Public Offer

LICENSE AGREEMENT

on granting a simple non-exclusive license to use a computer program in SaaS mode

This License Agreement on granting a simple non-exclusive license to use a computer program in SaaS mode (hereinafter referred to as the "Agreement") is a public offer addressed to an interested legal entity or other business entity (including a foreign organization) which, in accordance with the legislation of its country of origin (incorporation) has the right to accept non-cash means of payment for goods/works/services sold by such a person via the Internet, and also has the right to exercise other rights and obligations provided by this Agreement, and should be considered as an official public offer CloudPayments International (legal entity incorporated under the laws of the Republic of Latvia, (reg. number: 50103762261, address: Jurmala, st. Engures 5A-4, LV-2016), hereinafter referred to as the Licensor - to conclude the agreement as the Licensee. Hereinafter, the Licensor and the Licensee are collectively referred to as the Parties, and each separately - the Party.

DEFINITIONS

Licensee – a legal entity or other business entity (including a foreign organization) which, in accordance with the legislation of its country of origin (incorporation) has the right to accept non-cash means of payment for goods/works/services sold by such a person via the Internet, and also has the right to exercise other rights and obligations provided by this Agreement and which one who has been granted by a simple non-exclusive license to use a computer program in SaaS mode.

Program, Software - a computer program, owned by the Licensor as a copyright holder.

System means the Licensor's hardware and software complex, consisting of computer and network equipment and data storage systems, with the Software installed and ready to use.

API means the software interface for interacting with the System for the Licensee to gain access to the Software use on the Website.

Website means the Licensor's website (a set of information (electronic documents, software, databases) consolidated at the same website address on the Internet), which is part of the System.

System Integration means the establishment of technological interaction between the Licensee's equipment and the System, carried out in accordance with the Licensor's requirements to gain access to the use of the Software functions and perform cloud computing.

Software Operating Environment means the hardware and communication channels in which the information used in the process of Software operation and modification is formed, collected, communicated and processed.

Software Operating Environment in the System means the Licensor's software and hardware complex, in which the information used in the process of Software operation and modification is formed, collected, communicated and processed.

Software Operating Environment Outside the System means the hardware used by the Licensee or third parties subject to the Licensor's consent, with the help of which the information used in the process of Software operation and modification is formed, collected, communicated and processed.

Acquirer Integration means the establishment of technological interaction between the System and the Acquirer's equipment carried out in accordance with the Licensor's requirements based on the Acquiring Agreement for payments by Cardholders, crediting funds to cards, gaining access to the use of the Software functions and making cloud computing.

Tariff (Tariff Plan) means a set of interrelated provisions, applied only in the aggregate, governing the procedure for calculating and paying the License Fee.

Token Database means a token database hosted in the Licensor's System with reference to the Card details and Card credentials, forming an integral part of the Software in the form of a functional module formed by the Licensee and other users of the Software during its use.

Acquiring Agreement means an acquiring agreement concluded between the Licensee and the Acquirer.

Bank Card, Payment Card (Card) means a non-cash payment instrument, which is an electronic means of payment intended for the Cardholder to perform transactions with funds held by the Issuer in accordance with the agreement concluded between the Issuer and the Cardholder.

Cardholder means an individual, including the one authorized by a legal entity, using the Card to perform transactions with funds held by the Issuer in accordance with the law regulations and the Agreement's conditions.

Acquirer means a settlement bank.

Issuer means the bank that issued the Card.

