Ekaterinburg
January 12, 2026

This License Agreement constitutes an offer of SKB Kontur production JSC (Taxpayer Identification Number (INN) 6663003127, Primary State Registration Number (OGRN) 1026605606620), having its registered address at 19a Narodnoy Voli St., Ekaterinburg, hereinafter referred to as the Licensor, to a legal entity or an individual (including an individual registered as an individual entrepreneur), hereinafter referred to as the Licensee. This License Agreement shall be deemed concluded upon its acceptance by the Licensee. For the purposes of this License Agreement, acceptance means the Licensee’s commencement of use of Kontur.Talk, payment of the fee for use of Kontur.Talk, or activation of the code, whichever occurs first.


1. Terms and Definitions

1.1. Kontur.Talk means an intellectual property asset, namely the Kontur.Talk computer program (including integration and other modules provided for in the Price List and enabling the Licensee to use additional Kontur.Talk functionality) (the Product), intended for conducting video conferences in a virtual room.

1.2. Tariff Plan means the combination of non-exclusive rights to use the Product granted by the Licensor and the services provided by the Licensor. The scope of each Tariff Plan is subject to the Price List.

1.3. Price List means a document (an integral part of this License Agreement) reflecting the Licensor’s pricing policy and the scope of the Tariff Plans. The current version of the Price List shall be provided by the Licensor upon the Licensee’s request.

1.4. “Server” Tariff Plans means the group of Product Tariff Plans under which the Product is installed on the Licensee’s equipment and is operated autonomously within the Licensee’s closed corporate network.

1.5. Workspace means the environment within the Product available to the Licensee after registration at https://app.ktalk.ru and https://app.now-we-talk.com, allowing the Licensee to create an unlimited number of virtual rooms (unless otherwise provided in the Licensor’s Price List) for holding video conferences. The name of the Product Workspace is unique. If the right holder or any licensee of a trade name, trademark or other protected designation (the Designation) applies to the Licensor requesting removal of obstacles to the use of the Designation as the name of a Workspace, the Licensor shall be entitled, without prior notice to the Licensee, to release such name from use of the Designation in whole or in the part using the Designation.

1.6. User means an individual using the Product.

1.6.1. Internal User means a User authorised in the Product and having rights to create virtual rooms, record video conferences, stream a video conference to streaming services, and connect up External Users.

1.6.2. External User means an unauthorised User who has logged on to the Product via a link received from an Internal User.

1.6.3. Workspace Owner means the Licensee that has created a Workspace at https://app.ktalk.ru and https://app.now-we-talk.com and grants rights to Internal Users.

1.7. SSO (Single Sign-On) means a technology that enables setting up a single authentication between the Product and the Licensee’s information system.

1.8. Meeting Information means electronic user data (application used, User country based on network address, network address, information on proxy server use, etc.), as well as chat content and video meeting content.

1.9. Service Center means a legal entity or an individual entrepreneur authorised by the Licensor under an agency agreement to represent the Licensor’s interests in the relationship with the Licensee. The list of Service Centers is published at https://kontur.ru/contacts/all.


2. Subject Matter of the License Agreement

2.1. The Licensor undertakes to grant the Licensee a simple (non-exclusive) license to use the Product and to provide support services (technical support in the form of subscription-based servicing) within the limits provided for by this License Agreement. The Licensee undertakes to accept and pay for the granted non-exclusive proprietary rights and the services rendered in accordance with the procedure established by the License Agreement.

2.2. Where necessary, other services and works provided for in the Licensor’s Price List may be rendered/performed to the Licensee for a consideration.

