1. DEFINITIONS. THE TERMS AND DEFINITIONS USED IN THE AGREEMENT ARE DESCRIBED IN SECTION 1.
1.1. “Confidential Information” shall mean all disclosed information with regard to this Agreement or the Product whether furnished in oral, written or other tangible or intangible form. The Confidential Information shall include, but not limited to, components of business plans, products, inventions, design plans, financial plans, customer related information, strategies and other information of similar nature.
1.2. “Documentation’ shall mean all user manuals and administrator guides as well as other technical documents.
1.3. “Product” shall mean any version of software for computers and data bases, including, but not limited to, the computer software PICODATA, that are built on an open SW basis managed by the Apache Software Foundation licensed under the terms and conditions of the Apache 2.0 License (http://www.apache.org/licenses/LICENSE-2.0).
1.4. “Intellectual Property” shall mean all systems, methods, algorithms, structures, libraries, applications (supplementary software), components/parts of the Product (including texts and fonts), all modules, other elements of the Product copied and/or incorporated in all working software, any copies, documentation, authorship , logos and other information included in the Product.
1.5. Right Owner - Picodata LLC
1. TERMS AND DEFINITIONS USED IN THE AGREEMENT
1.1. “Documentation’ shall mean all user manuals and administrator guides as well as other technical documents.
1.2. “Product” shall mean any version of software for computers and data bases, including, but not limited to, the computer software PICODATA, that are built on an open SW basis managed by the Apache Software Foundation licensed under the terms and conditions of the Apache 2.0 License (http://www.apache.org/licenses/LICENSE-2.0).
1.3. “Intellectual Property” shall mean all systems, methods, algorithms, structures, libraries, applications (supplementary software), components/parts of the Product (including texts and fonts), all modules, other elements of the Product copied and/or incorporated in all working software, any copies, documentation, authorship , logos and other information included in the Product.
1.4. "Right Owner" - Picodata LLC, V. 9, ST. 17, FLOOR 8, PART OF PREMISES. 4. at ul. GODOVIKOVA, OSTANKINSKY VN.TER.G. MUNICIPAL OKRUG, 129085, MOSCOW, RUSSIA
1.5. "End User" - a legal entity/individual who shall be granted the right to use (non-exclusive license) the Software for his/her own needs and not for resale or sublicensing.
1.6. "Software distribution" is a set of files of the Product containing an installer file, instructions for users and additional necessary components.
2. INTELLECTUAL PROPERTY EXCLUSIVE RIGHTS
2.1. The Product, systems, methods, algorithms, structures, libraries, applications (supplementary software), components/parts of the Product (including texts and fonts), all modules, other elements of the Product copied and/or incorporated in all working software, any copies, documentation, authorship, logos and other information included in the Product shall be objects of intellectual property and commercial secret of the Right Owner, i.e. Picodata LLC and/or its affiliates and shall be protected according to the Russian Federation effective legislation on intellectual property, commercial secret as well as the provisions of this Agreement.
2.2. The Right Owner shall guarantee that it has relevant rights to use the PICODATA name and the PICODATA logo protected under the Russian Federation legislation on copyrights.
2.3. The use of the Product in violation of the terms and conditions hereof shall be deemed to be a breach of the Russian Federation legislation on copyrights and shall constitute a sufficient ground for depriving the Licensee of the rights granted in respect of the Product.
2.4. The Right Owner shall assist the Licensee in defending against all claims filed by third parties in respect of the intellectual and industrial ownership of the Product package. Should any such claim be filed the Licensee shall immediately inform the Right Owner about all complaints made by the third party and provide all necessary information regarding the dispute.
2.5. The Right Owner represents that as of the time of the transfer of the right to use the Product, to the best of its knowledge, there are no third party's rights that could be infringed upon through granting the Licensee with the non-exclusive right to use the Product hereunder.
2.6. Within the term of this Agreement the Right Owner shall refrain from any actions that can hinder the Licensee from exercising the right to use the result of intellectual activity granted to it within the limits set forth in this Agreement.
2.1. The exclusive rights to the Product and intellectual property objects contained in the Product belong to the Right Owner. Exclusive rights to the intellectual property objects contained in the Product are protected in accordance with the current legislation of the Russian Federation and the provisions of this Agreement.
2.2. The use of the Product in violation of the terms of this Agreement shall be recognized as a violation of the current legislation of the Russian Federation and shall be sufficient grounds for depriving the End User of the rights granted in respect of the Product.
