End-User License Agreement, version 2020.11.1, published  November 05, 2020

IMPORTANT! READ CAREFULLY:

This end-user license agreement (hereinafter referred to as the EULA) is a legal agreement between the licensee and the licensor regarding the use of software products.

This EULA is applied after the licensee receives software products from the licensor or from a third party authorized by the licensor.

The licensee agrees to comply with the EULA terms (i.e., enters an EULA) by installing, copying, downloading, or otherwise using the software products.

If the licensee does not agree to the EULA terms (i.e., does not enter into an EULA), the licensee may not install, copy, download or otherwise use the software products.

1. DEFINITION

1.1. Licensor means ________, a legal entity registered in accordance with the legislation of Ukraine, identification code_____, location at: ____________.

1.2. Licensee means an individual or legal entity that accesses and uses software products in accordance with the EULA.

1.3. An authorized user means a licensee or an employee of the licensee who works for the licensee and who accesses and uses software products in accordance with the EULA concluded by the licensee.

1.4. Software products mean software products, the owner of exclusive property rights to which is the licensor, and which are developed and distributed by the licensor personally or through authorized third parties, while software products are understood as software products of the Emonitor product line, which is created for the dispatching system, institutions, organizations.

1.5. Support of software products means advice provided to the licensee by the licensor or authorized third parties in response to the licensee's requests related to problems with the use of software products.

1.6. Updating software products means, among other things, but not exclusively updating versions of software products, taking into account errors detected during use, expanding the functionality of software products.

1.7. A fee is a fee paid by the licensee by the licensor or authorized third parties for obtaining the right to use software products.

1.8. License – permission to use software products issued by the licensor or authorized third parties to the licensee under the conditions specified in this EULA.
1.9. Government-license is a non-exclusive perpetual license, permission to use the Government-edition of software products for the duration of the licensor's copyright to the government-edition of software products without receiving a fee, provided that the licensee is:

1.9.1. State Enterprise (Institution, Organization);

1.9.2. Municipal Enterprise (Institution, Organization);

1.9.3. central state or local state authority.

1.10. Government-editorial is a software products of the licensor, indicated by letters of the Latin alphabet GOV.

1.11. Commercial-license is a non-exclusive perpetual license, permission to use Commercial-editions of software products during the term of validity of the licensor's copyright to Commercial-editions of software products for a fee determined by the licensor.

1.12. Commercial-editorial is a software products of the licensor, indicated by the letters of the Latin alphabet COM.

1.13. Subscription-license – a non-exclusive license for a period of 1 (one) year, permission to use software products for 1 year from the date of conclusion of the EULA by the parties for a fee determined by the licensor.

2. LICENSE GRANTING PROCEDURE AND TERMS

2.1. Procedure for granting and terms of the government license

2.1.1.Government – the license is issued only for the use of Government – the editorial board of software products.

2.1.2. Government – the license is issued only to legal entities of Ukraine that are under the current legislation of Ukraine either a State Enterprise (Institution, Organization) or a municipal Enterprise (Institution, Organization) or a central state or local authority.

2.1.3.the term of validity of the Government license is from the date of conclusion of the EULA by the parties during the term of validity of the licensor's copyright for software products.

2.1.4. territory of validity of the Government license-territory of Ukraine.

2.2. Procedure for granting and terms of a commercial license

2.2.1. Commercial-the license is issued only for the use of Commercial – the editorial board of software products.

2.2.2.the Commercial license is valid from the date of conclusion of the EULA by the parties during the term of validity of the licensor's copyright for software products.

2.2.3. the territory of the Commercial license is the territory of Ukraine.

2.2.4. the fee for obtaining a Commercial license by the licensee is set by the licensor or authorized third parties.

2.3. Procedure for granting and terms of the Annual Subscription license

2.3.1. Annual Subscription – the license is issued for the use of software products within the limits and under the conditions defined below.