2.3. The right to use the Product is granted to the Licensee without the right to sublicense.


3. Procedure for Performance by the Licensor

3.1. The right to use the Product shall be transferred within five (5) calendar days from the date of receipt of 100 per cent payment of the invoice, as follows:

3.1.1. for the Licensee’s operation in the Product web interface, the Licensor shall provide access to the server or send an activation code to the Licensee’s email address. The necessary condition for access to be granted is the Licensee’s registration of a Workspace at https://app.ktalk.ru and https://app.now-we-talk.com;

3.1.2. for operation in the Product under the “Server” Tariff Plan, the Licensor shall send the license key required to launch and use the Product on the Licensee’s equipment to the Licensee’s email address. In order to launch the Product on such equipment, the Licensee shall download software components (the Distribution Kit) from the Licensor’s website at https://ktalk.ru/ and https://app.now-we-talk.com. Thereafter, the Licensee shall independently monitor the publication of new versions of the Distribution Kit and timely install new versions from the Licensor’s website in order to ensure proper operation of the Product on the equipment. New versions of the Distribution Kit are available to the Licensee for download and installation:

• for time-limited licenses, during the validity period of the paid Product license;
• for licenses granted for the entire term of the Licensor’s exclusive rights, during twelve (12) months from the date of payment, and after expiry of such period, during the validity period of the paid license for the update package.

4. Scope of Rights Granted, Methods and Conditions of Use. Warranties. Restrictions

4.1. The Licensee is granted the right to use the Product worldwide.

4.2. The scope of the right to use the Product granted to the Licensee depends on the Tariff Plan paid for by the Licensee.

4.3. The Licensee may use the Product for its intended purpose in the following ways:

4.3.1. Around-the-clock access to the Licensor’s server, except for the periods during which the Product may be unavailable;

4.3.2. reproduction of the graphical component (user interface) on the screen of a personal computer;

4.3.3. under “Server” Tariff Plans, installation, storage, launch and operation in computer memory.

4.4. The necessary conditions for the Product use are:

4.4.1. the User’s connection to the Internet (for “Server” Tariff Plans, the Licensee’s server has to be connected to the Internet at the moment the activation code is entered);

4.4.2. availability of a workstation meeting the technical requirements published on the Licensor’s website at https://ktalk.ru/requirements.

4.5. The number of simultaneous virtual rooms and the number of participants in one virtual room depend on the purchased license under which the Product is used.

4.6. The Licensor warrants:

4.6.1. that the functionality of the Product corresponds to its description in the user documentation posted at https://support.kontur.ru/;

4.6.2. that the periods of Product unavailability referred to in Clause 4.3.1 of this License Agreement may be associated with a scheduled or unscheduled work on the Licensor’s server. At which time, the Licensor shall use best efforts to provide for Product updates and server maintenance outside peak-load hours.

4.7. The Licensee is prohibited from:

4.7.1. allowing the Product to be used by persons who have no rights to such use;

4.7.2. disassembling, decompiling, adapting and modifying the Product;

4.7.3. renting, leasing or otherwise granting temporary use of the Product to third parties with a view to profit, as well as performing any other acts in relation to the Product that violate Russian and international rules on copyright and software use.

4.8. The Licensor does not warrant the completeness, truthfulness, accuracy or reliability of any content or messages displayed in the Product.

4.9. The Licensor hereby notifies the Licensee that the Product does not comply with the requirements applicable to telemedicine systems.

4.10. The Licensee warrants that, when using the Product, it will not transmit offensive, propaganda, threatening, obscene, discrediting, defamatory or similar information, including any other categories of information prohibited from dissemination in the Russian Federation, as well as links leading to resources containing such information.

4.11. The Licensee warrants compliance with the user documentation when using the Product.

4.12. Where use of the Product may be construed as use for dissemination of information meeting the definition of advertising under Federal Law No. 38-FZ dated March 13, 2006 “On Advertising”, the Licensee undertakes to comply with the applicable legal requirements, shall be fully liable for any violation of advertising laws in the capacity of advertiser, advertising distributor and advertising producer, and shall indemnify and hold harmless the Licensor from any proceedings, disputes, claims and demands, and reimburse the Licensor for any losses related thereto.

4.13. The Licensor shall be entitled to modify the Product or release a new version of the Product at any time and for any reason, including in order to satisfy the customers’ needs or competitiveness requirements, and in order to comply with the requirements of regulatory acts of the Russian Federation.

