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IMPORTANT! Before using the computer program “MICA”, please carefully review the terms of this Offer Agreement. Performing actions such as installation, launch, registration, connection, or any other actual use of the “MICA” computer program shall constitute full and unconditional acceptance of the terms of this Offer in accordance with the provisions of the Civil Code of the Republic of Kazakhstan. Acceptance of this Offer is equivalent to entering into a written agreement. If you do not agree with the terms of this Offer, you must refrain from using the “MICA” computer program.
License Agreement – Public Offer
This proposal of the Limited Liability Partnership “MICA” (hereinafter – the Licensor), represented by Roman Vladimirovich Belopolsky, acting pursuant to the Charter, constitutes a public offer addressed to an indefinite number of individuals and/or legal entities to conclude an agreement for the paid right to use the “MICA” computer program via the Internet (hereinafter – the Agreement). The program was developed in the course of activities related to the creation, implementation, support, modification, and development of technologies, devices, and systems of artificial intelligence, in accordance with Article 395 of the Civil Code of the Republic of Kazakhstan, and contains all essential terms of a contract granting the right to use the “MICA” computer program (simple non-exclusive license).
The “MICA” computer program is an intellectual property result created within the framework of activities related to the development of artificial intelligence solutions. A Certificate of Copyright Registration No. 60479 dated July 2, 2025 has been issued for the “MICA” computer program.
The Licensor owns the “MICA” program under an agreement of assignment of exclusive property rights to the program dated August 8, 2025, which confirms the legality of granting the right to use the program to the Licensee.
This Offer contains all essential terms of the Agreement required under the legislation of the Republic of Kazakhstan, as well as the terms necessary for granting rights to use intellectual property results. The Agreement shall be deemed concluded in writing from the moment of the Licensee’s acceptance of this Offer by performing actions evidencing such acceptance.
Pursuant to Article 396 of the Civil Code of the Republic of Kazakhstan, acceptance of this Offer expressed by use of the “MICA” computer program (including installation, launch, connection, registration, or actual use) shall be deemed equivalent to entering into an agreement on the terms set forth herein.
In case of disagreement with the terms of this Offer, the Licensor requires the Licensee to refrain from any actions indicating acceptance and from using the “MICA” computer program.
1. DEFINITIONS AND TERMS USED IN THIS PUBLIC LICENSE AGREEMENT – OFFER
1.1. Computer Program “MICA” (Web Service, Service, Application) – software designed for the analysis of speech interactions, developed using neural network and artificial intelligence technologies. The program performs automated analytical processing of the Licensee’s interactions with third parties, including audio transcription, classification of utterances, evaluation against predefined scenarios (scripts), report generation, and correlation of results with external systems (including but not limited to POS/CRM). The scope of use is measured in minutes of analytical processing.
The algorithms and source code components are trade secrets of LLP “MICA”, and any use thereof without the consent of LLP “MICA” shall be considered a violation of its exclusive rights.
1.2. License – activation of the Service’s functionalities for a fixed term in accordance with this Offer Agreement and the applicable Tariffs.
1.3. Licensee – a legal entity, sole proprietor, or individual who has accepted the terms of this Agreement and/or uses the Service within the scope of the granted access rights.
1.4. Account – an information resource consisting of the Service with a unique identifier.
1.5. User Account – a record in the Licensor’s system (login/password pair or special API key) that stores data and enables identification of the Licensee’s Authorized User.
1.6. Authorized User – a user registered in the Service by the Licensee.
1.7. Access Credentials – login (email specified by the Licensee upon registration in the Service) and password granting system access with corresponding rights.
1.8. Registration Data – email, full name of the individual (including national ID/TIN) and/or the name of the legal entity (including BIN/TIN/OGRN), and contact telephone.
1.9. Personal Account (Dashboard) – a secure area of the Service where the Licensee can manage the Account, view content and analysis results, and perform other actions provided by the Service functionality. Access requires Access Credentials.
1.10. Tariffs – the list of services provided by the Licensor with corresponding rates. Tariffs determine the cost of granting the right to use the “MICA” Service and the volume of analytical processing expressed in minutes.
1.11. API Access Key – a key for accessing the program interface, provided by the Licensor upon the Licensee’s request when the Licensee uses external applications or services to operate with the “MICA” program. It allows access to “MICA” program data from the Licensee’s applications.
1.12. Speech Analytics Processing – an automated process performed using the “MICA” program, including audio transcription, classification of utterances, evaluation of compliance with defined scenarios (scripts), generation of analytical reports, and correlation of obtained results with data from external systems, including but not limited to POS and CRM.
1.13. Analysis Minute – the minimum unit of measurement of the “MICA” program’s functionality usage. The duration of each session is rounded up to the nearest full minute (e.g., 61 seconds equals 2 minutes).
1.14. Billing – the procedure for calculating the cost of Service usage based on the number of analysis minutes consumed, in accordance with the Operator’s current Tariffs.
1.15. Analysis Package – a prepaid block of minutes granted to the Licensee for use of the “MICA” program’s functionality within the granted non-exclusive license. The Analysis Package remains valid until fully consumed, regardless of calendar period, unless otherwise provided herein or by additional agreement of the Parties.
2. SUBJECT OF THE AGREEMENT
2.1. The Licensor undertakes to grant the Licensee the right to use the “MICA” computer program within its functional capabilities by means of remote access to the Web Service via the Internet, hosted on the Licensor’s server located in the Republic of Kazakhstan, for the independent use by the Licensee.
2.2. The terms of access to the Web Service functionality shall be determined in accordance with the Tariffs published on the official website of the Licensor at https://4sell.ai/#pricing.
2.3. The conclusion of this Agreement by the Licensee with the Licensor (acceptance of this Offer) shall be effected by performing one of the following actions:
2.3.1. confirmation of the Licensee’s registration by the “MICA” Web Service and sending of a registration confirmation email to the Licensee’s email address specified during registration;
2.3.2. payment for access to the “MICA” Web Service in accordance with Clause 3.3 of this Agreement;
2.3.3. installation, launch, or any other commencement of use of the “MICA” Web Service.
2.4. Upon the Licensee’s acceptance as described above, it shall be deemed that:
2.4.1. the Licensee has read, agreed to, and accepted the Licensor’s offer;
2.4.2. the Licensor has received the acceptance;
2.4.3. the License Agreement – Offer has been concluded, does not require bilateral signing, and is valid in electronic form;
2.4.4. the requirement for written form has been satisfied;
2.4.5. the service shall be deemed rendered by the Licensor to the Licensee from the moment of access opening to the Web Service.
2.5. From the moment of conclusion of the Agreement, the Licensee enters into contractual relations with the Licensor in accordance with the Civil Code of the Republic of Kazakhstan. The Licensor warrants that it possesses all necessary rights to the Web Service to grant such rights to the Licensee.
2.6. The Licensee shall bear full responsibility for the safekeeping of its login and password for access to the Web Service and for any losses that may arise due to unauthorized use of its login, password and/or access channel. The Licensor shall not be liable for, and shall not compensate, any losses caused by unauthorized access by third parties to information placed by the Licensee.
2.7. In the event that the Licensee provides its login and password to third parties enabling them to access the “MICA” personal account, all actions performed using such login and password shall be deemed to have been performed by the Licensee. The Licensee shall bear full responsibility for the actions of third parties to whom it has given its login and password.
2.8. The Licensor’s obligations are limited to those set forth in this Agreement. In particular, the Licensor shall not be obliged to provide the Licensee with Internet access. The Licensee shall obtain Internet access independently and at its own expense. The Licensor shall also not provide facilities for sending or receiving electronic messages by the Licensee at the Licensee’s office; configuring and/or diagnosing computer hardware or software; or training the Licensee and/or its employees in software and hardware operation.
2.9. Connection to the Web Service shall be governed by the terms of this Agreement. The Licensor may amend the terms of this Agreement (including any part thereof) at any time at its sole discretion, by publishing a new version of the Agreement on its official website at https://4sell.ai/public-offer, with or without prior notice to the Licensee, but not less than ten (10) calendar days before such changes take effect. The Licensee agrees that such publication of the updated Agreement shall constitute sufficient and proper notice of amendment by the Licensor.
