License Agreement

Terms and definitions

1. Licensor: PalitrumLab Limited Liability Company.

2. Licensee: Private entrepreneur, individual or legal entity accepting this Agreement and receiving the non-exclusive right to use the Service from the Licensee on the terms and conditions specified in this Agreement.

3. Service: Software which represents the information system for monitoring and analysis of references on the social media and mass media, Brand Analytics. The Brand Analytics service is hosted on the Licensor's software & hardware complex and can be accessed by the Licensee via the Website. The exclusive rights to the Service and the Website fully belong to the Licensor.

4. Website: the Internet site located at https://brandanalytics.ru.

5. Topic (data stream): a segment allocated in the Service to collect information on one thematic request for monitoring online social media resources, which can contain multiple search keywords or phrases that characterize the data stream.

6. Demo Access: Temporary right granted to the Licensee to use the Service for Seven (7) days/168 hours from the date when said access was granted by the Licensor.

7. Personal profile: Set of pages of the Website protected against access of third parties allowing the Licensee to receive information on the status and statistics of the personal account (payment history, balance, etc.) and to perform legally binding actions.

8. Account: The main set of registration data to access the Service, including the login and password. User accounts for work with the Service shall be created and Topics shall be set up within the Account.

9. User: person authorized by the Licensee and having the right to use the Service due to labor relations or official functions between such a person and the Licensee

10. Tariff: amount of license remuneration in accordance with cl. 5 Art. 1235 of the Civil Code of the Russian Federation corresponding to the specific configuration of functional options and usable life of the Service. The tariffs are informed to the Licensee by posting on https://brandanalytics.ru/price/.

11. The reporting period is 1 (one) month, from the calendar date the License is granted.

Subject matter of the agreement

1. The subject matter of this Agreement shall be provision of Service use rights by the Licensor to the Licensee on the terms of this Agreement (hereinafter also referred to as the "License").

2. The Licensee shall be granted the right to reproduce the Service exclusively through the remote launch and use its functions on the Licensee's computers (without the right to sublicense) only by Users, with the right to provide to each User a personal login and password.

3. The validity period of the License (the term for which the right to use the Service is granted) shall be specified in the Licensor’s invoice for remuneration payment to the Licensor.

4. The exclusive rights to the Service shall be in effect in any country of the world.

5. The License shall be non-exclusive.

Licensor's rights and obligations

The Licensor shall:

1. Grant to the Licensee the right to use the Service in accordance with the terms and conditions of this Agreement by providing a login and password to access the Personal profile.

2. Ensure good operating condition and accessibility of the Service with the Licensee’s login and password. The Licensor, however, shall not be held liable if the Licensee cannot access the Service for reasons beyond the Licensor’s control.

   The Licensor shall send a login and password providing access to the Personal profile and the Service use to the e-mail address of the Licensee specified in Section 15 hereof, within 1 (one) business day from the date of payment of the Licensor’s remuneration by the Licensee in accordance with cl. 5.2 hereof.

3. Ensure confidentiality of personal data of employees and clients of the Licensee and any other information and data received from the Licensee to perform its obligations, except for information and data in the public domain.

The Licensor may:

4. Modify the Software to rectify any software bugs and improve the Service operation.

5. Carry out technological suspensions of access to the Service, which are considered as the Service’s use in a normal mode and is not a ground to recalculate remunerations paid by the Licensee. Technological suspensions of access to the Service may be carried out by the Licensor, including to update functions of the Service to eliminate technical problems on the Licensor’s side. Technological suspensions cannot exceed 6 hours in total for one Reporting period and are carried out after the Licensor sends a preliminary notification to the Licensee’s Personal profile.

Licensee’s rights and obligations

The Licensee shall:

1. Make payments on time, according to the terms and conditions of this Agreement.

2. Not transfer to any third party the login and password which can be used to log into the Personal profile and not provide services of access to the Service to third party, as well as not to transfer to third party the access parameters to its Account/Personal profile, including, but not limited to, logins and passwords, authorized access tokens to API.

3. Use the Service only within the rights and in the manner provided for in this Agreement, in cl. 2.2. hereof.

4. Not use account IDs in any social media obtained during the use of the Service to create retargeting databases by the Licensee. This condition is essential.

