This Sublicensing Agreement (hereinafter referred to as the Sublicensing Agreement) is an offer made by Limited Liability Company ABRIS OPEN, which is a legal entity registered and operating in accordance with the legislation of the Republic of Uzbekistan, with its seat at 64A Labzak Street, Shaikhantakhur District, Tashkent, Uzbekistan, hereinafter referred to as the Licensee, to an individual, hereinafter referred to as the Sublicensee. This Agreement is intended to be concluded with individuals who are users of computer software and are not residents of the Republic of Uzbekistan (hereinafter referred to as the Sublicensee), unless otherwise expressly agreed by the Licensee.
This Sublicensing agreement is considered to have been concluded at the time of its acceptance by the Sublicensee. Acceptance for the purposes of the Sublicensing Agreement is understood as the fact of payment of royalties under the Sublicensing Agreement or the fact of beginning of use of computer software, depending on which event occurs earlier.
The Sublicensing Agreement is posted on the Licensee's website now-we-talk.com.

1. TERMS AND DEFINITIONS
1.1. Kontur.Talk means intellectual property− a PC program named "Kontur.Talk", which is intended for video conferencing in a virtual room.
1.2. Price List means a document, which forms an integral part of the Sublicensing Agreement, listing the Licensee's pricing policy and the composition of Service Plans. The most updated version of the main Price List is posted on the now-we-talk.com website. Additional Price Lists are published on the website or provided upon request of the Sublicensee.
1.3. Service Plan means a set of non−exclusive rights to use PC software and/or services provided by the Licensee. The composition of the Service Plans is determined by the Price List.

2. SCOPE OF SUBLICENSING AGREEMENT
2.1. The Licensee grants the Sublicensee the right to use the PC software under a simple (non-exclusive) license within the limits stipulated in the Sublicensing Agreement and the paid Service Plan, while the Sublicensee undertakes to accept and pay for the rights granted in accordance with the procedure established by the Sublicensing Agreement.
2.2. The right to use the Kontur.Talk granted to the Sublicensee is non-sublicensable.
2.3. Prior to commencing the use of PC software, the Sublicensee must familiarize himself/herself with the Mandatory conditions of the Copyright Holder that form an integral part of the Sublicensing Agreement. From the moment the PC software is used, the Sublicensee unconditionally agrees to the Copyright Holder's conditions and accepts them in full.

3. SCOPE OF RIGHTS GRANTED, METHODS AND CONDITIONS OF USE, AND PROCEDURE FOR GRANTING ACCESS
3.1. The Licensee grants the Sublicensee the right to use PC software by enabling access to the Copyright Holder's server (account) by reproducing the graphical part (operation interface) on the screen of a personal computer and/or mobile device via a web browser.
3.2. The Sublicensee is granted the right to use PC software on a worldwide basis.
3.3. The Sublicensee is granted the right to use PC software for its own needs according to the software's functional purpose.
3.4. In order to use the PC software, the Sublicensee is to have the following at its disposal:
– Internet connection;
– account on the Copyright Holder's service.
3.5. The following is prohibited to the Sublicensee:
– allow the use of PC software by persons who do not have the rights to such use;
– disassemble, decompile, adapt or modify the PC software;
– make PC software available to third parties for rent, lease or temporary use on a for profit basis, or perform other actions involving the PC software that violate Russian, Uzbek or international standards on copyright and software use.
3.6. Access to Kontur.Talk is considered to have been granted by the Licensee after registering the Sublicensee's account on the Copyright Holder's server. The Sublicensee is to effect accessIng Kontur.Talk independently. Access to the PC software functionality provided for in the Service Plan is to be provided to the Sublicensee within 5 (five) business days after the date the 100% payment of the royalties is credited to the Licensee's current account.
3.7. The scope of the right to use PC software granted depends on the Service Plan paid by the Sublicensee.

