LICENSE AGREEMENT

with ULA Software End User (Licensee)

This document "License Agreement with ULA Software End User (Licensee)" in the meaning of Art. Art. 633, 641 of the Civil Code of Ukraine is a proposal (offer) of the PRIVATE ENTERPRISE LANTEC (hereinafter - "Licensor") to enter into an agreement on the following terms.

Before using the ULA Software (the "Software"), please read the terms of this License Agreement.

GENERAL PROVISIONS
1. By using the Software, you agree that:
  a) You have read the terms of this Agreement in full before using the Software.
  b) The beginning of your use of the Software in any form means that you accept all the terms of this Agreement in full without any exceptions or restrictions on your part. Use of the Software on other terms is not permitted.
  c) If you do not agree with the terms of this Agreement or are not entitled to enter into this Agreement, you must immediately stop any use of the Software.
  d) The Agreement (including any part thereof) may be amended by Licensor without any special notice.
2. The words and expressions used in this License Agreement are used in the following meaning, unless otherwise expressly stated below:
  a) Agreement - this License Agreement with the end user (Licensee) of the ULA Software.
  b) License – granting to the Licensee a non-exclusive proprietary right to use the Software under the terms set forth in this Agreement.
  c) Licensor - Private enterprise "LANTEC" (legal entity identification code: 30692374), registered and operating in accordance with the laws of Ukraine, whose location is registered at: 65026, Ukraine, Odesa region, Odesa, POLSKA STREET, building 3, apartment 24.
  d) Licensee - the end user who has entered into this Agreement with the Licensor in his interests for internal use in accordance with the requirements of applicable law and this Agreement.
  e) Software - a computer program ULA, the property rights of which belong to the Licensor, presented in an objective form as a set of data and commands designed for the operation of computers and other computer devices in order to obtain a certain result, including the audiovisual displays generated by them, the accompanying documentation, and their updates. The Software is an advanced product. This software and documentation are based in part on software and documentation under license from Micro Focus LLC.
  g) Commercial Use - Use that goes beyond the functional use of the Software permitted by this Agreement by an individual for income (profit) and by a private entrepreneur or legal entity for business gain, including its provision or provision for its access on a paid basis, ie for a fee or any counter-provision of goods, works, services, or with the simultaneous provision of goods, works, services on a paid basis in one form or another. Commercial use of the Software may be authorized by Licensor under a separate agreement with Licensee.
SUBJECT OF THE AGREEMENT AND SCOPE OF RIGHTS.
1. Under the terms and conditions set forth in this Agreement, Licensor agrees to provide, and Licensee agrees to pay for and obtain the right to use the Intellectual Property Object - Software, under the terms of a non- exclusive License within the limits and in the manner specified in this Agreement.
2. Licensor grants Licensee the right to install and use the Software for internal use only in the following countries: Azerbaijan, Armenia, Belarus, Georgia, Kazakhstan, Kyrgyzstan, Tajikistan, Turkmenistan, Uzbekistan, Ukraine and Moldova (hereinafter referred to as "Territory").
  Disclaimer:The Software may not be used in the Russian Federation (RF) or in any country subject to Ukainian sanctions, UN Security Council sanctions, Office of Foreign Assets Control U.S. Department of the Treasury, Bureau of Industry and Security of the U.S. Department of Commerce, U.S. Department of State, the European Union, the United Kingdom or any other state or organization whose decisions and acts are legally binding.
3. This License governs any information relating to the Software License contained in the Software or supporting materials.
4. Licensee's use of the Software is subject to the following restrictions:
  1. Internal use. Use of the Software is limited to Licensee's internal purposes and is subject to any special information or licensing restrictions on the Software contained in the Software and / or its documentation.
  2. Licensee may not use the Software to provide services to third parties, including for the processing of data by any third party.
  3. Licensee may not copy or distribute, resell or sublicense the Software and its components to third parties.
  4. Licensee is not entitled to download and use enhancement updates and similar updates unless Licensee has a license to the Program with a support period established by such license. However, the existence of such a license does not automatically entitle Licensee to receive such updates, and Licensee reserves the right to provide such updates only to Licensees with separate support agreements.
  5. Licensee may not copy the Software, use or make available the Software through a public or external distribution network.
  6. Licensee may not share the internal network with anyone other than authorized users.
  7. Licensee may not change, modify, reconstruct, disassemble, reverse engineer, decrypt, decompile, or create derivative works (versions) based on the provided Software or its components, including the permission of any party to do so. If Licensee has any of these rights under the law, Licensee undertakes to notify the Licensor in writing of the changes made.
