licensor is an official partner of Yandex.Cloud LLC, which has the right to distribute the rights to the product, including the one combined with the Service, to third parties).

RIGHT OF USE

Licensor grants Licensee the right to use (a simple non-exclusive license) the Service within its functionality by reproducing the Service (connecting to the Service via the Internet), solely for Licensee's own use, as well as the right to use the accompanying software.
This Agreement is entered into at the time of commencement of use of the Service and is valid for the duration of its lawful use by the Licensee within the term of its copyright on it, subject to proper compliance by the Licensee with the terms of this Agreement.
The Licensor grants Licensee the right to use the Service under the terms and conditions provided by the applicable laws of the Republic of Armenia and this Agreement without geographical restrictions.
At the Licensee's request and as agreed upon by the Parties, the Licensor shall, on a paid basis, customize and modify the Service and perform other services as agreed upon by the Parties. The terms, costs, payment procedures, requirements and assignments shall be fixed by the Parties in the respective Appendices to this Agreement.
The Service is for persons who carry out entrepreneurial activities, and is not intended for personal (domestic) use by individuals, so the norms of the Law of the Republic of Armenia of 26.06.2001 "ON PROTECTION OF CUSTOMERS RIGHTS" do not apply.

THE USE OF SERVICE

Registration: - is carried out by the Licensee independently by creating his account with a unique login and password and indicating accurate information on the issues in the registration form.
Use of the Service::
1. The use is carried out by means of the Internet at - https://app.good.bi by passing the Licensee's authorization in the Account with his account. It is allowed to use the Service in all the ways provided for by the program interface, the selected type of the License and the tariff plan.
2. The Licensee is solely responsible for all acts or omissions within or involving the Service under its Account. In this case, all actions within or with the use of the Service under Licensee's account shall be deemed to be performed by him/herself, except for those occurring after Licensor receives from Licensee a sent notice of unauthorized use of the Service under Licensee's account or of any breach of his/her password confidentiality. Licensor shall not be liable for any possible loss of data or other consequences of any nature that may occur due to Licensee's breach of the provisions of this part of the Agreement.
Suspension (blocking) of the account:
1. Licensor may suspend Licensee's access to the Service and related software in the event that Licensee fails to pay a fee for the use of the Service. In these cases, the Licensee may access data previously recorded in the Service, but new data from the Data Sources connected to the Service will not be included in the Service.
2. Licensor has the right to completely block the Licensee's Account without giving a reason in case the Licensee violates the terms of the Agreement. In this case, the Licensee's access to the Service, the stored data, and the accompanying software will be terminated.
Account Deletion - Licensor may delete Licensee's Account and data from the Service 30 days after the complete blocking. From that time, the account and any information relating to it cannot be restored.
Withdrawal - Licensee may notify Licensor of its withdrawal from the Service and request the blocking or deletion of the Account and stored data.

WARRANTIES

The Service is provided on an "as is" basis and Licensor does not guarantee that the Service will operate error-free and its functionality will meet the Licensee's expectations, but undertakes to do everything possible to maintain the declared functioning of the Service and to eliminate technical failures in its operation;
If errors are discovered while using the Service, Licensor will take steps to correct them as quickly as possible. The parties agree that no exact timeframe for error correction can be defined, because the Service interacts with other Services of third-party developers and the completeness and time of problem correction does not depend solely on the Licensor.
Licensor is not responsible for the actions of Data Sources, Related Software, or other external programs that caused the Service to be inoperable when used by Licensee (in particular, software updates or inaccessibility or API disabling);
The Licensor shall not be liable for non-performance or improper performance of its obligations due to failures in the telecommunications and power networks, data centers of third parties, the actions of malicious programs, as well as unfair actions of third parties aimed at unauthorized access and (or) disabling of software and (or) hardware complex of the Licensor.
Licensor has no control over the collection and placement of any information by Licensee during the use of the Service, including the use of the Service database, does not affect its content and integrity, and at the time of placement of the said information does not know and may not know whether it violates any legally protected rights and interests of third parties, international treaties and the current legislation of the Republic of Armenia. The Licensee warrants that it has all necessary rights to all data, computer Service or services, which it uses in connection with the use of the Service, and that such activities do not violate the rights of third parties.
Licensor shall not be liable for any losses, lost profits, damages, or any loss of income, profits, information, or savings arising from the use or inability to use the Service.
Licensor's aggregate liability, including any damages (to the extent that Licensee in a particular case is entitled to recover them), may not exceed the value of the rights and services that have been exercised by Licensor to Licensee under the License Agreement during the one year period preceding the time of the damages.