4.14. By accepting the terms of this License Agreement, the Licensee agrees to the processing of information in the Product in accordance with the user documentation, including in particular:

• processing of technical information related to the use of the Product by Users and not being personal data, for the purposes of ensuring operation of the Product, improving its stability and performance, detecting and eliminating errors, and improving Product functionality. Such information may include, among other things, data on device and software, connection parameters, dates and times of use, session duration, frequency of use of functions, and other technical information. Such data shall be collected and processed in an anonymised form, without the purpose of identifying the User, and shall be used by the Licensor for the above purposes only;
• processing information with regard to chat content and video meetings performed by Users when using the function that allows recording video meetings for the purpose of preparing a summary of a meeting record;
• processing of Meeting Information for the purpose of handling Workspace Owner requests.

5. Financial Terms and Acceptance Procedure

5.1. The license fee for the right to use the computer program is subject to the Licensor’s Price List and is specified in the issued invoice. The execution of the right to use computer programs included in the Unified Register of Russian Computer Programs and Databases shall be exempt from VAT pursuant to Subpara. 26, Para. 2, Article 149 of the Tax Code of the Russian Federation.

5.2. The price of the Licensor’s services / works / goods is subject to the Licensor’s Price List and is specified in the issued invoice exclusive of VAT. VAT shall be charged and invoiced to the Licensee in addition to the price at the rate effective on the date of payment of the invoice or the date of supply, in accordance with Para. 3, Article 164 of the Tax Code of the Russian Federation.

5.3. Payment shall be made by the Licensee or by any other person (Para. 1, Article 313 of the Civil Code of the Russian Federation) in Russian roubles by transfer of the amount to the Licensor’s settlement account within five (5) business days after the Licensor issues an invoice for payment. An exception to the payment procedure is provided for non-profit organisations financed from the budget of a constituent entity of the Russian Federation, the federal or municipal budgets, which may make payment as follows: 30% of the price within five (5) business days after the License Agreement is concluded, and the remaining 70% within five (5) business days after execution by the Parties of the UTD, unless otherwise specified by the applicable law for such agreements. At the same time, the Licensee’s evasion of timely signing of the UTD shall not release it from the obligation to pay the License Agreement price in full.

5.3.1. If VAT is introduced in respect of the sales previously exempt from VAT and/or the VAT rate changes, the amount of VAT shall be adjusted and paid by the Licensee additionally at the rate established by Article 164 of the Tax Code of the Russian Federation. This condition shall not apply to Licensees that are individuals not engaged in entrepreneurial activity.

5.4. The invoice may be sent to the Licensee by email, by registered mail, by courier service, or in electronic form signed with an electronic signature.

5.5. All settlements under this License Agreement shall be made in Russian roubles by cashless money transfer to the Licensor’s settlement account.

5.6. The Licensee’s obligation to pay the invoice shall be deemed fulfilled upon receipt of the funds into the Licensor’s settlement account.

5.7. The Parties shall confirm performance of obligations under this License Agreement by signing a Universal Transfer Document (UTD). The Licensee shall return a signed copy of the UTD to the Licensor before the expiry of the period set out in Clauses 5.9–5.11 of this License Agreement.

5.8. If the Licensee is a legal entity or an individual entrepreneur, the UPDs signed with the Licensor’s qualified electronic signature (or that of its authorised individual) shall be sent by the Licensor to the Licensee through the Kontur.Diadoc computer program (hereinafter, Kontur.Diadoc) within 5 (five) calendar days from receipt of payment. The exception to the above is sending the UPDs confirming the transfer of the right to use the Product under the "Server" tariff plans, the provision of one-off services or the execution of work; such UPDs may be sent by the Licensor through Kontur.Diadoc or by registered mail after activation of the Product activation code under “Server” Tariff Plans, rendering of services / execution of work, or delivered personally to the Licensee’s representative. At which time, one-off services are the services that are not provided under the subscription.

5.9. If, within ten (10) business days from the moment the Licensor receives payment or the Licensee commences using the Product (whichever occurs first), the Licensor does not receive a written substantiated refusal to accept the granted rights to use the Product, as well as the right to receive support (technical support) (where such services were purchased together with the Product license or as part of the Tariff Plan), such assigned rights shall be deemed accepted by the Licensee in full and without comments.