  8. Licensee is prohibited from installing and using the Software outside the Territory.
  9. Licensee must reproduce the copyright notice for the Software and documentation for authorized copies.
  10. One copy of the Software, ie 1 (one) license, allows the Licensee to use such copy for processing video streams from no more than 10 (ten) video surveillance cameras. If Licensee wishes to process video streams from more CCTV cameras, such Licensee may purchase additional Software licenses for the appropriate number of cameras.
5. Licensee does not receive any rights under this Agreement other than those expressly granted to Licensee and listed in this Agreement.
ADDITIONAL CONDITIONS
1. Remote monitoring. Some programs may require the use of keys or other technical means of protection, and Licensor or its affiliates may remotely or otherwise monitor Licensee's compliance with its obligations under this Agreement. If Licensee creates a License Management Program to record or report on the use of the License, Licensee agrees to use the Program no later than 180 days from the date of its publication.
2. Property. This Agreement does not provide for, and in any event does not imply, the transfer of ownership of any intellectual property. Ownership of the Software and all related documentation remains with Licensor or its licensors. The copyright and other proprietary rights in the Software may not be removed from the Software or modified. The source code from which the Software Object Code ("source code") is derived is not granted and is a trade secret of the Licensor and its licensors. The access to Software’s source code is prohibited. Neither Licensee nor any related or third party may modify, re-decrypt or decompile the Software, or otherwise attempt to recover the source code, except and only to the extent that applicable law prohibits such limitation.
3. Copyright Notice. When you create permitted copies, you must reproduce the copyright notice for the Software.
4. Operating systems and configuration. Software may only be used on Licensor-approved equipment or configuration.
5. Limited warranty for 90 calendar days for the Software. The program largely meets the characteristics if available and does not contain malware at the time of delivery. If Licensee notifies Licensor of non-compliance with these warranty obligations within 90 days of delivery, Licensor will replace such copy of the Software. This Agreement states all remedies for warranty claims. Licensor does not warrant the uninterrupted and error-free operation of the Software, or its compatibility with hardware or other software, unless otherwise noted in Licensor's supporting materials. Within the limits established by law, the Licensor and his licensors disclaim any other warranties and obligations not specified in this paragraph.
6. Disclaimer of Additional Warranties. Licensor and its licensors disclaim all other warranties, whether direct or indirect. Without limiting this provision, Licensor and its licensors make no warranties that the Software enforces and complies with the laws, requirements, regulations, requirements or directives of any governmental organization. Licensor provides the Software "as is." (AS IS), which means Licensee's agreement that any Software are not error-free. Nothing in this clause shall preclude the express warranties set forth by Licensor in this Agreement.
7. Technical support and support. Within one year since the activation of the License, Licensor will make every reasonable effort to assist the Licensee in writing or by telephone to resolve specific issues with the installation or use of the Software in the Territory. A situation is considered acceptable when it will not be possible to completely eliminate all problems or correct all errors in the Software. Licensor may make such reasonable efforts from time to time, and Licensee may use reasonable efforts to install new releases, updates, and corrected codes. During the current update and development of the Software, Licensor may add, modify or remove individual components or functionality in new releases of the Software. Such changes to the Software are governed by the terms of this Agreement. If Licensee decides not to install the latest software release, the level of technical support may decrease over time. After the expiration of one year from the date of activation of this License, any technical support and provision shall be provided by Licensor solely on the basis of a separate and paid agreement that may be concluded between Licensor and Licensee.
8. Terms of technical support. If the terms of the relevant license provide for the provision of technical support by the Licensor, such technical support and provision shall be provided in accordance with the rules of the Technical Support Agreement, which is available in the Licensee's personal account. By accepting this Agreement, Licensee acknowledges that it also accepts and agrees to abide by the terms of the Technical Assistance Agreement.
9. Anti-corruption laws. The Parties acknowledge that they are familiar with the provisions of the US Foreign Corruption Act, the UK Bribery Act, and other similar anti-corruption laws in other jurisdictions in which the parties operate or otherwise apply to the parties (collectively, the Anti-Corruption Laws), and that, in connection with the agreements provided for in this Agreement, they will not make any payments or transfer anything valuable, offers, promises or provide any financial or other benefit or request, consent to receive or accept financial or other benefits directly or indirectly: to any government official or employee (including employees of a government corporation or public international organization) or any political party or candidate for public office or any other person or organization intending to acquire or retain a business or other gain an undue business advantage. The parties also agree that they will not take any action that would force either party to violate anti-corruption laws. In the event of a breach of the foregoing, a non-violating party may suspend or terminate the Agreement at any time without notice or redress. The guilty party agrees to pay compensation to the non-violating party for any damages, losses, fines or penalties, or anything related to this violation, from which the non-violating party may suffer or suffer damages.
