License terms TTL
Database License and Technical Support Agreement Customer, on the one part, and Topos-Expert Limited Liability Company in the person of its Executive Director V.A.Blatov, acting on the basis of the Charter, hereinafter referred to as Contractor, on the other part, have hereby agreed as follows: 1. DEFINITIONS Software means ToposPro software, supporting documentation, as described in the User Manual, as well as updates and upgrades, which Customer has installed and uses in accordance with the Sublicense Agreement for Software. Database means «TTL collection», supporting documentation, as described in the User Manual, as well as updates and upgrades, which Customer has installed and uses in accordance with the Sublicense Agreement for Database. Products – Software and Database. Sublicense Agreement for Software - Topos-Expert LLC End-User Sublicense Agreement defining the Terms of the Software Use, which Customer made with the Contractor while installing the Software on its Computer. Sublicense Agreement for Database - Topos-Expert LLC End-User Sublicense Agreement defining the Terms of the Database Use, which constitutes an integral part of this Agreement (Supplement No. 1). Software license means the right of the User to use the Software in compliance with Sublicense Agreement for Software. Database license means the right of the User to use the Database in compliance with Sublicense Agreement for Database. Computer means an operating system, a virtual machine, or hardware for the operation, installation and/or use of the Products. Update(s) mean all the improvements, adjustments, enhancements and/or modifications of the Products. User Manual means all the hard copy and other supporting documentation, User Manual, reference, help file, and similar hard copy and electronic documentation for the Products. Problem means any event reported by the Customer that is not part of the Products' standard operation and which causes or may cause an interruption to, or a reduction on, the quality of service provided by the Products. Customer's Error means Customer's inappropriate actions while installing or using the Products that caused a Problem. 2. SUBJECT OF THE AGREEMENT 2.1. Contractor shall transfer the Customer the right to use the Database on the terms and according to the procedure stipulated in Sublicense Agreement for Database and provide Products' technical support specified in Clause 3.1. hereof as assigned by Customer, and Customer shall pay the Contractor a corresponding fee. 2.2. This Agreement shall be valid during 12 months. The Database license shall be provided to the Customer for the same period. 2.3. Technical support as stipulated herein shall be provided to the Customer via e-mail, in English or in Russian (according to the Customer's preferences). 2.4. User shall have the right to use the Database as well as results obtained with its help, including extracting materials from the Database and using them further, for the purposes of education and science exclusively. User shall not have the right to use the Database and the results obtained with its help to make profit (for commercial purposes). or Customer shall have the right to use the Database as well as results obtained with its help, including extracting materials from the Database and using them further, to make profit (for commercial purposes). 3. RIGHTS AND OBLIGATIONS OF THE PARTIES 3.1. Contractor shall: 3.1.1. Grant Customer with the non-exclusive Database license on the terms and according to the procedure stipulated in the Sublicense Agreement for Database within three (3) days from the date when 100% of the fee is deposited to the Contractor's bank account. Contractor's obligation to transfer Database shall be deemed fulfilled and the rights to use Database transferred to the Customer from the moment of sending the registration data necessary for download and installation of the Database to Customer's e-mail. 3.1.2. Provide Customer with the opportunity to download a Database Update at least one (1) time per year. Contractor shall inform the Customer about the available Database Update via e-mail while sending the registration data necessary for download and installation of the Update to the Customer's e-mail. 3.1.3. Provide Customer with the opportunity to download free Software updates as available. The period between Update releases shall be set by the Contractor. Contractor shall inform Customer about the available Software Update via e-mail while sending the registration data necessary for download and installation of the Update to Customer's e-mail. 3.1.4. Provide training for Customer and/or his employees to communicate the principles and methodology of using the Products to enable Customer to achieve most effective results while using the Products. Training is provided as follows: • By providing Customer with training materials in electronic form, including User Manual; • By organizing webinars. Periods, topics, number of participants, entry list, webinars duration shall be set by the Contractor. The opportunity of organizing webinars upon the Customer's individual request, individual training for Customer and/or its employees, including internship at the Contractor shall be stipulated in an additional agreement between the Parties. 3.1.5. Provide Customer with technical and consulting support for the Products' installation and adjustment. 