License Public Agreement

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LICENSE PUBLIC AGREEMENT

for the right to use Software product

This public license agreement (hereinafter referred to as the “Agreement”) determines the conditions for granting “ENERGO UA” LLC (hereinafter referred to as the “Licensor”) to the Licensee (the person accepting the terms of this Agreement in accordance with the rules specified therein), which is not exclusive and not subject to assignment, for the use of Software product, in particular:

informational and analytical system of investigation and processing of information in the sphere of the renewable energy market in Ukraine of the service "ENERGO.UA" (https://www.energo.ua/ ) (hereinafter - "ENERGO.UA"), as well as other objects of copyright of the Licensor (hereinafter - "Software product" or “Software”).

The Parties to this Agreement are the "Licensor" and the "Licensee", collectively referred to as the "Parties" and separately as the "Party".

1. General provisions

1.1. The rights to use the Software are transferred on the terms of separate permits (licenses) issued by the Licensor to the Licensee on the terms of the tariff selected by the Licensee (hereinafter - the "Tariff") types of which are defined in the Annex No. 1

1.2. By accepting this Agreement, the Licensee confirms the full and unconditional consent with all its terms (acceptance), which certifies the fact of concluding the Agreement between the Parties. Licensee confirms its consent to exercise in good faith the rights it obtains in connection with obtaining a license to use the Software in accordance with the Rules for the use of the Software Products, defined in Annex No. 2 hereto (hereinafter - the "Rules for the Use of the Software Products"), and undertakes to strictly comply with the obligations under this Agreement and to comply with its prohibitions and restrictions.

1.3. The license to use the relevant Software is a written authorization that gives the Licensee the right to use the relevant Software as a reference resource for information and analytical support of its activities in accordance with the terms of this Agreement and the terms of such license (hereinafter - the "License").

1.4. The Extended License Terms for the use of the Software License for the use of the Software. Extended License Terms may include certain additions and/or extensions to the functionality of the Software, etc. Comparing with the terms of the License it. The extended License terms for the use of the Software product are valid within the term of the relevant license for the use of the Software product (and expire simultaneously with it).

1.5. The user of the ENERGO.UA System is any person, including the Licensee, who uses the ENERGO.UA System personally.

2. Rights and obligations of the Parties. Restrictions on the use of Software product

2.1. During the term of validity of the right to use the Software product, the Licensee has the following rights:

i. to access the Software product in the manner provided by the issued license and / or extended license terms of use of the Software product;

ii. to receive with the assistanceof Software product information (including - summary) and relevant analytical data, as well as use them to ensure their activities;

iii. to form and / or distribute in the section of the ENERGO.UA System, intended for distribution of information by users of the ENERGO.UA System, information that reflects his own opinions, beliefs, judgments, assessment of certain circumstances, etc.;

iv. to include information of the Software product as an integral part of any collections, databases, anthologies, encyclopedias, etc.;

v. to notify the Licensor of the disadvantages and require the proper functioning of the Software product; and

vi. to send inquiries to Users of the ENERGO.UA system, including all other legal entities represented in the ENERGO.UA System using the functionality of the ENERGO.UA Software Product System.

2.2. Licensee must:

i. comply with the terms of this Agreement and comply with the prohibitions and restrictions provided by it, comply with the license terms, extended license terms and Terms of Use;

ii. when forming and/or distributing information in the section of the ENERGO.UA System, intended for distribution of information by users of the ENERGO.UA System, to comply with the requirements of the legislation and generally accepted ethical norms;

iii. provide valid, accurate and complete information about himself and other information necessary to fulfill the terms of this Agreement;

iv. ensure the safety of information required for authorization in the Software (logins, access passwords, etc.);

v. immediately notify the Licensor of any violations of its rights to the Software by the third parties (if the Licensee is aware of such violations), as well as assist the Licensor in promptly terminating such violations and recording evidence of their existence.

