LICENSE AGREEMENT (PUBLIC OFFER)

(Moscow, amended on May 10, 2021)

 

In accordance with Article 437 of the Civil Code of the Russian Federation (hereinafter, the CC RF), this document is an official public offer by Okmeter Limited Liability Company (hereinafter referred to as the Licensor), represented by General Director Nikolay Sivko, acting on the basis of the Articles of Association to legal entities, individual entrepreneurs and individuals, regardless of the country of registration or domicile (location) (hereinafter referred to as the Agreement).

In accordance with clause 2 Article 437 of the CC RF if the conditions stipulated below are accepted, the person accepting this offer shall become the Licensee (in accordance with clause 3 Article 438 of the CC RF, acceptance of the offer equals conclusion of the agreement on conditions stipulated in the offer), and the Licensor and the Licensee are jointly referred to as the Parties to the Agreement.

 

 

1. TERMS AND DEFINITIONS

The Information System shall mean a system for storing, processing, transforming, transmitting, and updating information using computer hardware (hereinafter referred to as servers).

The Service, the Okmeter Service shall mean an information system collecting, processing and monitoring the operating parameters of the Licensee’s information systems (hereinafter referred to as the Metrics), offered on the website under the following domains: okmeter.ru, okmeter.io  and *.okmeter.ru, *.okmeter.io, where * means any Internet domain name (hereinafter referred to as the Service Website), provided on the Licensor’s servers without downloading the distribution package and used solely for the Licensee’s internal business operations, provided that such operations do not include sublease of the Service.

The Okmeter Agent shall mean software available on the Service Website, which the Licensee must install on their server.

The Ordinary Non-Exclusive License, the License, shall mean the Licensee’s non-exclusive right to use the Service and the Okmeter Agent installed on the server across the world under the name designated by the Licensor (Okmeter, Окметр). Licensee has the right to launch the Service through the User Account without providing any other rights under legislation of Russian Federation and other countries (right to copy, alter and others). Licensee is empowered to grant this right to unlimited number of persons without the right to grant sub-licensees.

The License Fee shall mean the price for the right to use the Service (simple non-exclusive license).

The Invoice Period shall mean the License Period, for which the fee by Licensee/User is paid. The Invoice Period shall start after the Trial. For the purpose of this Agreement the Invoice Period equals 1 (one) calendar month. The fee for the last month is calculated proportionate to days of using the Service at the written request of the Licensee.

The Trial shall mean a free usage period for the Service and equals 7 (seven) calendar days after the Project Creation.

The Personal Profile shall mean a virtual tool of the Licensee’s personal self-service, located at the Service Website. The Licensee gets access to the Personal Profile by entering the Username and the password.

The Metrics shall mean the operation parameter value of the Licensee’s information system.

The Licensee shall mean a legal entity, individual entrepreneur or an individual (regardless of registration country, residence (location)), accepting this offer.

The User shall mean a representative or an employee of the Licensee to whom the Licensee gave access to the Service. From the moment of registering the User in the Service, the User shall follow this Agreement. The Licensee guarantees that all Users of the Licensee shall follow this Agreement.

The User Account shall mean a unique user account of the Licensee in the Service allowing to use the Service features.

Registration shall mean filling out a Registration Form located at the Service Website by the Licensee (User) by indicating the required information and choosing the Username and the password.

The Username shall mean a unique name intended for accessing the Personal Profile and is the Licensee’s e-mail provided at the registration.

The Password shall mean a unique set of symbols intended for accessing the Personal Profile.

The Okmeter Software shall mean a set of software programs of the Service information system owned by the Licensor by means of which the services of the Service are provided.

The Billing Unit shall mean one Server of the Licensee where the Licensee installed the Okmeter Agent which sends the Licensee’s Metrics to the Service with its universal and unique identifier by the Internet.

Quantity of metrics simultaneously collected for one Server shall mean a number of different metrics collected by the Okmeter Agent from one server within the invoice period.