10. Compliance with international trade. Licensee agrees to abide by the laws and regulations of the United States and other national government agencies related to trade. If Licensee exports, imports, or otherwise transfers the Licensed Products, Licensee is responsible for obtaining any necessary export or import permits.
11. US Government. If the Software is licensed to Licensee for use in a principal or subcontract with the U.S. Government, you agree that, in accordance with FAR 12.211 and 12.212, commercial computer software, computer software documentation, and technical data for commercial goods licensed under a standard commercial license.
12. Third party programs. The Software (which includes updates for the purposes of this Agreement) and its components may include third-party programs that are open to the public, free of charge or transmitted through commercial licenses and / or communications to be distributed with the Software. These licenses and notices are available to Licensee in files in the Software catalog, in the documentation that accompanies the Software, or through an additional list provided by Licensor. Licensee must not delete these agreements and notices. Any agreements, representations, statements, warranties, and other obligations with respect to the Software in this Agreement are made by Licensor and not by the authors or suppliers or performers of such open source, free, or commercial software. This agreement does not alter or diminish any rights or obligations that Licensee may have under the license and/or sublicense of a third party included in the Software. Licensee's use is subject to the rights and obligations set forth in the relevant open source, freeware, or license or sublicense. Any third party program that is not part of the Software but comes with it, if any, is provided and licensed exclusively under the relevant open source, free or commercial permission through a license or sublicense for that program.
RESPONSIBILITY
1. Licensor shall not be liable to Licensee for any claims of unauthorized use of the Software, failure, or unauthorized interference with Licensee's or Software's equipment caused by malicious software on Licensee's equipment or illegal actions of any third party.
2. Licensee acknowledges that he is aware about the functionality of the relevant Software. Licensee bears the risk of the Software's compliance with its wishes and needs, as well as the risk of compliance of the terms and scope of the granted rights with its wishes and needs.
3. Licensor's liability to Licensee under this Agreement is limited to the amount paid by Licensee for the relevant Software.
4. The Licensor is released from the obligation to compensate for lost profits, losses due to downtime, losses related to loss or damage of information data, or unauthorized interference with the Licensee's equipment by third parties, as well as indirect, special or derivative losses or expenses. This provision does not limit the liability of the parties for: unauthorized use of intellectual property, death or damage to health caused by negligence; fraud; voluntary waiver of the Agreement; or any liability which cannot be excluded or limited by applicable law.
5. Licensor shall not be liable if the failure of the Software is due to improper use or failure of the Licensee's hardware.
6. The Licensor is not responsible for interruptions in the work, incorrect operation of telecommunications and information flows, interruptions and delays in communication, which are inherent in the interconnection (Internet). Licensee acknowledges that Internet access problems, including hardware, Software and network failures, hardware damage or overloading, and Licensee's computer and network setup problems, may interfere with, interrupt, or delay the operation of the Software. Licensor is not responsible for any interference, interruption or unavailability of the Software that is related to problems with Internet access and / or configuration of the Licensee's computers and networks.
7. Licensee is responsible for the actions of its employees who have access to the Software. Licensor shall not be liable for any unauthorized access to or unauthorized interference with Licensee's equipment or Software by third parties as a result of Licensee's inability to protect the information processed by Licensee through the Software.
8. Neither the Licensor nor the Licensor's licensors shall be liable for incidental, consequential or incidental damages, including, but not limited to, loss of business, profits or data, even if they have been informed of the possibility of such damages. Neither Licensor nor its licensors will be liable for any claims made to Licensee by any third party relating to the use of the Software.
9. Licensor does not process Licensee's data processed by Licensee and may not in any way be considered the owner, administrator, controller or processor of data processed by Licensee through this Software. In no event shall Licensee be responsible for the retention or disclosure of such information by Licensee or any third party.
TERM OF THE AGREEMENT
1. This Agreement shall enter into force on the date of its acceptance by Licensee and shall remain in force until revoked or until the expiration of the limited license.
2. Licensee's rights under this Agreement shall terminate if Licensee fails to comply with the terms of this Agreement.
3. Termination (revocation) of licenses. Upon termination of this Agreement, Licensee must destroy the Software, documentation and any copies or return them to Licensor.
