Republic of Belarus, Minsk
Date of publication: January 1, 2021
Effective date: January 1, 2021
TERMS OF SERVICE
These Terms are the official offer of Wide Road Ltd. and contain all essential conditions for the provision of the “Installation of Menaco Customware” Service.
1. DEFINITIONS AND TERMS
1.1. For the purposes of these Terms, the following terms are used with the following meaning:
Menaco – Men@co ® (Menaco Customware, Program) – a universal media-navigation software package for launching third-party programs in standard car multimedia and navigation systems.
The Terms – this document the “Terms of Service” published on the Internet at https://menaco.co/terms-of-service.
The Contractor – Wide Road Ltd., the copyright holder of the Menaco customware.
The User – the person who accepted the Terms of Servise.
Acceptance of Terms (Acceptance, Concluding the Agreement) – full and unconditional acceptance of the Terms by the User in accordance with Clause 3.4 of the Agreement.
The Public Offer Agreement (the Agreement) – an agreement on the installation and registration of the software package, a paid agreement for the provision of the Service between the User and the Contractor, concluded by accepting the Terms. The Agreement is an integral part of the Terms.
The Service (“Installation of Menaco Customware” Service) – paid services of the Contractor related to the provision of Menaco customware to the User for use in the manner and in accordance with the provisions provided for by these Terms.
Menaco.co – the information resource of the Contractor located on the Internet.
Multimedia Device (Head unit, Radio) – standard (stock) car multimedia and navigation system of the User.
The Menaco Customware License Agreement (the License Agreement) – a contract between the Contractor and the User, in which the Contractor permits the User to use Menaco customware under a specific set of parameters. The License Agreement is an integral part of the Terms.
A License key – an electronic key (file) for activating Menaco, created by the Contractor.
Registering the program – issuance of the License Key to the User, after which the installation of the Menaco customware is considered complete.
1.2. The Terms may use terms not defined in clause 1.1 above. In this case, the interpretation of such a term is made in accordance with the text of the Terms. In the absence of an unambiguous interpretation of the term in the text of the Terms, one should be guided by the interpretation of the term, firstly, in accordance with the legislation of the Republic of Belarus, and secondly, in accordance with the prevailing interpretation in the Internet.
2. PROVISION OF SERVICES, CONDITIONS AND PROCEDURE
2.1. A prerequisite for the provision of the Services by the Contractor to the User in accordance with these Terms is the recognition, observance and application by the Parties of the requirements and provisions set forth in the following documents:
– The “Menaco Public Offer Agreement” for the installation and registration of Menaco customware is attached to these Terms of Service.
– The “Menaco Customware License Agreement” is attached to these Terms of Service.
2.2. All annexes form an integral part of these Terms of Service.
2.3. The Contractor provides the User with step-by-step instructions for installing Menaco and links to download the installation programs. The User independently installs on the User’s multimedia device the software package necessary for installing the Menaco customware on the User’s radio. The Contractor provides consulting services for installing the software package and setting up technical and other parameters at the User’s radio as part of the provision of the Service. The user is solely responsible for this installation.
2.4. Except as represented in this Terms, Menaco Customware by the Contractor is provided “AS IS”. Other than as provided in this Terms, the Contractor makes no other warranties, express or implied, and hereby disclaims all implied warranties, including any warranty of merchantability and warranty of fitness for a particular purpose.
2.5. A prerequisite for the provision of the Services to the User is the independent purchase by the User of a USB (or SD) drive with a volume of 16-32 GB. Any peripheral devices (if necessary), for example, USB-WiFi adapter, USB-hub, USB-modem, MicroSD, etc. the User purchases independently and at his own expense.
2.6. The User independently configures the parameters associated with the use of programs included in the Menaco customware (including, but not limited to, navigation programs, navigation maps, video player, file manager, etc.) at the User’s multimedia device. The Contractor provides the User with reference information (instructions) on the use of such programs.