1. THE AGREEMENT CONCLUSION

1.1. The Licensee sends a counteroffer to the Licensor, and performs the following implicit actions in order to conclude an agreement:

1.1.1. Filling out and submitting the Licensee's Questionnaire in the form of Annex No 1 to the Agreement. The Questionnaire must contain the accurate information, which corresponds to reality, necessary for the fulfillment of the obligations of the Parties under the Agreement, as well as the Tariff (Tariff plan) agreed by the Parties in the process of preliminary negotiations. The signed and stamped Questionnaire shall be sent in a scanned (electronic/soft copy) version to the e-mail address, agreed between Parties, and also shall be sent in the original to the address specified in the details to the Agreement within 14 (fourteen) business days from the date of signing.
1.1.2. The Licensee independently resolves any disputes arising with third parties, in particular with tax and law enforcement agencies, in case of violation of the terms of this clause.The Licensee is obliged to reimburse the Licensor for losses incurred by the Licensor if the Licensee fails to comply with the terms of this clause of the Agreement. Losses include, among other things, losses in the form of property sanctions imposed on the Licensor by the authorized state bodies. Reimbursement occurs within 30 (thirty) calendar days from the date of receipt of the corresponding written request by the Licensee.

1.2. The Licensor accepts the counteroffer of the Licensee. Licensee sent counteroffer after reading the public offer of the Licensor.

1.3. The rights and obligations of the Parties under the Agreement arise from the moment of the conclusion of the Agreement.

1.4. The Licensee undertakes to provide the Licensor with information that corresponds to reality.

1.5. By concluding the Agreement, the Licensee hereby confirms and assures the Licensor that:

1.5.1. possesses the necessary material and technical base to fulfill the obligations under the Agreement;
1.5.2. the Licensee has obtained all consents and (or) permissions to conclude such a transaction in the event the conclusion and execution of the Agreement is an interested party transaction or a major transaction;
1.5.3. the Licensee has approved a due diligence procedure for the selection of a counterparty;
1.5.4. conducts its activities in accordance with the current legislation of the country of incorporation, including tax legislation, considering the judicial practice of its interpretation and application by courts and state bodies;
1.5.5. by concluding and executing the Agreement, acts without intent to cause harm (loss) to the Licensor and (or) third parties, does not abuse rights and does not act to the detriment of public order and (or) in order to distort the information provided to the Licensor, to any third parties, including public authorities, and also does not intend to evade payment of taxes, payments and fees established by the legislation of the country of incorporation in the process of fulfilment of the Agreement;
1.5.6. The Licensee assure that under all activities the tax and accounting documents is drawn up by the Licensee in an appropriate manner.

1.6. The agreement is considered concluded and come into force from the moment of acceptance, determined by the moment when the Licensee takes the above legal and actual actions.

2. SUBJECT OF THE AGREEMENT

2.1.The Licensor shall grant to the Licensee a non-exclusive (simple) license to use the Software under the terms hereof, and the Licensee shall pay to the Licensor a fee for the rights granted. The Licensor shall hold exclusive rights to the Software.

2.2.The license shall be granted on terms, which provide for the Software use without transferring a copy of the Software to the Licensee, without the right to download the Software distributive and install it or a part thereof on the Licensee's equipment (SaaS). The Software shall be used through remote access of the Licensee to the Software functionalities via the API according to the public cloud model, subject to the System Integration and the Acquirer Integration.

2.3.The Licensor shall independently exercise the authority to hold a copy of the Software, maintain and manage the Software to ensure the declared Software functionality. The Licensor shall ensure:

Software availability provided that the conditions of its use are met;
Software governance;
Functional compatibility (interoperability) of the Licensee's equipment with the Software, provided that the Licensee's technological requirements for the System Integration and the Acquirer Integration are met;
Security of the payment card data in accordance with the PCI DSS standard within its area of responsibility based on terms of Annex №2/1 and (or) Annex № 2/2;
Performance in accordance with SLA;
Other additional functional and technical characteristics of the Software, if such were indicated as special conditions in the Questionnaire at the conclusion of the Agreement and (or) in the additional agreement concluded by the Parties to the Agreement.