2.3. The Right Owner shall assist in defending the End User against all claims of third parties challenging the End User's right to use the Product. In the event of such a claim, the End User shall immediately inform the Right Owner of all claims brought by third parties and provide all necessary information regarding the dispute.
2.4. The Right Owner declares that at the moment of granting the right to use the Product to the End User he shall be not aware of any rights of third parties that could be violated by granting the End User the right to use the Product under this Agreement.
2.5. During the term of this Agreement, the Right Owner shall be obliged to refrain from any actions that may make it difficult for the End User to exercise the right to use the Product within the limits established by the Agreement.
3. SUBJECT MATTER OF THE AGREEMENT
3.1. The subject matter of this Agreement shall be Right Owner’s provision to the Licensee (provided that the Licensee meets all technical requirements described in the technical and user documentation, and all terms and conditions and restrictions set forth herein) of non-exclusive rights to use the Product within the limits and by the methods specified herein. The description of the Product and instructions regarding the use thereof shall be included in the Product suite and may be provided to the Licensee upon request in hard copies.
3.2. The terms and conditions and the procedure of paying remuneration for provision of the right to use the Product shall be set forth in separate agreements with the Right Owner or its authorized representatives/partners.
3.1. The Right Owner grants the End User a non-exclusive license to use the Product within the limits and in the ways specified in this Agreement. The right to use the Product shall be granted to the End User provided that the End User complies with all technical requirements described in the technical and user documentation, as well as all conditions and restrictions specified in this Agreement. The description and instructions for use of the Product are included in the Product and may also be provided to the End User in paper form upon request.
3.2. The terms and procedure of payment of remuneration for granting the right to use the Product are determined by separate agreements.
4. SCOPE OF THE RIGHTS TO BE TRANSFERRED AND METHODS OF USE
4.1. The Licensee shall be provided with the non-exclusive right to use the Product through installing and launching the Product on the relevant number of processors and through copying thereof only for the purpose of generating a back-up or archival copy of the Product. The number of processors shall be determined by separate agreements with the Right Owner or partners of the Right Owner.
4.2. The right to use the Product granted to the Licensee shall not include:
4.2.1. The right to use the Product or relevant documentation thereto for any purposes other than those permitted hereby.
4.2.2. The right to modify, hide, delete or enter any changes into the trademarks, trade names, marks or notes made onto the software or constituting an inseparable part of the software or the relevant documentation thereto. While producing above mentioned copies the Licensee shall reproduce onto the copy/copies all information regarding the copyright or other marks made on the software or the relevant documentation thereto.
4.2.3. The right to modify, supplement, decompile, reverse-engineer, disassemble, translate, adapt, reorganize, make corrections or enter any other changes to the Product, components of the Product or relevant documentation thereto.
4.2.4. The right to assign the granted right to use the Product, including the media and documentation, to legal entities and individuals through selling, renting, letting, lending or otherwise alienating, including, but not limited to, the provision of the software as a “cloud” service.
4.2.5. The right to transfer to third parties the activation and access codes (or copies thereof) for the Product.
4.2.6. The right to use the Product on behalf of any third party.
4.2.7. The right to make any actions with regard to the Product that violate the Russian and international norms of legislation on copyrights and use of software.
4.3. The right to use the Product to be granted to the Licensee shall be in effect within the time period set forth in the SW Specifications (Annex No 1 to the Contract) and within the boundaries of the Russian Federation.
4.4. The use of the Product shall be allowed within the standard SW suite, it shall also be allowed to build the Product into software created anew or existing.
4.5. It shall be allowed to build in and produce derivative products subject to the rules of application and use of the free Apache SW.
4.1. The Right Owner grants the End User the right to use the Product (non-exclusive license) by means of reproduction - recording into the computer memory, installing and running the Product on the corresponding number of processor cores. The number of processor cores shall be determined according to separate agreements with the Right Owner.
4.2. The End User shall be entitled to copy the Product solely for the purpose of making a backup copy and archiving the Product.
4.3. The End User's right to use the Product shall be limited:
4.3.1. It shall not be allowed to use the Product or related documentation for any purposes other than those authorized by this Agreement, including using the Product to provide services to third parties or copying (except as provided in Section 4.2 of the Agreement), providing, disclosing or otherwise making the Product available to third parties.