2.7. The Contractor has the right to change the Terms and / or cancel the Terms at any time at its sole discretion without prior notice to the User. When changes are made to the current edition, the date of the last update is indicated. The new version of the Terms comes into force from the moment it is posted on the Internet, unless otherwise provided by the new version of the Terms. The current version of the Terms is available online at https://menaco.co/terms-of-service
2.8. In the event of a change in the Terms, the Service for a specific order (Account), payment for which was made before the expiration of the Acceptance date, is provided to the User in accordance with the provisions of the Terms in effect at the time the User accepts the terms of the corresponding order (Account).
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ATTACHMENT TO THE TERMS OF SERVICE
MENACO PUBLIC OFFER AGREEMENT
The Contractor on the one hand and the User on the other hand hereinafter collectively referred to as the “Parties” have entered into this agreement (hereinafter referred to as the “Agreement”) on the following:
1. SUBJECT OF THE AGREEMENT, GENERAL PROVISIONS
1.1. The Agreement forms an integral part of the “Installation of Menaco Customware” Terms of Service.
1.2. The Contractor undertakes to provide the User with installation and / or registration services for the Menaco customware to run third-party programs in standard car multimedia and navigation systems.
1.3. The User undertakes to pay for the Service in the manner and on the terms specified in the Agreement.
1.4. The Service is provided in the amount paid by the User.
1.5. The installation of the Program means a set of computer programs, files, databases installed on the user’s multimedia device.
1.6. Installed copy of the Program:
– allows the User to use the Program for its intended purpose in accordance with the general functional description of the Program;
– does not allow the User to create and modify databases;
– contains software protection against unauthorized copying and is valid only after registration of the Program by the Contractor.
1.7. Registration of the Program in the User’s devise is a procedure in which the parameters of the standard head unit of a particular car are memorized and a License key (digital code) is generated, which is transferred to the User. After the User installs the received license key on his device, the installed copy of the Program becomes operational on the User’s device. The License key is used to protect the Contractor’s rights to the Program. The user has no right to transfer the digital code to third parties.
1.8. During the installation of the Program by the User, the source file (according to the Installation Instructions: *.did file or *.bin file or others) will appear on the USB (SD) drive. The user is obliged to provide the Contractor with this source file to generate the License key. The specified source file must be provided by the User no later than 30 (thirty) calendar days from the date of acceptance of the Terms. If the User does not provide the source file within the above period, the services rendered and the work performed under the Agreement are considered completed and accepted by the User without any claims to the Contractor.
1.9. After registering the Program, the Service under the Agreement is considered rendered. The fact of providing the Service to the User is confirmed by the Invoice. The Contractor forms and sends the User a one-way invoice for the services provided, which is an act of reconciliation of the services provided in accordance with the volume of the Service.
1.10. The service is considered to be provided by the Contractor in a proper manner and is accepted by the User without any claims in the amount indicated in the Invoice, if within 10 (ten) calendar days after sending the license key to the User (registering the Program) the Contractor has not received motivated written objections from the User. After the expiration of the specified period, the User’s claims for the shortcomings of the Service, including the quantity (volume), cost and quality, are not accepted.
1.11. The User has the right to use the Program under the Agreement from the moment the Program is registered.
1.12. During the term of this Agreement, the User may be provided with additional services, the list of which, as well as their cost, are drawn up by the Parties in additional orders (Invoices) to this Agreement.
2. RIGHTS AND OBLIGATIONS OF THE PARTIES
2.1. Ownership of the Program belongs to the Contractor.
2.2. The procedure and the User’s rights to use a copy of the Program are defined in the License Agreement for the use of Menaco, which is an integral part of the Terms of Service.
2.3. The user is not entitled to transfer his rights and obligations under this Agreement to third parties.
2.4. The Contractor undertakes:
– Provide the User with paid Services in accordance with the Agreement concluded in accordance with the Terms.