2.4.The Licensor shall grant the following rights in the Software to the Licensee:

2.4.1.The right to use the Software on SaaS terms in accordance with its functional and technological description within the limits and under the conditions established hereby.
2.4.2.The rights to use the Software not expressly provided for herein shall be considered not granted to the Licensee, regardless of their relationship with the rights granted under the other agreements with the Licensor and the Acquirer or business practices of using similar software. Any changes in legislation or law enforcement practice that imperatively grant additional rights in relation to the Software to the Licensee, subject to their exercising or a statement of exercise by the Licensee, shall thereby authorize the Licensor to change the amount of the license fee with a 30 (thirty) calendar days prior written notice, includes via email or to terminate the Agreement unilaterally.

2.5. The functional and technical description of the Program, reflecting its basic characteristics stipulated by the Agreement, are presented on the request of the Licensee.

2.6. A detailed description of the Software, including functional and other technological characteristics, conditions and requirements for the procedure for using the Program and for the environment of its operation, are established on the Website. The Licensee under the technological maintenance and operation the Program, cannot independently change the functional and technological properties of the Program, in particular, the target functions of the Program. Any addition of functional modules to the Software generates the provision of a simple non-exclusive license to the Licensee in addition to the Software modules hereunder and shall be executed in the manner provided for herein.

2.7. The Licensee is not entitled to provide the opportunity to use functional services of the Software to the third party individuals or legal entities for a fee or free of charge (with the exception of employees of the Licensee or its affiliates involved in the same production process with the Licensee), including in the SaaS mode, sharing infrastructure or other pooling of resources with third-party organizations for doing business, except in cases directly stipulated hereby.

2.8. The Parties specifically stipulate, without prejudice to clause 2.6 hereof, that whereas the Licensee's fullfledged applied use of the Software does not provide for transferring a copy of the Software to the Licensee and is ensured via the Software maintenance and management by the Licensor on its own, the Licensee shall not be granted the following rights.

2.8.1.The right to decompile the Software, extract the source code of the Software, its components and fragments, even if it is required for the use of the Software or the formation or modification of its operating environment, including for the purposes of examination and audit of the Software or other software products interacting with the Software.
2.8.2.The right to process or otherwise modify the Software in any way (independently or with the involvement of third parties), including its translation, branding, modification and any other alteration of the Software, including the allocation of its components and fragments, for the purposes of adaptation, installation on hardware, integration with the other software, creation of new (derivative) software, use of Software as part of a complex thing, hardware and software complex, or cloud service. This provision shall not apply to the Licensee's actions aimed at the Token Database formation.
2.8.3.The right to create an archived copy of the Software, based on the fact that the Licensee shall ensure the safekeeping of a copy of the Software installed on its equipment on its own;
2.8.4.The right to allow the use of the Software functionalities by the third party individuals or legal entities for a fee or free of charge (with the exception of employees of the Licensee or its affiliates involved in the same production process with the Licensee), including in the SaaS mode, sharing infrastructure or other pooling of resources with third-party organizations for doing business, except in cases directly stipulated hereby.
2.8.5.The right to transfer/assign the rights and obligations hereunder to the third parties, including in the case of assignment of the equipment on which the Software is installed.

2.9. The term of the Licensee's rights to the Software hereunder shall be 12 months from the date of this Agreement, unless a different term is further established by the Parties. If, 30 calendar days before the License expiry, neither Party sends the other Party a notice on refusal to extend this Agreement and the term of the Licensee's rights to the Software, the term of this Agreement and the License to the Software shall be extended on the same terms for the same period from the date of expiry of the previous License period. The number of extensions is unlimited.

2.10. The Licensor shall grant the Licensee the rights to use the Software worldwide within the limits, using the methods and on conditions established hereby.

2.11. The specifications of using the Program by the Licensee shall be the implementation of the System Integration and the Acquirer Integration.