2.10. The current version of the Agreement shall always be publicly available on the Licensor’s website at https://4sell.ai/public-offer.
2.11. Access to the Web Service shall be provided to the Licensee in accordance with the internationally recognized “as is” principle, i.e., any issues arising during use, support, or operation of the Web Service (including compatibility with other software, packages, drivers, ambiguities in documentation, discrepancies between the results of using the Web Service and the Licensee’s expectations, etc.) shall not be the subject of this Agreement, and the Licensor shall not be liable for them.
3. COST OF CONNECTION, PAYMENT PROCEDURE, REFUNDS
3.1. The cost of connecting paid Applications of the Web Service shall be determined in accordance with the Tariffs published on the Licensor’s website at https://4sell.ai/#pricing.
3.2. The Licensor may, at any time and unilaterally, amend the Tariffs by publishing the updated Tariffs on its website at the address specified above. Such amendment may be made with or without prior notice to the Licensee.
3.3. Connection to the “MICA” Service shall be provided on the basis of 100% advance payment. Activation of access to the Service functionality shall be made by the Licensor after receipt of payment from the Licensee. The Licensee shall independently select a method of payment from those offered in the Personal Account on the “MICA” web platform located at https://4sell.ai/#pricing. The date of payment shall be deemed the date on which the funds are credited to the Licensor’s bank account. Payments shall be made in Kazakhstani tenge by wire transfer to the Licensor’s bank account specified in this Agreement, unless otherwise provided in the issued invoice.
3.4. The payment made shall constitute payment for access to the “MICA” Service in the amount of the prepaid package of minutes determined by the Licensee on the basis of the invoice issued by the Licensor. The package of minutes shall be granted to the Licensee without limitation of term and shall remain available until fully consumed. Renewal or extension of the package of minutes shall be provided only after the Licensee makes an additional payment on the basis of a separately issued invoice.
3.5. After receipt of payment, the Licensor shall generate a unilateral Act in the Licensee’s Personal Account or send it to the Licensee’s email address specified at registration/connection to the Web Service, or otherwise provide it in the Personal Account.
3.6. All expenses, including bank commission, related to payment of funds under this Agreement shall be borne by the Licensee.
3.7. For the purposes of this Agreement, “implementation of the MICA Service” shall mean the set of technical measures aimed at integrating the Service with the Licensee’s infrastructure (including but not limited to IP telephony, CRM systems, POS systems, audio devices), providing access to the Personal Account, and configuring and activating analytical processing parameters.
3.8. The Licensor’s obligations under this Agreement shall be deemed fully performed from the moment the Licensee is granted access to the Service. From that time, the Agreement shall be considered fully executed, regardless of the Licensee’s actual use of the Service.
4. PROCEDURE FOR CONNECTING TO THE “MICA” WEB SERVICE
4.1. For the term of this Agreement, the Licensor grants the Licensee a non-exclusive, non-transferable, non-assignable, and limited right to use the “MICA” Service (simple non-exclusive license) solely for the Licensee’s business operations, provided that such actions do not include leasing or renting the Service.
4.2. Access to the “MICA” Service shall be provided to the Licensee after completion of the registration procedure, as a result of which a unique User Account (Account) is created for the Licensee.
Access to the Service functionality shall be granted subject to 100% advance payment for the specified volume of analysis minutes in accordance with the terms of this Agreement.
4.3. During registration, the Licensee or its Authorized User shall independently select a login (unique symbolic identifier of the Licensee’s or Authorized User’s Account) and a password for access to the Account.
4.4. The Licensor draws the Licensee’s attention to the fact that within the acquired package of analysis minutes, additional options not included in the base cost may be provided under the Tariffs. The right to use such additional options shall be granted on a paid basis, requires separate payment, and/or may require entering into a separate agreement with a third party providing the respective service, functionality, or software.
4.5. In the event of non-payment for additional analysis minutes of speech interactions, the Licensor shall have the right to suspend the Licensee’s access to the “MICA” Service functionality after full consumption of the previously prepaid package of minutes.
4.6. Restoration of access to the “MICA” Service functionality shall be carried out after receipt by the Licensor’s bank account of payment in an amount sufficient to purchase a new package of analysis minutes in accordance with the terms of this Agreement.
5. RULES FOR USING THE “MICA” SERVICE
5.1. Registration in the Service shall be carried out by the Licensee independently by providing its Access Credentials. Access Credentials used by the Licensee for accessing the “MICA” Web Service are not recoverable by the Licensor. Password recovery shall be carried out by the Licensee independently.
5.2. The Licensee shall bear full responsibility for any actions and/or omissions leading to the disclosure, loss, or theft of its Registration Data and any other identifying information, as well as for any actions and/or omissions of third parties using the Licensee’s data. The Licensor shall not be liable for the above actions of the Licensee and/or third parties using the Licensee’s data.
5.3. When using the Service, it is prohibited to perform any actions aimed at obtaining unauthorized access to the Licensor’s Service resources, personal accounts, or other Licensees’ data, as well as any other data accessible via the Internet. Mass distribution of electronic messages (email or other individual messaging tools) of a commercial, advertising, or other unsolicited nature (“spam”) without the recipient’s prior consent is prohibited, except for communications where the recipient has agreed and has the ability to unsubscribe.
5.4. Distribution of “spam” via resources not owned by the Licensor is prohibited if such messages contain references (website address, email address, etc.) maintained by the Licensor.
5.5. The Licensee shall use the Service solely for lawful purposes and in lawful ways in compliance with the legislation of the Republic of Kazakhstan.
5.6. The Licensee shall bear responsibility for the content of information resources created and maintained by it. The Licensor does not exercise prior control over the Licensee’s posted or distributed content; however, where such posting or distribution contradicts applicable law, the Licensor shall be entitled to block or delete such resources without prior notice.
5.7. It is prohibited to post or distribute photographic or video materials of pornographic, vulgar, or violent nature, as well as any materials infringing intellectual property rights or laws, including calls for violence, overthrow of government, or discrimination on the basis of gender, race, religion, nationality, etc.
5.8. It is prohibited to post or distribute any information or software that can be used solely for hacking computer systems or that contains viruses or other equivalent harmful components.
5.9. It is prohibited to post so-called “doorway pages” or other forms of search spam.
5.10. The Licensee undertakes not to damage the software shell of the “MICA” Service, technical and software means, Licensor’s or third-party network nodes.
5.11. The Licensee undertakes to respect the intellectual property rights to software and documentation provided by the Licensor and/or third parties.
5.12. The description, conditions, connection procedures (if any), and other relevant information for each applicable tariff shall be specified in the relevant sections of the Web Service/Personal Account, and the Licensee is obliged to review them before activating a specific tariff.
5.13. By obtaining the right to use the “MICA” Web Service, the Licensee acknowledges the Licensor’s right to place the textual reference “Powered by MICA” in the footer of the Licensee’s websites, and to use the Licensee’s logo on the Licensor’s website, in presentations, marketing materials, partner websites, press releases, and public appearances, provided that such use, reproduction, display, or representation relates to advertising or promotion.
5.14. Under no circumstances may the Licensee, either personally or through third parties: reproduce, copy, and/or transfer to any medium the software code of the “MICA” Web Service, including enabling others to do so; reverse engineer, decompile, or disassemble the Web Service; sell or otherwise transfer the rights and obligations under this Agreement, the Service itself, or materials contained therein to third parties; pledge, contribute to the charter capital of another company, or otherwise encumber the Service; remove or obscure copyright notices, Licensor’s trademarks, or the textual reference “Powered by MICA”; perform any actions with respect to the Service that violate applicable laws of the Republic of Kazakhstan or international legal norms in the field of computer programs.
5.15. Transfer of the right to use the Service (simple non-exclusive license) under this Agreement shall not entail transfer of ownership, nor create any right of redemption or acquisition of exclusive rights to the Service by the Licensee.