– Provide the User with access to the installation files (distribution) of the Program in the ordered configuration, as well as to reference information (guides, instructions, manuals) for installing and using the Program.
– Provide the User with instructions for installing the Program.
– Provide the User with a user manual for the Program.
– Generate and transfer to the User an electronic key to activate the paid Program within 1 business day from the date of receipt from the User of the corresponding source file for generating the electronic key.
– Correct errors in the Program.
– Post information about updates and new versions of the Program on the information resource of the Contractor.
– Ensure the permanent operability of the information resource of the Contractor and create conditions for obtaining free (unimpeded) access of the User to the distribution of the Program, corrections of the Program, reference, technical and other information on the acquisition, use and updating of the Program.
– Advising the User on organizational and / or technical issues related to the installation, activation, operation and updates of the Program. Consultations are conducted by e-mail to the Parties.
2.6. The user undertakes:
– make payment for the Service in accordance with Clause 3 of the Agreement;
– comply with the terms of the License agreement;
– if necessary (by agreement), ensure the readiness of technical means and unhindered access to the Program within the agreed time frame;
– independently monitor the official resource of the Contractor in the global Internet network information about the changes made, updates of the Program, as well as carry out current updates through the information resource of the Contractor.
2.7. A user who properly fulfills the terms of the Agreement has the right:
– consultations on technical issues of working with the Program;
– advice on acquiring practical skills in working with the Program;
– informing the Contractor about his comments and suggestions on the functioning of the Program;
– elimination of failures / errors in the operation of the Program;
– restoration of one copy of the Program in the event of a complete loss of its operability (damage) due to the fault of the User (once performed as an additional service; then at full cost). The restoration is carried out at the written request of the User on the terms additionally agreed by the Parties;
– receiving new versions of the Program in the ordered configuration when they appear;
– receiving new versions of the Program in a new configuration when they appear (additional service).
3. COST AND PAYMENT PROCEDURE
3.1. The cost of services is set by the Contractor and published on the information resource of the Contractor. The Contractor may at any time unilaterally change the published cost of services. These changes are effective from the date of publication.
3.2. The cost of the Service provided to the User in accordance with the Agreement is indicated in the Invoice issued by the Contractor to the User, which is the basis for payment.
3.3. Unless otherwise expressly established by the relevant provision of the Agreement, all amounts specified in the Agreement do not include VAT.
3.4. The User accepts the Terms (full and unconditional acceptance of the Terms of Service) by prepayment in the amount of 100% of the cost of the Service specified in the Invoice issued by the Contractor for the corresponding order of the Services, within 3 (three) banking days from the date of invoicing.
3.5. If the User has made the Acceptance of the Terms within a period of time exceeding that specified in clause 3.4 of the Agreement, the Contractor has the right, at his discretion, to accept such Acceptance and start providing the Services or refuse to accept such Acceptance by returning the prepayment amount to the User upon his written request.
3.6. The date of payment is the date of receipt of funds to the settlement account of the Contractor.
3.7. The choice and use of the form / method of payment for the Service is carried out by the User at his own discretion. Security, confidentiality, as well as other conditions for using the form / method of payment chosen by the User go beyond the Terms and the relationship of the Parties to provide the User with the Services and are governed by agreements (contracts) between the User and the relevant organizations that accept and service the payment. The amount of remuneration specified in these Terms does not include fees for money transfers and other payments to organizations that accept and service payments. The specified commissions and other payments are paid by the User independently at his own expense.
3.8. Additional services shall be documented by the Parties in additional orders (Accounts) of the User.
3.9. Payment currency under this Agreement is Euro, Russian rubles, Belarusian rubles (depending on the country of registration of the buyer).
4. LIABILITY AND LIMITATION OF LIABILITY OF THE PARTIES
4.1. For non-fulfillment or improper fulfillment of obligations under this Agreement, the Parties shall be liable in accordance with the legislation of the Republic of Belarus.