2.11.1. The Acquirer Integration shall be carried out by establishing technological interaction between the System and the Acquirer's equipment, carried out in accordance with the Licensor's requirements on the basis of an Acquiring Agreement for the implementation of information technology interaction of the System with the Acquirer's technical means in order to establish the possibility of making payments by Cardholders and payments by Cardholders using the Software if such functionality is declared in writing by the Licensee, as a necessary requirement for the provided Program and the Licensor and the Acquirer have the technical and technological ability to implement this functionality. Organizational and 5 technological actions for the Acquirer Integration shall be carried out by the Licensor on behalf and at the expense of the Licensee on the basis of this Agreement and within the framework of the Acquiring Agreement concluded between the Licensee and the Acquirer.
2.11.2. The System Integration shall be carried out by establishing technological interaction between the technical means employed by the Licensee to use the Software and the System, carried out in accordance with the Licensor's requirements to gain access to the use of the Software functions and perform cloud computing. The Licensee shall perform organizational and technological actions for the System Integration on its own subject to the technical support by the Licensor. The Licensor shall be entitled to refuse from performing the System Integration if the Acquirer Integration is absent or impossible.

2.12. At the request of the Licensee, an additional functional module of the Software may be included in the Software, including for the purpose of implementing the Licensee's unique business processes when using the Payment Acceptance Software, as well as other additional services, and works required for the Licensee and related to the Licensee's use of the Software. These subjects shall be carried out by signing an addendum to the Agreement, settled the price of development (if necessary) and implementation of an additional functional module of the program and (or) the cost of additional services and works necessary for the Licensor are set.

2.13. A feature and condition of using the Software hereunder shall be the Licensee's participation in the real-time Token Database formation by collecting, processing, and storing information about the tokens generated by Cardholders in the Token Database during the Software use by the Licensee, including information about Cards linked to them and Cardholders' credentials. The specified information, when uploaded to the Token Database, shall become the Software database, form an integral part of it, and cannot be deleted at the Licensee's request. The Licensee shall ensure the legality of receiving and transferring this information to the Token Database subject to the above terms and conditions. The Licensor shall transfer the Token Base to the Licensee and (or) third parties subject to agreement between the Parties on a paid basis, and the price shall be calculated individually.

2.14. The distribution of the Parties' responsibility for compliance with the information security standard adopted in the Visa and MasterCard payment card industry, PCI DSS 3.2, when performing transactions using the Software shall be determined by Annex 2/1 or Annex 2/2 hereto, depending on the terms and conditions provided for in clause 3.4.7 hereof.

2.15. The Program is provided to the Licensee "as is". The Licensor does not provide any additional guarantees regarding the error-free and uninterrupted operation of the Program or its individual components and (or) functions, excepts the provision expressly specified in the Agreement.

2.16. The Licensor is solely responsible within the limits established by the Agreement and the Service Level Agreement, the terms of which are published on the Licensor's Website. In particular, the Licensor shall not be responsible for the consequences of any or incorrect functioning of the Program and (or) the inability to use the Program or part of its components and (or) functionality due to the fault of the Licensee, including due to the lack of the necessary hardware and software and (or) software and hardware tools.

2.17. In any case the maximum amount of the Licensor's liability under the Agreement shall exceed 50% (fifty percent) of the license fee amount paid by the Licensee for the reporting month preceding the month the Licensor violated its obligations under the Agreement.

2.18. The terms of the Agreement will apply to all subsequent updates and (or) new versions of the Program, if the update and (or) installation of a new version of the Program are request for a normal functionality of the Program.