3.1.6. Provide Customer with technical and consulting support to solve Problems in order to ensure Products' standard performance, including: • in case of errors influencing the Products performance; • in case of errors and questions concerning the Database and Software Updates; • in case lost or damaged License data need to be restored. When Customer informs Contractor about a Problem, the latter supports Customer in one of the following ways: • by providing information on how to solve or go round and solve the Problem without assistance; • by developing a debug module and submitting it to the Customer by electronic communication means in case the aforementioned procedure is not applicable; • by using remote access to the Customer's Computer to solve the Problem by Contractor's means and opportunities in case the aforementioned procedures are not applicable. 3.1.7. Provide consultation concerning the Problems caused by Customer's Errors. In case Contractor, having studied the Problem, finds out it was caused by Customer's Error, Contractor shall inform Customer about the nature of the Error and how the Products should be appropriately used to achieve most effective results. In case Customer believes the Problem to be a result of an error in the Products whereas Customer having conducted an examination insists that the Problem is caused by Customer's Error, Contractor shall have the right to make a conclusive decision. Following notification of the Customer as to what the nature of the Customer's Error is and how the Products should be used to achieve most effective results, the Contractor's obligation stipulated herein shall be deemed fulfilled. 3.1.8. Send Customer a confirmation of order receipt within 2 days of receipt. 3.2. The terms to fulfill Customer's orders shall depend on the content of the services requested for but shall not exceed 10 from the order receipt except when a specific term is provided hereunder for certain cases. 3.3. Contractor may provide services hereunder with the involvement of third parties. 3.4. Customer shall: 3.4.1. Download and install on its Computer Software and Database versions current as of the date of signing this Agreement. Entering into this Agreement implies the Customer's consent with the terms of Sublicense Agreements for Software and Database. 3.4.2. Download and install Software and Database Updates on its Computer as they shall be made available. Technical support services specified in Clause 3.1. hereof shall only be provided in case the Customer installs the latest Products' Updates. Updates shall be integral part of the Products; this Agreement shall therefore be applicable to any Update. Having installed an Update, the Customer may no longer use the Products' original version that was updated, except for cases when this version is part of the updated Products. 3.4.3. Provide Contractor with all the information that the latter might need when fulfilling the Customer's order, including remote access to the Customer's Computer in order to solve the Problem. In case Customer refuses to submit this information, Customer shall bear the risk of not getting the Contractor's support. 3.4.4. Send an application to Contractor's e-mail in case Products' technical support is needed, while obligatory using receipt confirm function provided by e-mail service. The application shall contain information as follows: • customer's task, i.e. specification of the Problem and/or assistance needed; • desired term for rendering service. 3.5. Customer shall not have the right to demand that Contractor should render services not specified in Clause 3.1. hereof. Parties shall make an additional agreement hereto to provide for additional services. 3.6. In case Contractor has to conduct scientific research using Products on its own or provide consulting as to interpreting the data received as a result of scientific research using the Products, the Customer shall have the right to offer the Contractor a contract, providing for Contractor's conducting scientific research as described in the Customer's statement of work, creative interpretation and discussion of the results in writing. In case of the Contractor's consent, Parties shall sign a commissioning agreement. 4. CONTRACTOR'S FEE AND PAYMENT METHOD 4.1. Contractor's fee hereunder constitutes $149. 4.2. The fee set in 4.1. hereof shall be paid by the Customer in full within 5 days upon signing this Agreement. 4.3. The payment of the fee shall be effected by the Commissioner by means of transferring the amount to the current Contractor's account via payment acceptance form on the website http://topospro.com. 4.4. Contractor's obligations to grant the Database license and provide Products' technical support as specified in Section 3 hereof, shall occur only after payment of the fee is effected in full amount. 5. AMENDMENT PROCEDURE AND TERMINATION. LIABILITY OF THE PARTIES 5.1. This Agreement shall come into effect upon signature hereof by the Parties. 5.2. Any amendments and supplements hereto shall be valid provided they are made in writing and signed by Parties or duly authorized representatives of the Parties. The Parties agree that the requirement of executing this Agreement, as well as all amendments and supplements hereto in writing shall be fulfilled by means of exchanging the documents via e-mail while using the confirm receipt feature provided by the e-mail service provider. Contractor's e-mail: blatov@topospro.com. Documents shall be sent as scans including all the necessary details and attributes confirming with assurance that such a document is issued by the Party hereof (including signatures and seals). 5.3. Parties shall have the right to early terminate this Agreement upon mutual consent. 