Acceptance of the Offer shall mean a full and unconditional acceptance of the offer as a result of the Licensee’s actions described in the terms and conditions of the offer. The Agreement shall be deemed concluded from the moment of the offer acceptance. The moment of the offer acceptance means the moment of the Licensee’s Registration at the Service Website.

The Bill shall mean a document containing payment details of the Licensor to which the Licensee shall remit the funds for the items listed on the bill. When making settlements with nonresidents of the Russian Federation, the bill shall mean the Invoice.

The Project Creation shall mean entering the project name into a corresponding form right after registering at the Service Website.

The Authorized Representative shall mean the Licensee’s representative acting on its behalf when registering at the Service and during further use of the Service through the Personal Profile. Information on the Authorized Representative is entered by the Licensee into the Personal Profile.

The Payment Gateway shall mean the hardware and software package which allows to computerize the payment acceptance process in the Internet.

The Tariff Plan shall mean standard terms of License provision during the Invoice Period with an indication of the cost of its provision, depending on the number of Quantity of metrics simultaneously collected for one Server and the storage period of Metrics in the Service.

 

2. THE SUBJECT-MATTER OF THE AGREEMENT

2.1. The Licensor shall provide to the Licensee the right to use (simple non-exclusive license) the Service, as well as additional services related to the said Service, for the License Fee to the extent provided for by the Agreement without an obligation to provide reports on the Service’s use. The reports shall be provided by additional agreement between the Parties.

2.1.1. The Licensee may use the Service in accordance with its purpose and the terms of the Agreement by using the features and services available at the Service interface.

2.1.2. The use of the Service in any other ways, not indicated in clause 2.1.1. of the Agreement, including re-engineering of the Service, decompilation of the source code, and distribution of the Service, is not allowed without a written consent of the Licensor.

2.2. The exclusive rights to the Okmeter Software, which is the subject-matter of the Agreement are owned by the Licensor pursuant to the right of ownership.

2.3. The Licensee may use the Service in any country of the world.

2.4. The Licensee shall choose a rate plan for the next invoice period in the personal profile or shall forward a request for the rate change to the Licensor’s e-mail: support@okmeter.io.

 

3. RIGHTS AND OBLIGATIONS OF THE PARTIES

3.1. The Licensee may:

3.1.1. Perform any actions related to the functioning of the Service in accordance with its purpose, namely:

- obtain access to the information generated as a result of using the Service;

- upon conclusion of the corresponding written agreements with the Licensor , use the Service for commercial purposes, except for resale, lease, or transfer the Okmeter Software to third parties;

3.1.2. Make prepayment for the future Invoice Periods, but no more than 12 (twelve) periods in a row.  In such a case, if the rates are changed, the price of the periods already paid for by the Licensee shall not change.

3.1.3. Forward to the Licensor applications of software failures in the Service.

3.2. The Licensee shall:

3.2.1. Use the Service only within the scope of rights and using the means provided for in the Agreement;

3.2.2. Make payment in accordance with the provisions of the Agreement. The scope and price of the License for the Invoice Period is determined exclusively on the basis of statistics in the Licensor’s Service.

3.2.3. To ensure collection of the Licensee’s Metrics by the Licensor, install the Okmeter Agent to its servers from which the Licensee wishes to collect the Metrics and then ensure operability of the Okmeter Agent.

3.2.4. When using the Service, follow the effective law and avoid using the Service for illegal purposes.

3.3. The Licensee may not:

3.3.1. Reproduce the Software of the Service (except for the Okmeter Agent), including writing it to computer memory.

3.3.2. Modify the Software of the Service or the Okmeter Agent.

3.3.3. Make the Service or the Okmeter Agent public.

3.3.4. Distribute copies of the Service or Okmeter Agent software or parts thereof and/or perform other actions aimed at deriving commercial benefit in relations with third parties from using the Service or Okmeter Agent;

3.3.5. Provide sublicenses for any use of the Services or parts thereof to third parties;

3.3.6. Try to circumvent technical restrictions of the Okmeter Service or the Okmeter Agent.

3.3.7. Reverse engineer, decompile or disassemble the Okmeter Service or the Okmeter Agent.

3.3.8. Use the Okmeter Service or the Okmeter Agent components to launch applications that do not operate at this Server.