3. PARTIES' RIGHTS AND OBLIGATIONS

3.1. Licensor's rights:

3.1.1.The Licensor shall have the right to the transferred Software, as well as the right to alter the Software by modification, modernization, conversion and otherwise.
3.1.2.The Licensor shall be entitled to request payment of remuneration for the granted right to use the Software.
3.1.3.The Licensor shall be entitled to check the progress of the Licensee's use of the Software, the user experience and the Software Operating Environment Outside the System at any time. The Licensee shall not be entitled to invoke confidentiality as the reason for refusing access to its technical means employed in the use of the Software and the data required for the Licensor to exercise its rights to monitor the use of the Software and monitor its operability.
3.1.4.The Licensor has the right to terminate the Agreement unilaterally by notifying the Licensor no later than 3 (three) business days in advance and (or) restrict the Licensee's access to the Software in the following cases:
3.1.4.1. repeated violation by the Licensee of the Agreement's terms;
3.1.4.2. non-performance or improper performance by the Licensee its obligations under the Agreement (including, but not limited to: violation by the Licensee of the data security standard - Payment Card Industry Data Security Standard (PCI DSS);
3.1.4.3. a receipt by the Licensor of information on the termination of the Acquiring Agreement by the Acquirer in connection with the Licensee's violation of the obligations provided by the Acquiring Agreement and (or) information on the Licensee's implementation of fraudulent operations using the Software. Termination of the Agreement or limitation of the right to use the Software is carried out the Licensor with prior notification of the Licensee by the e-mail address stipulated in the Licensee's questionnaire.
3.1.5.In the case of the rights violation, the Licensor shall be entitled to protect its rights in the manner and in the ways provided for by law.

3.2. Licensor's obligations:

3.2.1.The Licensor shall grant to the Licensee the right and opportunity to use the Software under the conditions established hereby at the time of the System Integration. The rights to use the Software shall be considered transferred at the time of the System Integration.
3.2.2.For the purposes of exercising the Licensee's rights, the Licensor shall, at the time of allowing the Software use, provide the Licensee with required access keys, passwords and other information allowing the Licensee to use the Software.

3.3. The Licensee shall be entitled to:

3.3.1.Operate the software as intended for its own production needs on the terms and conditions established hereby.

3.4. The Licensee shall:

3.4.1.At the request of the Licensor, provide a copy of the valid Acquiring Agreement meeting the technological and organizational conditions of the Acquirer Integration, within 10 calendar days from the date of such request. The term of the Acquiring Agreement cannot be less than the term of the License.
3.4.2.Ensure on its own the quality and safety of technical means and communication channels of the Software Environment Operation Outside the System required for compliance with PCI DSS requirements and the performance of this Agreement.
3.4.3.Carry out all required organizational and technical actions on its part and provide the Licensor with all powers and competencies required for the Acquirer Integration. Ensure on its own the proper equipment and its access to the data transmission network to be able to download a copy of the Software over telecommunication networks.
3.4.4.Make timely payment of remuneration for the right to use the software in compliance with this Agreement.
3.4.5.Not provide third-party organizations, as well as general public, with reviews and feedbacks about the Software, its functionality, shortcomings or other results of the user experience. Ensure compliance with this restriction by the Licensee's employees, as well as by persons whom the Licensee has allowed to use the Software.
3.4.6.Provide access to the use of the e-mail address specified in Questionnaire (Section «Contact person») only to the persons authorized by the Licensee to make transactions on behalf of the Licensee. All actions performed using the e-mail address specified in Section «Contact person» hereof shall be recognized by the Parties as performed by the persons authorized by the Licensee.
3.4.7.In the following cases, depending on the method of the System Integration, comply with the terms and conditions provided for in Annex 2/1 or Annex 2/2, published on the Licensor's official Website:
3.4.7.1. In the case of the System Integration providing for the use of the Licensor's payment form, comply with the terms and conditions provided for in Annex 2/1 hereto. When the specified method of the payment widget or SDK Integration with the Licensor's payment form is used, the Card details and the Cardholder's email address shall be indicated in special secure fields of the Licensor's payment form and transmitted as a cryptogram from the Licensee's Website to the System. These data shall be processed on the Licensor's side in accordance with PCI-DSS security standards. In this case, the payment shall be performed visually without redirecting to the third-party websites. With such integration, there is no need to fill out the SAQ-EP self-assessment sheet and pass ASV testing quarterly.
3.4.7.2. In the case of the System Integration providing for the use of the Licensee's payment form or the System Integration providing for the use of the Licensee's and Licensor's payment form, comply with the terms and conditions provided for in Annex 2/2 hereto. When the specified method of Integration through the Licensor's script with the Licensee's payment form or SDK with the Licensee's payment form is used, the Card data and the Cardholder's email address shall be indicated in special secure fields of the Licensee's payment form and transmitted as a cryptogram from the Licensee's Website to the System. These data shall be processed on the Licensor's side in accordance with PCI-DSS security standards. In this case, the payment shall be performed visually without redirecting to the third-party websites. With such integration, there is no need to pass PCI-DSS, but it is required to fill out the SAQ-EP self-assessment sheet and pass ASV testing quarterly.
3.4.8.Within activity under the Agreement, ensure compliance with the requirements of the current legislation of the Republic of Latvia and the country of incorporation of the Licensee, including the requirements of the legislation on taxes and fees. Independently obtain all the necessary permits, approvals, licenses necessary to work under the terms of the Agreement and pay all taxes and fees provided for by the legislation of the country of incorporation of the Licensee.
3.4.9.Independently obtain all the necessary consent to the processing of personal data of individuals, whose personal data in one form or another is provided by the Licensee and/or his authorized representative as part of the activity under the Agreement, provided by the legislation of the Republic of Latvia and (or) the country of incorporation of the Licensee.