5.4. Contractor shall have the right to terminate this Agreement on a unilateral basis, having notified Customer in writing, in the following cases: • if the Customer violates the terms of Software and/or Database licenses. In this case the amount of the fee specified in Clause 4.1. hereof shall not be returned to the Customer; • if Customer does not fulfill the obligations provided for in Clauses 3.4.1. - 3.4.3. hereof. In this case Contractor shall have the right to keep the part of the fee corresponding to the number of months (or days) from the date of Agreement becoming effective. The rest of the fee shall be returned to the Customer. 5.5. Customer shall have the right to terminate this Agreement on a unilateral basis, having notified the Contractor in writing, if Contractor misses the deadline for providing services stipulated in Clause 3.2. hereof substantially. Substantial shall be construed as repeatedly extending the period in over 2 times. 5.6. Party that failed to fulfill or fulfilled the obligations hereunder improperly shall compensate the other Party for losses inflicted by such failure. 5.7. Contractor's and Customer's liability as to granting and using Software and Database licenses shall be specified in accordance with the Sublicense Agreements. 6. FINAL CLAUSES 6.1. Any additional programming code, software component, including debug module, provided to Customer as part of technical support services shall be deemed to be part of the Software and/or Database and shall be used in accordance with the corresponding Sublicense Agreements. 6.2. The terms and provisions of this Agreement shall be confidential and not subject to disclosure. 6.3. Force majeure circumstances (unforeseen circumstances beyond reasonable control) that are not the responsibility of Parties (natural disasters, strikes, wars, passing by the public bodies of laws and bylaws hindering the performance hereunder, etc.) shall release the Party that failed to fulfill its obligations hereunder because of the aforementioned circumstances of any liability for such failure to fulfill these obligations in due time. Should such circumstances last for over two months, each Party shall have the right to withdraw from fulfilling its obligations hereunder. 6.4. This Agreement is executed in the Russian and English languages. In case of discrepancy between the Russian and the English texts, the Russian version shall prevail. 6.5. All the issues not regulated herein shall be settled by the Parties in accordance with the legislation of the Russian Federation. 6.6. Any disputes and disagreements that might arise between the Parties in relation to issues not stipulated herein, shall be settled by way of negotiation. 6.7. In case of disagreements not settled by way of negotiations, disputes shall be resolved according to the procedure set by the current Russian legislation in the Arbitration Court of Samara Region, Russian Federation. 6.8. Supplements: Supplement No. 1 - Sublicense Agreement for Database Supplement No. 1 to the Database License and Technical Support Agreement Topos-Expert LLC End-User Sublicense Agreement defining the Terms of the Database Use This End-User Sublicense Agreement (hereinafter referred to as Agreement) is legally binding and shall regulate the relations between Topos-Expert Limited Liability Company and You (User). WARNING! Please read the terms of this Agreement carefully before using the Database. Pressing the confirmation button in the window displaying the text of the Agreement when installing the Database or typing the corresponding symbol(s) constitutes acceptance of all terms and conditions of this Agreement. You should cancel the installation if you do not agree with the terms hereof. In case there is a written license agreement or a similar document between You and Topos-Expert LLC, the terms of use of the Database stipulated therein shall prevail over the terms of this Agreement. 1. Definitions 1.1. Database means «TTL collection», supporting documentation, as described in the User Manual, as well as updates and upgrades. 1.2. Copyright Owners (exclusive owners of the Database) means citizens of the Russian Federation Blatov V.A. and Shevchenko A.P. 1.3. Licensee means Topos-Expert LLC, an organization providing Users with the rights to use the Database, distributing the Database and providing technical support pursuant to the license agreement with the Copyright Owners. 1.4. License means the right of User to use the Database in compliance herewith. 1.5. Computer means an operating system, a virtual machine, or hardware for the operation, installation and/or use of the Database. 1.6. User (You) means an individual installing or using the Database in their own name or being in legal ownership of a copy of the Database. In case the Database is downloaded or purchased in the name of a legal entity, the term User (You) shall hereinafter refer to a legal entity for which the Database has been downloaded or purchased and which has commissioned an individual to accept this Agreement in its name. 1.7. Update(s) mean all the improvements, adjustments, enhancements and/or modifications of the Database. 1.8. User Manual means all the hard copy and other supporting documentation, User Manual, reference, help file, and similar hard copy and electronic documentation which are in exclusive ownership of the Copyright Owners. 2. Granting the License 2.1. You shall be provided with a non-exclusive License to install and use the Database to conduct scientific research described in the User Manual, provided You comply with all technical requirements described in the User Manual as well as all restrictions and terms of use of Database stipulated herein. 2.2. Under the License You shall have the right to install and run one copy of the Database on one computer for simultaneous use by one person. 