5. Not perform the following actions in relation to the Service by any means:

   1. copy and/or change the Service or any part thereof, including translate the Service from one language into another;

   2. decompile or otherwise transform the Service or any part thereof into the source code, disclose any source code of the Service;

   3. use unauthorized modified versions of the Service, including (without limitation) for creation of similar products and/or rival service or for obtaining unauthorized access to the Service;

   4. falsify its IP-address, as well as addresses used in other network protocols during data transfer;

   5. perform actions to interfere with normal operation of the Service, use any automated technical and/or program means during work with the Service;

   6. perform actions to obtain access to information of other Users of the Service;

   7. resell, give permission to use, lease, sell, transfer, transfer the rights, distribute, provide hosting, disclose or make the Service available to any third party, including, but not limited to, creation of internet links to the website of the Service, which contain information of the Licensee’s connection to the Service, including, but not limited to, Users’ names, passwords, cookie, and/or mirroring or wrapping of any part of the Service.

6. The Licensee may:

   • Carry out any actions related to the operation of the Service in accordance with its purpose.

   • Not send to the Licensor a report of the Service’s use.

7. The Licensor is entitled to refuse from execution of the Agreement, and terminate the Licensee`s right to use the Licence/Service in the event there are/have occurred grounds to believe that the Licensee collects, stores, consolidates, processes the information obtained during the use of the Service in violation of the current laws of the Russian Federation, and there is being a threat of causing, to the Licensor and/or third parties, material harm, damage to the reputation, harm to any interests of the Russian Federation. Licensor shall have the right to refund remuneration paid by the Licensee only for future Reporting Periods following the current period in which termination of the Contract occurred under the above circumstances.

Terms of Demo Access provision:

8. The Licensee using the Service in the Demo Access mode shall comply with the terms and conditions of this Agreement in full, excluding the terms and conditions of art. 5 hereof.

9. The right to use the Service in the Demo Access mode shall be 7 calendar days (168 hours) from the date when the login and password for access to the Service was granted to the Licensee.

10. The right to use the Service in the Demo Access mode shall be granted by the Licensor free of charge and at the Licensee’s request specifying the Tariff chosen by the Licensee.

11. The Licensor may terminate the right to use the Service in the Demo Access mode at any time at its own discretion without indemnification of the Licensee against any losses.

12. Upon expiration of the Demo Access period and without the Licensee’s declaration to terminate the use of the Service, relations of the Parties shall be governed in accordance with the terms of the Agreement in full, including regarding the Licensee’s obligation to pay remuneration in accordance with section 5 hereof.

Cost of the license; payment and acceptance procedure and time limits

1. The Licensee shall pay remuneration to the Licensor for the right to use the Service against the invoice in accordance with the Tariff chosen by the Licensee, within 3 (three) banking days from the date of invoice.

   1. The Parties are entitled to change the Tariff for a whole period till the end of the Reporting period, including for all subsequent Reporting periods.

   2. In case of the Tariff’s change the Licensee shall send to the Licensor an application for the Tariff’s change. In this case the right to use the Service according to the Tariff as in effect at the date of the Agreement shall not be granted any more. The Licensor shall issue an Invoice to the Licensee to pay for a new Tariff.

   3. If the amount of remuneration for the Tariff chosen by the Licensee is more than the amount for the applicable Tariff, invoice for the use of new Tariff in the current Reporting period shall be issued for a difference in remunerations, between a remuneration for the Tariff applicable in the reporting period and the Tariff chosen by the Licensee.

   4. If the amount of remuneration for new Tariff is less than the amount for the applicable Tariff, such difference shall not be returned to the Licensee for the current Reporting period.

   5. Upon the Licensee’s application for the Tariff’s change from next Reporting period, the Licensor shall issue an invoice according to the Tariff chosen by the Licensee 5 (five) banking days before the beginning of the next Reporting period.

   6. The amount of remuneration in the subsequent Reporting periods and for the rest of the validity period of the License shall be determined on the basis of the last relevant invoice (with the Tariff applicable in the preceding calendar Reporting period) issued by the Licensor.

2. Remuneration for Reporting periods following the current Reporting period shall be prepaid in full not later than 3 (three) calendar days before the beginning of each Reporting period. If after payment the Licensee did not log into its Account using login and password and/or did not sue the License and the Service, the paid Remuneration is not returned.