4.3.2. It shall not be allowed to alter, conceal, delete or make any changes to the information about the authors and copyright holder of the Product, trademarks, markings or notices contained on the Product packaging or forming part of the Product or the relevant documentation for the Product. When making the aforementioned authorized copies, End User shall transfer to the copy(s) all copyright information or other markings contained in the Product, on the Product packaging or specified in the applicable Product documentation.
4.3.3. It shall not be allowed to modify, supplement, decompile, reverse engineer, disassemble, translate, reorganize, correct errors, including explicit ones, or make any other changes to the Product, its components or related documentation.
4.3.4. It shall not be allowed to transfer the obtained right to use the Product, including media and documentation, to legal entities or individuals by sale, rental or other means, including, but not limited to, by providing the right to use the Product as a cloud service.
4.3.5. It shall not be allowed to transfer activation and access codes (or copies thereof) for using the Product to third parties.
4.3.6. It shall not be allowed to use the Product on behalf of another person.
4.3.7. It shall not be allowed to perform any other actions with respect to the Product that violate Russian and international copyright, trade secret and software usage laws.
4.4. The right to use the Product obtained by the End User shall be valid for the period of time specified in a separate agreement between the Right Owner and/or the Right Owner's Partner and the End User and within the territory of the Russian Federation.
4.5. The Product may be used as independent software and may be used jointly with the End User's newly developed or existing software, if such use is technically possible, without the right to distribute, sell copies of the obtained (composite) software by the End User and without granting the right to use it to third parties by any means. The right specified in this clause shall not be a grant of rights to rework (modify) the Product.
4.5.1. The Right Owner does not guarantee compatibility of the Product with any other End User's software and shall not be responsible for their correct joint operation.
5. TRANSFER PROCEDURE
5.1. A copy of the Product shall be furnished to the Licensee on an electronic medium. The user documentation shall be provided to the Licensee on an electronic medium unless set forth otherwise in the contract with the Licensee.
5.1. A copy of the Product shall be furnished to the End User on an electronic medium. The user documentation shall be provided to the End User on an electronic medium unless set forth otherwise in the contract with the End User.
5.2. Any changes, amendments and other actions related to the transfer, activation of, provision of access to the Product shall be made only by the Right Owner either directly or through its authorized representatives.
5.2.1. The license agreement for the Product may be re-registered to another Licensee only by the Right Owner on the basis of the current Licensee's written application. The transfer shall be applicable to the entire Product (including all components, media, printed materials and updates).
5.2.2. The person who obtained the Product as a result of such all-at-once transfer shall accept all terms and conditions of this Agreement, including the obligation not to assign the rights to the Product and this Agreement to any third parties. A written confirmation of acceptance of this condition shall be forwarded to the Right Owner.
5.2.3. When the right to the Product is assigned to another person (a new Licensee), the Licensee under this Agreement shall delete all back-up copies, if any, of the Product to be transferred.
5.3. The replacement of the End User by another person shall be carried out in the following order:
5.3.1. The replacement of the End User by another person may be carried out exclusively by the Right Owner on the basis of a written application of the current End User. The transfer shall apply to the entire Product (including all components, media, printed materials and updates).
5.3.2. A new End User who receives the Product as a result of the replacement of an End User must agree to all the terms and conditions of this Agreement, including the obligation not to further transfer the rights to the Product to third parties. A written confirmation of acceptance of this condition must be sent to the Right Owner.
5.3.3. When transferring the rights to the Product to another person (a new End User), the End User hereunder undertakes to destroy all backup copies of the transferred Product, if any.
6. WARRANTY OBLIGATIONS
6.1. The Right Owner shall warrant that no copyrights, allied rights or any other rights of third parties are infringed upon through transferring the rights to the Product.
6.2. The Product with the rights to use thereof specified in this Agreement shall be provided "as is" without any obligations on the part of the Right Owner regarding its fitness for the Licensee's purposes or for the use together with certain software.
6.3. The Right Owner shall provide no warranties with regard to the software and hardware of other manufactures that may be supplied to the Licensee together with the Product or as an integral part of the Product or may be attached to the Product.
6.4. The Right Owner may provide support services with regard to the Product under separate agreements made by the Licensee with the Right Owner or its partners according to the current terms and conditions of support services of the Right Owner.
6.2. The Product with the rights to use thereof specified in this Agreement shall be provided "as is" without any obligations on the part of the Right Owner regarding its fitness for the End User's purposes or for the use together with certain software.