4. EXCLUSIVE RIGHT. LICENSEE'S GUARANTEES
4.1. The exclusive right to PC software belongs to the Copyright Holder, i.e. AO "PF "SKB Kontur" (Tax ID/KPP code 6663003127/997750001, seat: 19A Narodnoy Voli Street, Ekaterinburg, 620144) hereinafter and earlier referred to as the Copyright Holder. The Licensee is entitled to the right to sublicense non-exclusive rights to use the PC software on the basis of a license agreement it had concluded with the Copyright Holder. The PC software is protected as an intellectual property asset.
4.2. The registration of the Copyright Holder's title to the PC software is confirmed by certificates of public registration of title posted on the Copyright Holder's website at https://kontur.ru/about/licences.
4.3. The PC software is provided to the Sublicensee on an "as is" basis. The Licensee does not guarantee that the functionality of the PC software will fully meet the Sublicensee's expectations.
4.4. The Licensee guarantees that it has sufficient rights to enter into and implement this Sublicensing Agreement.

5. RIGHTS AND OBLIGATIONS OF THE PARTIES
5.1. Obligations of the Licensee:
5.1.1. to ensure that PC software performs the functions provided for by the paid license;
5.1.2. to abstain from any actions that could interfere with the normal use of PC software by the Sublicensee;
5.1.3. to maintain confidentiality of information that may become known to the Licensee during the Sublicensing Agreement's implementation.
5.2. Rights of the Licensee:
5.2.1. to block access to PC software in case the Sublicensee violates the terms of the Sublicensing Agreement.
5.3. Obligations of the Sublicensee:
5.3.1. to effect timely payment for the granted rights of use in accordance with the procedure and terms established in the Sublicensing Agreement;
5.3.2. to ensure the safety and security of its credentials and means of access to the account on the Copyright Holder's server;
5.3.3. to provide the Licensee with all information and documents necessary for the Licensee to fulfill its obligations under the Sublicensing Agreement;
5.4. Rights of the Sublicensee:
5.4.1. to have round-the-clock access to the server in order to enjoy all the functionality of PC software provided for in the paid Service Plan, with the exception of the time of any preventive maintenance;
5.4.2. to make proposals on changing the functionality of PC software;
5.4.3. to abstain from submitting reports on the use of PC software.

6. FINANCIAL PROVISIONS. PROCEDURE FOR HANDING OVER AND ACCEPTING GRANTED RIGHTS
6.1. The cost of the right to use PC software (royalties) is determined in accordance with the Price List and is specified in a corresponding invoice, including VAT at a rate established by the Tax Code of the Republic of Uzbekistan, which currently is 12%.
6.2. The Sublicensee is to pay the invoice within 10 (ten) business days after the date of its receipt by depositing 100% of the amount specified in the invoice issued by the Licensee to the Licensee's current account.
6.3. The invoice can be sent to the Sublicensee by e-mail or in digital format, signed with an electronic digital signature.
6.4. All payments under the Sublicensing Agreement are to be made in US dollars.
6.5. The Licensee does not generate any acceptance certificate and the Parties are not required to have it signed. However, the Sublicensee is entitled to submit a substantiated refusal to accept the granted rights within 10 (ten) business days after their transfer.
6.6. A substantiated refusal to accept the rights may be sent to the Licensee by fax or e-mail, followed by sending the original document by mail, or in digital format signed with an electronic digital signature. Upon expiration of the period defined for submitting a substantiated refusal, the royalties paid by the Sublicensee become non-refundable.