3.3.9. Create copies of the Okmeter Service and the Okmeter Agent.

3.3.10. Grant the lease or other possession and/or use of the Okmeter Service.

3.3.11. Make attempts to get access to the data of other Licensees.

3.3.12. Carry out other actions, not provided for in this Agreement.

 

3.4. The Licensor shall:

3.4.1. Upon completion by the Licensee of its obligations to register and install the Okmeter Agent at its servers, grant the rights to use the Service to the Licensee by allocating the collected and processed Metrics (including the visual ones) in the Licensee’s Personal Profile. The Licensor shall be deemed to have performed its obligations in full at the moment of providing access to the Service, however it is not required to sign and create additional documents regarding provision of such access.

3.4.2. Provide the right to use the Service features 24/7 on a daily basis, except for the duration of maintenance works. The Licensor shall give the Licensee at least 2 (two) business days prior notice on maintenance works through placing information in the Personal Profile or by sending a notification via Licensee’s e-mail provided at the Personal Profile registration.

3.4.3. Provide information about the operation of the Service by e-mail under Licensee’s request.

3.4.4. Subject to technical possibility, eliminate any possible malfunctions of the Service arising through the Licensor’s fault, based on the Licensee’s request.

3.5. The Licensor may:

3.5.1. Suspend the Licensee’s exercise of the right to use the Service before receiving payment in accordance with the tariff plan selected;

3.5.2. Unilaterally and without judicial procedures withdraw from the Agreement and deny the Licensee the right to use the Service if the Licensee defaults on the payment dates or on other grounds as per this Agreement without refund of previously paid License Fee.

3.5.3. Engage third parties in the provision of services without obtaining a prior consent of the Licensee.

3.5.4. To unilaterally make changes to the Agreement, with the Licensor informing the Licensee about the changes introduced by publishing a message about the changes, the changes themselves and/or new documents at the Service Website, and/or forwarding a message to the Licensee via e-mail at least 10 (ten) calendar days prior to the changes entering into force. If the Licensee disagrees with the changes, the Agreement shall be terminated. The Licensee shall inform the Licensor about its disagreement with the new terms and conditions of the Agreement via e-mail at least 3 (three) calendar days prior to the effective date of the changes.

3.5.5. The Licensor may, without any additional payment, use the Licensee’s means of individualization (logo, company name, trade mark and others) as an example of projects where the Service is used or for other information purposes, including but not limited to the following: use of the Licensee’s means of individualization by placing them in brochures, posters, other objects, placing them on websites to demonstrate the Service, to inform about the Licensee’s activity and etc.

 

4. PROCEDURE FOR GRANTING RIGHTS TO THE SERVICE

4.1. The Authorized Representative of the Licensee shall gain access to the Service through the Personal Profile. The Licensee may independently add and delete the access rights of the Licensee’s Users through the Service interface.

4.2. The rights to use Okmeter Service or Okmeter Agent shall be deemed transferred in full from the Licensor to the Licensee from the moment of Licensee’s registration in Okmeter Service and installation of Okmeter Agent on the Licensee’s services.

4.3 Upon registration, the Licensee receives access to the Licensee’s Personal Profile, receives the rights to configure the Service, rights to provide access, right to manage the Licensee’s data in the Service and right to perform all aspects of interaction with the Licensor. If necessary, the Licensee may change its Authorized Representative to another User of the Licensee by sending an advance request, within 2 (two) calendar days, to the Licensor’s e-mail: support@okmeter.io.

4.4. The Licensee may independently add/remove the Servers from which the Metrics are collected and processed by installing corresponding software following the instructions on the website of the Licensor.

4.5. Tariff payment is charged on a monthly basis. The Invoice Period is 1 (one) calendar month in accordance with section 1 of the Agreement. Number of Servers according to the Tariff plan is calculated in accordance with the algorithm "95% Burstable billing": - the number of servers equal to the 95th percentile is counted when calculated using standard 1-minute counts for the corresponding period. This calculation does not take into account emissions in the number of Servers, which, in terms of their total duration, were less than 5 (five) % of the time from the corresponding Accounting period, which in the case of a period with a length of 30 (thirty) days will be equal to 36 (thirty six) hours.

