END-USER LICENSE AGREEMENT for “Addrelity” software usage — Addreality

END-USER LICENSE AGREEMENT for “Addrelity” software usage

1. Terms and definitions

1.1. In this Agreement, the following terms and definitions are used equally in singular and plural in the following definitions, unless otherwise follows from the context of the relevant provisions:

a. Contract

The Contract means the license (sublicense) contract, concluded between the Client and the Right-holder, or person acting under deals (agreements, contracts) with the Right-holder, or persons acting in his interests, whereby the Client is entitled to use the copy (copies) of the Software. This Agreement is an integral part of the Contract and constitutes with it a single whole;

b. Personal area

The Personal area means (a) the section of the Site available to the Client (in case of the acquisition of Software on SaaS model) or (b) the section of the internal portal of the Client (in case of the acquisition of Software on-Premises) placed on the resources of the Client. The Personal area is managed by the computer program “Addreality Manager” available to the Client by entering the Client’s registration data (user name/ password);

c. Client

The Client means a legal or natural person who has entered into the Contract for purposes of getting a copy (copies) of the Software and its using on the terms of this Agreement;

d. Right-holder

The Right-holder means limited liability company “Addreality” (OGRN 1137847149626);

e. Software

The Software means the complex software “Addreality” (computer program “Addreality Platform”), consisting of three computer program the “Addreality Player”, the “Addreality Designer” and the “Addreality Manager”. Where “Addreality” is a management program for all computer programs mentioned above and can run one or more “Addreality Player” instances. All exclusive rights for the Software are belong to the Right-holder according the law and (or) the related deals (agreements, contracts);

f. Site

The Site means the website in the Internet, located at addreality.com, all rights for its administration are hold by the Right-holder.

g. Agreement

The Agreement means this End-User License Agreement for Software usage, which defines the order of using of the Software, included as a component (shrinkwrap license), on a simple (nonexclusive) license basis, accepted by the Client upon installing and (or) starting of Software usage;

h. Territory

The Territory means the territory within the administrative border of the Russian Federation, unless otherwise provided by the Contract;

i. Device

The Device means an owned or legally held and (or) used technical device (a personal computer, a terminal, etc.) by which the work and execution of functions, and (or) presentation of the results of the Software are performed.

2. Subject of thr agreement

2.1. This Agreement shall define the order of using of the Software by the Client, ways of using, Territory and term of its using.

2.2. The using of Software is governed by this Agreement and the Privacy policy as well, provided by the Rightholder at the following site: https://addreality.com/ru/eula/Addreality-EULA.pdf

2.3. The right to use the Software shall be granted to the Client under terms of this Agreement and the Contract under simple (non-exclusive) license. The Right-holder shall have the right to conclude any other agreements similar to this one with any third person regarding to the Software.

2.4. The Client or persons acting in his interests or upon charge shall examine this Agreement prior to its acceptance and then accept it while downloading of the distribution of the Software and (or) while installing of the Software on the Device. In case of disagreement with the terms of this Agreement, the Client shall immediately stop using the Software and delete all copies of the Software (as well as its distributions) from the Devices.

2.5. This Agreement allows the use of the Software by a person acting in interests of the Client or upon his charge within the purchased number of licenses. Despite the fact that this person is engaged in the use of the Software in interests of the Client or upon his charge, the Client shall be responsible for any violation of the terms of use of the Software defined by this Agreement and the Contract, committed both by the Client and (or) by such engaged person as well (hereinafter referred to in the Agreement, violations committed by such engaged person are equal to the actions of the Client).

2.6. The Right-holder is holder of any and all exclusive and other related rights to the Software. The Client may use the Software only in the manner prescribed in the article 3 of this Agreement. The rights to use the Software which are not directly set forth in the article 3 of this Agreement shall be considered as not granted to the Client.