5.10. If no written substantiated refusal to accept the granted rights to receive support (technical support, where such services were purchased separately from the Product license) is received within ten (10) business days from the moment the Licensor receives payment, such assigned rights shall be deemed accepted by the Licensee in full and without comments.

5.11. If, within 10 (ten) business days from the date the Licensee receives the UTD, no written substantiated refusal to accept one-off services and/or completed works is provided, or within ten (10) business days from the moment of activation of the Product code under the “Server” Tariff Plans, the services rendered / works performed by the Licensor and the assigned rights shall be deemed accepted by the Licensee in full and without comments.

5.12. No UTD shall be generated by the Licensor and no UTD shall be signed by the Parties if the Licensee is an individual (except for the individuals registered as individual entrepreneurs). At the same time, such Licensee shall have the right to submit a substantiated refusal within the time limits provided for in Clauses 5.9–5.10 of the License Agreement, and with regard to acceptance of one-off services, completed works and the right to use the Product under the “Server” Tariff Plans, within ten (10) business days upon activation by the Licensor of the Product activation code under the “Server” Tariff Plans, rendering of services or performance of works.

5.13. A substantiated refusal to accept rights, services or works may be sent to the Licensor by email with the original copy to follow by mail, or in electronic form signed with an electronic signature. After expiry of the period established for a substantiated refusal, the license fee paid by the Licensee shall be non-refundable.

5.14. If the Licensee does not have an account in Kontur.Diadoc, the Licensor undertakes, prior to sending the UTD to the Licensee through Kontur.Diadoc, to create an account for the Licensee in Kontur.Diadoc. The procedure for the Licensee to log in to the Kontur.Diadoc account is published at https://www.diadoc.ru/support.

5.15. Refunds for product licenses are processed via email with the Licensee's details at support@now-we-talk.com


6. Term of the License Agreement. Amendment, Supplementation and Termination. Dispute Resolution

6.1. The License Agreement shall come into force from the moment the Licensee accepts the terms of the License Agreement and shall remain in effect until the Parties fully fulfill their obligations.

6.2. The date specified in the preamble of the License Agreement shall be the date of publishing the License Agreement and not the date of its conclusion with a specific Licensee.

6.3. The current version of the License Agreement is permanently available online at https://ktalk.ru/license and https://now-we-talk.com/oferta. The Licensor reserves the right to amend and supplement the License Agreement at any time, including in the event of changes in legislation and/or the conditions of use of the Product. The Licensee shall independently monitor amendments to the License Agreement and review the current version thereof. Further use of the Product by the Licensee after amendments and/or supplements to the License Agreement are made shall mean that the Licensee accepts and agrees to such amendments and/or supplements. If the Licensee disagrees with the terms of the License Agreement, the use of the Product shall be discontinued immediately. In the event of any dispute or disagreement arising in connection with performance and/or interpretation of the License Agreement, the version of the License Agreement in effect at the time such dispute and/or disagreement arose shall apply.

6.4. If the Licensee breaches the terms of the License Agreement, the Licensor shall be entitled immediately to block access to the Product without prior notice to the Licensee, and to terminate the License Agreement earlier.

6.5. The Licensor shall be entitled to limit or prohibit the Licensee’s use of mailing functionality in the Product if the Licensor establishes that the Licensee has used the Product to distribute spam materials or has exceeded the limit for use of the invitation mailing function, until the Licensee takes measures to prevent unauthorised invitation-reminder mailings.

6.6. All disputes and differences arising in connection with the performance and/or interpretation of this License Agreement shall be resolved by the Parties through negotiations. If the Parties are unable to resolve such disagreements through negotiations, the dispute is subject to arbitration or civil proceedings in accordance with the general rules of jurisdiction, with mandatory compliance with pre-arbitration dispute resolution procedure. The period for responding to a claim shall be thirty (30) calendar days from the date of its receipt in writing.


7. Liability of Parties. Confidentiality of Information. Force Majeure

7.1. The Parties shall be liable for non-performance or improper performance of the obligations under the License Agreement in accordance with the laws of the Russian Federation and the terms of the License Agreement.