6.3. The Right Owner shall provide no warranties with regard to the software and hardware of other manufactures that may be supplied to the End User together with the Product or as an integral part of the Product or may be attached to the Product.
6.4. The Right Owner may provide support services with regard to the Product under separate agreements made by the End User with the Right Owner or its partners according to the current terms and conditions of support services of the Right Owner.
7. LIABILITY
7.1. The Right Owner and its affiliates shall bear no liability and shall not reimburse any direct or indirect losses, including lost profits, loss of confidential information of the Licensee caused by faults and/or errors made in operating the Product, improper conduct of the personnel of the Licensee or third parties, or breakdowns of technical means and failures of electrical equipment.
7.2. The Right Owner and its affiliates shall neither be liable for nor make any warranties with regard to any performance characteristics of the Product other than those committed and described in the user documentation, unless the Licensee bought the Product from the Right Owner or its authorized representatives.
7.3. The Right Owner and its affiliates shall neither make any implicit warranties of the merchantability of the Product or its fitness for a particular purpose. This software shall be provided on an "as is" basis and Picodata LLC shall not be obliged to provide any maintenance, support, updating, extension or modification services with regard to the Product.
7.4. The Licensee shall bear liability for reimbursing any damages arising out of or caused by the use of the Product and the information contained therein or generated by the Product and resulting from its interaction (or a failure to interact in a proper manner) with any other hardware, array of systems or software provided by the Right Owner and/or third parties.
7.5. The Licensee shall undertake to compensate the Right Owner for any costs, including legal expenses, attorney fees and hold the Right Owner harmless against any claims, disputes, litigations, losses, damages, expenses, costs, any other liability caused by any unlawful, illegal use of the Product (including the use by any party relating to the Licensee, as well as by persons who were authorized to act on behalf of the Licensee explicitly in violation of this Agreement and effective legislation).
7.1. The Right Owner shall bear no liability and shall not reimburse any direct or indirect losses, including lost profits, loss of confidential information of the End User caused by faults and/or errors made in operating the Product, improper conduct of the personnel of the End User or third parties, or breakdowns of technical means and failures of electrical equipment.
7.2. The Right Owner shall neither be liable for nor make any warranties with regard to any performance characteristics of the Product other than those committed and described in the user documentation, unless the End User bought the Product from the Right Owner or its authorized representatives.
7.3. The Right Owner shall neither make any implicit warranties of the merchantability of the Product or its fitness for a particular purpose. This software shall be provided on an "as is" basis and Picodata LLC shall not be obliged to provide any maintenance, support, updating, extension or modification services with regard to the Product.
7.4. The End User shall bear liability for reimbursing any damages arising out of or caused by the use of the Product and the information contained therein or generated by the Product and resulting from its interaction (or a failure to interact in a proper manner) with any other hardware, array of systems or software provided by the Right Owner and/or third parties.
7.5. The End User shall undertake to compensate the Right Owner for any costs, including legal expenses, attorney fees and hold the Right Owner harmless against any claims, disputes, litigations, losses, damages, expenses, costs, any other liability caused by any unlawful, illegal use of the Product (including the use by any party relating to the End User, as well as by persons who were authorized to act on behalf of the End User explicitly in violation of this Agreement and effective legislation).
7.6. Upon expiration of the term for which the End User was granted a non-exclusive license, the End User shall be obliged to stop using the Product and Documentation within 1 (one) business day, remove all copies of the Product from its technical means, destroy copies of the Product and copies of the Documentation, if such copies were made by agreement with the Right Owner.
8. SPECIAL, ADDITIONAL TERMS AND CONDITIONS
8.1. The rights to use the Product shall be in effect only if the Product is genuine. The Product bought lawfully shall be supplied with the unique identification number and the Licensee's data specified when the rights to use the Product are acquired. The Licensee shall bear full liability for correctness of the data transferred directly to the Right Owner or its authorized representative. The Licensee shall advise the Right Owner or its authorized representative of any deficiencies it finds in the provided data, changes in its address and banking details.
8.2. This Agreement as described above shall be deemed to have been entered into and shall come into legal force from the time of commencement of the installation and use of the Product and shall constitute an entire agreement between the Licensee and the Right Owner regarding its terms and conditions. Should a competent court hold any provisions of this Agreement null and void, unlawful, all other provisions of the Agreement shall remain in force and effect. All disputes and contradictions of the parties to this Agreement shall be settled by means of negotiations, and if the negotiations fail to settle the dispute, such disputes shall be submitted to the Court of Arbitration of Moscow according to the Russian Federation effective legislation.