TECHNICAL SUPPORT

Licensor provides technical support to Licensee on issues related to the functionality of the Service, related systems and the procedure for obtaining data from the Data Sources without payment of additional remuneration.
In order to provide technical support, Licensor may request additional information from Licensee relating to Licensee's account data in third-party systems, data sources and other information necessary to provide technical support.
Technical Support is provided to the Licensee in the messenger Telegram - @GOODBI_support, in the messenger WhatsApp, by e-mail - support@good.bi, as well as in the internal chat embedded in the cabinet of the Service on workdays from 07:00 to 18:00 (UTC+3).
In case the client connects its own or third-party server to upload data from the Service, the Licensor does not provide its technical support and is not responsible for the storage of data previously accounted in the Service on the server of the Licensee.

SERVICE IMPROVEMENT

Licensor on Licensee's request may provide the following modifications, including those that modify and improve the Service:
1. Modifications on the integration of the Service with the Data Sources not yet supported by the Service and ensuring the technical ability to exchange data with these Sources. The name of the Sources of data to obtain the necessary data for the Service, the specific content and timing of the services are written by the Parties in the Appendices to this Agreement.
2. Creation or completion of visualization of the Licensee's data analytics from the Service in the Power BI data visualization service in the form of reports (dashboards).
In case the Licensee needs the designated development, the Parties shall agree on the scope, cost and timing of the revisions in the Appendix. Unless otherwise stipulated in the Appendix to the Agreement, Licensor shall commence rendering the services only if each of the sub-clauses is met:
1. receipt by Licensor of all necessary access to the Data Sources to be connected to the Service;
2. receipt of an advance payment from Licensee (if provided for in the Application);
3. Licensee's approval of the terms of reference within the Annex (subject to its drafting and reference in the Annex). In case the Licensee fails to perform the obligations on providing accesses, materials, coordinating the terms of reference within the corresponding Appendix, the Licensor has the right to refuse to perform the services under the Appendix unilaterally.
Any improvements to the Service and other results of intellectual activity produced as part of any additional agreements, attachments to this License Agreement are considered improvements to the Service, are included in the Service and are provided to the Licensee on the terms of a simple non-exclusive license for the period of use of the Service. The act of transfer of the rights to use the created result of intellectual activity is not executed by the Parties. The cost of granting such rights is included in the cost of providing services under the Agreement and the corresponding Appendix.

TYPES OF LICENSE

Limited License
1. A Limited License is granted to the Licensee without additional compensation (gratuitously) for the entire term of the exclusive rights to the Service from the date of Registration.
2. Within the limited license, the rights to use the Service are limited only to the free functions of the Service, which are available to any registered user in the Account who has not chosen and paid for the Tariff plan.
3. Also within the limited license, the Licensee is entitled to use the full functionality of the Service during the 14-day period from the date of Registration with "Connectors only" functionality to upload data from any sources to the Licensee's database.
4. Upon expiration of the established period of use in accordance with paragraph 3 of the Limited License, the User must stop using the full functionality of the Service, continuing to use under the Limited License, or choose and pay for a tariff plan, thus continuing to use the Service under the Subscription License. In the event of non-payment for use within 14 days, Licensor has the right to delete the data downloaded by the Licensee during the 14-day period of use.
Subscription License
1. The Subscription License, which provides full functionality of the Service and related software, is provided to the Licensee for a fee on a monthly basis for a period of one (1) calendar month, unless the Parties agree on a different period of provision of the License and the fee for granting the rights.
2. The amount of rights provided under the subscription license to the Licensee is determined by the selected tariff plan and is fixed in the Invoice-Offer, sent to the Licensee by the Licensor 10 days prior to the end of the paid period. Payment of the relevant Invoice-Offer means full acceptance by the Licensee of all terms and conditions of this Agreement, the type of License and the tariff plan.
3. In the event of expiration of the paid-up tariff plan and Licensee's failure to pay for a new tariff plan, Licensee's further use of the Service may be restricted by Licensor at its sole discretion.
Granting Rights to Use Related Software
1. Rights to the Related Software are granted only on the Subscription License.
2. In any of the "Dashboards" plans, the rights of use are provided by default for
  1. 1 (one) Microsoft PowerBI license.
  2. 1 (one) cloud storage account to store the Licensee's data uploaded from the Service (Managed Service for PostgreSQL b2.medium (vCPU 2 cores, 50%, 4 GB memory), storage size: 10 GB (ten gigabytes).
  In any of the "Connectors Only" tariff plans, the Licensor's cloud storage rights are provided by default to store the Licensee's data uploaded from the Service (Compute Cloud, Intel Ice Lake (vCPU 2 cores, 6 GB memory), storage size: 1 GB (one gigabyte).
3. Licensor shall provide access to the accounts specified in Section B.2 by sending the Licensee an account (login and password) within three (3) business days of receipt of payment by Licensor for the rights to use the Service under the relevant tariff plan.
4. Additional MS Power BI licenses provided to the Licensee or an increase in the Yandex.Cloud parameters provided to the Licensee are provided by the Licensor at the Licensee's request and are included in the invoice-offer for the next period.
5. The Licensor has the right to unilaterally change the rate plans in the price list published on the Licensor's website no later than 30 (thirty) days before such changes come into effect.

