Progmatic Lab Limited Liability Company (Progmatic Lab LLC), hereinafter referred to as the “Rightholder” or the “Provider”, represented by General Director Tatyana Alexandrovna Morlang, acting under the Charter, publishes this document, which constitutes an official offer (public offer) to individuals and legal entities wishing to acquire the right to use the computer program “XSDForge” (hereinafter referred to as the “Software”), in accordance with Clause 2 of Article 437 of the Civil Code of the Russian Federation.

This User Agreement (hereinafter referred to as the “Agreement”) governs the relations between the Rightholder and the person accepting this offer regarding the granting of the right to use the Software.

In this Agreement, unless the context expressly requires otherwise, the following terms shall have the meanings set forth below:

1.1. Acceptance means the User’s full and unconditional acceptance of the terms of this Agreement by performing the actions specified in Clause 2.3 of the Agreement.

1.2. Software / Program means the computer program “XSDForge”, which is an online editor and a tool for developing, reading, analyzing, and editing XSD schemas. The exclusive right to the Software belongs to the Rightholder.

1.3. Software Version means an edition of the Software having functional and technical characteristics that distinguish it from other editions.

1.4. Desktop Version means a version of the Software intended for installation and use on personal computers running Windows, macOS, or Linux operating systems.

1.5. Web Version means a version of the Software accessed via the Internet through a web browser without installation on the user’s device (under the SaaS model).

1.6. Simple (Non-Exclusive) License means the right to use the Software granted to the User while the Rightholder retains the right to grant licenses to other persons.

1.7. License Key (Activation Key) means a unique sequence of characters provided by the Rightholder to the User for activation of the right to use the Desktop Version of the Software.

1.8. Account means a set of data identifying the User in the Web Version of the Software and enabling access to the Software.

1.9. Tariff Plan means a set of parameters defining the Software version, license term, functional limitations, and license cost selected by the User from the list posted on the Website.

1.10. Website means the official website of the Rightholder on the Internet at: https://xsdforge.progmaticlab.com/, where up-to-date information about the Software and this Agreement is published.

2.1. In accordance with the terms of this Agreement, the Rightholder undertakes to grant the User, for remuneration and under a simple (non-exclusive) license, the right to use the XSDForge Software in accordance with the Tariff Plan selected by the User, and the User undertakes to pay the Rightholder the license fee.

2.2. A description of the available Software Versions, Tariff Plans, and the corresponding functional limitations (the number of schemas available for reading, editing, and creation), as well as the cost of licenses, is published on the Website and forms an integral part of this Agreement.

2.3. Procedure for Entering into the Agreement (Acceptance):

2.3.1. This Agreement constitutes a public offer. A person wishing to acquire the right to use the Software accepts the offer.

2.3.2. Acceptance of this Agreement shall be deemed to occur when the User makes payment of the invoice issued by the Rightholder on the basis of the User’s request for the selected Tariff Plan. The moment of acceptance is the moment when the funds are credited to the Rightholder’s settlement account.

2.3.3. From the moment of Acceptance, the Agreement shall be considered concluded in written form (Article 438 of the Civil Code of the Russian Federation). The User shall be deemed to have read and fully agreed to all the terms of this Agreement.

2.4. Prior to Acceptance, the User may familiarize themselves with the functionality of the Software within the trial version under the conditions published on the Website.

3.1. The Rightholder undertakes to:

3.1.1. Grant the User the right to use the Software in accordance with the terms of this Agreement and the selected Tariff Plan within 3 (three) business days from the date of receipt of 100% payment.

3.1.2. Provide the User with:

• for the Desktop Version, a License Key (Activation Key) to activate the Software on the corresponding number of devices;
• for the Web Version, access to the Software functionality by creating an Account or activating access to an existing Account.

3.1.3. During the license term, provide the User with all minor Software updates released by the Rightholder for the relevant version, aimed at fixing errors and improving stability.

3.1.4. Maintain confidentiality with respect to any information received from the User in connection with the performance of this Agreement, except for information necessary to fulfill financial and tax obligations.

3.2. The Rightholder has the right to:

3.2.1. Receive the license fee from the User.

3.2.2. Suspend the User’s access to the Software if the User violates the payment terms or other material terms of the Agreement until such violation is fully remedied.