2.3. Licensee is prohibited :

i. to decompile the databases available in the Software to transfer information to other information retrieval systems, move, modify, connect, copy, broadcast, reproduce, port or otherwise route or use the Software, or any part thereof with any hardware, network, or software that Licensor, in its sole discretion, has determined to interact with the Software product. Unauthorized access or use is illegal, and Licensor and its suppliers have the rights granted by law to prevent such access and use and to cover damages. Licensee agrees to immediately notify Licensor in writing when it becomes aware of unauthorized access or use. Licensee may not use, recompile, decompile, disassemble, reverse engineer, or create or distribute other forms or derivatives of the Software. Licensee may use the Services only for internal commercial purposes and may not use the Software for development purposes in general or for the development of programs or software or in any other way that may interact with the Software or any part thereof, except as provided when Licensor expressly provides permit for such actions of Licensee through a separate development license;

ii. use in its own information products images of the interface of the Software product without the permission of the Licensor;

iii. provide access of any third parties (except for employees who have been granted personal access to the use of the Software product) to the Software product;

iv. to place analytical data of the ENERGO.UA System as a part of any other information retrieval systems, computer programs, electronic and / or printed publications, as well as to carry out any paid distribution to third parties (including through the Internet network);

v. to form and / or distribute in the section of the ENERGO.UA system, intended for dissemination of information by users of the ENERGO.UA system, false information, as well as information that contains obscene, rude or offensive expressions;

vi. interfere with the operation of the Software and try to access it using methods that do not meet the search forms defined in it to obtain information (software web interface etc.), including through other software;

vii. issue permits (licenses, sublicenses) to any third parties for the right to use the Software product; and

viii. use the Software product contrary to the Rules of Use, as well as for purposes contrary to the laws of Ukraine.

2.4. Licensor has the right to:

i. in compliance with the legislation of Ukraine, control the scope and procedure of use of the Software by the Licensee and require the Licensee to terminate any use of the Software that contradicts the current legislation of Ukraine, this Agreement;

ii. suspend the Licensee's access to the Software product for technical reasons (interruptions in the work of official registers, etc.);

iii. terminate the issued license and / or extended license terms of use of the Software product in case of violation by Licensee of the prohibitions provided by this Agreement, as well as in case of violation of terms and/or terms of payment of license fee provided by the relevant Tariff;

iv. moderate and / or delete information generated and / or disseminated by the Licensee in the section of the ENERGO.UA System intended for dissemination of information by users of the ENERGO.UA System, if the formation and distribution of such information contradicts the provisions of this Agreement, Terms of Use and/or applicable law. The Licensor does not control or direct the actions of users in the formation of information that is distributed by them in the System "ENERGO.UA". The formation of the content and distribution of this information is carried out by users of the System "ENERGO.UA" exclusively at their own discretion; and

v. require the Licensee to confirm the accuracy of the data that the Licensee distributes in the System "ENERGO.UA".

2.5. Licensor is obliged:

i. comply with the terms of this Agreement (except for non-performance of obligations due to the event or force majeure);

ii. to carry out informatization service of the Software product, to provide its proper functioning;

iii. within a reasonable period (and if possible - in advance), which may not exceed three working days from the moment when the Licensor learned of the occurrence of relevant circumstances, notify the Licensee of cases of lack of access to the Software, reasons for lack of such access and/or terms.

2.6. Either Party may distribute in any way (including, but not limited to, in advertising subject to the Licensor’s approval) information about cooperation with the other Party under this Agreement, subject to any restrictions on confidentiality.

3. Terms of use

3.1. The procedure and conditions of access and use of the respective Software product are determined by this Agreement, separate licenses for the use of the Software product, Extended License Conditions and Terms of Use.

4. License fee

4.1. For granting the rights provided by this Agreement, in particular for obtaining licenses for the use of the Software productand Extended License Conditions of its use, the Licensee pays the Licensor a fee (hereinafter - the "License Fee") under the terms of the selected Tariff.

4.2. Invoices for Services under the Agreement are issued in hryvnias (UAH) or in UAH equivalent to the official euro (EUR) exchange rate set by the NBU at the time of invoicing. The Licensee pays the License Fee by non-cash transfer of funds to the Licensor's bank account (one-time payment of the entire amount for certain Software product). Payment is made within 5 (five) business days from the date of invoicing. The date of payment is the date of debiting funds from the Licensee's bank account. The costs for the transfer of funds are borne by the Licensee.