4. CONFIDENTIALITY

4.1. For the purposes of this Agreement, "Confidential Information" is the information provided by a Party (hereinafter - the "Disclosing Party") to the other Party (hereinafter - the "Receiving Party") in connection with the conclusion and execution of this Agreement, regardless of whether such information is designated as confidential at the time of its disclosure, including the provisions of this Agreement, as well as other information that the Receiving Party will receive from the Disclosing Party in connection with the conclusion and execution of this Agreement. Confidential information includes information, the disclosure of which may lead to losses and / or affect the business reputation of any of the Parties, including (but not limited to): information that refers to personal data (in accordance with the legislation of the Republic of Latvia and the country of incorporation of the Licensee), information on the tariff policy of the Licensor.

4.2. The Receiving party hereby guarantees the Confidential Information received from the date of the conclusion from the Disclosing Party:

will be provided exclusively to those persons whose familiarization with Confidential Information is necessary for the Parties to fulfill this Agreement (in particular, employees, consultants and (or) advisers of the Receiving Party). The Receiving Party hereby guarantees the persons specified in this sub-clause, will undertake non-disclosure obligations of such Confidential Information during the term of the confidentiality obligations provided for in this section prior to providing them of Confidential Information;
will not be used for other purposes other than the purposes of this Agreement;
Confidential Information will not be copied or otherwise reproduced, duplicated and reproduced in whole or in part, and will not be disclosed in any way to any third party without the prior written consent of the Disclosing Party. excepts the persons listed in the sub-clause above.

4.3. Disclosure of Confidential Information for the purposes of this Agreement means an action or inaction of the Receiving Party, results Confidential Information in any form (oral, written, other form, including the use of technical means) becomes known to third parties without the prior written consent of the Disclosing Party, or under violation of any provisions of this Agreement.

4.4. The parties agreed to make maximum effort to prevent the illegal receipt, disclosure and (or) use of Confidential Information by third parties. To ensure the confidentiality of Confidential Information, the Receiving Party undertakes to take all reasonable measures usually used to ensure confidentiality of this kind of information in business, including, but not limited to, (a) centralized storage and accounting of Confidential Information (including hard and soft copies of Confidential Information); (b) proper identification of authorized representatives and other persons who are granted access to Confidential Information in accordance with this section, as well as monitoring the existence and validity of confidentiality obligations with such persons; (c) organization of internal accounting and control over the provision of access to Confidential Information to persons specified in sub-clause(b) of this clause.

4.5. At the request of the Disclosing Party, the Receiving Party undertakes, within 3 (three) business days, to provide in writing information about all persons to whom Confidential Information was disclosed, as well as copies of confidentiality agreements concluded with these persons.