3. If according to the law of the foreign state the Licensee shall withhold, pay any taxes and charges imposed from the Licensor as income earner in such foreign state, including, but not limited to, VAT and/or income tax imposed on the Licensor, as well as any taxes and deductions which can replace or supplement the existing ones, the amount of remuneration to be paid to the Licensor shall increase so that the amount received by the Licensor in case of deduction, charge or payment of such taxes was equal to the amount for the Tariff chosen and agreed by the Licensee.

4. The amount of the remuneration shall be specified in a specific section of the Licensee’s Personal profile – its Current account.

5. The VAT shall not be charged on the remuneration in accordance with Clause 1, Art. 145.1 of the Tax Code of the Russian Federation (Certificate of entry into the register of project participants on assignment of the status of a participant in the project for the creation and operation of the Skolkovo Innovation Center, Primary Registration Number (ORN) 1121474, date of the entry into the register of project participants – June 17, 2016) and Subclause 26, Clause 2, Art. 149 (“Computer software is included in the unified register of Russian programs for electronic computers and databases on the basis of Order of the Ministry of Communications of Russia No. 475 dated 18.09.2018, Software registration number: 4743. Date of registration in the registry: 19.09.2018”).

6. The payment currency hereunder shall be the Russian ruble.

7. The remuneration shall be deemed to have been paid by the Licensee as soon as the whole amount is credited to the Licensor's bank correspondent account.

8. Provided the Licensee fulfils an obligation of cl. 5.2 hereof, in the first Reporting period the Licensor shall provide the License to the Licensee from the beginning date of the reporting period. Then the dates of beginning and end of the License provision are dates of beginning and end of the next reporting period.

9. After the fulfillment of obligations specified in cl. 3.2 hereof the Licensor shall prepare the Universal transfer document at the form recommended by Federal Tax Service of Russia (hereinafter referred to as the UTD) in duplicate, which shall be sent to the Licensee at the postal address specified by the Licensee in section 15 hereof. The date of the UTDs shall correspond to the date of beginning of the reporting period and the Service use. The documents shall be provided in two originals signed by authorized representative(s) and sealed by the Licensor.

10. Within Five (5) business days after receipt of the UTDs, the Licensee shall send to the Licensor the signed UTDs by registered mail with return receipt or by courier or via the electronic document exchange system in accordance with Section 6 hereof.

11. If the Licensee fails to send a reasonable refusal to sign the UTDs sent by the Licensor within five (5) business days after receipt of the UTDs, the Licensor's obligations hereunder shall be deemed to have been performed in full and without any remarks regarding quality.

Use of electronic documents

1. The parties agree that should one party send an invitation in the electronic document exchange system and should the other party accept such invitation, the parties shall start using the electronic document exchange from the invitation acceptance date.

2. Terms and definitions:

   • Digital Signature (DS): Enhanced encrypted and certified digital signature in accordance with the requirements of Federal Law No. 63 "On Digital Signature" dated April 6, 2011 and the applicable laws of the Russian Federation on the digital signature;

   • Electronic Document Exchange (EDE): Exchange of documents between the Parties in electronic form bearing the DS in the legally relevant EDE system.

3. Following the transfer to the EDE, the Parties agree to perform the electronic document exchange via the telecommunication channels in the EDE system with the DS in accordance with the in accordance with the procedure specified herein

4. The Electronic Document Exchange shall be made by the Parties in accordance with the applicable laws of the Russian Federation, including the Civil Code of the Russian Federation, the Tax Code of the Russian Federation, Federal Law No. 63-FZ "On Digital Signature" dated April 6, 2011, Order of the Russian Ministry of Finance No. 14n “On Approval of the Procedure for Issuing and Receiving Invoices in Electronic Form via Telecommunication Channels Using an Enhanced Certified Digital Signature” dated February 05, 2021.

5. The parties acknowledge that receipt of the documents in the electronic form signed with the DS in accordance with the terms and conditions of this Agreement shall be equivalent to receipt of paper documents.

6. The Parties shall inform each other should the exchange of electronic documents bearing the DS become impossible in connection with any malfunctioning in the internal systems of the Party. In this case, for the duration of said malfunctioning, the Parties shall exchange paper documents bearing handwritten signatures of authorized persons and company seals. In this case, the documents shall be sent by one Party to the other Party at the postal address indicated in the Personal profile.