3. Ways of using and restrictions of using of the software. Term of using of thr software.

Since the Contract does not prescribe otherwise, the Client shall have the right to use the Software in the following ways:

3.1.1. Regarding to the program “Addreality Designer”:

  1. to install this software on the Client’s Device;
  2. to create and edit (visually) user scenarios, to determine interaction between the Devices which are performing such scenarios by means of the “Addreality Player”;
  3. to manage of user’s projects;
  4. to pack user’s scenarios into a single file, to create scenarios for the purposes of determining of interaction between such users’ scenarios and external database;
  5. to add, edit and delete of the Client’s Devices, which are performing scenarios by means of the “Addreality Player”;
  6. to monitor and analyze of the connections’ states to the Client’s Devices, which are performing scenarios by means of the “Addreality Player”;
  7. to create schedules of execution and performing of users’ scenarios on the Client’s Devices, which are performing by means of the “Addreality Player”;
  8. to add and delete of the controllers, devices, which are used by the “Addreality Player” while performing of the user scenarios, for cooperation with the third parties.

3.1.2. Regarding to the program “Addreality Manager”:

  1. to reproduce this software on the Client’s Device via browser in the Personal area;
  2. to create, edit and delete user’s content used by “Addreality Player”;
  3. to manage of user’s projects;
  4. to add, edit and delete of the Client’s Devices, which are performing scenarios by means of the “Addreality Player”;
  5. to monitor and analyze of the connections’ states to the Client’s Devices, which are performing scenarios by means of the “Addreality Player”;
  6. to create schedules of execution and performing of users’ scenarios on the Client’s Devices, which are performing by means of the “Addreality Player”.

3.1.3. Regarding to the “Addreality Player”:

  1. to install this software on the Client’s Device;
  2. to execute user’s scenarios which were created by “Addreality Designer” and (or) “Addreality Manager”;
  3. to interact with controllers and devices which using is prescribed by user’s scenarios created by means of the “Addreality Designer” and (or) “Addreality Manager”

3.2.Without prior written acceptance from the Right-holder the Client may not use the Software in other ways that are not listed in this article, namely: the Client may not to reproduce, copy, process and in other ways use the Software (or any its elements) in commercial or non-commercial purposes. The Client is not entitled to decompile and (or) disassemble the Software, as well as not entitled to carry out the adaptation of the Software for the purposes of its duly performance on the Device, as well as not entitled to entrust the implementation of such actions to any third persons. Likewise, the Client has no right to transfer distribution of the Software or the Software itself to any third persons, as well as not entitled to burden the Software with any rights of any third parties in any other ways, including providing access to the Software to such party except where otherwise provided by paragraph 2.4. of the Agreement.

3.3. The Client shall have the right to use the Software only within the Territory. Using of the Software outside the Territory is prohibited.
3.4. Number of copies (installations) of the Software is defined by the Contract. The Client shall have no right to use more copies (installations) of the Software rather than it is prescribed in the Contract.
3.5. Maximum number of supported management connections between “Addreality” and “Addreality Player” is defined by the Contract. The Client shall have no right to create and (or) use more management connections between mentioned parts of the Software, rather than it is prescribed in the Contract.
3.6. The Client may use the Software only during the term, defined in the Contract. The Client may not to use the Software after ending of that term.

3.7. The Client shall be entitled during the term determined in the paragraph 3.6 of this Agreement to use, including to reproduce, store, modify, create, edit and run by means of the Software only licensed content (include, but not be limited to photos, text, any images, videos and audio recordings) for which the Client has all appropriate exclusive rights. In case of receiving claims (actions etc.) from any third party regarding the breaching of such third party exclusive rights as a result of the Client’s use of unlicensed content by means of the Software, the Right-holder shall has the right to terminate the Client’s access to the Software on SaaS model at any time and (or) to unilaterally terminate this Agreement and the Contract. The Client shall compensate to the Right-holder all losses and damages (including loss of profits) that the Right-holder has incurred due to breaching of the terms of this paragraph by the Client. All received under this Agreement and (or) the Contract money fund are nonrefundable and shall rely as the penalty for breaching of this Agreement by the Client. The Right-holder under no circumstances shall be responsible for any breach by the Client of any rights of third parties when using the Software.

