Public License Agreement for the right to use software

This Public License Agreement (hereinafter — the "Agreement") set forth the conditions of granting by the Licensor to the Licensee (the person who accepts the terms of this Agreement in accordance with the rules defined herein) rights to use the Software, in particular: an information-analytical system for search and processing of information in the area of business and other activities — "YouControl" (https://youcontrol.io), as well as other objects of intellectual property of the Licensor. The parties to this Agreement are the "Licensor" and the "Licensee", collectively referred to as the "Parties" and individually — the "Party".

General Terms

By accepting this Agreement, the Licensee confirms full and unconditional agreement with all its terms (acceptance), which certifies the fact of concluding the Agreement between the Parties. The Licensee confirms its agreement to exercise in good faith the rights it acquires in connection with obtaining a License for the Use of the Software, and undertakes to strictly perform its obligations under this Agreement and comply with the prohibitions and restrictions provided hereby.

The License for the Use of the relevant Software is a written authorization that entitles the Licensee to use the relevant Software as a reference resource for information analysis support of its business activity in accordance with the terms of this Agreement and such License.

The Extended License Terms for the Use of the Software are an integral part (appendix) of the relevant License for the Use of the Software. Extended License Terms may include certain additions, and/or extensions to the functionality of the Software, etc. compared to the terms of the License for the Use of the Software. The Extended License Terms for the Use of the Software shall be valid within the term of the relevant License for the Use of the Software (and shall expire simultaneously with it).

Either Party may disseminate in any way (including, but not limited to, in advertising) information about cooperation with the other Party under this Agreement, subject to any restrictions on confidentiality.

Rights and Obligations of the Parties.
Restrictions on the Use of Software

For the term of the right for the use of the Software, the Licensee shall have the following rights:

to access the Software in the manner provided by the issued License and/or Extended License Terms for the Use of the Software;
to obtain information (including summary information) and analytical data using the Software, and use them for supporting its activities;
to include information of the Software as an integral part of any collections, databases, anthologies, encyclopedias, etc.;
to notify the Licensor of defects and demand the proper functioning of the Software to be ensured.

The Licensee shall be obliged:

to comply with the terms of this Agreement and the prohibitions and restrictions provided by it, as well as to comply with the License and Extended License Terms, Terms of Use;
to provide trustworthy, accurate and full information regarding itself and other information necessary for fulfilling the terms of this Agreement;
to ensure the preservation of information required for authorization in the Software (passwords, etc.);
to promptly notify the Licensor of any infringements of copyright regarding the Software (if the Licensee is aware of such infringements), as well as assist the Licensor in prompt termination of infringements and fixation of evidence of their existence.

The Licensee shall be prohibited from:

decompiling data stored in the Software for the purpose of transfer of information into other computer programs, information retrieval systems, and/or for other purposes;
using in its own information products, without the Licensor’s permission, information in the form and style analogic to the form and style of information presentation in the Software;
providing access to any third parties (except for employees and/or authorized representatives of the Licensee) to the Software;
placing analytical data of the Software in any other search systems, software, or any other electronic and/or print media, as well as distributing them by any other means (in particular, via the Internet) without the Licensor’s permission;
interfering with the Software functioning and trying to obtain access to it by means not conforming to search forms of inquiry and information obtainment provided therein, including with the help of the other software;
issuing permits (licenses, sublicenses) to any third parties for the right to use the Software;
using the Software contrary to the Terms of Use, and/or for purposes contrary to the legislation of Ukraine.

The Licensor shall have the following rights:

to control the scope and procedure of the use of the Software by the Licensee in the ways provided by the legislation of Ukraine, and require the Licensee to stop any use of the Software that contradicts the legislation of Ukraine, this Agreement, the License and Extended License Terms, and the Terms of Use;
to suspend the Licensee's access to the Software for technical reasons (interruptions in the work of official registers, etc.);
to terminate the issued License and/or Extended License Terms for the Use of the Software, in case of violation by the Licensee of the prohibitions provided by this Agreement, as well as in the case of violation of terms of payment of the license fee provided by the relevant Tariff.

The Licensor shall be obliged:

to comply with the terms of this Agreement (except for non-performance of obligations that occurred as a result of an accident or force majeure);
to carry out informatization service of the Software, ensure its proper functioning;
to notify the Licensee of cases of absence of access to the Software, reasons for the absence of such access and/or terms of its renewal within a reasonable time limit, not exceeding three working days from the moment when the Licensor learned of the relevant circumstances (or if possible, in advance,).

Terms of Use

The procedure and conditions of access and use of the respective Software are determined by this Agreement, separate License and Extended License Terms for the Use of the Software, and the Terms of Use.

License Fee

For granting the rights provided by this Agreement, in particular for obtaining the License and Extended License Terms for the Use of the Software, the Licensee shall pay the Licensor a fee (hereinafter — the “License Fee”) under the terms of the selected Tariff.

The Licensee shall pay the License Fee by wire transfer to the Licensor's bank account (one-time payment of the entire amount for the certain Software).