5.16. The algorithms and source code of the Service (including parts thereof) are the Licensor’s trade secrets. Any use thereof in violation of this Agreement shall be deemed an infringement of the Licensor’s rights and shall be sufficient grounds for revocation of rights granted under this Agreement.
5.17. The Licensee shall use the API Access Key provided by the Licensor solely within the framework of the “MICA” program and exclusively for interaction with it, without integration with other software. In case of unauthorized use of the API Key with other software, the Licensor shall have the right to fully or partially block such API Key unilaterally without any liability.
5.18. The Licensee undertakes to independently ensure compliance of any personal data or other information uploaded, transmitted, or processed via the “MICA” Service with the requirements of the legislation of the Republic of Kazakhstan, including but not limited to obtaining valid consents from data subjects or having other lawful grounds for collection, processing, and transfer of such data.
6. RIGHTS AND OBLIGATIONS OF THE LICENSOR
6.1. The Licensor shall:
6.1.1. Grant the Licensee a non-exclusive, non-transferable right to use the “MICA” Service (simple non-exclusive license) solely for the Licensee’s business operations.
6.1.2. Ensure the operation of the “MICA” Service in accordance with the terms of this Agreement, 24 hours a day, 7 (seven) days a week, including weekends and public holidays (Service availability must be at least 90% of the time per month), except in cases provided for in this Agreement.
6.1.3. Maintain records of payments made by the Licensee for access to paid Applications of the Web Service.
6.1.4. Maintain the confidentiality of the Licensee’s credentials. The Licensor shall have access to the Licensee’s information only for the purpose of technical support of the Service and shall be entitled to access such information in cases of third-party claims regarding unlawful and/or harmful activities of the Licensee or other actions causing damage to the Web Service, the Licensor, and/or third parties. The Licensor may disclose such information only to competent government authorities in cases provided by the applicable legislation of the Republic of Kazakhstan. Backup of the Licensee’s data to prevent data loss shall not be deemed a breach of confidentiality.
6.2. The Licensor shall have the right to:
6.2.1. Suspend the operation of the Service for necessary scheduled preventive and repair works on the Licensor’s technical resources, for unscheduled works in emergency situations, and in case of non-payment.
6.2.2. Interrupt operation of the Service if caused, in particular, by the inability to use information and transport channels not owned by the Licensor, or by actions/omissions of third parties directly affecting the Web Service, including emergencies. The Licensor shall not be liable to the Licensee for any damages, losses, or lost profits, including those suffered by the Licensee and/or third parties due to disclosure, loss, or theft of the Licensee’s credentials, or for delays, interruptions, or inability to fully use the Licensor’s resources, licenses, or services resulting from the above reasons.
6.2.3. Amend this Agreement and the Tariffs by publishing such amendments on the Service website at https://4sell.ai/#pricing.
6.2.4. Update the content and functionality of the Service at any time at its sole discretion.
6.2.5. Block and/or delete the Licensee’s Account, including all content, without explanation, including but not limited to cases of violation by the Licensee of this Agreement or related documents, or in case of non-use of the Service for thirty (30) calendar days and absence of prepaid analysis minutes.
6.2.6. For the purposes of this Agreement, “non-use of the Service” shall mean the absence of records in the Licensor’s archive system of the Licensee’s authorizations or use of the prepaid analysis package. If the Licensee has a prepaid but unused Analysis Package, absence of activity (including authorizations and data uploads) shall not trigger any action by the Licensor. However, if the Licensee has no activity and no prepaid Analysis Package for more than thirty (30) calendar days, the Licensor shall have the right, at its discretion, to delete the Licensee’s Account and all related data.
6.2.7. Refer to the Licensee as a user of the Service and/or Licensor’s services in any form and on any medium (including on the Service website and in Licensor’s marketing materials).
The “MICA” computer program is an intellectual property result created within the framework of activities related to the development of artificial intelligence solutions. A Certificate of Copyright Registration No. 60479 dated July 2, 2025 has been issued for the “MICA” computer program.
The Licensor owns the “MICA” program under an agreement of assignment of exclusive property rights to the program dated August 8, 2025, which confirms the legality of granting the right to use the program to the Licensee.
This Offer contains all essential terms of the Agreement required under the legislation of the Republic of Kazakhstan, as well as the terms necessary for granting rights to use intellectual property results. The Agreement shall be deemed concluded in writing from the moment of the Licensee’s acceptance of this Offer by performing actions evidencing such acceptance.
Pursuant to Article 396 of the Civil Code of the Republic of Kazakhstan, acceptance of this Offer expressed by use of the “MICA” computer program (including installation, launch, connection, registration, or actual use) shall be deemed equivalent to entering into an agreement on the terms set forth herein.
In case of disagreement with the terms of this Offer, the Licensor requires the Licensee to refrain from any actions indicating acceptance and from using the “MICA” computer program.
1. DEFINITIONS AND TERMS USED IN THIS PUBLIC LICENSE AGREEMENT – OFFER
1.1. Computer Program “MICA” (Web Service, Service, Application) – software designed for the analysis of speech interactions, developed using neural network and artificial intelligence technologies. The program performs automated analytical processing of the Licensee’s interactions with third parties, including audio transcription, classification of utterances, evaluation against predefined scenarios (scripts), report generation, and correlation of results with external systems (including but not limited to POS/CRM). The scope of use is measured in minutes of analytical processing.
The algorithms and source code components are trade secrets of LLP “MICA”, and any use thereof without the consent of LLP “MICA” shall be considered a violation of its exclusive rights.
1.2. License – activation of the Service’s functionalities for a fixed term in accordance with this Offer Agreement and the applicable Tariffs.
1.3. Licensee – a legal entity, sole proprietor, or individual who has accepted the terms of this Agreement and/or uses the Service within the scope of the granted access rights.
1.4. Account – an information resource consisting of the Service with a unique identifier.
1.5. User Account – a record in the Licensor’s system (login/password pair or special API key) that stores data and enables identification of the Licensee’s Authorized User.
1.6. Authorized User – a user registered in the Service by the Licensee.
1.7. Access Credentials – login (email specified by the Licensee upon registration in the Service) and password granting system access with corresponding rights.
1.8. Registration Data – email, full name of the individual (including national ID/TIN) and/or the name of the legal entity (including BIN/TIN/OGRN), and contact telephone.
1.9. Personal Account (Dashboard) – a secure area of the Service where the Licensee can manage the Account, view content and analysis results, and perform other actions provided by the Service functionality. Access requires Access Credentials.
1.10. Tariffs – the list of services provided by the Licensor with corresponding rates. Tariffs determine the cost of granting the right to use the “MICA” Service and the volume of analytical processing expressed in minutes.
1.11. API Access Key – a key for accessing the program interface, provided by the Licensor upon the Licensee’s request when the Licensee uses external applications or services to operate with the “MICA” program. It allows access to “MICA” program data from the Licensee’s applications.
1.12. Speech Analytics Processing – an automated process performed using the “MICA” program, including audio transcription, classification of utterances, evaluation of compliance with defined scenarios (scripts), generation of analytical reports, and correlation of obtained results with data from external systems, including but not limited to POS and CRM.
1.13. Analysis Minute – the minimum unit of measurement of the “MICA” program’s functionality usage. The duration of each session is rounded up to the nearest full minute (e.g., 61 seconds equals 2 minutes).
1.14. Billing – the procedure for calculating the cost of Service usage based on the number of analysis minutes consumed, in accordance with the Operator’s current Tariffs.
1.15. Analysis Package – a prepaid block of minutes granted to the Licensee for use of the “MICA” program’s functionality within the granted non-exclusive license. The Analysis Package remains valid until fully consumed, regardless of calendar period, unless otherwise provided herein or by additional agreement of the Parties.
2. SUBJECT OF THE AGREEMENT
2.1. The Licensor undertakes to grant the Licensee the right to use the “MICA” computer program within its functional capabilities by means of remote access to the Web Service via the Internet, hosted on the Licensor’s server located in the Republic of Kazakhstan, for the independent use by the Licensee.