7. RESPONSIBILITIES OF THE PARTIES. SECURITY AND CONFIDENTIALITY OF INFORMATION
7.1. The Parties will be held responsible for non-fulfillment or improper fulfillment of obligations under the Sublicensing Agreement in accordance with the legislation of the Republic of Uzbekistan and the terms of this Sublicensing Agreement. The Licensee will answer to the Sublicensee for any violation of guarantees by the Copyright Holder (item 4.4.of the Sublicensing agreement).
7.2. The Licensee will not be held responsible for the Sublicensee's lack of Internet connection, operating the PC software on a faulty computer and/or mobile device, or a computer and/or mobile device being infected with any computer virus, or when the Sublicensee uses unlicensed software.
7.3. The Licensee will not be held responsible for any direct or indirect damages, including lost profit, resulting from the use of PC software.
7.4. The Licensee will not be held responsible for the Sublicensee's inability to use PC software for reasons beyond control of the Copyright Holder and/or the Licensee.
7.5. The Licensee will not be liable for the Sublicensee's losses caused by technical problems if the Sublicensee violates the obligation defined in item 5.3.4 of the Sublicensing Agreement.
7.6. The total amount of the Licensee's liability, including any damages (if the Sublicensee is entitled to compensation in a particular case) may not exceed the value of the rights that the Licensee sold to the Sublicensee under the Sublicensing Agreement during one year preceding the time of the loss, unless otherwise provided for by mandatory provisions of the applicable legislation, subject to the violation being intentional or access not being granted effectively for reasons attributable to the Licensee (Copyright Holder).
7.7. The Parties are released from liability for non-fulfillment or improper fulfillment of the terms of the Sublicensing Agreement in case of a force majeure event determined in accordance with the legislation of the Republic of Uzbekistan, subject to having to provide evidence that the corresponding event prevented the fulfillment of obligations under the Sublicensing Agreement in the form of appropriate documents issued by competent authorities of the Republic of Uzbekistan. Once the force majeure event ceases to exist, the Sublicensing Agreement resumes to be effective.
7.8. The Parties undertake to respect the confidentiality of any information categorized by either of them as a commercial secret in accordance with the legislation of the Republic of Uzbekistan, and which may become known to the Parties while performing this Sublicensing Agreement.
7.9. The fact of concluding the Sublicensing Agreement is not considered to be confidential.
7.10. The Licensee undertakes to respect the confidentiality of personal data that may become known to it during registration of the Sublicensee, or while providing services to it, or in any other manner.

8. REPRESENTATIONS USE OF LOGOS OF THE PARTIES
8.1. Each of the Parties declares and confirms to the other Party that at the time of conclusion of this Sublicensing Agreement:

• it has the authority, financial, material and labor resources, as well as other conditions necessary for concluding the Sublicensing Agreement and fulfilling obligations under it;
• all the authorizations necessary to conclude the Sublicensing Agreement and/or perform under it have been duly obtained, including all necessary consents, permits, and approvals in accordance with the legislation.

8.2. The Parties represent that:

• The Sublicensing Agreement is concluded voluntarily, and the Parties are not misled about the legal nature of the transaction and/or the legal consequences that arise or may arise in connection with the conclusion of the Sublicensing Agreement;
• The Sublicensing Agreement does not infringe any intellectual property rights or other proprietary rights of any third party;
• The implementation of the Sublicensing Agreement does not entail violation or non-fulfillment of provisions of any other contracts, agreements, judicial or other prohibitions or rulings.

8.3. Any Party relying on false assurances from the other Party has the right to terminate the Sublicensing Agreement prematurely, regardless of having suffered or not any losses, as well as to demand compensation for losses caused by the unreliability of such assurances.

9. TERM OF THE SUBLICENSING AGREEMENT, PROCEDURE FOR ITS AMENDMENT AND TERMINATION
9.1. This Sublicensing Agreement becomes effective at the time of acceptance of provisions of the Sublicensing Agreement and remains in effect until the Parties completely fulfill their obligations hereunder.
9.2.7 The date specified in the preamble of the Sublicensing Agreement is the date of its publication but not the date of its conclusion with a specific Sublicensee.
9.3. The Licensee has the right to unilaterally amend the terms of the Sublicensing Agreement by posting it on the now-we-talk.com website. The Licensee reserves the right to make changes and additions to the Sublicensing Agreement at any time, including in the event of any changes in the legislation and/or the terms of use of Kontur.Talk. The Sublicensee is to independently monitor changes to the Sublicensing Agreement and familiarize himself/herself with the valid version of the Sublicensing Agreement. The continued use of Kontur.Talk by the Sublicensee after changes and/or additions were introduced to the Sublicensing Agreement constitutes acceptance and consent of the Sublicensee with such changes and/or additions. If the Sublicensee does not agree with the terms of the Sublicensing Agreement, his/her use of Kontur.Talk must be stopped immediately. In the event of a dispute or disagreement arising in connection with the fulfillment and/or interpretation of the Sublicensing Agreement, the wording of the Sublicensing Agreement in force at the time of the dispute and/or disagreement shall apply.
9.4. In case of violation by the Sublicensee of the terms of the Sublicensing Agreement, the Licensee has the right to cancel the Sublicensing Agreement ahead of schedule and immediately block access to the server without giving prior notification to the Sublicensee.
9.5. Either Party has the right to unilaterally withdraw from the Sublicensing Agreement by notifying the other Party by means of a notification sent 30 (thirty) days prior to the expected date of withdrawal. The thirty-day period is calculated from the date of receipt by one of the Parties of a written notice of withdrawal from the Sublicensing Agreement.
9.6. The Sublicensee's unilateral waiver of the Sublicensing Agreement in accordance with item 9.5 of the Sublicensing Agreement does not entail blocking the Sublicensee's access to PC software, nor does it serve as a basis for refunding royalties, except in cases where access was not effectively granted for reasons attributable to the Licensee (Copyright Holder), the use of the Product is impossible for such reasons, or a refund is required in accordance with applicable legislation.

