END-USER LICENSE AGREEMENT (OFFER)

for TeleSCREEN/TelePROBE/TeleREC/TeleTAG Software

 

City of Moscow

Last edited on 09 January 2017

Limited Liability Company “TELETOR”, hereinafter referred to as the “Licensor”, represented by Director General, Ms Tamara Vergunova, acting on the basis of the Charter, on the one part, and

individual or legal entity, hereinafter referred to as the “Licensee”, on the other part, hereinafter jointly referred to as the “Parties”, entered into this License Agreement on as follows:

  1. General provisions
  1. The software (including media and printed materials) shall be transferred to the Licensee for the specified fee in accordance with the conditions of this License Agreement (simple (non-exclusive) license) and SHALL NOT be sold.
  2. The Licensee shall acquire no rights to the software, except for those rights that are granted in accordance with this License Agreement.
  3. Copyright and exclusive proprietary rights to the transferred copy of the software, as well as all the copies thereof shall be reserved to the Licensor.
  4. If the Licensee does not accept the terms and conditions of this License Agreement, it shall not install, copy or use this Software.
  1. Subject matter
  1. The subject matter of this License Agreement shall be obligations of the Licensor to grant the Licensee the right to use (simple (non-exclusive) license) TeleSCREEN Light/PRO software, as well as additional services associated with the specified Software within the scope of this Agreement. In its turn, the Licensee shall pay to the Licensor the respective fee.
  2. All the terms and conditions described hereafter refer to both Software in general and all its components taken separately, including the software supplied as part of the technical support (updates, supplements, etc.).
  1. Software Configuration
  1. Software represents the following set of computer programs and documentation (including in the digital format):
  1. TELETOR TeleSCREEN software that allows visual and instrumental monitoring of the quality of TV and radio services as part of the hardware and software system. TELETOR TeleSCREEN software is characterized by extensibility. The software may be extended by purchasing additional licenses that would allow using an additional number of quality monitoring channels.
  1. The software also includes any updates or supplements that shall be provided to the Licensee directly by the Licensor or access to which shall be provided by the Licensor after the purchase of a copy of the Software by the Licensee as part of the current major version.
  2. If the Software is supplied as an update or supplement, the Licensee shall have a valid software license for any of its use specified by the Licensor as a product requiring an update (supplement).
  3. The software defined as an “update” or “supplement” shall replace (add to) the program which serves as the basis for the right of the Licensee to an update (supplement).
  1. Copyright and exclusive rights
  1. Copyright and exclusive proprietary rights to the software (as well as any included graphic images, photos, texts, additional programs and any other copyright items), to accompanying printed materials and any copies of the Software belong to the Licensor.
  2. Software is protected by the laws of the Russian Federation and international conventions protecting copyright.
  3. Any use of the Software in violation of this License Agreement is prohibited and shall constitute a material breach of the terms and conditions thereof, which would constitute reasonable grounds for holding the Licensee liable in accordance with the legislation of the RF.
  1. Territory
  1. The Software shall be used in the territory of the European Union by the means specified in this License Agreement.
  1. Software License Terms and Conditions
  1.  The Licensor grants the Licensee the right to use the Software (as well as updates (supplements)) as part of hardware and software systems that are used in the ordinary course of business of the Licensee.
  2. The Licensee shall have no right to distribute the Software to any third party. Distribution of the Software shall mean the provision of access to third parties (except for the employees of the Licensee) to software media or reproduction of the software components in any format, including through a network or using other means, as well as through a sale, lease, loan, lend or rent without special authorization of the Licensor.
  3. The Licensee shall not modify, reverse engineer, disassemble, decompile (convert the compiled code into source code), decode and taking other actions associated with the compiled code of the Software and aimed at discovering the source code or algorithms of the Program (except and only to the extent that such activity is expressly permitted by the legislation of the Russian Federation).
  4. Any associated printed materials may be copied only for internal use.
  5. The Licensee shall not disable any features of the Software or create derivative works based on the Software without written consent of the Copyright Holder.
  6. The Licensee undertakes and agrees to use the Software only by means indicated in this License Agreement.

The Licensor reserves all rights not expressly granted to the Licensee in this License Agreement. The Licensor shall be entitled to use the Software and, in any way, dispose of the Software.