3.2.3. Unilaterally amend the Tariff Plans and the cost of licenses by publishing the relevant information on the Website. The changes shall take effect for new Users from the moment of publication. For Users who have already paid for a license, changes in price and terms shall not apply during the paid period. The Rightholder shall notify the User of any change in price for subsequent periods at least 30 (thirty) calendar days before the end of the current paid period by sending information to the email address provided during registration/payment.

3.3. The User undertakes to:

3.3.1. Pay the license fee in a timely manner and in full.

3.3.2. Use the Software in accordance with its intended purpose and the terms of this Agreement, without exceeding the limitations established by the selected Tariff Plan, including with respect to the number of schemas, users, and other parameters.

3.3.3. Not modify, decompile, disassemble, reverse engineer, or perform any other actions aimed at extracting the Software source code, and not create derivative works based on the Software.

3.3.4. Not transfer the rights to use the Software to third parties, except where multiple employees of the User use the Software under a single team or corporate license. Transfer of a License Key from one individual to another is permitted only if the first individual completely ceases using the Software and removes it from their devices, provided that this does not violate the condition regarding simultaneous use.

3.3.5. Ensure the confidentiality of the License Keys and the data used to access the Account. All actions performed using the User’s keys or account credentials shall be deemed actions of the User.

3.3.6. Not use the Software for unlawful activities, not distribute malicious software, and not infringe the rights of third parties.

3.4. The User has the right to:

3.4.1. Use the Software in the ways provided by its functionality, depending on the acquired version.

4.1. The license fee for granting the right to use the Software shall be determined in accordance with the Tariff Plan selected by the User and published on the Website.

4.2. The license fee shall be paid by the User in the form of a one-time payment for the entire license term (1 year).

4.3. Payment shall be made by non-cash transfer of funds to the Rightholder’s settlement account, including through the payment services specified on the Website.

4.4. The User’s payment obligation shall be deemed fulfilled from the moment the funds are credited to the Rightholder’s settlement account.

4.5. The license fee is non-refundable, except in cases where the Rightholder breaches the warranties specified in Clause 6.1 of this Agreement, and in other cases expressly provided for by the applicable laws of the Russian Federation.

5.1. Technical support for the Software is not included in the license fee and may be provided under a separate agreement unless otherwise agreed by the Parties.

5.2. Under this Agreement, the Rightholder grants the User the right to receive all minor Software updates released during the paid license term.

5.3. Software versions with substantial changes in functionality (major updates) shall be provided to the User under a separate license agreement and for an additional fee.

6.1. The Rightholder warrants that it possesses all rights necessary to enter into this Agreement and grant rights to the User with respect to the Software.

6.2. Pursuant to Clause 1 of Article 1259 of the Civil Code of the Russian Federation, copyright objects are protected regardless of their merits or purpose. Taking this into account, as well as the complexity and variety of the conditions under which the Software may be used, the Rightholder provides no warranties that the Software will meet the User’s specific purposes and expectations or that it will operate without errors or interruptions.

6.3. The Software is provided to the User under the generally accepted international principle “AS IS”. The User assumes all risks associated with the use of the Software, including the risks that the Software may not meet their needs, the risk of data loss, losses resulting from inability to use the Software, and other risks.

6.4. The only exception to the “AS IS” principle is the warranties of the Rightholder set forth in Clause 6.1 of this Agreement. In the event of a breach of these warranties, the User shall have the right to demand termination of the contract and a refund of the paid fee.

6.5. The User bears full responsibility for compliance with applicable law, including personal data legislation, when working with XSD files and other data using the Software.

6.6. For violation of the Software usage terms set forth in Clauses 3.3.3 and 3.3.4 of this Agreement, the User shall be liable in accordance with the applicable laws of the Russian Federation. The Rightholder shall have the right to claim compensation for damages incurred.

6.7. In the event of a delay in payment of the license fee, the User shall pay the Rightholder a penalty in the amount of 0.1% of the overdue payment amount for each day of delay.

6.8. The aggregate liability of the Rightholder under this Agreement shall be limited to the amount of the license fee actually paid by the User.

