Licence agreement (public offer)

This document is an offer by Valeria Maksimovna Romodina to conclude a licence agreement for the computer program Zerno on the conditions set out below. The offer is addressed to any person and is a public offer (clause 2 of article 437 of the Civil Code of the Russian Federation). The agreement is concluded in the simplified manner provided for computer programs (clause 5 of article 1286 of the Civil Code) and is a contract of adhesion (article 428 of the Civil Code).

01

Definitions

Program: the computer program Zerno in the versions for macOS and Windows published on the Website — an application for processing photographs that reproduces the character of film, optical and printing processes — including the built-in profiles of films, lenses, papers and processes, presets, documentation and all updates released during the term of the Licence
Licensor: Valeria Maksimovna Romodina, the holder of the rights to the Program, applying the special tax regime "Professional Income Tax" (Federal Law No. 422-FZ of 27 November 2018)
Licensee: the person who has accepted the conditions of this offer. The Licensee may be a legally capable individual aged 18 or over, an individual entrepreneur or a legal entity
Licence: the right to use the Program to the extent and for the term set out in section 3
Activation code: a string of the form ZRN-XXXX-XXXX-XXXX with which the Licensee activates the Program on their computer
Licence file: a file on the Licensee's computer, signed by the Licensor, confirming the Licence; it is issued to the Program automatically after activation or separately, as a .zernolic file
Computer: one device — a computer running macOS or Windows — on which the Program is installed. It is identified by the Computer code; it survives a reinstall of the operating system
Computer code: a string of the form ZR-XXXX-XXXX in the Program's licence window — an irreversible digest (SHA-256) of the device's hardware identifier
Website: zerno.photo

02

Conclusion of the agreement

2.1. Payment for the Licence constitutes acceptance of the offer (clause 3 of article 438 of the Civil Code). The agreement is deemed concluded from the moment the payment reaches the Licensor or the payment service named on the Website. If the Licence is granted by arrangement without payment, acceptance is the activation of the Program with an Activation code or a Licence file.

2.2. By paying for the Licence, the Licensee confirms that they have read this offer and the privacy policy and accept them in full and without reservation, and also agrees to receive, at the address they gave, the Licensor's emails about new versions, features and products — no more than once a month, with the option to opt out via the link in any such email. Conditions not accepted by the Licensee are not covered by the Licence.

2.3. The agreement is governed by the edition of the offer in force at the moment of payment. The current edition is always available at zerno.photo/terms; a copy can be kept by printing the page.

03

Subject and scope of the licence

3.1. The Licensor grants the Licensee a simple (non-exclusive) licence to use the Program (articles 1235, 1236 and 1286 of the Civil Code).

Permitted uses: installing, launching and reproducing the Program in the computer's memory, and using it for its direct purpose — processing photographs
Number of computers: two at the same time, unless otherwise stated when the Licence is issued. Moving to another computer is allowed without restriction: the seat is freed in the Program's licence window ("Unlink this Mac") or, if the old computer is out of reach, automatically after 30 days or on request to support
Term: one year from the date the Licence is issued. Renewal for the same term is paid for separately at the price in force at the moment of renewal; the new year counts from the end of the previous one
Territory: worldwide
Updates: all versions of the Program, new profiles, presets and other elements released during the term of the Licence are included in it at no extra charge
Results of processing: files created by the Licensee with the Program belong to the Licensee. They may be used in any way, including commercially, without crediting the Program

3.2. The Program is a work protected by copyright (articles 1259 and 1261 of the Civil Code). The exclusive right to the Program, its source code, profiles, presets, design, documentation and the materials of the Website belongs to the Licensor and is not transferred under this agreement. The Licensee is granted only the right of use to the extent of section 3.

3.3. The Licence is non-transferable. The Licensee may not assign it, sell it, lease it, or pass the Activation code or the Licence file to third parties. An organisation may use one Licence on the stated number of its computers; for more workplaces additional Licences are needed.