2.2. The terms of access to the Web Service functionality shall be determined in accordance with the Tariffs published on the official website of the Licensor at https://4sell.ai/#pricing.
2.3. The conclusion of this Agreement by the Licensee with the Licensor (acceptance of this Offer) shall be effected by performing one of the following actions:
2.3.1. confirmation of the Licensee’s registration by the “MICA” Web Service and sending of a registration confirmation email to the Licensee’s email address specified during registration;
2.3.2. payment for access to the “MICA” Web Service in accordance with Clause 3.3 of this Agreement;
2.3.3. installation, launch, or any other commencement of use of the “MICA” Web Service.
2.4. Upon the Licensee’s acceptance as described above, it shall be deemed that:
2.4.1. the Licensee has read, agreed to, and accepted the Licensor’s offer;
2.4.2. the Licensor has received the acceptance;
2.4.3. the License Agreement – Offer has been concluded, does not require bilateral signing, and is valid in electronic form;
2.4.4. the requirement for written form has been satisfied;
2.4.5. the service shall be deemed rendered by the Licensor to the Licensee from the moment of access opening to the Web Service.
2.5. From the moment of conclusion of the Agreement, the Licensee enters into contractual relations with the Licensor in accordance with the Civil Code of the Republic of Kazakhstan. The Licensor warrants that it possesses all necessary rights to the Web Service to grant such rights to the Licensee.
2.6. The Licensee shall bear full responsibility for the safekeeping of its login and password for access to the Web Service and for any losses that may arise due to unauthorized use of its login, password and/or access channel. The Licensor shall not be liable for, and shall not compensate, any losses caused by unauthorized access by third parties to information placed by the Licensee.
2.7. In the event that the Licensee provides its login and password to third parties enabling them to access the “MICA” personal account, all actions performed using such login and password shall be deemed to have been performed by the Licensee. The Licensee shall bear full responsibility for the actions of third parties to whom it has given its login and password.
2.8. The Licensor’s obligations are limited to those set forth in this Agreement. In particular, the Licensor shall not be obliged to provide the Licensee with Internet access. The Licensee shall obtain Internet access independently and at its own expense. The Licensor shall also not provide facilities for sending or receiving electronic messages by the Licensee at the Licensee’s office; configuring and/or diagnosing computer hardware or software; or training the Licensee and/or its employees in software and hardware operation.
2.9. Connection to the Web Service shall be governed by the terms of this Agreement. The Licensor may amend the terms of this Agreement (including any part thereof) at any time at its sole discretion, by publishing a new version of the Agreement on its official website at https://4sell.ai/public-offer, with or without prior notice to the Licensee, but not less than ten (10) calendar days before such changes take effect. The Licensee agrees that such publication of the updated Agreement shall constitute sufficient and proper notice of amendment by the Licensor.
2.10. The current version of the Agreement shall always be publicly available on the Licensor’s website at https://4sell.ai/public-offer.
2.11. Access to the Web Service shall be provided to the Licensee in accordance with the internationally recognized “as is” principle, i.e., any issues arising during use, support, or operation of the Web Service (including compatibility with other software, packages, drivers, ambiguities in documentation, discrepancies between the results of using the Web Service and the Licensee’s expectations, etc.) shall not be the subject of this Agreement, and the Licensor shall not be liable for them.
3. COST OF CONNECTION, PAYMENT PROCEDURE, REFUNDS
3.1. The cost of connecting paid Applications of the Web Service shall be determined in accordance with the Tariffs published on the Licensor’s website at https://4sell.ai/#pricing.
3.2. The Licensor may, at any time and unilaterally, amend the Tariffs by publishing the updated Tariffs on its website at the address specified above. Such amendment may be made with or without prior notice to the Licensee.
3.3. Connection to the “MICA” Service shall be provided on the basis of 100% advance payment. Activation of access to the Service functionality shall be made by the Licensor after receipt of payment from the Licensee. The Licensee shall independently select a method of payment from those offered in the Personal Account on the “MICA” web platform located at https://4sell.ai/#pricing. The date of payment shall be deemed the date on which the funds are credited to the Licensor’s bank account. Payments shall be made in Kazakhstani tenge by wire transfer to the Licensor’s bank account specified in this Agreement, unless otherwise provided in the issued invoice.
3.4. The payment made shall constitute payment for access to the “MICA” Service in the amount of the prepaid package of minutes determined by the Licensee on the basis of the invoice issued by the Licensor. The package of minutes shall be granted to the Licensee without limitation of term and shall remain available until fully consumed. Renewal or extension of the package of minutes shall be provided only after the Licensee makes an additional payment on the basis of a separately issued invoice.
3.5. After receipt of payment, the Licensor shall generate a unilateral Act in the Licensee’s Personal Account or send it to the Licensee’s email address specified at registration/connection to the Web Service, or otherwise provide it in the Personal Account.
3.6. All expenses, including bank commission, related to payment of funds under this Agreement shall be borne by the Licensee.
3.7. For the purposes of this Agreement, “implementation of the MICA Service” shall mean the set of technical measures aimed at integrating the Service with the Licensee’s infrastructure (including but not limited to IP telephony, CRM systems, POS systems, audio devices), providing access to the Personal Account, and configuring and activating analytical processing parameters.
3.8. The Licensor’s obligations under this Agreement shall be deemed fully performed from the moment the Licensee is granted access to the Service. From that time, the Agreement shall be considered fully executed, regardless of the Licensee’s actual use of the Service.
4. PROCEDURE FOR CONNECTING TO THE “MICA” WEB SERVICE
4.1. For the term of this Agreement, the Licensor grants the Licensee a non-exclusive, non-transferable, non-assignable, and limited right to use the “MICA” Service (simple non-exclusive license) solely for the Licensee’s business operations, provided that such actions do not include leasing or renting the Service.
4.2. Access to the “MICA” Service shall be provided to the Licensee after completion of the registration procedure, as a result of which a unique User Account (Account) is created for the Licensee.
Access to the Service functionality shall be granted subject to 100% advance payment for the specified volume of analysis minutes in accordance with the terms of this Agreement.
4.3. During registration, the Licensee or its Authorized User shall independently select a login (unique symbolic identifier of the Licensee’s or Authorized User’s Account) and a password for access to the Account.
4.4. The Licensor draws the Licensee’s attention to the fact that within the acquired package of analysis minutes, additional options not included in the base cost may be provided under the Tariffs. The right to use such additional options shall be granted on a paid basis, requires separate payment, and/or may require entering into a separate agreement with a third party providing the respective service, functionality, or software.
4.5. In the event of non-payment for additional analysis minutes of speech interactions, the Licensor shall have the right to suspend the Licensee’s access to the “MICA” Service functionality after full consumption of the previously prepaid package of minutes.
4.6. Restoration of access to the “MICA” Service functionality shall be carried out after receipt by the Licensor’s bank account of payment in an amount sufficient to purchase a new package of analysis minutes in accordance with the terms of this Agreement.
5. RULES FOR USING THE “MICA” SERVICE
5.1. Registration in the Service shall be carried out by the Licensee independently by providing its Access Credentials. Access Credentials used by the Licensee for accessing the “MICA” Web Service are not recoverable by the Licensor. Password recovery shall be carried out by the Licensee independently.
5.2. The Licensee shall bear full responsibility for any actions and/or omissions leading to the disclosure, loss, or theft of its Registration Data and any other identifying information, as well as for any actions and/or omissions of third parties using the Licensee’s data. The Licensor shall not be liable for the above actions of the Licensee and/or third parties using the Licensee’s data.
5.3. When using the Service, it is prohibited to perform any actions aimed at obtaining unauthorized access to the Licensor’s Service resources, personal accounts, or other Licensees’ data, as well as any other data accessible via the Internet. Mass distribution of electronic messages (email or other individual messaging tools) of a commercial, advertising, or other unsolicited nature (“spam”) without the recipient’s prior consent is prohibited, except for communications where the recipient has agreed and has the ability to unsubscribe.