FINANCIAL TERMS AND PAPERWORK

The cost of the right to use the Service (license fee) is determined by the tariff plan and is set forth in the invoice-offer. VAT is not charged on the basis of paragraph 11 of Article 65 of the Tax Code of the Republic of Armenia.
Licensee is obliged to pay the invoice issued by Licensor within the period specified in it by transferring 100% of the amount specified in the invoice. Failure to pay the license fee within the specified period is grounds for blocking Licensee's access to the Service. Resumption of access is possible only upon full repayment of the debt.
Billing and payment under the License Agreement may be made an unlimited number of times. Invoices shall be issued by Licensor at the rate selected by Licensee from the Price List in effect at the time of invoicing.
The transfer of the right to use the Service shall be formalized by an acceptance and transfer of the non-exclusive right to use the Software. Licensor shall send the act to Licensee within five (5) calendar days after the end of the paid period.
In case of absence within 5 (Five) working days from the date of receipt by the Licensee of the act of acceptance-transfer of non-exclusive rights to use the Software, the transferred rights are recognized as accepted by the Licensee in full. The license fee paid by the Licensee after the expiration of the period specified for a reasoned refusal is not refundable.
In the absence of written claims and after the expiry of the deadline for their presentation, Licensee undertakes to send to Licensor an act of acceptance of rights, duly signed on its part, as confirmation of the fact of Acceptance-Transfer. In the absence of any claims or the act of acceptance sent by the Licensee, the rights shall be deemed to have been duly transferred.
The Parties shall be entitled to sign documents and exchange them by means of electronic document flow using an analogue of a handwritten signature:
1. Through the use of an enhanced qualified signature, including in document exchange systems,
2. By means of exchange of copies of the documents signed and sealed (subject to application of the seal by the respective Party), by e-mail, i.e. with application of simple electronic signature (analogue of the handwritten signature), which key is the access details to the respective e-mail address - login and password (unique symbol combination). If the Parties use this method of signing and exchange of documents, the simple written form of the document shall be deemed to be complied with.
3. The Parties have agreed that the following documents may be signed using the method specified in this clause of the Agreement: supplementary agreements, annexes to this Agreement, invoices, acts, delivery notes, claims, letters, and reports. Methods of exchange of documents and information designated above are legally significant and may serve as evidence in court proceedings.
The Parties have agreed that the following documents may be signed using the method specified in this clause of the Agreement: supplementary agreements, annexes to this Agreement, invoices, acts, delivery notes, claims, letters, and reports. Methods of exchange of documents and information designated above are legally significant and may serve as evidence in court proceedings.

RETURNS AND REFUNDS

The right to use for the period indicated on the Invoice is not subject to cancellation, and any payments, including advance payments, are non-refundable. Licensee will accept all payments made as targeted and will not request a refund on any basis, including as an " incorrect payment".

PROCESSING OF PERSONAL DATA

By entering the Agreement the Parties shall enter the DPA regarding the Licensor’s processing of the Licensee Data, on behalf of the Licensee, in order to provide the Services.
The Licensor shall process the Licensee Data within laws of the Armenian Republic and EU. The Licensor may process the Licensee Data in a third country and has established appropriate measures to ensure a safe transfer.
The Licensor has a right to, as soon as the processing of Licensee Data is no longer required for the providing of the Services, anonymise the Licensee Data in such way that the data subjects are no longer identifiable. The Licensee Data shall be anonymised no longer than ninety (90) days after the Licensee has ceased to license the Service.

MARKETING APPROVAL

The Licensor is entitled, in connection with general marketing activities, to state that the Licensor cooperates with the Licensee. This includes a right for the Licensor to include logotypes on its website, in presentations and in brochures when presenting the cooperation with the Licensee as long as the Licensee does not expressly and in writing oppose this. If the Licensor desires to use the Licensee as a reference or present the cooperation in anything other than general presentations, this must in each such case and in advance be approved by the Licensee.
The Licensor has the right to send to the Licensee messages, requests and information of advertising and informational nature.

APPLICABLE LAW AND TERMINATION

In all matters not regulated by this Agreement, the Parties shall be governed by the legislation in force of the Republic of Armenia.
The Licensor has the right to change the terms of this Agreement unilaterally by posting the amended text on the Internet a https://good.bi/en/agreement
The Licensor has the right to unilaterally terminate this Agreement in case the Licensee violates the terms of this Agreement regarding the use of the Service.
Upon termination of this Agreement by any party and for any reason, the Licensee shall cease use of the Service in its entirety.
If any provisions of this Agreement are found by a competent court to be invalid, the Agreement continues in effect in the remaining portions.