7.2. The Licensor shall not be liable for inability to use the Product for reasons beyond the Licensor’s control.

7.3. The Licensor shall not be liable for the Licensee’s failure to comply with the technical requirements for the workstation, the user documentation, the absence of the Licensee’s Internet connection, failure of the User’s connection to the Licensee’s server, operation of the Product on a malfunctioning computer (or mobile phone), or on a computer infected with any computer virus, or where the Licensee uses unlicensed software.

7.4. The Licensor shall not be liable for direct or indirect losses, including lost profit or business opportunities, or for losses arising from the use of the Product.

7.5. The Licensee shall be responsible for the content, accuracy and completeness of information posted by the Licensee in the Product. The Licensor does not carry out prior control over the content of information posted and/or distributed by the Licensee; however, should publishing or dissemination of such information contradict the applicable law, the Licensor shall be entitled to immediately block access to the Product without prior or subsequent notice to the Licensee.

7.7. If the Licensee faces technical issues preventing normal use of the Product, the Licensee undertakes to contact the Licensor’s technical support immediately. The Licensor shall not be liable for any losses incurred by the Licensee due to technical problems in the event that Licensee breaches the obligation set out in this clause.

7.8. The Licensee shall independently configure the settings necessary for Users to access the Licensee’s Workspace and shall bear full responsibility for the security of the selected settings. The Licensor shall not be liable for the consequences of any security breach, including loss or corruption of data, resulting from third-party access to the Licensee’s Workspace in the Product.

7.9. The aggregate liability of the Licensor, including any losses (where the Licensee is entitled to compensation therefor in a particular case), shall not exceed the value of the rights, services and works sold by the Licensor to the Licensee under the License Agreement during the one-year period preceding the occurrence of the losses.

7.10. The Parties undertake to maintain the confidentiality of information designated by them as a trade secret in accordance with the laws of the Russian Federation and disclosed to the Parties in the course of performance of the License Agreement.

7.11. The fact of conclusion of the License Agreement shall not constitute confidential information.

7.12. The Parties shall be released from liability for non-performance or improper performance of the terms of the License Agreement in the event of force majeure circumstances determined in accordance with the laws of the Russian Federation, if they provide evidence that such circumstances prevented performance of their obligations under the License Agreement; such evidence shall consist of documents issued by competent authorities of the Russian Federation. Once the force majeure circumstances cease, the License Agreement shall operate as usual.


8. Representations

8.1. Each Party (and, in the case of Licensees, where the Licensee is a legal entity or an individual entrepreneur) represents and confirms to the other Party that, as of the date of conclusion of the License Agreement, it:

• is a duly registered legal entity / individual entrepreneur / individual applying the special tax regime “professional income tax”, is duly registered with the tax authorities and lawfully conducts its activities in accordance with the laws of the Russian Federation;
• is actually located at the address specified in the Unified State Register of Legal Entities / Unified State Register of Individual Entrepreneurs;
• has the authority, financial, material and human resources, as well as other conditions necessary to conclude the License Agreement and perform its obligations thereunder;
• has duly obtained all powers necessary to conclude the License Agreement and/or perform actions in connection with it, including all required consents, permits and approvals under applicable law.

8.2. The Parties confirm that:

• the License Agreement is concluded voluntarily, and the Parties are not misled as to the legal nature of the transaction and/or the legal consequences that arise or may arise in connection with conclusion of this License Agreement;
• the License Agreement does not infringe any intellectual property rights or other proprietary rights of any third party;
• the License Agreement is concluded in accordance with the laws of the Russian Federation and is not an interested-party transaction;
• performance of the License Agreement does not result in violation or non-performance of the provisions of any other agreements, arrangements, court orders or other prohibitions or rulings.

8.3. A Party that relied on inaccurate representations of the other Party shall be entitled to terminate this License Agreement early irrespective of the incurred losses, and to claim compensation for the losses caused by inaccuracy of such representations.

8.4. The Parties (and, in the case of Licensees, where the Licensee is a legal entity or an individual entrepreneur) shall be entitled to use each other’s trade names, commercial designations, trademarks and other identifying signs of the Parties, as well as the information on the fact of conclusion of the License Agreement, for the purposes of publication on the Parties’ websites, publication and quotation in print press, use in marketing materials, and in corporate publications such as company brochures, case studies, solutions, etc., and for referring to each other in interviews and presentations.