2.3. User shall have the right to use the Database as well as results obtained with its help for the purposes of education and science exclusively. User shall not have the right to use the Database and the results obtained with its help to make profit (for commercial purposes). А written license agreement between Licensee and User can stipulate the User's right to use the Database and the results obtained with its help to make profit (for commercial purposes). 2.4. You shall have the right to make a copy of the Database provided this copy shall only be used to make backups and to replace the copy legally obtained in case the original gets lost, destroyed or unusable. Such copy may not be used for other purposes and must be destroyed in case You are no longer a legal owner of the Database. 2.5. Licensee hereby guarantees that no elements in violation of rights of third parties are used in the Database. 2.6. License term shall be set in accordance with the written Database License and Technical Support Agreement between You and Licensee. In case no such agreement has been signed, the term deems to equal one (1) month. 3. Restrictions 3.1. Copyright Owners and Licensee reserve all the rights that are not provided explicitly herein. In particular, this License does not grant You the right to: hire, lend, or provide the Database for temporary use; transfer the right to use the Database or the Database itself to third parties; try to go round the Database protection tools; publish, copy the Database (except making an authorized backup copy in accordance with 2.4. hereof); change the Database structure, the scope of information contained therein; fix errors in the Database; provide technical support of the Database on your own. 3.2. Any use of the Database or its components in violation of the terms hereof shall constitute an abuse of intellectual property rights of Copyright Owners and/or Licensee and shall give a ground to deprive You of the right to use the Database granted in accordance herewith without prior notice and without any damages whatsoever. 3.3. When using the results of research obtained with the help of the Database (including presenting, distributing, publishing, translating, making them available to general public, etc.), User shall be obliged to announce that the research has been conducted with the help of the Database indicating the copyright of Copyright Owners and providing the link to the article Blatov V. A., Shevchenko A.P., Proserpio D.M. // Cryst. Growth Des., 2014, 14, 3576. 4. Limited Warranty and Warranty Disclaimers 4.1. Licensee hereby guarantees that the Database shall perform in accordance with the description provided in the User Manual. 4.2. You hereby agree that the Database is not uninterrupted or error-free and You are recommended to make backups of your files. 4.3. Licensee shall not be liable for the improper performance of the Database in case the terms provided in the User Manual are violated as well as in case User does not conform to the terms of this Agreement. 4.4. Copyright Owners and Licensee shall not be liable to User for improper performance of the Database in case User does not upgrade the Database. 4.5. Apart from the limited warranty provided for in this Section, the Database shall be delivered "AS IS". Copyright Owner and Licensee provide no warranty whatsoever for its use or performance. To the fullest extent permitted by applicable law, Copyright Owners and Licensee disclaim all warranties, terms (whether express or implied) whatsoever including without limitation all implied warranties of non-infringement of third parties rights, merchantability, satisfactory quality, integration, or fitness for any particular purpose. User hereby agrees that User shall bear responsibility for choosing the Database to obtain the necessary results, for installing and using the Database as well as for results obtained with the help of the Database. 4.6. Licensee does not warrant that the Database or the results of scientific research conducted with the Database will meet User's requirements and expectations. 5. Liability of the Parties 5.1. To the fullest extent permitted by applicable law, in no event shall Copyright Owners and/or Licensee be liable for any losses and/or damages inflicted to User or third parties (including losses in connection with shortfall in profits, loss of information, or any other material damages) arising in connection with using or incapability to use the Database, even if any Copyright Owners and/or Licensee have been advised of the possibility of such losses and/or damages. 5.2. User shall bear civil, administrative, or criminal responsibility for violation of the terms hereof, copyright, exclusive or other rights of Copyright Owners and/or Licensee in accordance with the legislation. 6. Intellectual Property Rights 6.1. You hereby agree that the Database, documentation, like other copyright items, as well as systems, ideas, work methodology, other information contained in the Database, trademarks are items of intellectual property of Copyright Owners or Licensee. This Agreement does not grant You any rights to use the items of intellectual property including the trademarks of Copyright Owners or Licensee apart from the rights granted to You by Licensee. 7. Applicable Law 7.1. This Agreement is regulated in accordance with the law of the Russian Federation. 7.2. In case disagreements arise in the course of negotiations that cannot be solved, all disagreements shall be settled in the Arbitration Court of Samara Region, Russian Federation. 8. Licensee's Contact Information Topos-Expert LLC E-mail: topospro@topospro.com Mail: Revolyutsionnaya St. 70, of. 50, 443080, Samara, Russia Phone: +7(846)3356798 Fax: +7(846)3345417