  1. Trademarks
  1. Nothing in this License Agreement shall be construed as granting rights to the Licensee with regard to any trademarks or service marks of the Licensor.
  2. The Licensor shall be entitled to distribute the Software as part of any other hardware and software systems under it’s Company’s name, logo and/or trademark.
  1. Fees and Payment Procedure
  1. The Parties agreed to estimate the fees under this License Agreement in USD.
  2. According to sub-clause 26 of clause 2 of Article 149 of the RF Tax Code, fees payable under this License Agreement are exempt from VAT.
  3. The amount of license fees shall be specified in the Price List which is available at the official website, www.teletor.com, or websites of the Licensor’s partners.
  4. License fees under this Agreement shall be paid by a 100% advance payment within 3 (three) working days from the date of the Invoice.
  5. If the invoice received by the Licensee is not paid within the specified period and the amount indicated in the Price List changes, the Licensee shall pay the new amount, otherwise the Agreement shall be deemed terminated.
  6. All the payments under this Agreement shall be made by bank transfer.
  7. The date of fulfillment of the payment obligations by the Licensee shall be the date of depositing funds to the Licensor’s account (in full).
  1. Validity Period
  1. The Agreement shall come into force from the date of full and unconditional acceptance of the Agreement by the Licensee – payment of the License Fee for the right to use (simple (non-exclusive) license) of “TeleSCREEN Light/PRO” in full in accordance with the terms and conditions of this Agreement.
  2. The rights to use the Software shall be deemed transferred at the moment of signing of the Certificate of Acceptance of the License (simple non-exclusive license) by the Parties.
  3. The validity period of the simple non-exclusive license shall not be limited within the validity of the exclusive right in accordance with the RF legislation.
  1. Liability
  1. The breach of this License Agreement by the Licensee shall be a violation of the Civil Code of the Russian Federation and other laws and regulations of the Russian Federation on copyright and titles to them.
  2. The Licensee takes full responsibility for selecting the Software to fulfill its objectives, as well as for installing, using and results of use of the Software.
  1. Warranty
  1. The Licensor guarantees the compliance of the Software with the stated features, operability of the programs included into the Software, upon the terms and conditions specified in the documentation (printed and electronic). The warranty period shall be one year from the date of signing the Certificate of License (simple (non-exclusive) license) Acceptance by the Parties. Claims which may arise with regard to the quality as well as claims concerning the scope of delivery will be considered only if submitted within this period.
  2. If any failure in the work of the software occurs within the Warranty period (specified in Clause 11.1), the Licensor shall fix errors in the software that caused failures in the software.
  3. The Licensor shall not be liable for any loss or damage of the software. In particular, the Licensor is under no obligation to replace any lost or stolen software or its components. The Licensor shall be solely liable for warning about software loss or theft.
  4. Any liability of the Licensor, regardless of how it may arise, shall be limited to the amount paid by the Licensee when purchasing software license.
  1. Termination of the License Agreement
  1. The Licensor shall be entitled to unilaterally terminate this License Agreement if the Software is used by the Licensee in the violation of the terms and conditions of this License Agreement.
  2. The Licensee shall be entitled at any time to unilaterally refrain from the fulfillment of this Agreement notifying the other Party 10 (ten) working days prior to the planned date of unilateral refusal. The notification on the unilateral refusal to fulfill the Agreement shall be made in a written form.
  3. Surrendering the right to use the Software shall mean the requirement of the Licensee to terminate this Agreement.
  4. In case this Agreement is terminated by one of the Parties for whatever reason, re-execution of the Agreement shall require the consent of the Licensor.
  5. This License Agreement may be terminated if agreed by the Parties in writing.
  6. When this License Agreement is terminated the Licensee shall cease to use the Software and destroy any available copies and components of the Software by means that do not allow its subsequent use.
  1. Confidentiality
  1. The Parties undertake not to disclose any information about this License Agreement without prior written consent of the other Party, unless otherwise stipulated by the law of the Russian Federation.
  2. The Licensor and Licensee agree to keep the following strictly confidential:
  1. terms and conditions of this License Agreement;
  2. contents of all the negotiations, statements and information of any kind received from the Parties with regard to the entering into this License Agreement;
  3. all documents, data, messages, records, reports and / or information of any kind which were installed or transferred prior to or after signing this License Agreement and / or in accordance with it, in any mass media;
  4. any information received under this License Agreement or in connection with it, if the respective Party received instructions from the other Party that the information being sent is “confidential” or “patented”.
  1. The Parties shall be liable in accordance with the effective legislation of the RF for unauthorized disclosure of such information.
  1. Miscellaneous
  1. In all the cases that are not covered by this License Agreement, the Parties shall be guided by effective civil legislation of the Russian Federation.

 

LICENSOR

Name: Limited Liability Company “TELETOR”

 

Registered address: 31 Ibragimova Street, office 817, Moscow, 105318

tel/fax: +7 (499) 501-1546

 

ITIN 7718771595

TRRC 771901001

BGRN 1097746442441