3.4. The Licensee does not submit reports on the use of the Program (clause 1 of article 1237 of the Civil Code).

04

What is prohibited

4.1. The Licensee is prohibited from: circumventing, disabling or forging the Licence check; modifying, decompiling or disassembling the Program beyond what is expressly permitted by article 1280 of the Civil Code; extracting from the Program the profiles of films, lenses, papers, presets and other built-in data for use outside the Program; distributing the Program, its parts, Activation codes and Licence files; removing or altering the information about authorship and the rights holder.

4.2. The Licensee may make a backup copy of the Program for their own needs (article 1280 of the Civil Code).

4.3. In the event of a breach of section 4 the Licensor may revoke the Licence (withdraw from the agreement unilaterally, article 450.1 of the Civil Code) without refunding the payment; the Activation codes and Licence files are then cancelled. Liability for infringing the exclusive right arises under articles 1252 and 1301 of the Civil Code.

05

Price and payment

5.1. The price of a Licence for one year is 5,500 (five thousand five hundred) roubles. The Licensor applies the professional income tax and is not a VAT payer; the price is not subject to VAT.

5.2. Payment is made in roubles by one of the methods listed on the Licence page: through the payment service on the Website (by bank card, by the Faster Payments System and other methods it supports) or by transfer as arranged with the Licensor. Bank card details are not passed to the Licensor — they are handled by the payment service.

5.3. For each payment the Licensor issues a receipt in the "Moy Nalog" application (article 14 of Federal Law No. 422-FZ) and sends it to the Licensee's email address — automatically through the payment service or by email. If the Licence is paid for by an organisation or an individual entrepreneur, the receipt is issued with their taxpayer number; on request the Licensor sends an invoice and a certificate of acceptance in electronic form.

5.4. The price may be changed by publishing a new edition of the offer. A change of price does not affect Licences already paid for.

06

Issue of the licence

6.1. The Licence is issued to the email address given by the Licensee at payment or in an email, as an Activation code. With automatic issue the email is usually sent within a few minutes of payment; with manual issue — no later than the next working day after the payment is received. Which procedure applies is stated on the Licence page.

6.2. At the Licensee's request the Licence is issued as a Licence file .zernolic for the Computer code given by the Licensee — for computers with no internet access. Such a file is bound to one computer.

6.3. The moment the Licence is granted is the sending of the email with the Activation code or the Licence file to the Licensee's address. The Licensee is responsible for the correctness of the address and for access to it; emails may end up in the spam folder. If the email did not arrive, it is resent free of charge on request from the same address.

07

How the licence works

7.1. The Licence is a signed file on the Licensee's computer. The Program decides whether it can run locally; it does not ask the Licensor's server for permission. The Licence file is valid for 30 days and renews automatically whenever the computer goes online — within the paid term. Hence the only network requirement: an internet connection about once a month.

7.2. If the computer has not been online for more than 30 days, the Program asks to be connected; after connection the renewal goes through without the Licensee's involvement. For computers that have no internet access at all, a Licence file for the whole paid year without any connection is issued by arrangement.

7.3. The seat of a computer that has not been in contact for 30 days is freed automatically and may be taken by another of the Licensee's computers. When the hardware is replaced (the Computer code has changed) the Licensor reissues the Licence on request to support.

7.4. When the paid term expires, image processing in the Program becomes unavailable until renewal. The Licensee's projects, source photographs and export results are not changed or deleted.

7.5. Unavailability of the Licensor's server does not interrupt the Licence: the Program keeps working within the validity of the Licence file, and missed renewals are carried out at the next connection. The Licensor keeps the server running for the paid terms of all current Licences; if the server ceases operation, Licensees are issued Licence files to the end of the paid term without any connection.

08

Requirements and updates

8.1. The Program runs on Apple computers under macOS 14 (Sonoma) or later and on computers under Windows 11 with a graphics card that supports DirectX 12. The current requirements for each platform are published on the Website; the Licensee checks compatibility before paying.

8.2. The Program is distributed outside application stores, and at the first launch the operating system may ask for confirmation — the procedure is described on the Support page. The Program reports the release of a new version by contacting the Licensor's server when it goes online, and downloads it on the Licensee's confirmation.