5.4. Distribution of “spam” via resources not owned by the Licensor is prohibited if such messages contain references (website address, email address, etc.) maintained by the Licensor.
5.5. The Licensee shall use the Service solely for lawful purposes and in lawful ways in compliance with the legislation of the Republic of Kazakhstan.
5.6. The Licensee shall bear responsibility for the content of information resources created and maintained by it. The Licensor does not exercise prior control over the Licensee’s posted or distributed content; however, where such posting or distribution contradicts applicable law, the Licensor shall be entitled to block or delete such resources without prior notice.
5.7. It is prohibited to post or distribute photographic or video materials of pornographic, vulgar, or violent nature, as well as any materials infringing intellectual property rights or laws, including calls for violence, overthrow of government, or discrimination on the basis of gender, race, religion, nationality, etc.
5.8. It is prohibited to post or distribute any information or software that can be used solely for hacking computer systems or that contains viruses or other equivalent harmful components.
5.9. It is prohibited to post so-called “doorway pages” or other forms of search spam.
5.10. The Licensee undertakes not to damage the software shell of the “MICA” Service, technical and software means, Licensor’s or third-party network nodes.
5.11. The Licensee undertakes to respect the intellectual property rights to software and documentation provided by the Licensor and/or third parties.
5.12. The description, conditions, connection procedures (if any), and other relevant information for each applicable tariff shall be specified in the relevant sections of the Web Service/Personal Account, and the Licensee is obliged to review them before activating a specific tariff.
5.13. By obtaining the right to use the “MICA” Web Service, the Licensee acknowledges the Licensor’s right to place the textual reference “Powered by MICA” in the footer of the Licensee’s websites, and to use the Licensee’s logo on the Licensor’s website, in presentations, marketing materials, partner websites, press releases, and public appearances, provided that such use, reproduction, display, or representation relates to advertising or promotion.
5.14. Under no circumstances may the Licensee, either personally or through third parties: reproduce, copy, and/or transfer to any medium the software code of the “MICA” Web Service, including enabling others to do so; reverse engineer, decompile, or disassemble the Web Service; sell or otherwise transfer the rights and obligations under this Agreement, the Service itself, or materials contained therein to third parties; pledge, contribute to the charter capital of another company, or otherwise encumber the Service; remove or obscure copyright notices, Licensor’s trademarks, or the textual reference “Powered by MICA”; perform any actions with respect to the Service that violate applicable laws of the Republic of Kazakhstan or international legal norms in the field of computer programs.
5.15. Transfer of the right to use the Service (simple non-exclusive license) under this Agreement shall not entail transfer of ownership, nor create any right of redemption or acquisition of exclusive rights to the Service by the Licensee.
5.16. The algorithms and source code of the Service (including parts thereof) are the Licensor’s trade secrets. Any use thereof in violation of this Agreement shall be deemed an infringement of the Licensor’s rights and shall be sufficient grounds for revocation of rights granted under this Agreement.
5.17. The Licensee shall use the API Access Key provided by the Licensor solely within the framework of the “MICA” program and exclusively for interaction with it, without integration with other software. In case of unauthorized use of the API Key with other software, the Licensor shall have the right to fully or partially block such API Key unilaterally without any liability.
5.18. The Licensee undertakes to independently ensure compliance of any personal data or other information uploaded, transmitted, or processed via the “MICA” Service with the requirements of the legislation of the Republic of Kazakhstan, including but not limited to obtaining valid consents from data subjects or having other lawful grounds for collection, processing, and transfer of such data.
6. RIGHTS AND OBLIGATIONS OF THE LICENSOR
6.1. The Licensor shall:
6.1.1. Grant the Licensee a non-exclusive, non-transferable right to use the “MICA” Service (simple non-exclusive license) solely for the Licensee’s business operations.
6.1.2. Ensure the operation of the “MICA” Service in accordance with the terms of this Agreement, 24 hours a day, 7 (seven) days a week, including weekends and public holidays (Service availability must be at least 90% of the time per month), except in cases provided for in this Agreement.
6.1.3. Maintain records of payments made by the Licensee for access to paid Applications of the Web Service.
6.1.4. Maintain the confidentiality of the Licensee’s credentials. The Licensor shall have access to the Licensee’s information only for the purpose of technical support of the Service and shall be entitled to access such information in cases of third-party claims regarding unlawful and/or harmful activities of the Licensee or other actions causing damage to the Web Service, the Licensor, and/or third parties. The Licensor may disclose such information only to competent government authorities in cases provided by the applicable legislation of the Republic of Kazakhstan. Backup of the Licensee’s data to prevent data loss shall not be deemed a breach of confidentiality.
6.2. The Licensor shall have the right to:
6.2.1. Suspend the operation of the Service for necessary scheduled preventive and repair works on the Licensor’s technical resources, for unscheduled works in emergency situations, and in case of non-payment.
6.2.2. Interrupt operation of the Service if caused, in particular, by the inability to use information and transport channels not owned by the Licensor, or by actions/omissions of third parties directly affecting the Web Service, including emergencies. The Licensor shall not be liable to the Licensee for any damages, losses, or lost profits, including those suffered by the Licensee and/or third parties due to disclosure, loss, or theft of the Licensee’s credentials, or for delays, interruptions, or inability to fully use the Licensor’s resources, licenses, or services resulting from the above reasons.
6.2.3. Amend this Agreement and the Tariffs by publishing such amendments on the Service website at https://4sell.ai/#pricing.
6.2.4. Update the content and functionality of the Service at any time at its sole discretion.
6.2.5. Block and/or delete the Licensee’s Account, including all content, without explanation, including but not limited to cases of violation by the Licensee of this Agreement or related documents, or in case of non-use of the Service for thirty (30) calendar days and absence of prepaid analysis minutes.
6.2.6. For the purposes of this Agreement, “non-use of the Service” shall mean the absence of records in the Licensor’s archive system of the Licensee’s authorizations or use of the prepaid analysis package. If the Licensee has a prepaid but unused Analysis Package, absence of activity (including authorizations and data uploads) shall not trigger any action by the Licensor. However, if the Licensee has no activity and no prepaid Analysis Package for more than thirty (30) calendar days, the Licensor shall have the right, at its discretion, to delete the Licensee’s Account and all related data.
6.2.7. Refer to the Licensee as a user of the Service and/or Licensor’s services in any form and on any medium (including on the Service website and in Licensor’s marketing materials).
7. RIGHTS AND OBLIGATIONS OF THE LICENSEE
7.1. The Licensee shall:
7.1.1. Timely provide the Licensor with complete, accurate, and truthful information necessary for connecting to the Service under this Agreement.
7.1.2. Use the connected Service in good faith. Information provided by the Licensee under this Agreement must comply with the legislation of the Republic of Kazakhstan. In case of non-compliance, the Licensee shall indemnify the Licensor for any losses incurred.
7.1.3. Timely and fully make payments in accordance with this License Agreement – Offer.
7.1.4. Monitor amendments to this Agreement, published on the Licensor’s website at https://4sell.ai/public-offer , and to the Tariffs, published on the Licensor’s website at https://4sell.ai/#pricing.
7.1.5. Fulfill other obligations set forth in this Agreement.
7.1.6. Independently obtain the necessary consents from data subjects for processing, transfer, and use of their personal data within the scope of using the Licensor’s Service. The Licensee confirms that it has all legal grounds and/or consents to transfer such data to the Licensor and for their processing through the Web Service. The Licensee shall be fully responsible for the lawful collection, use, and transfer of personal data in accordance with the laws of the Republic of Kazakhstan, including the Law of the Republic of Kazakhstan “On Personal Data and Their Protection.”
7.1.7. Ensure confidentiality of logins, passwords, access keys, and other identifiers required to use the Licensor’s Web Service. In case of loss or compromise of authentication data, the Licensee shall take all necessary measures to restore them. The Licensee shall be liable for all actions performed using its credentials, including actions by third parties, except where it is proven that such actions occurred due to the Licensor’s fault.