10. SPECIAL CONDITIONS OF THE COPYRIGHT HOLDER
10.1. The Sublicensee is to independently set the necessary settings for users to access the user's space in Kontur.Talk, and bears complete responsibility for the security of selected settings. The Copyright Holder does not assume responsibility for any consequences of a security breach, including any loss or damage to data resulting from a third-party accessing the User's space in Kontur.Talk.
10.2. Obligations of the Copyright Holder:
10.2.1. to ensure that Kontur.Talk performs the functions provided for in the User documentation;
10.2.2. to update in a timely manner the software on the Copyright Holder's server;
10.2.3. to abstain from any actions that could interfere with the normal use of Kontur.Talk by the Sublicensee;
10.2.4. to maintain confidentiality of User information that may become known to the Copyright Holder;
10.2.5. to maintain confidentiality of personal data that may became known to it during the Sublicensee's registration, posted by the Sublicensee in the Kontur.Talk, or otherwise.
10.3. Rights of the Copyright Holder:
10.3.1. to modify or release a new version of Kontur.Talk at any time and for any reason, including in order to meet customer needs or competitive requirements, or to comply with the laws of the Russian Federation. The Copyright Holder reserves the right to add new features and functionality to Kontur.Talk or to remove existing features and functionality from Kontur.Talk;
10.3.2. to block access to Kontur.Talk if the User violates the terms of use of Kontur.Talk.
10.4. The Copyright Holder does not guarantee the completeness, truthfulness, accuracy or reliability of any content or messages displayed in Kontur.Talk.
10.5. The Sublicensee guarantees that when using Kontur.Talk, no offensive, propagandistic, threatening, obscene, defamatory, slanderous or similar information will be transmitted, including other categories of information prohibited for dissemination in the Russian Federation, as well as links leading to resources containing such information.
10.6. The Sublicensee agrees and confirms that the Copyright Holder does not initiate or control the posting of information by users during their use of Kontur.Talk, does not influence its content, and at the time when such information is posted does not know and cannot know whether it violates any legally protected rights and interests of third parties, international treaties or the current legislation of the Russian Federation.
10.7. The Copyright Holder notifies that the name of a Space in Kontur.Talk (Space being an environment in Kontur.Talk, which is available to the Sublicensee after registration at https:// app.now-we-talk.com and allows one to create virtual rooms for video conferencing) is unique. If a copyright holder or any licensee of a trade name, trademark or other protected designation (hereinafter referred to as the Designation) requests the Copyright Holder to remove of obstacles to the use of the Designation as a Space name, the Copyright Holder is entitled to reclaim any name in whole or in part using the Designation, without prior notice to the User.
10.8. By accepting these Terms, the Sublicensee agrees to the processing of information in Kontur.Talk as per the user documentation, more specifically:
– to processing of technical information related to the use of Kontur.Talk by the Sublicensee and not related to personal data, in order to ensure the operability of Kontur.Talk, improve its stability and performance, identify and eliminate any errors, and improve the functionality of Kontur.Talk. Such information may include, among other things, information about the hardware and software, connection parameters, dates and times of use, duration of sessions, frequency of use of functions, and other technical information. The said information is collected and processed anonymously, without intention to identify the User, and is used by the Copyright Holder solely for the above-defined purposes;
– to processing of information regarding the content of chats and videoconferences conducted by the Sublicensee when using the functionality that allows one to record a videoconference in order to prepare a summary of the meeting;
– to processing Information on meetings (hereinafter and earlier, information on meetings is understood as digital data on users (application used, country of Sublicensee (based on network address), network address, information on proxy server used, and so on), as well as the content of chats and videoconferences) in order to process requests from the Space Owner (any the person who created a Space at https://app.now-we-talk.com ).
10.9. Responsibility for the content posted by a User in Kontur.Talk, as well as for its accuracy and completeness, is borne by the Sublicense. The Copyright Holder does not monitor in advance the content of information posted and/or distributed by a User, however, when the posting and dissemination of such information contradicts applicable law, the Copyright Holder has the right to immediately block the User's access to Kontur.Talk without any prior or subsequent notification to the User.
10.10. The Copyright Holder advises that Information about meetings will be available (transmitted) to the Space Owner.
10.11. The Space Owner acts as an Operator when processing personal data contained in Information about meetings.
10.12. The Copyright Holder is an independent Operator of personal data when providing access to the Sublicensee's Space. The principles, objectives, legal grounds, procedure, methods and other conditions of personal data processing are defined by the Copyright Holder in the Personal Data Processing Policy published on the https://kontur.ru/about/policy/en website.