9. Exclusive Rights

9.1. The exclusive rights to the Product belong to the Licensor.

9.2. No elements are used in the Product in violation of third-party rights. If these warranties are breached, the Licensor undertakes to take measures ensuring the Licensee’s unobstructed use of the rights granted under the License Agreement.

9.3. The right to use the Product is granted exclusively to the Licensee, without the right of substitution, solely within the scope established by the License Agreement, unless otherwise is agreed in writing by the Licensor.

9.4. The certificate of state registration of the rights to the Product is officially published on the Licensor’s website at https://kontur.ru/about/licences

9.5. The Product was entered into the Unified Register of Russian Computer Programs and Databases on October 29, 2021 under registration number 11964.

9.6. The Product is provided to the Licensee “as is”, and the Licensor does not warrant that the functional capabilities of the Product will fully meet the Licensee’s expectations, needs or assumptions.

9.7. The Licensor warrants that the Product does not contain malicious or spyware elements or software code created to disable, disrupt or perform unauthorised actions in a computer system, or to transmit any data from a User’s computer without the User’s prior notice and consent.

9.8. The right to use the Product is granted to the Licensee for the term established by the paid license. The validity periods of the license (including update package licenses) are determined by the Licensor’s Price List.


10. Obligations of Parties with regard to Personal Data Processing

10.1. The Licensor shall be the personal data operator in the performance of the License Agreement and in providing Users with access to the Licensee’s Workspace (except where the “Server” Tariff Plans are purchased, where the Licensee is the operator of the personal data placed in the Product). The principles, purposes, legal grounds, procedures, methods and other conditions of personal data processing are defined by the Licensor in the Personal Data Processing Policy published at https://kontur.ru/about/policy.

10.2. In certain cases, the Licensor acts on behalf of the personal data operator (the Licensee under the License Agreement) as provided for in Part 3, Article 6 of Federal Law No. 152-FZ dated July 27, 2006 “On Personal Data” (the Personal Data Law) (except in the case of purchase of the “Server” Tariff Plans), when the Licensee enters Users’ personal data in the Product interface, when the Licensee uses SSO for User authorisation, in the event of User registration for the Licensee’s video conferences conducted using the feature designed for streaming video conferences from a virtual room, and when the Licensee uses the Workspace merging functionality. In this case, the Licensee instructs the Licensor to perform the following actions (operations) with personal data, with or without the use of automation tools: collection, recording, systematisation, accumulation, storage on the Licensor’s server, updating (amendment, modification) after changes are made by the Licensee, extraction, use, transfer (provision, access) to other Licensees that are Workspace Owners (when the Workspace merging functionality is used), depersonalisation, blocking, deletion and destruction of personal data, exclusively for the purpose of performance of the obligations provided for by the License Agreement. The Licensee instructs the Licensor to process the following personal data (including, but not limited to): surname, first name, patronymic, email address, subscriber telephone number, organisation name, image (avatar), position, placed by the Licensee in the Product, as well as specified by Users upon registration for the Licensee’s video conferences conducted using the feature designed for streaming video conferences from a virtual room. The personal data processing instruction shall remain in force until the personal data are deleted by the Licensee independently or until the personal data are deleted by the Licensor (including at the Licensee’s request) in accordance with the terms of the License Agreement.

10.3. By entering into the License Agreement, the Licensee agrees and confirms that the Licensor does not initiate, nor control the posting of information by Users in the course of using the Product, does not influence its content, and at the time such information is posted the Licensor does not or cannot know whether legally protected rights and interests of third parties, international treaties or the laws of the Russian Federation are thereby violated.

10.4. The Licensor thereby notifies the Licensee as an individual, as well as each User, of the processing of personal data for the purposes of performance of the License Agreement (Para. 5, Part 1, Article 6 of the Personal Data Law) to the extent necessary for the registration in the Product, as well as when processing Meeting Information and transferring Meeting Information to the Workspace Owner.