By uploading, reproducing or otherwise using of any content (include, but not be limited to photos, text, any images, videos and audio recordings) via the Software the Client confirms that it has all the required legal capacity to perform such actions, including the right to publicize and that such using does not and will not violate the rights or legitimate interests of the copyright holders and third parties. The use of nor licensed content via the Software shall be deemed a violation of this Agreement.

3.8. The Client shall be obligated not use the Software to exercise propaganda or outreach, inciting social, racial, national, or religious hatred and enmity, saber rattling or social, racial, national, religious, or linguistic superiority, disseminate other information, prohibited from proliferation by the applicable legislation.
3.9. The Client shall not reproduce or otherwise use via the Software any restricted information (confidential information) of the third party unless the Client has sufficient authority for the information disclosure.
3.10. The Client shall not reproduce or otherwise use via the Software any content (include, but not be limited to photos, text, any images, videos and audio recordings) containing any materials that are offensive to any person, or may defame any person as well as materials that may contain threats, or incite violence, criminal violations, antisocial or immoral actions, materials of pornographic nature, or any other acts contradicting principles of public order and morals, materials of pornographic nature or any other materials which causes or may cause damage to the honor, dignity, and business reputation of a person or business reputation of an organization.
3.11. If the Client purchases the Software under the SaaS model license (Software as a Service), the server part of the Software is placed on the infrastructure of the Right-holder or of the other person at the Rightholder's choice in a place determined by its independently and the Client shall not be entitled to require the installation of the Software on its own infrastructure, except for the case of installing the Software on the Client's Devices in accordance with paragraph 3.1. Agreements. If the Client purchases the Software under On-Premises model license the Software hosted entirely on the infrastructure of the Client in the place determined in the Contract, and the Client shall be solely responsible for the operation and performance of the Software installed on its own infrastructure.

4. Parties` liability. Limitation of liability

4.1. The Client acknowledges and agrees that no software, including the Software, is not free from software bugs, instability in work, it can interact in different ways with different operating systems, software, programs and (or) their components, hardware etc. The Right-holder shall be released from any kind of liability for any damages or losses caused by the above circumstances and does not accept or pay for any claims from the Client, its affiliates, contractors, business partners or any other persons regarding hereof.
4.2. Under no circumstances the Software may be used in conjunction with other computer programs designed for non-commercial or personal use. The Client acknowledges and agrees that the Software when used in accordance with its functional purpose within the limits of the applicable law may interfere in the processes and (or) functionality (including in part of its limitations) of other computer programs installed on the Client's Devices, including suspending the receipt and (or) installation of these computer Programs updates (additions) on the Internet. Any losses and demages of the Client arising as a result of the terms of this paragraph shall not be subject to compensation by the Right-holder.
4.3. The Right-holder guarantees proper efficiency of the Software as well as guarantee its normal interaction with the Devices only when it is used in accordance with the specifications and conditions recommended and provided by the Right-holder. Mentioned technical specifications are available in the Private area (on the Site).
4.4. The Client acknowledges and agrees that the Software is provided on an “as is” basis and the Right-holder is not obligated to provide to the Client any bug fixes, patches or new versions (builds) of the Software. Technical support and other support for the Software may be provided only by the Right-holder and (or) by the person, directly entitled by the Right-holder.
4.5. The Right-holder’s liability under this Agreement shall be under any circumstances and in any case limited to actual (real) damages and cannot exceed the amount of money fund actually paid by the Client under the Contract at the moment of arising of the right to claim from the Right-holder.