Liability of the parties

1. The Parties shall be held liable for failure to perform or improper performance of their obligations hereunder in accordance with the applicable laws of the Russian Federation.

2. The Licensee shall be held liable for any consequences caused by action and/or omission of the Licensee and/or Users relating to the use of the Service, which result in damage to the Licensor.

3. The Licensor shall not be held liable for any indirect, direct loss and/or loss of profit (loss) incurred by the Licensee and/or third parties resulting from the use of the Service.

4. The Licensor shall not be held liable for any actions of the Licensee relating to the use of the Service, as well as for the result or usefulness thereof.

5. The Licensor shall not be held liable for the quality of communication services which are provided over the Internet by third-party organizations and are used to access the Website and/or the Service.

6. The Licensor shall be held fully liable for the security of the credentials (login and password) used for authorization on the Website. Any actions performed using the Licensee's login and password shall be deemed to have been performed by the Licensee.

7. The Licensor shall not be held liable to the Licensee for any damage whatsoever suffered by the Licensee due to the loss and/or disclosure of its credentials required to access the Service.

8. The Licensor shall not be held liable for any software (Web browsers, operating systems, etc.), hardware (personal computers, network equipment, etc.) and communication channels used by the Licensee to work with the Service.

9. The Licensee agrees that no software is error free, including the Service.

10. The Service may contain data and links to them from other Internet sites (third-party websites). These websites and their content are not checked by the Licensor as to whether they meet specific requirements (accuracy, completeness, legality, etc.). The Licensor shall not be held liable for any information or materials posted on third-party websites which the Licensee can access via the Service as well as for the accessibility of such websites and consequences of their use by the Licensee.

11. Use of the Service by the Licensee in the manner which is not provided for in this Agreement or after termination of this Agreement or otherwise beyond the scope of the rights granted to the Licensee hereunder shall entail liability for infringement of the intellectual property rights or means of individualization established by the laws.

Warranties

1. Throughout the term of the Agreement, the Licensor shall use its best efforts to remedy any malfunction or bugs in the Service, if they occur, as soon as possible. However, the Licensor shall not guarantee bug-free or uninterrupted operation of the Service.

2. The Parties warrant that they have all necessary rights and authority to enter into and perform this Agreement.

3. The Licensee warrants that it is a right holder of the Service which is confirmed by the Certificate of registration of computer program Brand Analytics No. 2015617514 dated 13.07.2015 available at https://brandanalytics.ru/svidetelstvo/.

Rectification of technical errors, information support

1. The Licensee may request rectification of technical errors in the Service operation, as well as provision of information on the procedure of the Service operation without supplementary payment.

2. Any requests from the Licensee in accordance with Clause 9.1. hereof shall be communicated via the feedback form available on the Website at, by e-mail at support@brandanalytics.ru or by phone at +7(495) 105-95-01. /en_RU/feedback/, by e-mail at support@brandanalytics.ru or by phone at +7(495) 105-95-01.

3. Applications shall be processed by the Licensor on business days from 9:30 a.m. to 6:30 p.m. (Moscow time).

4. Applications shall be processed by the Russian-speaking employees of the Licensor.

Confidentiality

1. The Parties shall keep confidential any information and data received from each other in connection with the performance of their obligations hereunder, except for information and data in the public domain (the “confidential information”), during the term of the Agreement and five years after its termination.

2. Either Party shall not disclose any confidential information to third parties without a prior written consent of the Party that owns the confidential information.

3. The Parties shall take all reasonable measures to protect each other’s confidential information from unauthorized access by third parties.

4. The Parties guarantee that they will fully comply with all the terms and conditions relating to the processing, storage and use of personal data received from the other Party in accordance with the Federal Law “On Personal Data” and the Confidentiality Policy.

5. Disclosure of the confidential information pursuant to a lawful requirement of law enforcement and other competent government bodies and officials in cases and in the manner provided for in the laws of the Russian Federation shall not constitute a breach of confidentiality. If there is such a requirement the Party disclosing confidential information shall immediately notify the other party hereof about such disclosure.

Dispute resolution

1. This Agreement and the relationship between the Parties in connection with this Agreement and use of the Service shall be governed by the laws of the Russian Federation.