Database License and Technical Support Agreement Customer, on the one part, and Topos-Expert Limited Liability Company in the person of its Executive Director V.A.Blatov, acting on the basis of the Charter, hereinafter referred to as Contractor, on the other part, have hereby agreed as follows: 1. DEFINITIONS Software means ToposPro software, supporting documentation, as described in the User Manual, as well as updates and upgrades, which Customer has installed and uses in accordance with the Sublicense Agreement for Software. Database means «TTL collection», supporting documentation, as described in the User Manual, as well as updates and upgrades, which Customer has installed and uses in accordance with the Sublicense Agreement for Database. Products – Software and Database. Sublicense Agreement for Software - Topos-Expert LLC End-User Sublicense Agreement defining the Terms of the Software Use, which Customer made with the Contractor while installing the Software on its Computer. Sublicense Agreement for Database - Topos-Expert LLC End-User Sublicense Agreement defining the Terms of the Database Use, which constitutes an integral part of this Agreement (Supplement No. 1). Software license means the right of the User to use the Software in compliance with Sublicense Agreement for Software. Database license means the right of the User to use the Database in compliance with Sublicense Agreement for Database. Computer means an operating system, a virtual machine, or hardware for the operation, installation and/or use of the Products. Update(s) mean all the improvements, adjustments, enhancements and/or modifications of the Products. User Manual means all the hard copy and other supporting documentation, User Manual, reference, help file, and similar hard copy and electronic documentation for the Products. Problem means any event reported by the Customer that is not part of the Products' standard operation and which causes or may cause an interruption to, or a reduction on, the quality of service provided by the Products. Customer's Error means Customer's inappropriate actions while installing or using the Products that caused a Problem. 2. SUBJECT OF THE AGREEMENT 2.1. Contractor shall transfer the Customer the right to use the Database on the terms and according to the procedure stipulated in Sublicense Agreement for Database and provide Products' technical support specified in Clause 3.1. hereof as assigned by Customer, and Customer shall pay the Contractor a corresponding fee. 2.2. This Agreement shall be valid during 12 months. The Database license shall be provided to the Customer for the same period. 2.3. Technical support as stipulated herein shall be provided to the Customer via e-mail, in English or in Russian (according to the Customer's preferences). 2.4. User shall have the right to use the Database as well as results obtained with its help, including extracting materials from the Database and using them further, for the purposes of education and science exclusively. User shall not have the right to use the Database and the results obtained with its help to make profit (for commercial purposes). or Customer shall have the right to use the Database as well as results obtained with its help, including extracting materials from the Database and using them further, to make profit (for commercial purposes). 3. RIGHTS AND OBLIGATIONS OF THE PARTIES 3.1. Contractor shall: 3.1.1. Grant Customer with the non-exclusive Database license on the terms and according to the procedure stipulated in the Sublicense Agreement for Database within three (3) days from the date when 100% of the fee is deposited to the Contractor's bank account. Contractor's obligation to transfer Database shall be deemed fulfilled and the rights to use Database transferred to the Customer from the moment of sending the registration data necessary for download and installation of the Database to Customer's e-mail. 3.1.2. Provide Customer with the opportunity to download a Database Update at least one (1) time per year. Contractor shall inform the Customer about the available Database Update via e-mail while sending the registration data necessary for download and installation of the Update to the Customer's e-mail. 3.1.3. Provide Customer with the opportunity to download free Software updates as available. The period between Update releases shall be set by the Contractor. Contractor shall inform Customer about the available Software Update via e-mail while sending the registration data necessary for download and installation of the Update to Customer's e-mail. 3.1.4. Provide training for Customer and/or his employees to communicate the principles and methodology of using the Products to enable Customer to achieve most effective results while using the Products. Training is provided as follows: • By providing Customer with training materials in electronic form, including User Manual; • By organizing webinars. Periods, topics, number of participants, entry list, webinars duration shall be set by the Contractor. The opportunity of organizing webinars upon the Customer's individual request, individual training for Customer and/or its employees, including internship at the Contractor shall be stipulated in an additional agreement between the Parties. 3.1.5. Provide Customer with technical and consulting support for the Products' installation and adjustment. 