Obtaining a License (licenses) and Extended License Terms for the Use of the Software and their payment may be confirmed by the relevant certificates of delivery and acceptance (including in the form of electronic documents, using the MEDoc software).

Confidentiality

The Parties undertake to maintain confidentiality with regard to all technical, commercial and other information obtained under this Agreement, and take all reasonable measures for preventing unauthorized use or disclosure of such information to third parties.

The Licensor undertakes to maintain the confidentiality of the Licensee's information received as a result of the Licensee's use of the Software (including system registration data and information on the scope and content of search queries).

The Parties are not liable for a breach of confidentiality, which occurred as a result of an accident, force majeure, illegal actions of third parties, or as a result of the breach of confidentiality at the request of public authorities under applicable law.

Liability

The Parties shall be liable for breach, non-performance and/or improper performance of this Agreement, the License and Extended License Terms for the Use of the Software, and the Terms of Use in accordance with the current legislation of Ukraine and the terms of this Agreement.

The Parties shall not be liable for any breach, non-performance and/or improper performance of this Agreement, which occurred as a result of the event or action of force majeure, or illegal actions of third parties.

In the case of violation of the prohibitions provided by this Agreement, the Licensee shall pay to the Licensor a penalty in the amount of twice the License Fee paid during the term of the relevant License for the Use of the relevant Software. Payment of the fine does not release the Licensee from the obligation to compensate the Licensor for the damage caused to the Licensor in connection with the violation.

In the case of technical impossibility of access and/or complete impossibility for the Licensee to receive information and analytical data using the Software in accordance with the terms of the issued License and/or Extended License Terms for the use of the Software due to the Licensor's fault, the Licensor is obliged to continue the Licenses for the Use of the Software for a period corresponding to the period of validity of these circumstances.

The Licensor shall not be liable for:

accuracy, completeness and correctness of the information received by the Licensee when using the Software as a result of inaccurate, incomplete or incorrect requests;
the actual completeness and adequacy of any information (including summary) obtained from official sources of public information in the form of open data, as well as analytical data based on such information contained in the Software;
the consequences of using analytical data contained in the Software to make managerial, financial, organizational and any other decisions, actions (or inaction);
direct or indirect damages, lost profits or non-pecuniary damage caused to the Licensee and related to the use or complication/inability to use the Software, which arose due to circumstances beyond the control of the Licensor;
termination of the issued License and/or Extended License Terms for the Use of the Software, in case of violation by the Licensee of the prohibitions provided by this Agreement, as well as in case of violation of terms and/or terms of payment of License Fee provided by the relevant Tariff. In this case, the amount of the paid License Fee is not returned to the Licensee and any means of liability in connection with such termination are not applied to the Licensor.

The Licensor's liability to the Licensee under this Agreement, including for damages, is limited to the amount of the License Fee received by the Licensee under this Agreement during the year (last 365 days immediately preceding the circumstances referred to by the Licensee as the basis of its claims).

Liability not regulated by this Agreement is governed by the legislation of Ukraine.

Term of License. Miscellaneous

The term of the License for the Use of the Software, as well as commencement of its counting, the term of the payment of the License Fee are determined by the terms of the relevant Tariff.

The Licensee's ability to use the Software expires at the same time as the License for the Use of the Software expires.

Acceptance of the terms of this Agreement without payment of the License Fee gives the Licensee the right to access the Software within the period specified by the Licensor. The type of the Software and its available functionality during such period are determined by the Licensor's policy.

The Parties have agreed that the Licensor may transfer its rights and obligations under this Agreement to another person without the need to obtain the consent and/or notification of the Licensee.

In the event that the Parties enter into a License Agreement for the Right to Use the Software in writing, the terms of use of the Software shall be determined by the agreement concluded in writing.

Throughout the term of the License for the Right to Use the Software, the Licensor reserves the right to use the Software in any way, as well as the right to allow or prohibit its use by others in any way that belongs to the powers of the subject of intellectual property rights. to Article 15 of the Law of Ukraine "On Copyright and Related Rights".

Issuance (and extension) of the Licenses and Extended License Terms for the Use of the Software as software products, in accordance with paragraph 26¹ of subsection 2 of section XX "Transitional Provisions" of the Tax Code of Ukraine, are transactions that are exempt from VAT.

All disputes arising between the Parties shall be settled by negotiations. In the case of disagreement, the dispute is resolved in accordance with the current legislation of Ukraine.

Requisites

Licensor

«YOUCONTROL LTD»

Location

02002, Kyiv, 11 Yevhena Sverstyuka Str., office 515

Registration №

39404434

Bank details

(UAH) IBAN UA893808050000000026001538698 in JSC RAIFFEISEN BANK
(EUR) IBAN UA113206490000026001052664162. Bank SWIFT Code PBANUA2X
(USD) IBAN UA463206490000026005052666791. Bank SWIFT Code PBANUA2X

Taxpayer status

A payer of income tax on general basis

VAT ID

394044326594

Phone

+38 044 390 90 04

[email protected]