7.2. The Licensee shall have the right to:
7.2.1. Initiate orders for connection of new paid Applications during the term of the Agreement.
7.2.2. Monitor the progress and quality of connection of paid Applications of the Web Service without interfering with the Licensor’s activities.
7.2.3. Refrain from actions that may damage the Licensor’s business or reputation, or that of its partners and successors.
7.2.4. Use the Web Service only in the manner and within the limits specified by this Agreement.
7.2.5. Exercise other rights provided by this Agreement.
8. LIABILITY OF THE PARTIES
8.1. For all matters not regulated by this Agreement, as well as for resolving disputes arising during its performance, the Parties shall be governed by the legislation of the Republic of Kazakhstan. In the event of disputes, the Parties shall endeavor to resolve them through negotiations.
8.2. The Licensee shall be liable for any actions and/or omissions, whether intentional or unintentional, as well as for the actions and/or omissions of persons using its credentials, related to the placement and/or distribution of information on the Internet, access to third-party resources using the Licensor’s resources, which result in and/or may result in violations of the legislation of the Republic of Kazakhstan or other applicable laws, and for any harm caused by such actions and/or omissions to the Licensor, third parties, or public order. The Licensor shall not be liable for such actions and/or omissions of the Licensee or persons using its credentials, or for the consequences thereof.
The Licensee shall also be liable for any unlawful actions and/or omissions of the Licensee and/or persons using its credentials that cause harm to the Licensor and lead to claims, lawsuits by third parties, and/or government-imposed fines due to violations of third-party rights and/or applicable legislation, including damage to business reputation. The Licensee shall indemnify the Licensor for all possible losses.
8.3. Pursuant to Clause 8.3 of this Agreement, the Licensee shall, upon the Licensor’s request, immediately provide all requested information relating to the placement and content of materials used in the “MICA” program, assist the Licensor in resolving such claims and lawsuits, and indemnify the Licensor for any losses incurred as a result of such claims, lawsuits, or sanctions.
8.4. The Licensor shall not be financially liable to the Licensee and shall not refund payments made under this Agreement if the Service Applications were not used due to the Licensee’s fault (e.g., erroneous payment resulting in “unidentified payments,” breach of the Agreement’s terms, including resulting in full or partial loss of the Licensee’s data, third-party fault such as utility providers, etc.). Actual non-use of the Service by the Licensee for reasons beyond the Licensor’s control shall not be grounds for a refund.
8.5. The Licensor shall not be liable to the Licensee for lost profits.
8.6. If proper performance of the Agreement becomes impossible due to force majeure circumstances that the Parties could not foresee or prevent (natural disasters, changes in the legislation of the Republic of Kazakhstan, actions of government authorities, military actions of any kind, etc.), neither Party shall be entitled to demand compensation from the other Party for losses caused by improper performance or non-performance of this Agreement (including lost profits).
8.7. The Licensor shall not be liable for discrepancies between the “MICA” program and the Licensee’s subjective expectations or perceptions of the program and its results.
8.8. If the Licensee, through the “MICA” program, connects to any third-party services, resources, or platforms (though integrated or linked with the Licensor’s Program but provided under separate agreements with third parties, such as service owners or providers), the Licensor shall not be liable for the actions/omissions of such third parties or the Licensee, nor for the outcomes of such interactions, including but not limited to submission of requests, documents, signing of documents, sending of messages, transfer of personal data, etc.
8.9. The Licensor, processing personal data of individuals on behalf of the Licensee, shall not be liable for the Licensee’s non-compliance with the personal data legislation of the Republic of Kazakhstan, including failure to obtain proper consents from individuals for processing, transfer, or other use of personal data.
8.10. The Licensee undertakes to independently ensure that all personal data and other information uploaded, transmitted, or processed through the “MICA” Service comply with the requirements of the legislation of the Republic of Kazakhstan, including but not limited to obtaining valid consents from data subjects or having other lawful grounds for collection, processing, and transfer of such data.
8.11. The Licensee shall bear full responsibility for the lawful collection, content, and use of personal data (both its own and third parties’) and other information posted or processed through the Service, as well as for any consequences related to violations of legislation on personal data processing, provided to the Licensor.
9. TERMINATION OF THE AGREEMENT
9.1. The Parties may terminate this Agreement in cases expressly provided herein.
9.2. The Agreement may be terminated:
9.2.1. By the Licensee, if the Licensor breaches its obligations under the Agreement for more than thirty (30) business days;
9.2.2. By the Licensor, at any time, with at least ten (10) business days’ prior notice to the Licensee before termination;
9.2.3. By mutual agreement of the Parties at any time.
10. MISCELLANEOUS
10.1. The Licensor may, if necessary, engage third parties possessing the required authority and qualifications to connect the Licensee to the Service and to ensure its functioning.
10.2. If actions of the Licensee result in claims, lawsuits, or sanctions from third parties and/or government authorities against the Licensor for violation of third-party rights and/or legislation, the Licensee shall, upon the Licensor’s request, immediately provide all information concerning the placement and content of materials used in the “MICA” Service, independently settle such claims and lawsuits, represent the Licensor in court, pay fines, and indemnify the Licensor for all possible losses. In such cases, the Licensor shall have the right to suspend/limit the Licensee’s access to the Service and notify the claimants of the Licensee’s full responsibility. Resumption of access shall require the Licensee to provide notarized documents confirming settlement of such claims, lawsuits, or fines.
10.3. Any disputes and disagreements under this Agreement shall be resolved through negotiations. Before applying to court, the Parties shall send written claims:
– to the Licensor, at the address specified in the Agreement,
– to the Licensee, at the Licensee’s email address or via electronic document management with enhanced qualified electronic signature, or by postal mail.
The Party whose rights are infringed shall send a claim to the other Party, which must respond within ten (10) business days from receipt. Claims must include: the applicant’s demands, the claim amount, substantiated calculation, factual circumstances, and supporting evidence with references to regulations.
10.4. Disputes unresolved under the claims procedure may be submitted by the interested Party to the court at the location of the relevant Party, in accordance with the laws of the Republic of Kazakhstan, not earlier than ten (10) business days after the expiry of the claim response period specified in Clause 10.3.
10.5. The Parties agree that document exchange under this Agreement may be conducted electronically via telecommunications channels with the use of a digital signature. The Parties confirm that electronic documents signed with a digital signature shall be legally equivalent to paper documents signed in handwriting.
10.6. Electronic documents compliant with legal requirements may be recognized as primary accounting documents, used as evidence in court, and submitted to government authorities upon request. The existence of an agreement on legally significant electronic document exchange shall not preclude the use of other means of preparing and exchanging documents.
10.7. The Parties agree that all messages and scanned signed documents sent through or within the Service, as well as emails sent from the Licensee’s registered email address in the Service to email addresses with the domain @4sell.ai and vice versa, shall be deemed signed with a simple digital signature and legally equivalent to paper documents signed by the Licensee’s authorized representative or, if the Licensee is an individual entrepreneur, by the Licensee personally.
10.8. The Licensee shall provide the Licensor, via email at support@4sell.ai, with a list of the Licensee’s responsible persons (full name and email address) within five (5) business days of payment for analysis minutes. If no such list is provided, the responsible persons shall be deemed the account users listed in the Licensee’s Personal Account. The Licensor may send legally significant notices to such responsible persons at their email addresses.
10.9. The Parties confirm that information transmitted to the Licensee in the manner described in Clause 10.8 complies with the laws of the Republic of Kazakhstan, is legally significant, is directed to the Licensee’s authorized persons, and may be used as admissible evidence in court.
11. PERSONAL DATA PROCESSING
11.1. Where connection to and use of the Service involve the processing of Personal Data, including the use of OCR software for documents (scans, photos) containing personal data, the Licensee acknowledges, agrees, and confirms consent to the processing by the Licensor of:
– the Licensee’s own personal data,
– personal data entered by the Licensee or its clients (customers, buyers) into the “MICA” Service,
– personal data of the Licensee’s employees or clients transferred to the Licensor for processing.
By joining this Agreement, the Licensee authorizes the Licensor to process such data. The purposes, duration, methods of processing, categories of data processed, and other mandatory conditions are as set forth in this section of the Agreement.