3.1.6. Provide Customer with technical and consulting support to solve Problems in order to ensure Products' standard performance, including: • in case of errors influencing the Products performance; • in case of errors and questions concerning the Database and Software Updates; • in case lost or damaged License data need to be restored. When Customer informs Contractor about a Problem, the latter supports Customer in one of the following ways: • by providing information on how to solve or go round and solve the Problem without assistance; • by developing a debug module and submitting it to the Customer by electronic communication means in case the aforementioned procedure is not applicable; • by using remote access to the Customer's Computer to solve the Problem by Contractor's means and opportunities in case the aforementioned procedures are not applicable. 3.1.7. Provide consultation concerning the Problems caused by Customer's Errors. In case Contractor, having studied the Problem, finds out it was caused by Customer's Error, Contractor shall inform Customer about the nature of the Error and how the Products should be appropriately used to achieve most effective results. In case Customer believes the Problem to be a result of an error in the Products whereas Customer having conducted an examination insists that the Problem is caused by Customer's Error, Contractor shall have the right to make a conclusive decision. Following notification of the Customer as to what the nature of the Customer's Error is and how the Products should be used to achieve most effective results, the Contractor's obligation stipulated herein shall be deemed fulfilled. 3.1.8. Send Customer a confirmation of order receipt within 2 days of receipt. 3.2. The terms to fulfill Customer's orders shall depend on the content of the services requested for but shall not exceed 10 from the order receipt except when a specific term is provided hereunder for certain cases. 3.3. Contractor may provide services hereunder with the involvement of third parties. 3.4. Customer shall: 3.4.1. Download and install on its Computer Software and Database versions current as of the date of signing this Agreement. Entering into this Agreement implies the Customer's consent with the terms of Sublicense Agreements for Software and Database. 3.4.2. Download and install Software and Database Updates on its Computer as they shall be made available. Technical support services specified in Clause 3.1. hereof shall only be provided in case the Customer installs the latest Products' Updates. Updates shall be integral part of the Products; this Agreement shall therefore be applicable to any Update. Having installed an Update, the Customer may no longer use the Products' original version that was updated, except for cases when this version is part of the updated Products. 3.4.3. Provide Contractor with all the information that the latter might need when fulfilling the Customer's order, including remote access to the Customer's Computer in order to solve the Problem. In case Customer refuses to submit this information, Customer shall bear the risk of not getting the Contractor's support. 3.4.4. Send an application to Contractor's e-mail in case Products' technical support is needed, while obligatory using receipt confirm function provided by e-mail service. The application shall contain information as follows: • customer's task, i.e. specification of the Problem and/or assistance needed; • desired term for rendering service. 3.5. Customer shall not have the right to demand that Contractor should render services not specified in Clause 3.1. hereof. Parties shall make an additional agreement hereto to provide for additional services. 3.6. In case Contractor has to conduct scientific research using Products on its own or provide consulting as to interpreting the data received as a result of scientific research using the Products, the Customer shall have the right to offer the Contractor a contract, providing for Contractor's conducting scientific research as described in the Customer's statement of work, creative interpretation and discussion of the results in writing. In case of the Contractor's consent, Parties shall sign a commissioning agreement. 4. CONTRACTOR'S FEE AND PAYMENT METHOD 4.1. Contractor's fee hereunder constitutes $149. 4.2. The fee set in 4.1. hereof shall be paid by the Customer in full within 5 days upon signing this Agreement. 4.3. The payment of the fee shall be effected by the Commissioner by means of transferring the amount to the current Contractor's account via payment acceptance form on the website http://topospro.com. 4.4. Contractor's obligations to grant the Database license and provide Products' technical support as specified in Section 3 hereof, shall occur only after payment of the fee is effected in full amount. 5. AMENDMENT PROCEDURE AND TERMINATION. LIABILITY OF THE PARTIES 5.1. This Agreement shall come into effect upon signature hereof by the Parties. 5.2. Any amendments and supplements hereto shall be valid provided they are made in writing and signed by Parties or duly authorized representatives of the Parties. The Parties agree that the requirement of executing this Agreement, as well as all amendments and supplements hereto in writing shall be fulfilled by means of exchanging the documents via e-mail while using the confirm receipt feature provided by the e-mail service provider. Contractor's e-mail: blatov@topospro.com. Documents shall be sent as scans including all the necessary details and attributes confirming with assurance that such a document is issued by the Party hereof (including signatures and seals). 5.3. Parties shall have the right to early terminate this Agreement upon mutual consent. 