5. Applicable law and settlement of disputes

5.1. Law of the Russian Federation shall apply to interpretation, rights and duties of the Parties, fulfillment, consequences of failure to fulfill or improper fulfillment, termination and consequences of invalidity of this Agreement.
5.2. Legal capacity of the Parties, as well as legal capacity and competency of the Parties' representatives shall be determined according to the provisions of their national law determined on personal law of the Parties, representatives of the Parties.
5.3. The Parties have specially agreed that all disputes and differences, which may arise from this Agreement, shall be settled by the Parties only in a claim order. None of the Parties shall have the right to refer any such dispute and (or) difference to court without observance of such claim order.
5.4. If any Party consider that its rights have been breached, it must send to the other Party the claim, with substantiation of its position and with attachment of duly certified documents being the grounds for such position and unavailable for the other Party, by item of mail, courier service (UPS, TNT, DHL, etc.) or personally. If there is no reply from the other Party within thirty (30) days upon receipt of a claim by it or in case of refusal to satisfy a claim, a Party which considers its rights broken shall has the right to refer to court according to paragraph 5.5 of this Agreement.
5.5. If it is impossible to achieve an agreement between the Parties according to paragraph 5.4 of this Agreement, all disputes, differences or claims which may arise from or in connection with this Agreement, including those concerning fulfillment, breach, terminations or invalidity thereof, shall be settled by the Arbitration Court of Saint Petersburg and Leningradskaya Oblast according to procedural law of the Russian Federation.
5.6. In no circumstances, the UN Convention on the International Sale of Goods of 1980 (CISG), Principles of international commercial agreements (Principles of UNIDROIT), European principles of contractual law and other international codifications, codes, provisions and other acts of recommendation, irrespective of the source of origin thereof (national or international), shall apply to this Agreement. In case of application of trading customs of universal and (or) regional character, as well as in case of application of national customs (trading customs) to this Agreement, the duty to prove their existence and wide application in a corresponding field of activity shall be imposed on a Party which insists on their application. Reference of a Party to an international intergovernmental or nongovernmental organization, a national nongovernmental organization, a national governmental organization, or a national public authority for confirmation of such trading custom shall not be considered by Parties as releasing from the said burden of proving the fact of existence and wide application of such trading custom in a corresponding field of activity.

6. Final provisions

6.1. Hereby the Client acknowledges and guarantees to the Right-holder that he (she) is not a “consumer” in sense attributed to that term by the Law of Russian Federation № 2300-1 dated February 07, 1992 “On consumers’ rights protection”.
6.2. This Agreement shall enter into force from the moment of its acceptance by the Client under terms provided herein and shall be legally binding and valid (i) until the moment of the Software was deleted from the Device (Devices) in case of the acquisition of Software on SaaS model or (ii) in case of the acquisition of Software onPremises until the moment of the Software was deleted from the Device (Devices) and infrastructure of the Client or (iii) until the moment of termination of the Contract.

6.3. The Right-holder may at any time in its sole discretion to make any changes (amendments) to this Agreement, bringing such changes (amendments) to the Client by extension of this Agreement, included in the Software, and (or) by posting such changes (amendments) in the Personal area (on the Site at https://addreality.com/en/eula/Addreality-EULA.pdf). In case when the Client continued use the Software after any changes (amendments) of this Agreement, that rely by the Parties as full and unconditional acceptance of such changes (amendments) by the Client. In case of disagrees with such changes (amendments) the Client shall immediately delete the Software from the Devices and stop using the Software ever after. All received under the Agreement and (or) the Contract money fund are non-refundable.

6.4. The Right-holder may unilaterally withdraw from this Agreement at any time by notifying the Client in case of breaching by him of this Agreement and other mandatory rules posted in the Personal area or on the Site.
6.5. Since this Agreement does not prescribe otherwise, other rules published in the Personal area (on the Site) shall also apply to the Parties’ relationships. The Client’s agreement with the terms of this Agreement shall mean its full and informed consent (acceptance) to the application of these rules.
6.6. For everything not provided in this Agreement, the Contract, as well as by other mandatory rules referred to in the paragraph 6.5 of this Agreement, the Parties shall be guided by the provisions of the applicable law.
6.7. This Agreement is made in English and Russian languages. In case of any discrepancy between the texts of this Agreement, the Russian text shall prevail.