10.13. By entering into the Sublicensing Agreement, the Sublicensee agrees to processing of personal data by the Copyright Holder intended to ensure fulfillment of obligations of the Copyright Holder provided for in the terms of the Sublicensing Agreement to the extent necessary for registration in Kontur.Talk, including, among other things, to cross-border transfer of personal data.
10.14. If the Sublicensee enters personal data of subjects in the Kontur.Talk interface in order to have them receive an invitation to the Space by e-mail, the Copyright Holder executes the instructions of a Personal Data Operator (Sublicensee under the Sublicensing Agreement), provided for in part 3 of article 6 of Federal Law No. 152–FZ "On Personal Data" dated 27.07.2006 (hereinafter referred to as the Personal Data Law). The Sublicensee instructs the Copyright Holder to perform the following actions (operations) with personal data performed using automation tools or without their use: collection, recording, systematization, accumulation, storage on the Copyright Holder's server, refinement (updating, modifying) after the Licensee makes any changes, extraction, use, transfer (provision, granting of access) to other Licensees - Space Owners, depersonalization, blocking, deletion, destruction of personal data – solely for the purpose of fulfilling obligations stipulated by the Sublicensing Agreement. The Sublicensee instructs the Copyright Holder to process the following personal data (including, but not limited to): last name, first name, patronymic, email address, subscriber phone number, organization name, user image (profile picture), position, posted by the Sublicensee in Kontur.Talk. The personal data processing order is valid until the Sublicensee deletes the personal data independently or until the Copyright Holder deletes the personal data (including at the request of the Sublicensee) in accordance with the terms of the Sublicensing Agreement.
10.14.1. that when processing personal data, it respects all the rights of personal data subjects provided for by the legislation on personal data protection;
10.14.2. that they have obtained the consent of the subjects of personal data to process their personal data or other legal basis, including the assignment of such processing to the Operator as a third party, including consent for cross-border transfer;
10.14.3. that when posting personal data, it has complied with all the principles and conditions of personal data processing and restrictions provided for by applicable legislation.
10.14.4. that when processing personal data on behalf of the Sublicensee, the latter undertakes to independently (without the Copyright Holder's participation) store a copy of the database of personal data posted by the Sublicensee in Kontur.Talk and keep it up to date, if required by applicable legislation;
10.14.5. that he has assessed the applicable legislation in the field of personal data processing, and the use of Kontur.Talk does not impose obligations on the Copyright Holder that are not provided for by the legislation of the Russian Federation on personal data and the Sublicensing Agreement. Should it be necessary to impose obligations on the Copyright Holder in order to comply with the legislation on personal data applicable to the Sublicensee, the Licensee undertakes to take the necessary measures to conclude an appropriate agreement with the Copyright Holder;
10.15. The Copyright Holder undertakes to:
10.15.1. ensure confidentiality of personal data;
10.15.2. process personal data using databases located on the territory of the Russian Federation;
10.15.3. take measures to ensure the security of personal data in accordance with articles 18.1 and 19 of the Law on Personal Data, including:
– identify threats to the security of personal data during its processing;
– establish rules for accessing the personal data being processed;
– ensure that unauthorized access to personal data is detected and that measures are taken to prevent it;
– evaluate the effectiveness of measures taken to ensure the security of personal data and control over the measures taken;
10.15.4. when processing personal data on behalf of the Sublicensee, immediately notify the Sublicensee in accordance with part 3.1 of article 21 of the Law on Personal Data if an event of unlawful or accidental transfer (provision, dissemination, access) of personal data is identified and it resulted in a violation of the rights of personal data subjects;
10.15.5. when processing personal data on behalf of the Sublicensee in cases provided for in article 21 of the Law on Personal Data (with the exception of part 3.1), the Sublicensee undertakes to perform the necessary actions autonomously, or, should it be impossible to perform them autonomously, immediately contact the Copyright Holder with the appropriate official demand.
10.15.6. provide the Sublicensee with documents and other information confirming the adoption of measures and compliance with the requirements established by art. 6 of the Personal Data Act upon the Sublicensee's written request submitted during the period of validity of its order for processing of personal data, including before the processing of personal data.
10.16. The Copyright Holder advise that they have sent notifications to the authorized body in charge of protection of rights of personal data subjects about their intention to process personal data in accordance with the procedure provided for by the legislation of the Russian Federation.