10.5. The Workspace Owner also acts as the operator processing the personal data contained in Meeting Information.

10.6. The Licensee warrants (within the meaning of Article 431.2 of the Civil Code of the Russian Federation):

10.6.1. that, when processing personal data, it complies with all rights of personal data subjects provided for by the laws of the Russian Federation with regard to personal data protection;

10.6.2. that it has obtained the consent of personal data subjects to the processing of their personal data or on other legal grounds, including the commissioning of such processing to the Operator as a third party, and that, when using SIP functionality in the Product, it has also familiarised the External User called by subscriber number with the terms of the License Agreement, including the terms and conditions for processing their personal data;

10.6.3. that, when placing personal data, it complies with all principles and conditions of personal data processing and the restrictions provided for by applicable law;

10.6.4. that it has obtained Users’ consent to receive informational mailings related to the Licensee’s video conferences conducted using the feature designed for streaming video conferences from a virtual room;

10.6.5. that it will not use the Product to process special categories of personal data relating to race, ethnic origin, political views, religious or philosophical beliefs, health status or intimate life;

10.6.6. that any information uploaded using the Product was obtained in compliance with the requirements of the applicable law;

10.6.7. that the information uploaded by the Licensee’s Users into the Product does not violate legally protected rights and interests of third parties or the applicable law;

10.6.8. that any use of the Product is carried out by Users at their own risk and under their own responsibility.

10.7. In addition to Clause 10.6 of the License Agreement, when using the Product outside the Russian Federation, the Licensee warrants (within the meaning of Article 431.2 of the Civil Code of the Russian Federation):

10.7.1. that, when personal data are processed on the Licensee’s instructions, the Licensee undertakes independently (without the Licensor’s involvement) to store a copy of the personal data base placed by the User in the Product and to keep it up to date, if required by the applicable law;

10.7.2. that it has assessed the applicable legislation relating to personal data processing, and that the use of the Product does not impose any obligations on the Licensor, which are not stipulated by the Russian Federation legislation on personal data and the License Agreement. If it becomes necessary to impose obligations on the Licensor in order to comply with the personal data legislation applicable to the Licensee, the Licensee undertakes to take the necessary measures to conclude an appropriate agreement with the Licensor;

10.7.3. that it has obtained the consent of personal data subjects to the cross-border transfer of personal data to the Licensor (if applicable).

10.8. The Licensor undertakes to:

10.8.1. ensure confidentiality of personal data;

10.8.2. process personal data using databases located in the territory of the Russian Federation;

10.8.3. take measures to ensure personal data security in accordance with Articles 18.1 and 19 of the Personal Data Law, including:

• identifying threats to personal data security in the course of personal data processing;
• establishing access rules for processed personal data;
• ensuring detection of unauthorised access to personal data and taking measures to suppress such access;
• assessing the effectiveness of the personal data security measures taken and monitoring compliance with such measures;

10.8.4. when processing personal data on the Licensee’s instructions, in the event of eliciting a fact of unlawful or accidental transfer (provision, dissemination, access) of personal data resulting in violation of the rights of personal data subjects, immediately notify the Licensee in accordance with Part 3.1, Article 21 of the Personal Data Law;

10.8.5. when processing personal data on the Licensee’s instructions, in the cases provided for by Article 21 of the Personal Data Law (except for Part 3.1 thereof), the Licensee undertakes to independently perform the necessary actions, and where it is impossible to perform them independently, to immediately approach the Licensor with an appropriate formal request;

10.8.6. upon the Licensee’s written request, during the validity period of its personal data processing instruction, including prior to personal data processing, provide the Licensee with documents and other information confirming that measures have been taken and that the requirements set out in Article 6 of the Personal Data Law have been met for the purpose of performing the Licensee’s instruction.