4.6. The limit on the number of simultaneously collected Metrics per Server is 5 000 (five thousand). If this specified limit is exceeded by a certain Server, this Server is billed as additional Servers for every subsequent 5 000 (five thousand) simultaneously collected Metrics, rounded up to 5 000 (five thousand). The number of simultaneously collected Metrics is determined solely on the basis of accounting data in the Licensor's Service.

4.7. The application of the corresponding tariff of the Tariff plan is made by the Licensor solely based on the indicators of the Licensor's accounting system.

 

5. PRICE AND SETTLEMENT PROCEDURE

 

5.1. Basic Tariff plans are set in the price list located in the Internet at https://okmeter.io/#pricing, the choice of the Tariff plan is carried out by the Licensee (User) in the Personal Profile.

5.2.The settlements shall be made in rubles for each Invoice Period on the basis of invoices issued by the Licensor depending on the payment method chosen by the Licensee in the Personal Account or upon agreement by the Licensor's email address (support@okmeter.io) of the payment method (clause 5.6 of the Agreement).

5.3 Calculation of the number of licenses used by the Licensee at the rate shall be done exclusively by the Licensor on the basis of statistics in the Licensor’s Service. The quantity of licenses for the Invoice Period is determined as the maximum of the quantity of Okmeter Agents simultaneously operating at the Licensee’s Servers excluding 36 (thirty-six) hours during the Invoice Period. When a Server is added by the Licensee, the payment is taken into account by the Licensor based on the amount of the prepayment made (clause 5.5 of the Agreement). In case of going beyond the prepayment made, the Licensee pays the cost of the provided license within 7 (seven) calendar days from the end of the Invoice Period.

5.4. Limitation on the quantity of simultaneously collected metrics for one Server is 5,000 (five thousand). If this limitation is exceeded by a certain Server, additional Licenses shall be charged in relation to this Server as additional Servers for every further 5,000 (five thousand) simultaneously collected metrics rounded downward to 5,000 (five thousand). The quantity of simultaneously collected metrics is determined exclusively on the basis of statistics in the Licensor’s Service.

5.5. Payment of the License Fee hereunder in accordance with the selected tariff plan shall be made within 7 (seven) calendar days from expiration of the Invoice Period. The Licensee may make prepayment for the future Invoice Periods. If prepayment is made for the Licensees for the future 12 (twelve) Invoice Periods, the Licensor shall provide to the Licensee a 10 (ten) % discount. The final settlement for the corresponding Invoice Period shall be made within 7 (seven) calendar days from the moment of expiration of the next Invoice Period on the basis of the Licensor’s account system values.

5.6. All payments under the Agreement shall be made via bank transfer. Payment may be effected by the following methods:

·            through payment gateways or online banking;

·            directly to the settlement account of the Licensor;

·            by other methods previously agreed with the Licensor.

The currency used in settlements between the citizens of the Russian Federation and legal entities/individual entrepreneurs registered in accordance with the law of the Russian Federation is a Russian ruble. If settlements are made with foreign citizens and legal entities not being residents of the Russian Federation then settlements in USD and EUR are allowed.

5.7. The moment of the Licensee’s performance of its payment obligations shall be the date of crediting the funds to the settlement account of the Licensor in full.

5.8. The amount of the License Fee for the rights to use the Service under this Agreement shall be exempt from VAT in accordance with Subclause 26, clause 2, Article 149 of the Tax Code of the Russian Federation, as well as in connection with the application of the simplified taxation system by the Licensor.

5.9. The Licensor may unilaterally change terms of Tariff Plans for the new Invoice Period on the condition that the new terms of Tariff Plans are published at the Service Website and the Licensor is given at least 30 (thirty) calendar days prior notice about updating the terms of Tariff Plans via e-mail or through the Personal Profile. If the Licensee disagrees with the indicated changes about which fact the Licensee informs the Licensor in writing (including via e-mail), the Agreement shall be deemed terminated.