8.3. The Licensor may release new versions, change the set of profiles and features, and end support for outdated versions of operating systems. Features available at the moment of payment are not disabled during the paid term without being replaced by equivalent ones.

8.4. Trial. The Program may be used without payment for five days from the first launch in the trial on the given Computer. The trial is provided by a Licence file which the Licensor issues automatically, once per Computer, and it requires an internet connection at every launch. Sections 3, 4 and 10 apply to the trial in full.

09

Support

9.1. Questions about the Licence and the operation of the Program are taken at ask@zerno.photo. A reply is given within a reasonable time, as a rule within two working days.

9.2. Support includes issuing and reissuing the Licence, help with installation and launch, and investigating errors in the Program. Training in processing, custom modifications and work on the Licensee's photographs are not part of support.

10

Warranties and liability

10.1. The Program is provided "as is". The Licensor does not warrant that it will suit the Licensee's particular purposes or run without errors on any hardware. The reproduction of film, optical and printing processes is artistic in nature: the Program is not a measuring or colorimetric instrument to whose accuracy regulatory requirements apply.

10.2. The Licensor is not liable for lost profit or indirect losses. The Licensor's aggregate liability under the agreement is limited to the price of the paid Licence.

10.3. The Licensor is not liable for the inability to use the Program for reasons beyond its control: incompatibility or malfunction of hardware, changes in the operating system, the Licensee's lack of internet access, actions of third parties. The Licensee makes backup copies of their files themselves.

10.4. Consumer rights provided by the Law of the Russian Federation "On the Protection of Consumer Rights" are not limited by this section.

11

Refunds and termination

11.1. The Licensee may withdraw from the agreement and receive the payment back in full within 14 days of payment, provided the Licence has not been activated on any computer and no Licence file has been issued. The request is made by email to ask@zerno.photo from the address the Licence was issued to.

11.2. If after activation the Program does not work on a computer meeting the requirements of section 8, the Licensee contacted support no later than 30 days after payment, and the Licensor was unable to remove the cause within 14 days of the request, the Licensee may withdraw from the agreement and receive the payment back in full.

11.3. The refund is made by the same method as the payment, within 10 days of receiving the request; the Licence is then cancelled and the receipt is corrected in the "Moy Nalog" application. In other cases the payment for the unused part of the term is not refunded.

11.4. The agreement ends when the Licence term expires, on the Licensee's withdrawal, on revocation of the Licence for a breach of section 4, and also on the Licensee's request to delete their data (clause 6.3 of the privacy policy).

12

Personal data

12.1. To issue and service the Licence the Licensor processes the Licensee's name, email address, Computer codes, the dates of the Program's contacts with the server, usage counters and payment details. Their scope, purposes, retention periods and the Licensee's rights are described in the personal data processing policy, which is part of this agreement.

12.2. The content of the Licensee's photographs, their metadata and the results of processing are not sent to the Licensor's server: processing is done entirely on the Licensee's computer.

13

Other conditions

13.1. The Licensor may amend this offer by publishing a new edition on the Website with its date. Agreements concluded earlier are governed by the edition in force at the moment of payment; a new edition applies to them only in the part that improves the Licensee's position.

13.2. The parties exchange messages by email: the Licensor from ask@zerno.photo, the Licensee from the address the Licence was issued to. A message is deemed received on the day it is sent.

13.3. The agreement is governed by the law of the Russian Federation. Disputes are resolved by negotiation; a claim is sent by email, and the reply period is 30 days. A dispute that is not settled is referred to a court under the rules of jurisdiction established by law; a Licensee who is a consumer may bring the claim before the court at their place of residence.

13.4. The invalidity of an individual condition of the offer does not affect the remaining conditions.

13.5. This offer is drawn up in Russian. Translations into other languages are published for convenience; in case of a discrepancy between the Russian text and a translation, the Russian text applies.

14

Licensor's details

Licensor: Valeria Maksimovna Romodina
Status: payer of the professional income tax (self-employed), Federal Law No. 422-FZ of 27 November 2018
Taxpayer number (INN): 591608924841
Email: ask@zerno.photo
Website: zerno.photo
Edition of the offer: 28 September 2026