11.2. Any processing of personal data provided by the Licensee shall be carried out in the Licensee’s interests and within the purposes defined by the Licensee, but always within the Licensor’s obligations under this Agreement.
11.3. Provision of personal data includes, inter alia, transfer of data contained in audio recordings of telephone conversations between the Licensee’s employees and its clients, processed through the speech analytics functionality of the Service.
11.4. The Licensor shall maintain confidentiality of the Licensee’s personal data and the personal data entrusted by the Licensee, in accordance with internal policies and the legislation of the Republic of Kazakhstan. The Licensor shall ensure data security, taking legal, organizational, and technical measures to protect against unlawful or accidental access, destruction, alteration, blocking, copying, provision, dissemination, or other unlawful actions.
11.5. If the Licensee provides the Licensor with third-party personal data, the Licensee warrants the legality of its collection and the existence of consents, and assumes responsibility for accuracy and lawfulness. The Licensor shall not be liable for Licensee’s provision of third-party data without proper consent.
11.6. The Licensee shall define the purposes of processing and ensure compliance of data volume with such purposes. The Licensor shall inform all persons engaged in processing that the data is confidential and may only be used for stated purposes.
11.7. The Licensee shall, upon request, provide written confirmation of third-party consents for lawful collection and processing of their personal data by both the Licensee and the Licensor.
11.8. Categories of personal data subject to processing authorization include:
a) full name of contact person;
b) contact telephone number;
c) access to the Company’s/Contact Person’s CRM system;
d) list of employees;
e) email address;
f) sales funnels;
g) transaction data.
Authorization is valid for the term of this Agreement plus six (6) calendar months.
11.9. The Licensee authorizes the Licensor to process personal data by:
a) collecting, receiving, recording, systematizing, accumulating, extracting, using, anonymizing, and storing;
b) clarifying (updating, modifying);
c) using for performance of this Agreement;
d) providing as required by the laws of the Republic of Kazakhstan;
e) sending commercial offers, newsletters, and marketing communications;
f) providing to third parties in Kazakhstan for performance of this Agreement (including subcontracted processing);
g) cross-border transfer to suppliers, consultants, and other third parties (including affiliates, subcontractors, agents, successors) engaged by the Licensor for purposes defined herein.
11.10. The Licensor shall process and ensure confidentiality of personal data in compliance with the legislation of the Republic of Kazakhstan.
12. FINAL PROVISIONS
12.1. This License Agreement – Offer, as well as all legal relations arising hereunder, shall be governed by and interpreted in accordance with the laws of the Republic of Kazakhstan.
12.2. This Agreement enters into force upon the Licensee’s acceptance as defined herein and remains valid until full performance of the Parties’ obligations.
12.3. The Licensee confirms that all terms of this Agreement are clear to it and that it accepts them unconditionally and in full.
13. DETAILS OF THE LICENSOR
Limited Liability Partnership “MICA”
BIN: 250640030539
Registered Address: Republic of Kazakhstan, Karaganda region, Karaganda city, 100012, Abay street, building 48, unit 1
Bank Account: KZ728562203146935346
JSC “BankCenterCredit”
BIC: KCJBKZKX
KBe: 17
7.1. The Licensee shall:
7.1.1. Timely provide the Licensor with complete, accurate, and truthful information necessary for connecting to the Service under this Agreement.
7.1.2. Use the connected Service in good faith. Information provided by the Licensee under this Agreement must comply with the legislation of the Republic of Kazakhstan. In case of non-compliance, the Licensee shall indemnify the Licensor for any losses incurred.
7.1.3. Timely and fully make payments in accordance with this License Agreement – Offer.
7.1.4. Monitor amendments to this Agreement, published on the Licensor’s website at https://4sell.ai/public-offer , and to the Tariffs, published on the Licensor’s website at https://4sell.ai/#pricing.
7.1.5. Fulfill other obligations set forth in this Agreement.
7.1.6. Independently obtain the necessary consents from data subjects for processing, transfer, and use of their personal data within the scope of using the Licensor’s Service. The Licensee confirms that it has all legal grounds and/or consents to transfer such data to the Licensor and for their processing through the Web Service. The Licensee shall be fully responsible for the lawful collection, use, and transfer of personal data in accordance with the laws of the Republic of Kazakhstan, including the Law of the Republic of Kazakhstan “On Personal Data and Their Protection.”
7.1.7. Ensure confidentiality of logins, passwords, access keys, and other identifiers required to use the Licensor’s Web Service. In case of loss or compromise of authentication data, the Licensee shall take all necessary measures to restore them. The Licensee shall be liable for all actions performed using its credentials, including actions by third parties, except where it is proven that such actions occurred due to the Licensor’s fault.
7.2. The Licensee shall have the right to:
7.2.1. Initiate orders for connection of new paid Applications during the term of the Agreement.
7.2.2. Monitor the progress and quality of connection of paid Applications of the Web Service without interfering with the Licensor’s activities.
7.2.3. Refrain from actions that may damage the Licensor’s business or reputation, or that of its partners and successors.
7.2.4. Use the Web Service only in the manner and within the limits specified by this Agreement.
7.2.5. Exercise other rights provided by this Agreement.
8. LIABILITY OF THE PARTIES
8.1. For all matters not regulated by this Agreement, as well as for resolving disputes arising during its performance, the Parties shall be governed by the legislation of the Republic of Kazakhstan. In the event of disputes, the Parties shall endeavor to resolve them through negotiations.
8.2. The Licensee shall be liable for any actions and/or omissions, whether intentional or unintentional, as well as for the actions and/or omissions of persons using its credentials, related to the placement and/or distribution of information on the Internet, access to third-party resources using the Licensor’s resources, which result in and/or may result in violations of the legislation of the Republic of Kazakhstan or other applicable laws, and for any harm caused by such actions and/or omissions to the Licensor, third parties, or public order. The Licensor shall not be liable for such actions and/or omissions of the Licensee or persons using its credentials, or for the consequences thereof.
The Licensee shall also be liable for any unlawful actions and/or omissions of the Licensee and/or persons using its credentials that cause harm to the Licensor and lead to claims, lawsuits by third parties, and/or government-imposed fines due to violations of third-party rights and/or applicable legislation, including damage to business reputation. The Licensee shall indemnify the Licensor for all possible losses.
8.3. Pursuant to Clause 8.3 of this Agreement, the Licensee shall, upon the Licensor’s request, immediately provide all requested information relating to the placement and content of materials used in the “MICA” program, assist the Licensor in resolving such claims and lawsuits, and indemnify the Licensor for any losses incurred as a result of such claims, lawsuits, or sanctions.
8.4. The Licensor shall not be financially liable to the Licensee and shall not refund payments made under this Agreement if the Service Applications were not used due to the Licensee’s fault (e.g., erroneous payment resulting in “unidentified payments,” breach of the Agreement’s terms, including resulting in full or partial loss of the Licensee’s data, third-party fault such as utility providers, etc.). Actual non-use of the Service by the Licensee for reasons beyond the Licensor’s control shall not be grounds for a refund.
8.5. The Licensor shall not be liable to the Licensee for lost profits.
8.6. If proper performance of the Agreement becomes impossible due to force majeure circumstances that the Parties could not foresee or prevent (natural disasters, changes in the legislation of the Republic of Kazakhstan, actions of government authorities, military actions of any kind, etc.), neither Party shall be entitled to demand compensation from the other Party for losses caused by improper performance or non-performance of this Agreement (including lost profits).
8.7. The Licensor shall not be liable for discrepancies between the “MICA” program and the Licensee’s subjective expectations or perceptions of the program and its results.
8.8. If the Licensee, through the “MICA” program, connects to any third-party services, resources, or platforms (though integrated or linked with the Licensor’s Program but provided under separate agreements with third parties, such as service owners or providers), the Licensor shall not be liable for the actions/omissions of such third parties or the Licensee, nor for the outcomes of such interactions, including but not limited to submission of requests, documents, signing of documents, sending of messages, transfer of personal data, etc.