4.2. The Contractor under no circumstances is responsible for the provision of the Services for:
4.2.1. use of the Program by the User for other purposes;
4.2.2. possible consequences of unauthorized interference by the User or third parties in the operation of the Program installed on the User’s device;
4.2.3. use (impossibility of use) and any consequences of use (impossibility of use) by the User of the form of payment for the Service chosen by him;
4.2.4. any actions / inaction that are a direct or indirect result of actions / inaction of third parties;
4.2.5. direct, indirect or consequential losses, lost profits or commercial losses of the User and / or third parties in any way related to the Program, regardless of whether the Contractor could foresee the possibility of such losses or not;
4.2.6. possible harm, directly or indirectly, caused by the Program to people, pets, property, if this happened as a result of non-compliance with the conditions of installation and / or operation of the Program or deliberate or careless actions of the User or third parties.
4.3. The Contractor is not responsible, including in terms of the return of the payment amount, in cases where the User has not provided, on his part, the technological and / or technical ability for the provision of the Service (in whole or in part), including if the provision of the Service turned out to be impossible due to inoperability of the User’s device, but not limited to the specified. The service, the provision of which is impossible due to the specified circumstances, is considered rendered and is payable in full.
4.4. The Contractor is released from liability if it is impossible to fulfill contractual obligations due to software failures and / or technical malfunctions of the User’s head unit, as well as in the event of the expiration of the service life of the head unit on which the Program is installed and registered by the User.
4.5. The aggregate responsibility of the Contractor for any claims or claims related to the provision of the Service is limited to 10% of the amount of the corresponding invoice paid by the User to the Contractor for the provision of the Service.
4.6. Except for the guarantees expressly stated in the text of the Terms, the Contractor does not provide any other express or implied guarantees in accordance with the Terms and expressly disclaims any guarantees or conditions regarding non-infringement of rights, compliance of the Service with a specific purpose and the expectations of the User.
4.8. The Contractor is not obliged to notify the User about the release of new versions of the Program. Information about new versions and updates is posted on the official resource of the Contractor.
4.9. In case of violation by the User of the terms of the License Agreement, the Contractor has the right to suspend the provision of the Service until the User eliminates the violations and reimburses (compensates) the losses caused to the User by such violation, in full and / or terminate the Agreement by terminating the support of the User’s Program. In this case, the User has no right to use the Program from the moment of termination of the Agreement. Upon termination of this Agreement on the specified basis, the Contractor has the right to recover from the User the amount of forfeit, damages and compensation. Payments of the arisen penalties, losses, compensations are made within 10 calendar days from the date of filing the claim letter.
4.10. Disputes and disagreements arising under the Agreement or in connection with it will be resolved by the Parties through negotiations, and if it is impossible to reach an agreement, they are subject to consideration in the Economic Court of Minsk in accordance with the legislation of the Republic of Belarus.
5. USER GUARANTEES
5.1. By agreeing to the Terms and accepting the Terms, the User assures the Contractor and guarantees the Contractor that:
5.1.1. The User indicated reliable personal data of the User when registering as a user of the Services and reliable personal data (details) of the User when processing payment documents to pay for the Services.
5.1.2. The User guarantees that he has all the necessary powers to conclude and execute the Agreement and that the provision of the Services by the Contractor does not violate the rights of third parties. The User, independently and at his own expense, undertakes to settle all claims of third parties related to the actions of the User under the Agreement.
5.2. The user voluntarily accepts the Terms in full and unconditionally, while he:
5.2.1. have read the Terms in full;
5.2.2. fully understands the subject of the Terms;
5.2.3. fully understands the meaning and consequences of his actions in relation to the acceptance of the Terms and the provision of the Service in accordance with the Terms.
5.3. The user confirms that he purchases the Service exclusively for his own consumption.
5.4. The user has all the rights and powers necessary to perform all actions provided for by the Terms of Service and the Agreement.