 

6. LIABILITY OF THE PARTIES

6.1. The Parties shall be liable for non-fulfillment or improper fulfillment of their obligations hereunder in accordance with the effective Russian law.

6.2. The Licensee shall exercise the rights to use the Service at its own risk.

6.3. The Licensee acknowledges that no software is free from errors.

6.4. The Licensee agrees that in order to work with the Service the Licensee needs to use software (web browsers, operating systems, communications links, the Internet access and others) and equipment (personal computers, network equipment and others) produced and supplied by third parties, and the Licensor may not be liable for the quality of their operation, conformance of protocols and standards (protocol technical specification, software programming interface, data base scheme and similar items) as well as compatibility of the Service Agent with other software installed by the Licensee at its computer.

6.5. The Authorized Representatives of the Parties shall keep confidential the data for accessing the Service. All actions performed under the User Account of the Licensee’s representative are deemed to have been performed by the Licensee’s representative.

6.6. In the event of late payment of the License Fee by the Licensee, the Licensor may charge the Licensee with a fine in the amount of 1% (one per cent) from the amount of late payment for each day of the delay.

 

7. DURATION AND TERMINATION OF THE CONTRACT

7.1. The Agreement comes into effect from the moment of its acceptance by the Licensee and remains in effect during the term of the Licensee’s use of the Service and in the part of obligations not fulfilled by the Parties under the Agreement - until the moment of their fulfillment.

7.2. All disputes and disagreements shall be settled by negotiation. If a dispute or disagreement cannot be settled by negotiation, it shall be referred to the court in accordance with the effective law.

7.3. Compliance with the pre-trial claim procedure is mandatory. The term for responding to a Party's pre-trial claim is 15 (fifteen) calendar days from the moment it is received by the second Party.

7.4. Either Party may unilaterally withdraw from the Agreement by notifying the other Party in writing no less than 30 (thirty) calendar days before the anticipated date of termination by methods stipulated in the Agreement.

7.5. Recognition of certain provisions of the Agreement as invalid does not entail the invalidity of the entire Agreement.

 

 

8. PERSONAL DATA

8.1. When accepting the offer, the Licensee gives its consent to the Licensor to collect and process personal data on the Licensee, its Users and other persons having access to the Service in order to perform the Agreement as well as in order to inform the Licensee about current advertising campaigns and special offers, changes and renewals of the Okmeter software program, repair and maintenance works for the whole term of using the Service and confirms such consent from all subjects to personal data, that is employees, the Licensee’s representatives and other persons to whom the Licensee gave access to its Personal Profile in the Service.

8.2. The Licensor shall:

8.2.1. in the interests of the Licensee, collect, record, accumulate, store, clarify (update, change), use, provide, depersonalize, delete and destroy personal data in connection with the execution of the Agreement;

8.2.2. ensure data confidentiality;

8.2.3. ensure data security;

8.2.4. ensure the conditions for data processing established by Article 6 of the Federal Law of No. 152-FZ  dated July 27, 2006 "On Personal Data", as well as other applicable legislation, including international legislation;

8.2.5. ensure the requirements for the protection of processed data in accordance with Article 19 of the Federal Law of 27.07.2006 No. 152-FZ "On Personal Data", as well as  other applicable legislation, including international legislation;

8.2.6. store personal data in a way that allows identifying the data user no longer than is required for the purposes of data processing under this Agreement;

8.3. Access to personal data shall be provided to persons directly engaged in the processing of the Licensee’s personal data.

 

9. ELECTRONIC WORKFLOW

9.1. In accordance with Article 9, Part 2 of Federal Law No. 63-FZ “On Electronic Signature” dated April 6, 2011, the Parties agreed to the equal significance of information in electronic form, signed with a simple digital signature, and a paper document signed personally by the director or his/her officer of the Party subject to the Parties’ performance of the Agreement.

9.1.1. A simple digital signature means a digital signature which, through the use of the simple digital signature key (hereinafter, the key), confirms the fact of applying digital signature by the Party’s authorized representative.