5.4. Contractor shall have the right to terminate this Agreement on a unilateral basis, having notified Customer in writing, in the following cases: • if the Customer violates the terms of Software and/or Database licenses. In this case the amount of the fee specified in Clause 4.1. hereof shall not be returned to the Customer; • if Customer does not fulfill the obligations provided for in Clauses 3.4.1. - 3.4.3. hereof. In this case Contractor shall have the right to keep the part of the fee corresponding to the number of months (or days) from the date of Agreement becoming effective. The rest of the fee shall be returned to the Customer. 5.5. Customer shall have the right to terminate this Agreement on a unilateral basis, having notified the Contractor in writing, if Contractor misses the deadline for providing services stipulated in Clause 3.2. hereof substantially. Substantial shall be construed as repeatedly extending the period in over 2 times. 5.6. Party that failed to fulfill or fulfilled the obligations hereunder improperly shall compensate the other Party for losses inflicted by such failure. 5.7. Contractor's and Customer's liability as to granting and using Software and Database licenses shall be specified in accordance with the Sublicense Agreements. 6. FINAL CLAUSES 6.1. Any additional programming code, software component, including debug module, provided to Customer as part of technical support services shall be deemed to be part of the Software and/or Database and shall be used in accordance with the corresponding Sublicense Agreements. 6.2. The terms and provisions of this Agreement shall be confidential and not subject to disclosure. 6.3. Force majeure circumstances (unforeseen circumstances beyond reasonable control) that are not the responsibility of Parties (natural disasters, strikes, wars, passing by the public bodies of laws and bylaws hindering the performance hereunder, etc.) shall release the Party that failed to fulfill its obligations hereunder because of the aforementioned circumstances of any liability for such failure to fulfill these obligations in due time. Should such circumstances last for over two months, each Party shall have the right to withdraw from fulfilling its obligations hereunder. 6.4. This Agreement is executed in the Russian and English languages. In case of discrepancy between the Russian and the English texts, the Russian version shall prevail. 6.5. All the issues not regulated herein shall be settled by the Parties in accordance with the legislation of the Russian Federation. 6.6. Any disputes and disagreements that might arise between the Parties in relation to issues not stipulated herein, shall be settled by way of negotiation. 6.7. In case of disagreements not settled by way of negotiations, disputes shall be resolved according to the procedure set by the current Russian legislation in the Arbitration Court of Samara Region, Russian Federation. 6.8. Supplements: Supplement No. 1 - Sublicense Agreement for Database Supplement No. 1 to the Database License and Technical Support Agreement Topos-Expert LLC End-User Sublicense Agreement defining the Terms of the Database Use This End-User Sublicense Agreement (hereinafter referred to as Agreement) is legally binding and shall regulate the relations between Topos-Expert Limited Liability Company and You (User). WARNING! Please read the terms of this Agreement carefully before using the Database. Pressing the confirmation button in the window displaying the text of the Agreement when installing the Database or typing the corresponding symbol(s) constitutes acceptance of all terms and conditions of this Agreement. You should cancel the installation if you do not agree with the terms hereof. In case there is a written license agreement or a similar document between You and Topos-Expert LLC, the terms of use of the Database stipulated therein shall prevail over the terms of this Agreement. 1. Definitions 1.1. Database means «TTL collection», supporting documentation, as described in the User Manual, as well as updates and upgrades. 1.2. Copyright Owners (exclusive owners of the Database) means citizens of the Russian Federation Blatov V.A. and Shevchenko A.P. 1.3. Licensee means Topos-Expert LLC, an organization providing Users with the rights to use the Database, distributing the Database and providing technical support pursuant to the license agreement with the Copyright Owners. 1.4. License means the right of User to use the Database in compliance herewith. 1.5. Computer means an operating system, a virtual machine, or hardware for the operation, installation and/or use of the Database. 1.6. User (You) means an individual installing or using the Database in their own name or being in legal ownership of a copy of the Database. In case the Database is downloaded or purchased in the name of a legal entity, the term User (You) shall hereinafter refer to a legal entity for which the Database has been downloaded or purchased and which has commissioned an individual to accept this Agreement in its name. 1.7. Update(s) mean all the improvements, adjustments, enhancements and/or modifications of the Database. 1.8. User Manual means all the hard copy and other supporting documentation, User Manual, reference, help file, and similar hard copy and electronic documentation which are in exclusive ownership of the Copyright Owners. 2. Granting the License 2.1. You shall be provided with a non-exclusive License to install and use the Database to conduct scientific research described in the User Manual, provided You comply with all technical requirements described in the User Manual as well as all restrictions and terms of use of Database stipulated herein. 2.2. Under the License You shall have the right to install and run one copy of the Database on one computer for simultaneous use by one person. 