10.9. The Licensor hereby notifies that it has submitted to the authorised body for protection of the rights of personal data subjects a notice of intention to process personal data in the manner provided by the legislation of the Russian Federation

10.10. By accepting the terms of this License Agreement, the Licensee warrants (within the meaning of Article 431.2 of the Civil Code of the Russian Federation) that it has obtained the consents of personal data subjects, namely the Licensee’s authorised representatives whose contact data (full name, telephone number, email address) are transferred by the Licensee to the Licensor, to the processing of their personal data, including transfer of such personal data to the Licensor and Service Centers in order to execute the License Agreement, including the making of mass and/or automated calls (all calls made by the Licensor from its PBX).


11. Additional Terms

11.1. The Parties have agreed that a facsimile signature of an authorised representative of the Licensor may be used for signing documents necessary for the performance of the License Agreement as an analogue of a handwritten signature equivalent to a handwritten signature. Such documents shall have the same legal force as documents signed by the Licensor’s authorised representative by hand pursuant to Para. 2, Article 160 of the Civil Code of the Russian Federation. In addition, the Parties may use, for the same purposes, the qualified electronic signatures of the Parties (or their authorised individuals), the conditions for recognition of which are established by Article 11 of Federal Law No. 63-FZ dated April 6, 2011 “On Electronic Signature”, within the electronic document workflow in Kontur.Diadoc, the exclusive right to which belongs to the Licensor. Use of Kontur.Diadoc for the purpose of exchanging electronic documents with the Licensor under the License Agreement shall not be charged to the Licensee.

11.2. The Parties undertake to inform each other within fifteen (15) calendar days of any changes to their details, as well as of any decisions relating to their liquidation or reorganisation as legal entities. If one of the Parties fails to perform this obligation, the other Party shall not be liable for the consequences caused by such failure.

11.3. By accepting the terms of the License Agreement, the Licensee consents to receive additional information and informational mailings from the Licensor and/or a Service Center at the email address and telephone number specified upon registration, as well as those provided to the Licensor and/or a Service Center during performance of the License Agreement.

11.4. With respect to operation of the Product, the Licensee may contact the Licensor at talk-support@kontur.ru.

11.5. By accepting the terms of the License Agreement, the Licensee agrees to mass and/or automated telephone calls (all calls made by the Licensor from its PBX), receipt of messenger messages, as well as receipt of voice and text messages using the Licensor’s voice robots, chatbots and mail bots, to the mobile telephone number or email address from which the enquiry was made or that was specified by the Licensee’s authorised representative. This consent includes, without limitation, communications regarding the results of an enquiry to the Licensor’s Federal Contact Centre, the results of performance of works or rendering of services, and the need to update / carry out necessary modifications to integration modules.

11.6. The Licensee confirms that, within the meaning of Para. 4, Article 185 of the Civil Code of the Russian Federation, all actions performed by the Licensee’s users in the Product shall be deemed to be performed by the Parties in the name and in the interests of the Licensee.


12. Terms for Promotional Offer Participants and Licensees Using the Product for Evaluation Purposes

12.1. A Promotion Participant means a Licensee that has accepted the terms of a promotion published at https://kontur.ru.

12.2. A Trial Period User means a Licensee that independently registered a Workspace and uses the Product for the first time.

12.3. The Licensor shall grant, on a one-time basis, to a Promotional Offer Participant or a Trial Period User a simple (non-exclusive) license to use the Product for the period established in the promotional offer (or specified in the Product), and the Promotional Offer Participant shall accept the granted right.

12.4. The procedure for transfer of the right to use the Product to a Promotional Offer Participant shall be established by the promotional offer terms published at https://kontur.ru, as well as by the Price List.

12.5. The functional capabilities, periods and other terms of the Product evaluation period shall be established by the Price Lists.

12.6. Participation in a promotional offer does not provide for any mutual settlements between the Parties.

12.7. On expiration of the promo offer, the Promotional Offer Participant may continue to use the Product under the License Agreement by way of paying the Licensor the license fee in accordance with the selected license.

12.8. All terms of the License Agreement not contradicting the terms of the promotional offer shall be valid for the Promotional Offer Participant.


13. Terms for Acquiring Product Licenses from a Licensor Partner

13.1. Use of the Product by Licensees that obtain a license from a Licensor partner shall not provide for any mutual settlements between the Parties.


CEO
SKB Kontur Production JSC
M.Yu. Srodnykh