The key represents a combination of 2 components: an identifier and a key password. The Identifier shall be a username of the director or his/her authorized officer of the Party in the E-mail Information System; the password shall be a unique sequence unknown to third parties, used for accessing the e-mail information system.

9.1.2. The e-mail information system shall mean software enabling correspondence between the Parties via telecommunication networks using e-mail.

9.2. Pursuant to the Agreement, a simple digital signature may be used to sign the following documents.

9.2.1. Reconciliation reports;

9.2.2. Certificates of acceptance;

9.2.3. Certificates of completion of works;

9.2.4. Other documents not indicated in this clause.

9.3. Digital signature verification procedure

9.3.1. A document shall be deemed signed with a simple digital signature of a Party subject to the following conditions:

A document shall be deemed executed as a paper photocopy signed personally by the director or his/her authorized officer of a Party and attached to an email message sent from the address of either the Licensor (from the following e-mail: *@okmeter.io, where * is any name) or the Licensee (indicated in the personal profile). The text of the document, signatures of authorized persons, and the seal (if any) shall be clearly visible in the photocopy. The photocopy shall contain all mandatory details of the document provided for in Article 9 of the Federal Law No. 402-FZ dated December 6, 2011 “On Accounting”.

9.4. The Party undertakes to send to the other Party by registered mail the originals of the documents specified in clause 9.2. of the Agreement, on paper, signed by the handwritten signature of the head or another official of the Party authorized by him, no later than 10 (ten) working days from the date of receipt of a written request from the other Party.

9.5. The Parties also agreed on the use of electronic document management (EDM) - the exchange of legally significant electronic documents (ED) between the Parties using the EDM operator's system via the Internet. The parties agreed to use the system of the EDM operator “Diadok” (the system of the EDM operator CJSC “PF SKB Kontur”; accredited by the Federal Tax Service; Passport No. 0002).

 9.6. Acts and other documents specified in clause 9.2 of the Agreement, sent by the Licensor to the Licensee in electronic form or on paper, are deemed to have been accepted by the Licensor without remarks and objections during 10 (ten) working days from the date of sending and are considered bilaterally agreed.

9.7 In the case of impossibility to exchange information in electronic form using the EDM operator's system via the Internet, the Parties agree that this Agreement, notifications, claims and other documents, the exchange of which is envisaged in the framework of the fulfillment of obligations under this Agreement, can be transferred by exchanging documents by sending documents in electronic form (scanned documents) to the e-mail addresses of the Parties, allowing to reliably establish that the document comes from the Party under this Agreement. The scanned copy of the document obtained in this way has legal force and is valid for both Parties.

9.8. Documents sent in electronic form are sent to the email address (es) indicated in the details of the Parties.

9.9. Documents sent in electronic form are considered received from the moment they are sent.

9.10. The Party undertakes to send to the other Party by registered mail or courier service the originals of the documents previously sent in the form of a scanned copy, on paper, signed by the handwritten signature of the head or another official of the Party authorized by him, no later than 10 (Ten) calendar days from the receipt of a written request from the other Parties.

9.11. Messages and any documents under this Agreement sent by courier service or mail are considered received by the other Party from the moment of delivery to the address of the Party specified in this Agreement, or to the appropriate post office. Failure to receive or non-acceptance by the Party of such messages or documents for any reason is not a basis for declaring them not received.

 

 

10. CONFIDENTIALITY

10.1. All information related to the activity under the Agreement received by one Party from the other, including information containing contents and terms of the Agreement, shall be deemed confidential. Each Party shall apply the same degree of confidentiality to avoid disclosure or use of the confidential information provided to it as it would apply in relation to its own confidential information.

10.2. The Party that received confidential information shall avoid its disclosure without consent of the Party that is the owner of the information, except for the cases stipulated by the effective law of the Russian Federation, including when in accordance with the effective law of the Russian Federation the Party to the Agreement is obliged to disclose the above-mentioned information (data comprising such information) to its counterparty within the civil law (contractual) relations between the Party to the Agreement and the counterparty. At the same time, the Party disclosing the confidential information shall immediately inform the Party that owns that information about such disclosure.

