Tashkent, November 6, 2025
This Sublicense Agreement (hereinafter referred to as the Sublicense Agreement) is an offer from ABRIS OPEN LLC, a legal entity under the laws of the Republic of Uzbekistan, located at 64a Labzak Street, Shaykhantakh District, Tashkent, Uzbekistan, hereinafter referred to as the Licensee, to a legal entity or individual, including a sole proprietor, hereinafter referred to as the Sublicensee.
The Sublicense Agreement is deemed concluded upon its acceptance by the Sublicensee. Acceptance for the purposes of the Sublicense Agreement is defined as the payment of royalties under the Sublicense Agreement or the commencement of use of the computer programs, whichever occurs first.
The Sublicense Agreement is posted online on the Licensee's website at now-we-talk.com.
1. TERMS AND DEFINITIONS1.1. Computer Program − the result of intellectual activity − the computer program "Kontur.Talk", designed for videoconferencing in a virtual room.
1.2. Price List − an integral part of the Sublicense Agreement, a document reflecting the Licensee's pricing policy and the composition of its tariff plans. The current version of the main Price List is published on the website now-we-talk.com. Supplementary Price Lists are published on the website or provided upon request by the Sublicensee.
1.3. Tariff Plan − the set of non-exclusive rights granted by the Licensee to use the computer program and/or the services provided. The composition of the tariff plans is determined by the Price List.
2. SUBJECT OF THE SUBLICENSE AGREEMENT2.1. The Licensee grants the Sublicensee the right to use the computer programs under a simple (non-exclusive) license within the limits stipulated by the Sublicense Agreement and the paid tariff plan, and the Sublicensee undertakes to accept and pay for the granted rights as established by the Sublicense Agreement.
2.2. Before using the computer programs, the Sublicensee is obligated to familiarize itself with the Copyright Holder's Mandatory Terms, which form an integral part of the Sublicense Agreement. Upon commencement of use of the computer programs, the Sublicensee unconditionally agrees to the Copyright Holder's terms and conditions and accepts them in full.
3. SCOPE OF RIGHTS GRANTED, METHODS AND CONDITIONS OF USE, PROCEDURE FOR GRANTING ACCESS3.1. The Licensee grants the Sub-Licensee the right to use the software by granting access to the Copyright Holder's server (account) in the following ways:
3.1.1. Reproduction of the graphical portion (working interface) on the screen of a personal computer and/or mobile device via a web browser;
3.1.2. Integration with the Sub-Licensee's information system by using integration modules (if provided for in the price list).
3.2. The Sub-Licensee is granted the right to use the software in Brazil, Vietnam, and Mexico.
3.3. The Sub-Licensee is granted the right to use the software for its own purposes according to its intended functionality.
3.4. The Sub-Licensee must have the following to use the software:
- an internet connection;
- an account on the Copyright Holder's service.
3.5. The Sub-Licensee is prohibited from:
- permitting the use of the software by persons not authorized to do so;
- disassembling, decompiling, adapting, or modifying the software;
- renting, leasing, or lending the software to third parties for profit, or committing other actions with respect to the software that violate Russian, Uzbek, and international copyright and software use laws.
3.6. Access to the software is deemed granted by the Licensee upon registration of the Sub-Licensee's account on the Copyright Holder's server. Access is provided by the Sub-Licensee independently. Access to the software functionality provided by the tariff plan is granted to the Sub-Licensee within five (5) business days of receipt of 100% of the royalty payment in the Licensee's bank account.
3.7. The scope of the granted right to use the software depends on the tariff plan paid by the Sub-Licensee.
4. EXCLUSIVE RIGHT. WARRANTIES OF THE LICENSEE AND THE COPYRIGHT HOLDER4.1. The exclusive right to the computer programs belongs to the Copyright Holder, JSC PF SKB Kontur (TIN/KPP 6663003127/997750001, 19A Narodnoy Voli Street, Yekaterinburg, 620144) (hereinafter referred to as the Copyright Holder). The Licensee has the right to transfer non-exclusive rights to use the computer programs under a license agreement concluded with the Copyright Holder. The computer programs are protected as intellectual property.
4.2. The registration of the Copyright Holder's rights to the computer programs is confirmed by certificates of state registration of rights, which are published on the Copyright Holder's website at https://kontur.ru/about/licences.
4.3. The computer programs are provided to the Licensee "as is." The Licensee does not provide any guarantees that the functionality of the computer programs will fully meet the expectations of the Sublicensee.
4.4. The Licensee warrants:
- that it has sufficient rights to enter into and execute the Sublicense Agreement.
4.5. The Copyright Holder warrants:
- that the computer programs do not contain any elements that violate the rights of third parties;
- that the computer programs do not contain any malicious, spyware, or software code designed to disable, disrupt, or perform unauthorized actions on a computer system, or to transmit any data from the user's computer without their prior notice and consent;
- that the information processed in the computer programs will be protected from unauthorized access;
- that the software on the Copyright Holder's server will be updated in a timely manner;
- that the computer programs will be available 24/7, except during maintenance, which is performed primarily at night to avoid negative consequences for the Sublicensee.