6.9. The Rightholder shall not be liable for any indirect damages, lost profits, or loss of the User’s data.

6.10. Violation by the User of the Rightholder’s exclusive rights to the Software, expressed in actions expressly prohibited by Clause 3.3.3 of this Agreement, shall be recognized as a material breach. For such violation, the User shall pay the Rightholder a fine of RUB 100,000 (one hundred thousand rubles). Payment of the penalty shall not release the User from the obligation to immediately cease the violation and compensate the Rightholder for damages in the amount exceeding the penalty amount.

7.1. Subject Matter: The Rightholder undertakes to ensure that the User has the ability to access the Web Version of the Software remotely on a 24/7 basis during the license term, except during scheduled maintenance periods and for the duration of force majeure circumstances.

7.2. Service Availability (SLA): The Rightholder guarantees that the availability of the Web Version of the Software, meaning the time during which the User can access the Service and use its core functions, shall be at least 90% (ninety percent) per month. Availability is calculated excluding the time of scheduled downtime and force majeure.

7.3. Scheduled Maintenance: The Rightholder has the right to carry out scheduled technical maintenance with prior notice to the User by publishing the relevant information on the Website at least 24 (twenty-four) hours in advance.

7.4. Liability for Unavailability: If the actual availability of the Service in a calendar month falls below the guaranteed level of 90%, the User has the right to demand a proportional reduction in the cost of the license for the relevant period. The calculation procedure and the amount of such reduction shall be agreed by the Parties additionally.

8.1. With respect to the Desktop Version of the Software, which is installed on the User’s equipment and operates locally, the Rightholder has no access to any of the User’s data. The User independently bears responsibility for compliance with personal data legislation.

8.2. With respect to the Web Version of the Software, the User may upload or process data using the functionality of the Software, including XSD files, XML files, or ZIP archives. The User independently determines the content of such files and bears responsibility for compliance with the law, including personal data legislation, when using them. The Rightholder processes the personal data of users of the Web Version of the Software, such as account data, technical service access data, and support request data, as a personal data operator for the purpose of providing access to the functionality of the Software, ensuring operation of the Service, and performing this Agreement. The Rightholder does not purposefully process personal data that may be contained in files uploaded by the User when using the Software and does not analyze the contents of such files except to the extent necessary for the technical performance of the Service functions. Data processing is carried out in accordance with the Privacy Policy published on the Website.

9.1. Force Majeure: The Parties shall be released from liability for non-performance of obligations in the event of force majeure circumstances. The Party for whom performance has become impossible shall notify the other Party within 10 days.

9.2. Confidentiality: The terms of this Agreement constitute confidential information. The Parties undertake to preserve the confidentiality of each other’s information.

9.3. Dispute Resolution: Disputes shall be resolved by submitting a pre-trial claim. The period for responding to the claim shall be 30 days. If no agreement is reached, the dispute shall be referred to the Arbitration Court of Moscow for legal entities and individual entrepreneurs, or to a court of general jurisdiction at the location of the Rightholder for individuals, in accordance with the laws of the Russian Federation.

10.1. The license term, meaning the term of the right to use the Software, shall be 1 (one) year from the moment access is granted.

10.2. The Rightholder shall have the right to terminate the Agreement unilaterally out of court if the User delays payment for more than 30 days or commits the actions specified in Clauses 3.3.3 and 6.10 of the Agreement.

10.3. The User shall have the right to withdraw from the Agreement by giving the Rightholder written notice at least 30 days in advance. In this case, the paid fee shall not be refunded.

10.4. The Rightholder shall have the right to amend the text of the Agreement by publishing a new version on the Website. The amendments shall take effect for new Users from the moment of publication. For Users who have already paid for a license, the amendments shall not apply during the paid period.

Progmatic Lab Limited Liability Company (Progmatic Lab LLC)

Primary State Registration Number (OGRN): 5167746319230

Taxpayer Identification Number (INN): 7714957951 Tax Registration Reason Code (KPP): 771401001

Registered address: 125124, Moscow, 3-ya Yamskogo Polya St., Building 2, Block 7, Floor 3, Premises X, Office 56

Postal address: 125124, Moscow, 3-ya Yamskogo Polya St., Building 2, Block 7, Floor 3, Premises X, Office 56

Settlement account: 40702810938000104635 with PJSC Sberbank

Correspondent account: 30101810400000000225

BIC: 044525225

Email: xsdforge@progmaticlab.com

Phone: +7 (926) 206-56-03