10.3. The confidential information may be disclosed by the Party that received that information to its employees that need that information for the Party to perform its obligations under this Agreement and to the extent required.

10.4. The Party to the Agreement that discloses information according to clauses 10.2. and 10.3. of the Agreement shall inform the third parties about the confidentiality of the information supplied in any such case.

10.5. The Information confidentiality obligations stipulated herein shall not apply to the confidential information which:

- is generally available to public (used in the press and other mass media);

- was legally known to the receiving Party prior to its disclosure by the disclosing Party;

- is allowed to be disclosed under a written consent of the Party that owns that information;

- may not be deemed confidential in accordance with the effective law of the Russian Federation.

10.6. The Parties shall abide by the provisions of this section during 5 (five) years upon termination or expiration of the Agreement, whichever comes first.

10.7. Upon termination of the Agreement or by request of the Party that owns the confidential information, the Party that received such information shall return or destroy (at the discretion of the Party that owns the information transferred) all confidential information transferred by the Party that owns the transferred information as soon as practicable in accordance with the Agreement.

 

11.   CIRCUMSTANCES OF INSUPERABLE FORCE (FORCE MAJEURE)

11.1. The Party shall be free from any responsibility if non-performance or improper performance of its obligations was due to circumstances of insuperable force (force majeure), that is due to unforeseen, extreme and unpreventable circumstances under the given conditions beginning after conclusion of the Agreement that the Parties could not foresee or prevent by reasonable efforts. In particular, such circumstances are the following: the acts of God, earthquakes, floods, wars, military operations of any character, blockades, embargoes, political disturbances, riots and their consequences, issuance of legal acts and decisions of state authorities of the Russian Federation changing the legal status of the parties to the Agreement, limiting and/or forbidding performance of the obligations under the Agreement or otherwise affecting the ability to perform the Agreement, as well as other circumstances beyond the reasonable control of the Party.

11.2. The Party referring to the circumstances of insuperable force shall give a written notice about start or termination of such circumstances to the other Party to the Agreement within 3 (three) business days from their appearance, or from the moment it became possible. In this case, the representatives of the Parties shall consult each other and agree on the measures to be taken by the Parties as soon as practicable.

The beginning of force majeure circumstances and their duration shall be proven by documents issued by the corresponding competent state authorities or organizations.

Failure to give proper notice of force majeure circumstances shall deprive the corresponding Party of the right to refer to them in the future.

11.3. Upon occurrence of force majeure the term for the fulfillment of the obligations hereunder shall be suspended for the period of time during which such force majeure and consequences thereof continue. If force majeure circumstances remain for over 3 (three) months in a raw, any Party may unilaterally terminate the Agreement.

 

12. SEPARATE PROVISIONS

 

12.1. The Agreement is drawn up in Russian and English. In case of discrepancies in the Russian and English texts of the Agreement, the Russian text shall prevail.

 

13. THE LICENSOR’S DETAILS:

 

The Licensor

Okmeter Limited Liability Company

Address: 2 Devyatkin Pereulok, floor 2, room 5, 6, 101000, Moscow

INN (Taxpayer Identification Number)/KPP (Tax Registration Reason Code) 7701988014/770101001

Banking details:

Settlement account: 40702810402620000193

with OJSC ALFA-BANK

Correspondent account: 30101810200000000593

INN (Taxpayer Identification Number): 7728168971

RCBIC (Russian Central Bank Identification Code) 044525593

LLC OKMETER

address: PER. DEVYATKIN, D. 2, C. ET.2, KV./ MOSCOW, RUSSIA

Beneficiary account : No: 40702978602620000288

No: 40702978602620000314

SWIFT: ALFARUMM

Beneficiary’s Bank: AO “ALFA-BANK”

Beneficiary's bank address: 27 Kalanchevskaya str., Moscow, 107078

Contact information:

e-mail: okmeter@okmeter.io

 

General Director

 

N. Sivko