11. ADDITIONAL PROVISIONS
11.1. Any disputes or disagreements arising in connection with the execution and/or interpretation of the Sublicensing Agreement are to be resolved by the Parties through negotiations. Should it appear impossible for the Parties to resolve their disagreements through negotiations, they are to submit the dispute for resolution to a court in accordance with the general rules of jurisdiction and agree to mandatory compliance with the pre-action dispute resolution procedure. The deadline for responding to a claim is 30 (thirty) calendar days after the date of its receipt in writing or in electronic format signed by an electronic digital signature.
11.2. The Parties undertake to inform each other within 10 (ten) calendar days of any changes in their banking details. In case of a failure to fulfill the said obligation by one of the Parties, the other Party shall not be held responsible for any consequences caused by such a failure.
11.3. By accepting the terms of the Sublicensing Agreement, the Sublicensee agrees to receive additional information and newsletters from the Copyright Holder and/or the Licensee at the e-mail address and phone number specified during registration, as well as the ones provided to the Licensee in the course of the Sublicensing Agreement's execution.
11.4. The Parties agreed on it being allowed to interact on issues related to the granting of rights via a messenger application using the mobile phone number provided by the Sublicensee. The Sublicensee confirms that all messages sent /actions performed in the messenger by persons who have access to the messenger account on the part of the Sublicensee are to be recognized as actions performed on behalf of and in the interests of the Sublicensee. The Sublicensee is responsible for any possible negative consequences of transferring to third parties the data allowing access to its account in the messenger.
11.4.1. The Sublicensee gives prior consent to receive from the Licensee and/or the Copyright Holder advertising and informational messages related to the PC software, Service Plans, updates, special offers and other products (services) of the Licensee and/or the Copyright Holder, at the e-mail address specified by the Sublicensee, as well as through messengers and other means of communication.
The Sublicensee is entitled to refuse to receive advertising messages at any time by sending a corresponding notice to the Licensee or in any other way defined in the relevant message or on the Licensee's website.
The refusal to receive advertising messages does not apply to official, technical and other messages sent in connection with the execution of this Agreement, access, payment, account security, changes in the terms of the Agreement or operation of the PC software.
11.5. By accepting the terms of the Sublicensing Agreement, the Sublicensee confirms that it has legitimate grounds for processing its information by means of PC software.
11.6. Any legal relations not regulated by the Sublicensing Agreement are subject to the legislation of the Republic of Uzbekistan.