6. CONTINUOUS FORCE CIRCUMSTANCES
6.1. The Parties are exempt from liability for partial or complete failure to fulfill their obligations under this Agreement if this failure was the result of force majeure circumstances that arose after the conclusion of the Agreement, or if the failure of the Parties to fulfill their obligations under the Agreement was the result of extraordinary events that the Parties could neither foresee nor prevent reasonable measures.
6.2. Force majeure circumstances include (this list is not exhaustive): natural disasters, epidemics, actions of state bodies, termination of support for the Program, liquidation of the Contractor, war or hostilities, strikes and other emergency and inevitable circumstances in these conditions that make it impossible to fulfill obligations established by the Agreement, other unforeseen circumstances, including failures in car or multimedia power supply.
7. TERM OF THE AGREEMENT
7.1. The Agreement comes into force from the moment of Acceptance of the Terms and is valid until the Parties fully fulfill their obligations under it.
7.2. The Contractor has the right to amend the Agreement at any time at its discretion without prior notice to the User. When changes are made to the current edition, the date of the last update is indicated. The new version of the Agreement comes into force from the moment it is posted on the Internet, unless otherwise provided by the new version of the Agreement.
7.3. In the event of a change in the Agreement, the Service for a certain order (Invoice), payment for which was made before the expiration of the Acceptance period provided for in clause 3.4 of the Agreement, is provided to the User in accordance with the provisions of the Agreement in force at the time of acceptance by the User of the Terms of the corresponding order (Invoice).
7.4. Any notices and other documents during the provision of the Services in accordance with the Terms may be sent by one party to the other by e-mail using the e-mail addresses of the Parties. The e-mail address of the Contractor is indicated in section 8 of the Agreement. Other e-mail addresses indicated on the information resource of the Contractor may also be used.
8. INFORMATION ABOUT THE CONTRACTOR
Name: Wide Road Ltd.
VAT ID: 191178997
Address: 5, Dekabristov St., office 17
ATTACHMENT TO THE TERMS OF SERVICE
MENACO CUSTOMWARE LICENSE AGREEMENT
1. This License Agreement forms an integral part of the “Installation of Menaco Customware” Terms of Service.
2. The Menaco customware (hereinafter referred to as the “Program”), distributed by the Contractor and purchased by the User, is a set of programs for launching third-party programs in standard car multimedia and navigation systems (multimedia devices) and, as an object of copyright, is protected by the Law of the Republic of Belarus “On Copyright and Related Rights” and international agreements. All terms of this License Agreement apply both to the Program as a whole and to all of its components separately.
3. The Contractor is the copyright holder and owns the Program. The User is granted a Menaco License, that is, the right to use the Program, subject to the following conditions and restrictions.
– The license is granted only to the User and to no one else.
– The User can use one copy of the Program on only one multimedia device.
– The User has no right to reproduce (copy), distribute or transfer the Program to third parties in any form. Transferring the Program to third parties means providing access to reproducible components of the Program or the Program as a whole by any means.
– The User has no right to sell the Program (provide it for commercial purposes), transfer the Program for free use.
– The user must not in any way decompile or modify the codes of the programs included in the Program package.
4. The program can be used or copied only in strict accordance with the terms of the License Agreement. Copying the Program to any medium, if there is no special permission provided for by this License Agreement, is a violation of the Law of the Republic of Belarus “On Copyright and Related Rights” and the terms of this License Agreement.
5. The program is the intellectual property of the Contractor and is protected by copyright laws of the Republic of Belarus and international agreements. Based on this, the User undertakes to treat the Program in the same way as with any other material protected by copyright.
6. Violation of this License Agreement is a violation of the Law of the Republic of Belarus “On Copyright and Related Rights” and is prosecuted. In case of violation of this License Agreement, the Contractor deprives the User of the right to use the Program and completely waives its obligations under the Agreement. In addition, the User is responsible in accordance with the Terms of Services, terms of the Agreement, this License Agreement, the current legislation of the Republic of Belarus and international law.