4. Licensee may keep one copy of the Software and documentation for archival purposes.
5. The Licensor has the right to request from the Licensee confirmation of the fulfillment of the conditions provided for in clauses 5.3 and 5.4 of this Agreement.
6. Disclaimer of Warranty, Limitation of Warranty, Liability, this Section and Section 6 of the "FINAL PROVISIONS" will remain in effect upon termination of this Agreement.
FINAL PROVISIONS
1. Licensee may not assign all rights to this Agreement or assign, delegate or otherwise transfer all or any of the rights under this Agreement without the written consent of the Licensor and making payments for such transfer. The transfer of rights made with the consent of the Licensor terminates (cancels) the rights of the Licensee and obliges him to transfer the Software and documentation, as well as their copies to the successor. Such successor undertakes to accept this Agreement. The transfer of embedded Programs is carried out only in the case of delivery to the recipient of the relevant equipment.
2. Application of legislation. In matters not determined by this Agreement, the Parties undertake to be guided by the legislation of Ukraine and relevant international agreements, the binding nature of which has been approved by the Verkhovna Rada of Ukraine.
3. In the event of disagreement and dispute over the mutual rights and obligations of the Parties under this Agreement, the Parties shall make every effort and take all possible steps to resolve them through negotiations. Disputes unresolved through negotiations will be referred to the competent court of Ukraine.
4. In the event that a competent court finds a single provision or several provisions invalid, such provisions shall be excluded from this Agreement, while other provisions of the Agreement shall remain in force for the Parties.
5. The Licensor has the right to control the Licensee's compliance with the terms of this Agreement. The Licensor has the right to perform such inspections at its own expense during normal business hours, notifying the Licensee within a reasonable time. If an underpayment is found as a result, the Licensee undertakes to reimburse the Licensor for such underpayment. If the amount of the identified underpayment exceeds 5 (five) percent of the amount of the original Agreement, the Licensee undertakes to reimburse the Licensor for the costs associated with the inspection.
6. Confidentiality of information. The Parties undertake to make every reasonable effort to prevent the disclosure to a third party of any confidential information received from each other pursuant to this Agreement and relevant to such action within 3 (three) years from the date of granting such information by the Parties. This restriction does not apply to information that: (A) was known to the Parties prior to disclosure; (B) independently developed by the Party itself; (C) made well known by the Party or (D) disclosed with the prior written consent of the Party or (E) disclosed in accordance with a court decision or legal proceeding. A Party shall make every reasonable effort to notify the other Party of such order prior to disclosure. For the purposes of this provision, related parties, branches and subcontractors are not considered "third parties". Notwithstanding anything to the contrary in this Agreement, Licensor may communicate the terms of this Agreement to its licensors only to the extent required by agreements between Licensor and such licensors.
7. Provided that the accompanying documentation includes open source licenses, such licenses shall take precedence in this Agreement over open source components. Provided that the accompanying documentation includes a General Public License or a Standard Public Limited License: (a) software shall include a copy of the source code; (b) if Licensee has downloaded the software from the website, a copy of the source code is available on the same website; or (c) if Licensee has sent a written notice to Licensor, Licensor will provide Licensee with a copy of the source code on a fee basis.
8. Written notices under this Agreement may be sent to the Licensor in the manner specified in the accompanying documentation.
9. The Parties shall not be liable for delays in the performance or non-performance of obligations under this Agreement arising from circumstances of force majeure, except for payment obligations.
10. This Agreement includes the full scope of obligations under the subject matter of this Agreement and supersedes all prior agreements and arrangements that may have existed between the Licensor and the Licensee. Failure by Licensor to exercise its rights under this Agreement shall not be deemed a waiver of those rights.
11. This Agreement may be amended or terminated by Licensor unilaterally without payment of any compensation in this regard.
12. Notice of changes in this document is made by Licensor by sending it to Licensee by means of Software. Upon receipt of such notification of changes in this Agreement, Licensee undertakes to read them and accept a new version of the Agreement. If Licensee does not agree to the changes in this Agreement, he must remove the Software, its archives and documentation.
13. The new version of the Agreement shall enter into force upon its posting in the personal account on the website: https://ula.software, unless otherwise provided by the new version of the Agreement.
14. In case of conflict between the version of the Agreement included in the Software and the latest version of the Agreement posted on the Licensor's website, priority shall be given to the version of the Agreement posted on the website https://ula.software in the Licensee's personal account.