2. Any disputes between the Parties hereunder shall be resolved by negotiations. If the Parties fail to resolve controversies and disputes relating to the Agreement by negotiations, such disputes shall be resolved in accordance with the applicable laws in Moscow Arbitration Court.

3. Any claims of the Licensee arising out of the performance of this Agreement shall be accepted in writing no later than Three (3) business days from the date of an incident at the following e-mail address: support@brandanalytics.ru.

Agreement term

1. This Agreement shall remain effective from the date of acceptance to the date when the Parties have fulfilled their obligations

2. This Agreement may be terminated by mutual consent of the Parties with all settlement payments not later than 5 (five) calendar days before the date of termination of this Agreement.

3. The Agreement may be terminated by the Licensor unilaterally without a court decision if:

   1. Violation (single) of payment terms of the Licensor’s remuneration by the Licensee, specified in section 5 hereof;

   2. Single violation by the Licensee of the terms specified by cl. 4.2., 4.3., 4.4., 4.5 hereof. In this case the Licensor shall send a notification about the Agreement termination. And the Parties agreed that the Agreement will be considered terminated from the date of receipt of the notification by the Licensee and the Parties’ financial obligations remains valid until its full implementation.

4. This Agreement shall be renewed if the Licensee pays for the right to use the Service.

5. The Licensor shall reserve the right to amend the terms of this Agreement at any time at its own discretion. Information on amendment of the Agreement shall be communicated to the Licensee by posting information on the Website.

6. Should any amendments be made to the Agreement, they shall become effective at least Seven (7) days after their announcement on the Website. The Licensee who/which paid the remuneration prior to the amendment may use the Service on the terms which were in effect as of the payment date.

Agreement termination

1. The Agreement may be unilaterally terminated by the Licensor if the Licensee uses the rights granted thereto in any manner, other than in compliance with this Agreement.

2. The Licensee may unilaterally terminate this Agreement by providing an at least Thirty (30) calendar days' prior written notice to the Licensor.

   In this case, the Licensor shall refund the remuneration paid by the Licensee in advance proportionately to the period for which the Licensee will not use the Service. In any case, the Parties shall make settlements in full at least Five (5) calendar days prior to the Agreement termination date.

3. In other cases, this Agreement may be terminated in accordance with the laws of the Russian Federation.

Force majeure

1. The Parties shall be released from liability for failure to perform their obligations, in whole or in part, due to force majeure.

2. Force majeure refers to circumstances that occurred after the Licensee acceded to this Agreement as a result of unforeseen and unavoidable extraordinary events, which include (but are not limited to): natural disasters, accidents, fires, mass riots, strikes, hostilities, entry into force of legislative acts, government resolutions and orders of state authorities, which render performance of obligations not possible in whole or in part.

3. The Licensor shall be obliged, if technically feasible, to notify the Licensee of the existence of force-majeure by e-mail and/or through publication on the Website within Five (5) days of their occurrence.

4. In the event of force majeure, the period for performance of obligations shall be extended by the duration of such circumstances and their consequences.

5. If the force majeure and its consequences continue for more than Thirty (30) calendar days, each Party may unilaterally refuse to further perform its obligations hereunder upon a prior notice to the other Party, in which case neither Party may claim compensation for possible losses.

Additional terms and conditions and final provisions

1. The Parties recognize the equal legal force of a handwritten signature, facsimile signature (reproduced electronically when printing a document) on the UTDs, invoices, letters, and other outgoing mail.

2. In all other matters not covered by this Agreement the relationship between the Parties shall be governed by the applicable laws of the Russian Federation.

3. The Parties shall promptly notify each other in writing of any changes in their details.

Details of the parties

The Licensor: PalitrumLab Limited Liability Company
Legal address: 7, Nobelya Str., premises 47, the territory of the Skolkovo Innovation Center, Moscow, 121205
Postal address: 4 Romanov Pereulok, Moscow, Russia, 125009
tel.: +7 (495) 105-95-01
E-mail: support@brandanalytics.ru
INN (Taxpayer's Identification Number) 7727796050
KPP (Tax Registration Reason Code) 773101001
Settl./acc. 40702 810 1000 0006 3980
with Gazprombank JSC, Moscow
Corr./acc. 30101 810 2000 0000 0823
BIC 044525823

Director General: P. A. Kirillov