Products Pricing Training Company

License Agreement

Russian Federation, Moscow Print

This Agreement shall define the rights and obligations of the Licensor and an unlimited number of legally competent individuals, legal entities, and private entrepreneurs (Licensee) in connection with the Service utilization.

The Agreement shall be addressed to an unlimited number of persons/entities and shall be classified as a public offer in accordance with Clause 2, Art. 437 of the Civil Code of the Russian Federation.

Carrying out the following actions by the Licensee shall be classified as acceptance of the offer: payment against the Licensor's invoice in accordance with Clause 5.3. of the Agreement.

  1. TERMS AND DEFINITIONS
    1. Licensor: PalitrumLab Limited Liability Company, represented by its Director General Pavel Alekseevich Kirillov, acting by virtue of the Articles of Association.

    2. Licensee: Private entrepreneur, individual or legal entity 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://br-analytics.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 from the date when said access was granted by the Licensor. The period of Demo Access may be extended subject to agreement between the Parties.

    7. 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.

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

    2. The Licensee shall be granted the right to use the Service and its functions on the Licensee's computers by its own employees by reproduction exclusively through the launch in accordance with the procedure specified herein.

    3. The validity period of the License (the term for which the right to use the Service is granted) shall be equal to the term of the Agreement.

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

    5. The License shall be non-exclusive.

  3. 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.

    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.

    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.

    4. The Licensor may:

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

    6. Suspend the Licensee’s access for technical, technological or other reasons, which prevent access to the Service, for the time required to eliminate such reasons.

  4. 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 its rights hereunder or the login and password which can be used for authorization on the Licensor’s Website, excluding the transfer to the Licensee's employees.

    3. Use the Service only within the rights and in the manner provided for in this Agreement, the Confidentiality Policy and the User Manual.

    4. The Licensee shall not perform the following actions in relation to the Service:

      • copy the Service or any part thereof;

      • use the graphic presentation or use interface of the Service, its content, content of the functions provided in order to create similar products and/or rival service;

      • decompile or otherwise transform the Service or any part thereof into the source code;

      • 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;

      • modify the Service in any manner. Modification (processing) shall mean any changes in the Service, including translation of the Service from one language into other;

      • perform any actions to interfere with normal operation of the Service;

      • perform actions to obtain access to other accounts of the Service;

    5. The Licensee may:

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

      • Grant access to the Service to the Licensee's employees.

    6. Terms of Demo Access provision:

    7. 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 section 5.

    8. The right to use the Service in the Demo Access mode shall be Seven (7) days from the date when the access was granted by the Licensor.

    9. The right to use the Service in the Demo Access mode shall be granted free of charge.

    10. 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.

    11. Upon expiration of the Demo Access period, the Service shall be blocked automatically. Further use of the Service shall be made in accordance with the terms and conditions of this Agreement in full.

  5. 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 rates specified on the web page /en_RU/price/

    2. The reporting period shall be equal to the term of the License.

    3. The remuneration shall be paid as soon as the Licensee has received the relevant invoice on the 100% prepayment terms by the transfer of funds to the Licensor's account.

    4. The VAT shall not be charged in accordance with Clause 1., Art.145.1 and Subclause 26, Clause 2, Art. 149 of the Tax Code of the Russian Federation.

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

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

    7. The Licensor may unilaterally change the amount of remuneration for the new use period, provided that it gives a relevant notice to the Licensee. Notice shall be made by posting relevant information on the Website.

      On the date of Service transfer to the Licensee, the Licensor shall prepare the Agreement Performance Report (Report) and the invoice which shall be sent to the Licensee at the postal address specified by the Licensee or via the electronic document exchange system in accordance with Section 6 hereof.

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

    9. Should the Licensee have any claims regarding the Service provided, the Licensee shall send its reasonable objections to the Licensor within Five (5) business days after receipt of the Reports.

    10. If the Licensee failes to send a reasonable refusal to sign to the Licensor within five (5) business days after receipt of the Reports, the Licensor's obligations shall be deemed to have been fully performed.

  6. 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

    4. Following the transfer to the EDE, the Parties agree to perform the electronic document exchange

    5. 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. 174n dated November 10, 2015.

    6. 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.

    7. 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 by the relevant Party.

  7. 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 actions relating to the use of the Service.

    3. The Licensor shall not be held liable for any indirect loss and/or loss of profit 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.

    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.

  8. 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 Licensee warrants that it has all necessary rights and authority to enter into and perform this Agreement.

  9. RECTIFICATION OF TECHNICAL ERRORS
    1. The Licensee may request rectification of technical errors in the Service operation.

    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@br-analytics.ru or by phone at +7(495) 105-95-01. /en_RU/feedback/, by e-mail at support@br-analytics.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.

  10. 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.

  11. 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 exchange of written claims; the response to the claim shall be sent within 15 days after receipt. 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@br-analytics.ru.

  12. AGREEMENT TERM
    1. The Agreement shall remain effective from the date of acceptance to the date when the Parties have fulfilled their obligations.

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

    3. 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.

    4. 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.

  13. 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.

  14. 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.

  15. 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 certificates, 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.

  16. 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, 143026
    Postal address: 9, Trekhprudny Lane, building 1, Moscow, 123001
    tel.: +7 (495) 105-95-01
    E-mail: support@br-analytics.ru
    INN (Taxpayer's Identification Number) 7727796050
    KPP (Tax Registration Reason Code) 773101001
    Settl./acc. 40702810002520001184
    with Alfa-Bank JSC, Moscow
    Corr./acc. 30101810200000000593
    BIC 044525593

    Director General: P. A. Kirillov