4.3. Remuneration for Services is adjusted by increasing / decreasing in proportion to the change in the official exchange rate of hryvnia against the Euro, which is set by the National Bank of Ukraine, for the period from the date of the Agreement to the date of the Licensing invoice.

4.4. In case of depreciation of the hryvnia against the Euro for the period between the date of invoicing and the date of receipt of payment by the Licensor, the Licensor will issue additional invoices to compensate for the exchange rate difference. The Licensee undertakes to pay such invoices within two days from the date of issue. The amount of the License Fee transferred in this way is recognized as agreed by the Parties and no separate written consent is required.

4.5. Obtaining a license (licenses) for the use of the Software, extended license terms for the use of the Software and their payment may be confirmed by the relevant acts of delivery-acceptance, including in the form of electronic documents, using the software M.E.Doc (My Electronic Document), the specialized software for reporting to regulatory authorities and the exchange of legally significant primary documents between the Parties.

5. Confidentiality

5.1. The Parties undertake to maintain the confidentiality of all technical, commercial and other information received by this Agreement from one Party to the other and to take reasonable steps to prevent the unauthorized use or disclosure of such information to third parties, subject to the limitations set forth in paragraph 2.6. of the Agreement.

5.2. Licensee shall not distribute data obtained through Licensor's Software or Licensor's affiliates in print, electronic, or other medium without Licensor's prior consent. Notwithstanding the above, if Licensee contributes or provides information to Licensor or its affiliates (as defined below) or on any products and services provided by Licensor or its affiliates, Licensee hereby grants Licensor and its affiliates and Licensee hereby accepts, a nonexclusive, worldwide license, for Licensor and its affiliates to use such information by providing the Software to other users of ENERGO.UA. The term "Affiliates" shall mean those companies controlling, controlled by or under common control with Licensor.

5.3. The Parties are not liable for breach of confidentiality, which occurred as a result of an accident, force majeure, illegal actions of third parties, as well as as a result of breach of confidentiality at the request of public authorities under applicable law.

5.4. The Parties agree that the Software product are solely and exclusively for the use of Licensee and shall not be used for any illegal purpose or any manner inconsistent with the provisions of this Agreement. Licensee acknowledges that the Software product were developed, compiled, prepared, revised, selected and arranged by Licensor (including well-known sources) through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort and money, and constitute valuable industrial and intellectual property, the rights to which are registered in accordance with applicable law, and a trade secret of Licensor.

5.5. Licensee agrees to protect the property rights of Licensor and all others having rights in the Software product during and after the Term hereof.

5.6. Licensee acknowledges and agrees that it has no ownership rights in and to the Software product and that no such rights are granted under this Agreement. Licensee shall honor and comply with all written requests made by Licensor or its suppliers to protect their and others’ contractual, statutory and common low rights in the Software Products with the same degree of care used to protect its own proprietary rights, which in no event shall be less than reasonable effort. Licensee agrees to notify Licensor promptly upon becoming aware of any unauthorized access or use by any party or of claim that the Software infringe upon any copyright, trademark, or other contractual, statutory or common law rights.

6. Responsibility

6.1. The Parties shall be liable for violation, non-performance and/or improper performance of this Agreement, the Terms of Iissued Licenses, Extended License Terms, as well as the Terms of Use in accordance with current legislation of Ukraine and the terms of this Agreement.

6.2. The Parties shall not be liable for violation, non-performance and / or improper performance of this Agreement, which occurred as a result of the event or action of force majeure, illegal actions of third parties.

6.3. In case of violation of the prohibitions provided by this Agreement, the Licensee shall pay to the Licensor a penalty in the amount of twice the license fee paid during the term of the relevant license for the use of the relevant Software product. Payment of the penalty does not release the Licensee from the obligation to compensate the Licensor for the damage caused to the Licensor in connection with the violation of these prohibitions by the Licensee.

6.4. In case of technical impossibility of access and / or complete impossibility of Licensee to receive information and analytical data using the Software in accordance with the terms of the license and / or extended license terms of use of the Software due to the Licensor, provided that the Licensee immediately notifies the official e-mail address of the Licensor info@energo.ua, based on the reasonable request of the Licensee, the Licensor is obliged to extend the license to use the Software for a period corresponding to the period of validity of these circumstances from the official notification of the Licensor to the Licensor.