2.3. User shall have the right to use the Database as well as results obtained with its help for the purposes of education and science exclusively. User shall not have the right to use the Database and the results obtained with its help to make profit (for commercial purposes). А written license agreement between Licensee and User can stipulate the User's right to use the Database and the results obtained with its help to make profit (for commercial purposes). 2.4. You shall have the right to make a copy of the Database provided this copy shall only be used to make backups and to replace the copy legally obtained in case the original gets lost, destroyed or unusable. Such copy may not be used for other purposes and must be destroyed in case You are no longer a legal owner of the Database. 2.5. Licensee hereby guarantees that no elements in violation of rights of third parties are used in the Database. 2.6. License term shall be set in accordance with the written Database License and Technical Support Agreement between You and Licensee. In case no such agreement has been signed, the term deems to equal one (1) month. 3. Restrictions 3.1. Copyright Owners and Licensee reserve all the rights that are not provided explicitly herein. In particular, this License does not grant You the right to: hire, lend, or provide the Database for temporary use; transfer the right to use the Database or the Database itself to third parties; try to go round the Database protection tools; publish, copy the Database (except making an authorized backup copy in accordance with 2.4. hereof); change the Database structure, the scope of information contained therein; fix errors in the Database; provide technical support of the Database on your own. 3.2. Any use of the Database or its components in violation of the terms hereof shall constitute an abuse of intellectual property rights of Copyright Owners and/or Licensee and shall give a ground to deprive You of the right to use the Database granted in accordance herewith without prior notice and without any damages whatsoever. 3.3. When using the results of research obtained with the help of the Database (including presenting, distributing, publishing, translating, making them available to general public, etc.), User shall be obliged to announce that the research has been conducted with the help of the Database indicating the copyright of Copyright Owners and providing the link to the article Blatov V. A., Shevchenko A.P., Proserpio D.M. // Cryst. Growth Des., 2014, 14, 3576. 4. Limited Warranty and Warranty Disclaimers 4.1. Licensee hereby guarantees that the Database shall perform in accordance with the description provided in the User Manual. 4.2. You hereby agree that the Database is not uninterrupted or error-free and You are recommended to make backups of your files. 4.3. Licensee shall not be liable for the improper performance of the Database in case the terms provided in the User Manual are violated as well as in case User does not conform to the terms of this Agreement. 4.4. Copyright Owners and Licensee shall not be liable to User for improper performance of the Database in case User does not upgrade the Database. 4.5. Apart from the limited warranty provided for in this Section, the Database shall be delivered "AS IS". Copyright Owner and Licensee provide no warranty whatsoever for its use or performance. To the fullest extent permitted by applicable law, Copyright Owners and Licensee disclaim all warranties, terms (whether express or implied) whatsoever including without limitation all implied warranties of non-infringement of third parties rights, merchantability, satisfactory quality, integration, or fitness for any particular purpose. User hereby agrees that User shall bear responsibility for choosing the Database to obtain the necessary results, for installing and using the Database as well as for results obtained with the help of the Database. 4.6. Licensee does not warrant that the Database or the results of scientific research conducted with the Database will meet User's requirements and expectations. 5. Liability of the Parties 5.1. To the fullest extent permitted by applicable law, in no event shall Copyright Owners and/or Licensee be liable for any losses and/or damages inflicted to User or third parties (including losses in connection with shortfall in profits, loss of information, or any other material damages) arising in connection with using or incapability to use the Database, even if any Copyright Owners and/or Licensee have been advised of the possibility of such losses and/or damages. 5.2. User shall bear civil, administrative, or criminal responsibility for violation of the terms hereof, copyright, exclusive or other rights of Copyright Owners and/or Licensee in accordance with the legislation. 6. Intellectual Property Rights 6.1. You hereby agree that the Database, documentation, like other copyright items, as well as systems, ideas, work methodology, other information contained in the Database, trademarks are items of intellectual property of Copyright Owners or Licensee. This Agreement does not grant You any rights to use the items of intellectual property including the trademarks of Copyright Owners or Licensee apart from the rights granted to You by Licensee. 7. Applicable Law 7.1. This Agreement is regulated in accordance with the law of the Russian Federation. 7.2. In case disagreements arise in the course of negotiations that cannot be solved, all disagreements shall be settled in the Arbitration Court of Samara Region, Russian Federation. 8. Licensee's Contact Information Topos-Expert LLC E-mail: topospro@topospro.com Mail: Revolyutsionnaya St. 70, of. 50, 443080, Samara, Russia Phone: +7(846)3356798 Fax: +7(846)3345417