4.6. The Licensee informs the Sub-Licensee that the Copyright Holder reserves the right to modify or release a new version of the computer software at any time and for any reason, including to meet user needs or competitive requirements, or to comply with Russian Federation law. The Copyright Holder reserves the right to add new features and functionality to the computer software or remove existing features and functionality from the computer software.
5. RIGHTS AND RESPONSIBILITIES OF THE PARTIES5.1. Licensee's Obligations:
5.1.1. Ensuring the performance of the computer programs as provided for by the paid license;
5.1.2. Refraining from any actions that could interfere with the Sub-Licensee's normal use of the computer programs;
5.1.3. Maintaining the confidentiality of information that becomes known to the Licensee during the execution of the Sub-License Agreement.
5.2. Licensee's Rights:
5.2.1. Blocking access to the computer programs if the Sub-Licensee violates the terms of the Sub-License Agreement.
5.3. Sub-Licensee's Obligations:
5.3.1. Timely payment for the granted usage rights in the manner and within the timeframes established by the Sub-License Agreement;
5.3.2. Ensuring the safety and security of the Sub-Licensee's credentials and means of access to the account on the Copyright Holder's server;
5.3.3. Providing the Licensee with all information and documents necessary for the Licensee to fulfill its obligations under the Sublicense Agreement;
5.3.4. Immediately contacting the Copyright Holder's technical support if the Sublicensee experiences technical problems that interfere with the normal use of the computer programs (technical support is provided in English).
5.4. Sublicensee's Rights:
5.4.1. Obtaining 24/7 access to the server for the purpose of using all the functionality of the computer programs provided for by the paid tariff plan, except during maintenance;
5.4.2. Submitting proposals for changes to the functionality of the computer programs;
5.4.3. Failure to submit reports on the use of the computer programs.
6. FINANCIAL TERMS. PROCEDURE FOR DELIVERY AND ACCEPTANCE OF GRANTED RIGHTS6.1. The price of the right to use computer software (royalty) is determined in accordance with the Price List and is set forth in the invoice, including VAT at the rate established by the Tax Code of the Republic of Uzbekistan, equal to 12%.
6.2. The Sublicensee shall pay the invoice within 10 (ten) business days of its receipt by depositing 100% of the amount specified in the invoice issued by the Licensee into the Licensee's bank account.
6.3. The invoice may be sent to the Licensee by email or electronically, signed with an electronic digital signature.
6.4. All payments under the Sublicense Agreement shall be made in US dollars.
6.5. If no reasoned refusal to accept the granted rights to use computer programs is received within 10 (ten) business days of the delivery of the Acceptance Certificate, the transferred rights are deemed to have been accepted by the Sub-Licensee in full.
6.6. A reasoned refusal to accept the rights and services may be sent to the Licensee by fax or email, followed by the original by mail, or electronically, signed with an electronic digital signature. After the expiration of the period specified for the reasoned refusal, the royalties paid by the Sub-Licensee are non-refundable.
7. RESPONSIBILITIES OF THE PARTIES. INFORMATION SECURITY AND CONFIDENTIALITY OF INFORMATION7.1. The Parties shall be liable for failure to fulfill or improper fulfillment of their obligations under the Sublicense Agreement in accordance with the laws of the Republic of Uzbekistan and the terms of the Sublicense Agreement. The Licensee shall be liable to the Sublicensee for any breach of warranties by the Copyright Holder (clause 4.6 of the Sublicense Agreement).
7.2. The Licensee shall not be liable for the Sublicensee's lack of internet connection, for the operation of computer programs on a faulty computer and/or mobile device, or a computer and/or mobile device infected with a computer virus, or for the Sublicensee's use of unlicensed software.
7.3. The Licensee shall not be liable for any direct or indirect damages, including lost profits, arising from the use of the computer programs.
7.4. The Licensee shall not be liable for the inability to use the computer programs due to reasons beyond the control of the Copyright Holder and/or the Licensee.
7.5. The Licensee shall not be liable for any damages incurred by the Sub-Licensee due to technical problems if the Sub-Licensee breaches the obligation set forth in paragraph 5.3.4 of the Sub-License Agreement.
7.6. The Licensee's total liability, including any damages (if the Sub-Licensee is entitled to compensation in a specific case), may not exceed the value of the rights granted by the Licensee to the Sub-Licensee under the Sub-License Agreement during the one year preceding the occurrence of the damages.
7.8. The Parties shall be released from liability for failure to perform or improper performance of the terms of the Sublicense Agreement in the event of force majeure circumstances, as defined in accordance with the legislation of the Republic of Uzbekistan, if they provide evidence that these circumstances prevented the fulfillment of obligations under the Sublicense Agreement. Such evidence shall include documents from the competent authorities of the Republic of Uzbekistan. From the moment the force majeure circumstances are eliminated, the Sublicense Agreement shall continue to operate as usual.
7.9. The Parties undertake to maintain the confidentiality of information classified by them as a trade secret in accordance with the legislation of the Republic of Uzbekistan and which becomes known to the Parties during the execution of the Sublicense Agreement.