6.5. Licensor is not responsible for:

i. accuracy, completeness and correctness of the information received by the Licensee when using the Software product as a result of inaccurate, incomplete or incorrect requests;

ii. the actual completeness and reliability of any information (including aggregate) obtained from official sources of public information in the form of open data, as well as analytical data based on such information contained in the Software;

iii. the content and consequences of dissemination and / or use of information by the Licensee in the section of the ENERGO.UA System, intended for dissemination of information by users of the ENERGO.UA System, including for making managerial, legal, financial, organizational and any other decisions, actions (or inactions);

iv. the consequences of using analytical data contained in the Software product to make managerial, financial, organizational and any other decisions, actions (or inaction);

v. direct or indirect damages, lost profits or non-pecuniary damage caused to the Licensee related to the use or complication / inability to use the Software product, which arose due to circumstances beyond the control of the Licensor;

vi. termination of the issued license and / or extended license terms of use of the Software in case of violation by Licensee of the prohibitions provided by this Agreement, as well as in case of violation of terms and / or terms of payment of license fee provided by the relevant Tariff. In this case, the amount of license fee paid to the Licensor is not refunded and any means of liability in connection with such termination are not applied to the Licensor.

6.6. Licensor's liability to Licensee under this Agreement, including damages, is limited to the amount of license fee received by Licensee during the last year (last 365 days preceding the circumstances referred to by Licensee as the basis of its claims).

6.7. Liability not regulated by this Agreement is governed by the current legislation of Ukraine.

7. Validity of the license. Miscellaneous

7.1. The term of the license for the use of the Software, as well as the beginning of its course, the term of payment of the license fee are determined by the terms of the relevant Tariff, but may not be less than 1 (one) year from the first use of the Software (hereinafter - "Term"), if Agreement will not be terminated prematurely or extended.

7.2. The Licensee's ability to use the Software expires at the same time as the license to use it expires.

7.2.1 The contract may be terminated early under the following conditions:

i. Licensee at any time subject to written notice sent to the Licensor at least 60 calendar days before termination, and in case of payment of the License fee under the terms of the selected Tariff;

ii. Licensor at any time subject to written notice to Licensee at least 10 calendar days prior to termination if Licensee has breached any provision of this Agreement.

7.2.2 The Agreement may be automatically renewed for another year if the Licensor and the Licensee do not refuse the extension by sending a written notice to the other party at least 60 calendar days before such refusal. If this Agreement is extended in this way for any additional period after the initial Term, the License fee payable in accordance with Art. 4 of this Agreement in such additional period, are calculated at the rates offered by the Licensor at that time, and the Terms of Use are amended accordingly.

7.3. Acceptance of the terms of this Agreement without payment of a license fee gives the Licensee the right to access the Software product in accordance with the Tariff determined by the Licensor. The type of Software product and its available functionality during this period are determined by the Licensor's policy.

7.4. The Parties agree that the Licensor may transfer its rights and obligations under this Agreement to another person without the need to obtain the consent and / or notification of the Licensee.

7.5. In the event that the Parties enter into a license agreement for the right to use the Software in writing, the terms of use of the Software are determined by the agreement concluded in writing.

7.6. Throughout the term of the license for the right to use the Software, the Licensor reserves the right to use the Software in any way, as well as the right to allow or prohibit its use by others in any way that belongs to the powers of the subject of intellectual property rights. to Article 15 of the Law of Ukraine "On Copyright and Related Rights".

7.7. Issuance (and extension) of licenses, extended licensing conditions for the use of Software product as Software product, in accordance with paragraph 26¹ of subsection 2 of section XX "Transitional Provisions" of the Tax Code of Ukraine, are transactions that are exempt from VAT.

7.8. In the event that tax legislation is amended, rates and types of tax shall apply in accordance with those amendments.

7.9. All disputes arising between the Parties shall be settled by negotiation. In case of disagreement, the dispute is resolved in accordance with current legislation of Ukraine.

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