8.3. Violation of the terms and conditions of this Agreement shall be subject to a liability according to the Russian Federation effective legislation and this Agreement. Without prejudice to any of its rights the Right Owner shall be entitled to unilaterally terminate this Agreement, should the Licensee fail to observe the terms, conditions and restrictions set forth herein. The money paid by the Licensee for the use of the Product shall not be returned.
8.4. The Product may include software or any other code distributable subject to the terms and conditions of licenses of third party suppliers. The Customer shall accept and agree with the terms and conditions of such third party licensees applicable to the third party software and shall acknowledge that such third party suppliers disclaim any representations and warranties with regard to the products or any part thereof and assume no liability for any claims that may arise with regard to the products, as a result of the usage thereof by the customer or due to the impossibility to use thereof. Should the Licensee become aware of any information indicating the infringement of the Right Owner's copyright (unlawful resale of the Product, links to pirate websites) please forward such information to: https://picodata.io/about/contacts/.
8.5. For any additional information regarding the issues relating to this Agreement, any further explanations with regard to the use of the Product the Licensee may apply to the address below: https://picodata.io/about/contacts/.
8.1. The rights to use the Product shall be in effect only if the Product is genuine. The Product bought lawfully shall be supplied with the unique identification number and the End User's data specified when the rights to use the Product are acquired. The End User shall bear full liability for correctness of the data transferred directly to the Right Owner or its authorized representative. The End User shall advise the Right Owner or its authorized representative of any deficiencies it finds in the provided data, changes in its address and banking details.
8.2. This Agreement as described above shall be deemed to have been entered into and shall come into legal force from the time of commencement of the installation and use of the Product and shall constitute an entire agreement between the End User and the Right Owner regarding its terms and conditions. Should a competent court hold any provisions of this Agreement null and void, unlawful, all other provisions of the Agreement shall remain in force and effect. All disputes and contradictions of the parties to this Agreement shall be settled by means of negotiations, and if the negotiations fail to settle the dispute, such disputes shall be submitted to the Court of Arbitration of Moscow according to the Russian Federation effective legislation.
8.3. Violation of the terms and conditions of this Agreement shall be subject to a liability according to the Russian Federation effective legislation and this Agreement. Without prejudice to any of its rights the Right Owner shall be entitled to unilaterally terminate this Agreement, should the End User fail to observe the terms, conditions and restrictions set forth herein. The money paid by the End User for the use of the Product shall not be returned.
8.4. The Product may include software or any other code distributable subject to the terms and conditions of licenses of third party suppliers. The Customer shall accept and agree with the terms and conditions of such third party licensees applicable to the third party software and shall acknowledge that such third party suppliers disclaim any representations and warranties with regard to the products or any part thereof and assume no liability for any claims that may arise with regard to the products, as a result of the usage thereof by the customer or due to the impossibility to use thereof.
8.5. If the End User becomes aware of any information indicating infringement of the intellectual rights of the Right Owner (illegal resale of the Product, links to pirate sites), the End User may contact the Right Owner via E-mail: hello@picodata.io.
8.6. For any additional information regarding the issues relating to this Agreement, any further explanations with regard to the use of the Product the End User may contact the Right Owner via E-mail: hello@picodata.io.
9. AGREEMENT TERMINATION
9.1. The term of this Agreement shall commence from the date of its being signed by the accepting party and shall be in effect for the effective period of the non-exclusive right to use the SW, unless it is terminated due to the Licensee's failure to observe any provision of this Agreement. If any provision of this Agreement is violated, the Right Owner may terminate this Agreement immediately.
9.2. Upon termination of this Agreement all rights granted to the Licensee by this Agreement shall be forthwith terminated and the Licensee shall immediately return all confidential information to the Right Owner and then delete all confidential information on its side.
9.3. This clause and sections 2, 3, 4, 6, 7, 8 shall survive any termination of this Agreement.
9.1. The term of this Agreement shall commence from the date of its being signed by the accepting party and shall be in effect for the effective period of the non-exclusive right to use the SW, unless it is terminated due to the End User's failure to observe any provision of this Agreement. If any provision of this Agreement is violated, the Right Owner may terminate this Agreement immediately.
9.2. Upon termination of this Agreement all rights granted to the End User by this Agreement shall be forthwith terminated and the End User shall immediately return all confidential information to the Right Owner and then delete all confidential information on its side.