7.10. The fact of concluding the Sublicense Agreement is not confidential information.
7.11. The Licensee undertakes to maintain the confidentiality of personal data that becomes known to it upon registration of the Sublicensee, during the provision of services, or otherwise.
8. REPRESENTATIONS OF CIRCUMSTANCES. USE OF THE PARTIES' LOGOS8.1. Each Party represents and confirms to the other Party that, at the time of entering into the Sublicense Agreement:
- is a duly registered legal entity/individual entrepreneur, is registered for tax purposes, and is lawfully operating in accordance with the laws of the Republic of Uzbekistan;
- is actually located at the address specified in the Unified State Register of Enterprises and Organizations (USRPO) of the Republic of Uzbekistan;
- has the authority, financial, material, and labor resources, as well as other conditions necessary to enter into the Sublicense Agreement and fulfill its obligations thereunder;
- all authority necessary to enter into the Sublicense Agreement and/or carry out actions in connection therewith has been duly obtained, including all necessary consents, permits, and approvals in accordance with the law.
8.2. The Parties confirm that:
- The Sublicense Agreement is entered into voluntarily, and the Parties have not been misled regarding the legal nature of the transaction and/or the legal consequences that arise or may arise in connection with the conclusion of the Sublicense Agreement;
- The Sublicense Agreement does not violate any intellectual property rights or other property rights of any third party;
- The Sublicense Agreement is entered into in accordance with the legislation of the Republic of Uzbekistan and is not a related-party transaction;
- Performance of the Sublicense Agreement does not entail a violation or failure to comply with the provisions of any other contracts, agreements, judicial or other injunctions or orders.
8.3. A Party that relied on false representations by the other Party has the right to terminate the Sublicense Agreement early, regardless of whether it has incurred losses, and to demand compensation for damages caused by the false representations.
8.4. The Parties have the right to use each other's names, trademarks, logos and other identifying marks of the Parties, as well as information about the fact of concluding a Sublicense Agreement, including by publishing on the websites of the Parties, publishing and quoting in the press, using in marketing materials, as well as in corporate publications: brochures about the company, examples, solutions, etc.; references to each other in interviews and presentations.
9. TERM OF THE SUBLICENSE AGREEMENT, PROCEDURE FOR ITS AMENDMENT AND TERMINATION9.1. The Sublicense Agreement shall enter into force upon acceptance of the terms of the Sublicense Agreement and shall remain in effect until the Parties have fully fulfilled their obligations thereunder.
9.2. The date specified in the preamble to the Sublicense Agreement shall be the date of publication of the Sublicense Agreement and shall not constitute the date of its conclusion with a specific Sublicensee.
9.3. The Licensee shall have the right to unilaterally amend the terms of the Sublicense Agreement by publishing them on the website now-we-talk.com.
9.4. In the event of a breach by the Sublicensee of the terms of the Sublicense Agreement, the Licensee shall have the right to terminate the Sublicense Agreement early and immediately block access to the server without prior notice to the Sublicensee.
9.5. Either Party may unilaterally terminate the Sublicense Agreement by notifying the other Party 30 (thirty) days prior to the intended termination date. The thirty-day period begins on the date of receipt by either Party of written notice of termination.
9.6. The Sublicensee's unilateral termination of the Sublicense Agreement in accordance with Section 9.5 of the Sublicense Agreement shall not result in the Licensee's access to the computer programs being blocked, nor shall it serve as grounds for a refund of royalties.
10. ADDITIONAL TERMS10.1. All disputes and disagreements arising in connection with the execution and/or interpretation of the Sublicense Agreement shall be resolved by the Parties through negotiations. If the Parties are unable to resolve the disagreement through negotiations, the dispute shall be resolved in arbitration in accordance with the general rules of jurisdiction, with mandatory compliance with the claims procedure for dispute resolution. The response period to a claim is 30 (thirty) calendar days from the date of its receipt in writing or electronically, certified by an electronic digital signature.
10.2. The Parties undertake to inform each other within 10 (ten) calendar days of any changes to their details, as well as of any decisions concerning their liquidation or reorganization as a legal entity. In the event of failure by one of the Parties to fulfill this obligation, the other Party shall not be liable for the consequences of such failure.
10.3. By accepting the terms of the Sublicense Agreement, the Sublicensee consents to receive additional information and newsletters from the Copyright Holder and/or the Licensee via the email address and phone number specified during registration and provided to the Licensee during the execution of the Sublicense Agreement.
10.4. The parties agree to communicate on matters related to the granting of rights via messenger using the mobile phone number provided by the Sublicensee. The Sublicensee confirms that all messages/actions made via messenger by persons with access to the Sublicensee's messenger account are deemed to be actions made on behalf of and in the interests of the Sublicensee. The Sublicensee is responsible for all possible negative consequences of transferring data allowing access to its messenger account to third parties.
10.5. By accepting the terms of the Sublicense Agreement, the Sublicensee confirms that it has legal grounds to process its information using computer software.
10.6. Legal relations not regulated by the Sublicense Agreement are governed by the laws of the Republic of Uzbekistan.