2.3.2.the Annual Subscription license is valid from the date of conclusion of the EULA by the parties for 1 (one) year.

2.3.4. the territory of validity of the Annual Subscription license is the territory of Ukraine.

2.3.4.the fee for obtaining an Annual Subscription license by the licensee is set by the licensor or authorized third parties.

2.3.5. Annual Subscription-the license obliges the licensor to update the software products for which the Annual Subscription license has been issued.

2.3.6. Annual Subscription-the license obliges the licensor or authorized third parties to support software products for which the Annual Subscription license has been issued.

2.4. General license terms and conditions

2.4.1. the licensee has the right to:

2.4.1.1. allow authorized users to access software products installed on the licensee's server or on a server leased by the licensee, or on a leased cloud environment, from an unlimited number of computers.

2.4.1.2.make backup copies of software products.

2.4.2. the licensee is not entitled to:

2.4.2.1. sell, sublicense, redistribute (except for distribution to authorized users), reproduce, transmit, distribute, Translate software products;

2.4.2.2.decompile, disassemble, modify, adapt, create derivative works from any part of the software product or otherwise attempt to obtain it.

2.4.2.3. if the license is blocked on a specific server, the licensee must not install software products on another server.

3. Guarantees

3.1. Each party guarantees that it has the legal authority to conclude an EULA.

3.2. The licensor declares and guarantees to the licensee that the licensor is the owner of all intellectual property rights to the software products. The licensor guarantees that the software products do not violate any intellectual property rights. The licensor reserves the right to replace any infringing software products with equivalent non-infringing software products within 30 days of the date when the licensor became aware of such violations, in which case the licensor is not considered to have violated.

3.3. The licensor uses methods that meet the highest standards to ensure that the software products do not contain illegal code. For the purposes of this document, "illegal code" will mean any key, node, lock, data encryption device, Trojan horse or other similar means to enable self-help, restrict, disable program codes or other functions, regardless of whether implemented by electronic, mechanical or other means, restricting or may restrict the use or access to any part of any software product or data or information created or available through such software products.

4. OWNERSHIP AND PRESERVATION OF RIGHTS

4.1. The licensor reserves all rights not expressly granted to the licensee in this EULA.

4.2. Software products and all their copies are protected by copyright and other laws and intellectual property agreements.

4.3. The licensor has the right of ownership, copyright and other intellectual property rights to the software products.

4.4. Software products are licensed, not sold, and the licensee does not acquire any ownership rights to the software products.

4.5. From time to time, the licensee may decide to send comments, Information, questions, Data, ideas, process descriptions, or other information to the licensor ("feedback"). The licensor may, in connection with any of its products or services, freely use, copy, disclose, license, distribute and use any information received by the licensor as "feedback" in any way without any obligations, royalties or restrictions based on intellectual property rights or otherwise. No information received by the licensor as "feedback" will be considered confidential information of the licensee, and nothing in this EULA restricts the licensor's right to independently use, develop, evaluate or market products, including information received by the licensor as" feedback " or otherwise.

5. TERMINATION

5.1. This EULA between the licensor and the licensee is terminated in the following cases:

5.1.1. If the license has an expiration date - as of the expiration date.

5.1.2.The licensor may terminate this EULA if the licensee does not comply with the terms of this EULA.

5.1.3. Decommissioning of software products (including, but not limited to, the installation of a different version of software products) by the licensee will, as a result, terminate this EULA.

5.2. Immediately after the termination of the license granted in accordance with this EULA, the licensee must terminate access to the software products on its own at its own expense and ensure that all authorized users immediately stop any use of such software products, except for using the software products once only for exporting data collected by the software products.

6. COMPENSATION FOR DAMAGES

6.1. If the software products become the subject of a claim for infringement of the intellectual property rights of any third party, the licensor, at its own request and discretion, may: (I) acquire for the licensee the right to use the software products without any liability; (ii) replace or modify the software products so that it does not violate the right; or (iii) refund any license fees related to this software product paid by the licensee.

7. EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY

7.1.The licensor provides the software products as they are, except for cases expressly contained in the EULA.

7.2. In no event is the licensor liable for any special, incidental, indirect or consequential damages resulting from or in any way related to the use or inability to use the software products, the provision or failure to provide any services, information, software products and related content resulting from the use of the software products, or otherwise under the influence of or in connection with this EULA, even in the event of guilt, negligence, misrepresentation.

8. PRIVACY POLICY

8.1. Each party agrees that the computer code, drawings, know-how, business, technical and financial information disclosed to one party (the"receiving party") by the other party (the"disclosing party") is the property of the disclosing party (the"confidential information") provided that it has been identified as confidential at the time of disclosure. With the exception of the express indication in this document, the receiving party will not use or disclose any confidential information.

8.2. The host party's non-disclosure obligation does not apply to the information:

8.2.1. Which receiving party lawfully owned or was known to the receiving party prior to receiving from the disclosing party;

8.2.2. Which became public knowledge due to the fault of the receiving party;

8.2.3. Which is duly received by the receiving party from a third party, without violating any confidentiality obligations;

8.2.4.Which is independently developed by employees of the host party who did not have prior access to such information.

8.3.The receiving party may also disclose confidential information if required in accordance with the regulations, law or court order (but only to the minimum extent necessary to comply with these regulations or orders and notify the disclosing party in advance).

8.4.The licensor may collect various information related to the use of software products by the licensee through software products and additionally analyze it in order to improve the licensor's products and services. The collection, storage and analysis of such data is carried out in accordance with the Privacy Policy, published on the website and updated periodically.

9. MARKETING

9.1.The Licensee agrees that the licensor may refer to the licensee in the marketing materials and on the licensor's website.

9.2. The licensor's right as defined in clause 9.1 of this EULA may be revoked upon the licensee's written request made before the parties enter into this Agreement, or later, and in this case, the licensor may take up to 30 days to remove related marketing materials.

10. COMMUNICATION

10.1. By providing an email address and / or phone number for downloading and purchasing software products, the licensee agrees to receive electronic messages and / or phone calls, respectively, from the licensor to provide services and advice on the licensor's software products.

10.2.E-mail messages from the licensor may be important notifications about software products, newsletters, surveys, information about the services offered by the licensor, as well as responses to the licensee's requests.

10.3. Phone calls from the licensor are limited to important messages related to software products and licensing issues, such as evaluation, expiration or renewal of the license. In most cases, the licensor will first try to contact the licensee by email.

10.4.The licensee may refuse to receive e-mail or telephone messages at any time by notifying the licensor. It may take up to 30 days for the licensor to remove the licensee's contacts from their records and ensure that the Licensor does not initiate further communication.

11. MISCELLANEOUS

11.1. This EULA may not be changed by the licensee, except with the written consent of the licensor (the licensor may not give consent to change the EULA without any explanation).

12. CURRENT LEGISLATION

12.1. This EULA is governed by and interpreted in accordance with the current laws of Ukraine. any disputes concerning this EULA or software products are resolved in accordance with the current legislation of Ukraine in the competent courts of Ukraine.

13. AMENDMENTS

13.1.This EULA comes into force from the date of acceptance of its terms by the licensee in accordance with the procedure established by this EULA. This EULA may only be amended in writing with the signature of both parties, except in cases expressly defined by the EULA.

13.2. The licensor may update the EULA text from time to time without prior notice and publish it on the site

13.3. Each published edition of the EULA has a clear version and publication number.

13.4. Regardless of such updates, the latest version of EULA at the time when the licensee joined EULA remains valid until its termination.

13.5. If any provision of the EULA is recognized by the court as invalid, unenforceable or illegal, the other provisions continue to apply in full force and effect.

14. FEEDBACK