8.9. The Licensor, processing personal data of individuals on behalf of the Licensee, shall not be liable for the Licensee’s non-compliance with the personal data legislation of the Republic of Kazakhstan, including failure to obtain proper consents from individuals for processing, transfer, or other use of personal data.
8.10. The Licensee undertakes to independently ensure that all personal data and other information uploaded, transmitted, or processed through the “MICA” Service comply with the requirements of the legislation of the Republic of Kazakhstan, including but not limited to obtaining valid consents from data subjects or having other lawful grounds for collection, processing, and transfer of such data.
8.11. The Licensee shall bear full responsibility for the lawful collection, content, and use of personal data (both its own and third parties’) and other information posted or processed through the Service, as well as for any consequences related to violations of legislation on personal data processing, provided to the Licensor.
9. TERMINATION OF THE AGREEMENT
9.1. The Parties may terminate this Agreement in cases expressly provided herein.
9.2. The Agreement may be terminated:
9.2.1. By the Licensee, if the Licensor breaches its obligations under the Agreement for more than thirty (30) business days;
9.2.2. By the Licensor, at any time, with at least ten (10) business days’ prior notice to the Licensee before termination;
9.2.3. By mutual agreement of the Parties at any time.
10. MISCELLANEOUS
10.1. The Licensor may, if necessary, engage third parties possessing the required authority and qualifications to connect the Licensee to the Service and to ensure its functioning.
10.2. If actions of the Licensee result in claims, lawsuits, or sanctions from third parties and/or government authorities against the Licensor for violation of third-party rights and/or legislation, the Licensee shall, upon the Licensor’s request, immediately provide all information concerning the placement and content of materials used in the “MICA” Service, independently settle such claims and lawsuits, represent the Licensor in court, pay fines, and indemnify the Licensor for all possible losses. In such cases, the Licensor shall have the right to suspend/limit the Licensee’s access to the Service and notify the claimants of the Licensee’s full responsibility. Resumption of access shall require the Licensee to provide notarized documents confirming settlement of such claims, lawsuits, or fines.
10.3. Any disputes and disagreements under this Agreement shall be resolved through negotiations. Before applying to court, the Parties shall send written claims:
– to the Licensor, at the address specified in the Agreement,
– to the Licensee, at the Licensee’s email address or via electronic document management with enhanced qualified electronic signature, or by postal mail.
The Party whose rights are infringed shall send a claim to the other Party, which must respond within ten (10) business days from receipt. Claims must include: the applicant’s demands, the claim amount, substantiated calculation, factual circumstances, and supporting evidence with references to regulations.
10.4. Disputes unresolved under the claims procedure may be submitted by the interested Party to the court at the location of the relevant Party, in accordance with the laws of the Republic of Kazakhstan, not earlier than ten (10) business days after the expiry of the claim response period specified in Clause 10.3.
10.5. The Parties agree that document exchange under this Agreement may be conducted electronically via telecommunications channels with the use of a digital signature. The Parties confirm that electronic documents signed with a digital signature shall be legally equivalent to paper documents signed in handwriting.
10.6. Electronic documents compliant with legal requirements may be recognized as primary accounting documents, used as evidence in court, and submitted to government authorities upon request. The existence of an agreement on legally significant electronic document exchange shall not preclude the use of other means of preparing and exchanging documents.
10.7. The Parties agree that all messages and scanned signed documents sent through or within the Service, as well as emails sent from the Licensee’s registered email address in the Service to email addresses with the domain @4sell.ai and vice versa, shall be deemed signed with a simple digital signature and legally equivalent to paper documents signed by the Licensee’s authorized representative or, if the Licensee is an individual entrepreneur, by the Licensee personally.
10.8. The Licensee shall provide the Licensor, via email at support@4sell.ai, with a list of the Licensee’s responsible persons (full name and email address) within five (5) business days of payment for analysis minutes. If no such list is provided, the responsible persons shall be deemed the account users listed in the Licensee’s Personal Account. The Licensor may send legally significant notices to such responsible persons at their email addresses.
10.9. The Parties confirm that information transmitted to the Licensee in the manner described in Clause 10.8 complies with the laws of the Republic of Kazakhstan, is legally significant, is directed to the Licensee’s authorized persons, and may be used as admissible evidence in court.
11. PERSONAL DATA PROCESSING
11.1. Where connection to and use of the Service involve the processing of Personal Data, including the use of OCR software for documents (scans, photos) containing personal data, the Licensee acknowledges, agrees, and confirms consent to the processing by the Licensor of:
– the Licensee’s own personal data,
– personal data entered by the Licensee or its clients (customers, buyers) into the “MICA” Service,
– personal data of the Licensee’s employees or clients transferred to the Licensor for processing.
By joining this Agreement, the Licensee authorizes the Licensor to process such data. The purposes, duration, methods of processing, categories of data processed, and other mandatory conditions are as set forth in this section of the Agreement.
11.2. Any processing of personal data provided by the Licensee shall be carried out in the Licensee’s interests and within the purposes defined by the Licensee, but always within the Licensor’s obligations under this Agreement.
11.3. Provision of personal data includes, inter alia, transfer of data contained in audio recordings of telephone conversations between the Licensee’s employees and its clients, processed through the speech analytics functionality of the Service.
11.4. The Licensor shall maintain confidentiality of the Licensee’s personal data and the personal data entrusted by the Licensee, in accordance with internal policies and the legislation of the Republic of Kazakhstan. The Licensor shall ensure data security, taking legal, organizational, and technical measures to protect against unlawful or accidental access, destruction, alteration, blocking, copying, provision, dissemination, or other unlawful actions.
11.5. If the Licensee provides the Licensor with third-party personal data, the Licensee warrants the legality of its collection and the existence of consents, and assumes responsibility for accuracy and lawfulness. The Licensor shall not be liable for Licensee’s provision of third-party data without proper consent.
11.6. The Licensee shall define the purposes of processing and ensure compliance of data volume with such purposes. The Licensor shall inform all persons engaged in processing that the data is confidential and may only be used for stated purposes.
11.7. The Licensee shall, upon request, provide written confirmation of third-party consents for lawful collection and processing of their personal data by both the Licensee and the Licensor.
11.8. Categories of personal data subject to processing authorization include:
a) full name of contact person;
b) contact telephone number;
c) access to the Company’s/Contact Person’s CRM system;
d) list of employees;
e) email address;
f) sales funnels;
g) transaction data.
Authorization is valid for the term of this Agreement plus six (6) calendar months.
11.9. The Licensee authorizes the Licensor to process personal data by:
a) collecting, receiving, recording, systematizing, accumulating, extracting, using, anonymizing, and storing;
b) clarifying (updating, modifying);
c) using for performance of this Agreement;
d) providing as required by the laws of the Republic of Kazakhstan;
e) sending commercial offers, newsletters, and marketing communications;
f) providing to third parties in Kazakhstan for performance of this Agreement (including subcontracted processing);
g) cross-border transfer to suppliers, consultants, and other third parties (including affiliates, subcontractors, agents, successors) engaged by the Licensor for purposes defined herein.
11.10. The Licensor shall process and ensure confidentiality of personal data in compliance with the legislation of the Republic of Kazakhstan.
12. FINAL PROVISIONS
12.1. This License Agreement – Offer, as well as all legal relations arising hereunder, shall be governed by and interpreted in accordance with the laws of the Republic of Kazakhstan.
12.2. This Agreement enters into force upon the Licensee’s acceptance as defined herein and remains valid until full performance of the Parties’ obligations.
12.3. The Licensee confirms that all terms of this Agreement are clear to it and that it accepts them unconditionally and in full.
13. DETAILS OF THE LICENSOR
Limited Liability Partnership “MICA”
BIN: 250640030539
Registered Address: Republic of Kazakhstan, Karaganda region, Karaganda city, 100012, Abay street, building 48, unit 1
Bank Account: KZ728562203146935346
JSC “BankCenterCredit”
BIC: KCJBKZKX
KBe: 17
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Public Offer Agreement
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