License Agreement

Terms and definitions

1. Licensor: PalitrumLab Limited Liability Company.

2. Licensee: Individual entrepreneur, individual or legal entity accepting this Agreement and receiving the non-exclusive right to use the Service from the Licensor 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 free of charge for 7 (Seven) calendar days from the date of the Licensee's first login to the Personal profile with the login and password sent by the Licensor. If the Licensee has not logged in within 14 (Fourteen) calendar days from the date the login and password were sent to it, the Demo Access term shall start running upon expiry of the said 14 (Fourteen) calendar days.

   Demo Access shall not be provided if the Licensee logs in to the Website after expiry of the Demo Access term specified above.

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: An individual account record on the Website consisting of a unique login and password required for authorization in the Personal profile and/or use of the Service.

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.

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").

   1. Acceptance of this Agreement shall be the Licensee's first login to the Personal profile with the login and password sent by the Licensor. The Licensee's request for Demo Access shall not constitute acceptance and shall not give rise to any obligation of the Licensor to provide Demo Access.

   2. Demo Access shall be provided once, upon the initial creation of the Account. Provision of Demo Access includes creation of the Account, verification of the Licensee's data and preliminary setup of the Service. Demo Access shall not be provided for a previously created Account.

2. The Licensee shall be granted the right to reproduce the Service exclusively through the remote launch and to use its functions on the Licensee's computers (without the right to sublicense) exclusively through Users, with the right to provide each User with 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 determined in accordance with cl. 1.6 hereof.

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 has the right to send the login and password providing access to the Personal profile and use of the Service to the Licensee's e-mail specified by the Licensee in the request for Demo Access within 5 (Five) business days from the date of receipt of the request from the Licensee.

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. Conduct technological breaks in the availability of the Service, which are considered as the use of the Service in the normal mode. The Licensor may arrange technological breaks, in particular, to update the functionality of the Service or to prevent technical problems on the Licensor's side.

6. Refuse to provide Demo Access without explanation of the reasons, including the grounds specified in this Agreement.

7. The Licensor has the right, without applying any liability, fines and/or penalties to it, to immediately and extrajudicially terminate the Agreement and/or the Licensee's right to use the License/Service in the event that there are/have arisen grounds to believe that the Licensee collects, stores, consolidates, processes information obtained during the use of the Service for purposes that contradict the current legislation of the Russian Federation, and there is also a threat of causing material damage, harm to reputation of the Licensor and/or third parties, harm to any interests of the Russian Federation.

Licensee’s rights and obligations

The Licensee shall:

1. 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 parties, as well as not to transfer to third parties the access parameters to its Account/Personal profile, including, but not limited to, logins and passwords, API authorization tokens.

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

3. 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.

4. 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 as a result of 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, rent out, sell, provide under a leasing arrangement, 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.

5. The Licensee may:

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

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

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.

9. The term for granting the right to use the Service in Demo Access Mode shall be determined in accordance with cl. 1.6 hereof. The Licensor has the right to provide the Licensee with Demo Access only after the Licensor has created an Account by sending a temporary login and password for authorization in the Personal profile to the Licensee’s email address (by reply/return letter).

10. The Licensor has the right to terminate the provision of the right to use the Service in the Demo Access Mode at any time on its own initiative without compensating the Licensee for any losses, without applying any liability, fines and/or penalties to the Licensor.

11. Upon expiration of the Demo Access term, the Licensee’s right to use the License ceases.

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

1. The (non-exclusive) right of use of the Service in the Demo Access Mode is free of charge and can be provided by the Licensor free of charge.

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 of culpable actions and/or omissions of the Licensee and/or Users relating to the use of the Service which result in damage being caused to the Licensor by such culpable actions and/or omissions.

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 Licensee shall be held fully liable for the security of the credentials (login and password) used by it 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 established by law for infringement of the exclusive right to a result of intellectual activity or to a means of individualization.

12. The Licensor's liability shall be limited to the use of the Service by the Licensee. Information transferred from the Service to any external programs, systems and services (including artificial intelligence services) (hereinafter referred to as the “External Programs”), including via an application programming interface (API), the MCP protocol, other integrations, file export or provision of access via a link, as well as by any other means not specified in this clause, shall, from the moment of such transfer, be processed by the Licensee independently and under its own responsibility. The Licensee shall choose any External Programs and the location where they are hosted. From the moment information is transferred to External Programs, including via an application programming interface (API) or the MCP protocol, the Licensee shall independently ensure compliance with the requirements of the current legislation of the Russian Federation applicable to such transfer and/or processing, including the requirements for cross-border transfer of any information.

13. The Licensor shall not be held liable for any actions or omissions of right holders and operators of any External Programs, for the security and confidentiality of the information transferred by the Licensee to them, for the quality, completeness and accuracy of the results of processing of information by any External Programs, or for any conclusions drawn and decisions made by the Licensee on the basis of such results.

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 Licensor warrants that it is a right holder of the Service which is confirmed by the Certificate of State Registration of the 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 is entitled to rectification of technical errors in the Service operation, as well as to provision of information on the procedure of the Service operation.

2. Any requests from the Licensee in accordance with Clause 8.1. hereof shall be communicated via the feedback form available on the Website at /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 (the “confidential information”), except for information and data in the public domain, 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 Privacy 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 the Arbitrazh (Commercial) Court of the City of Moscow (Арбитражный суд г. Москвы).

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. Single violation by the Licensee of the terms specified by cl. 4.1., 4.2., 4.3., 4.4. 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 remain valid until they are fully performed.

4. 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.

5. Should any amendments be made to the Agreement, they shall become effective at least 3 (Three) days after their publication on the Website. The Licensee using the Service under the terms prior to the time of introduction of amendments shall have the right to be granted rights to use the Service under the terms in effect at the time of Acceptance.

Additional terms and conditions and final provisions

1. 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.

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

3. This Agreement is made in the Russian language. Translations of the Agreement into other languages are provided for convenience. In the event of any discrepancy between the Russian text and a translation, the Russian text shall prevail.

Details of the parties

The Licensor: PalitrumLab Limited Liability Company
Legal address: 119334, Moscow, Gagarinsky District, 13 Kosygina Street, office 1Ts
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) 773601001

Director General: P. A. Kirillov