4.6. Unless otherwise provided by this Agreement, set forth in this section, the conditions for maintaining confidentiality come into force from the Date of Conclusion and are valid for the term of the Agreement and at least 10 (ten) years from the date of termination of the Agreement (regardless of the reasons for such termination).

4.7. The Parties agree that the observance of the confidentiality of Confidential Information is mandatory and does not depend on the presence on the documentation, other material and/or electronic media of the Confidential Information of the "Confidential" and / or "Commercial Secret" label.

4.8. The provisions of this section do not apply to Confidential Information that:

became publicly available in the absence of any unlawful actions by the Receiving Party or was already publicly available before disclosing it to the Receiving Party;
developed in good faith and independently of the Disclosing Party by the Receiving Party;
which the Receiving Party is forced to disclose in accordance with the norms of the current legislation and / or on the basis of a court decision or other competent authority, provided that the Receiving Party no later than 3 (three) working days from the moment when the Receiving Party became aware of the need such disclosure of Confidential Information, will notify the Disclosing Party about it and will use its best efforts to avoid (if possible) or limit to the maximum extent possible such disclosure.

4.9. The fact of this Agreement conclusion as well as the Agreement's subject are not considered as Confidential Information.

5. SOFTWARE GUARANTEES

5.1. Title guarantees.

5.1.1.The Licensor is the holder of legal rights to provide the Licensee with a sublicense (license) to use the Software to the extent provided for herein;
5.1.2.The use of the Software in accordance with its declared purpose complies with laws of the Republic of Latvia, and that no part and no element of the Software violate anyone's legal rights;
5.1.3.The use of the rights granted to the Licensee hereunder will not violate or infringe any legal rights of any third parties in any way;

5.2. Software quality guarantees:

5.2.1.The Licensor guarantees the Software functionality at the level set in the SLA within the boundaries of the Software Operation Environment in the System. The Parties recognize that the Software is a complex technological object, and during its operation systematic and accidental (single) errors (hidden defects) may occur in the unique conditions of access to the system functions created by the Licensee (communication channels with unstable radio communication, Cardholders' user equipment problems, etc.).
5.2.2.The Parties acknowledge that the Licensee shall use the Software at its sole risk, and therefore all adverse consequences of using the Software, except for the consequences associated with the Licensor's violation of guarantees regarding the Title and functionality shall be borne by the Licensee on its own, and it shall not be entitled to make any claims against the Licensor.
5.2.3.In the event of a change in the Republic of Latvia legislation, as well as if a competent court declares the provisions of clause 5.2 hereof regarding the limitation of the Licensor's liability for the quality of the Software invalid, the Parties have agreed that any claims regarding the quality of the Software must be filed by the Licensee within 60 business days from the date of transfer of the right to use the Software to it, which term shall be deemed a reasonable and sufficient period to identify the Software errors or other deficiencies.
5.2.4.Regardless of the guarantees and assurances concerning the Software quality, as well as other provisions and additional agreements of the Parties, the Licensor shall under no circumstances be liable for noncompliance with these guarantees and assurances, if such non-compliance occurred for the reasons beyond the Software Operation Environment in the System, as well as in connection with the third party actions, including, but not limited to, the Acquirer or the communication services provider, through which the System Integration with the Licensee and the Acquirer was made, as well as in the case of blocking or restricting the Licensee's access to the Software by the Software security modules in response to a threat to security, integrity, and continuity of the Software operation.
5.2.5.Without prejudice to clauses 5.2.1–5.2.4 hereof, the other provisions regarding the Software quality, the Licensor's technical support of the Software and the availability of services implemented when using the Software are set out in the Service Level Agreement (SLA) posted on the Licensor's Website

6. AGREEMENT PRICE. SETTLEMENTS

6.1. The Licensor's remuneration for granting a non-exclusive right to the Software (License fee) shall be determined based on the intensity of exploitation of technological performance the Software hosted in the public cloud in accordance with the Tariff agreed by the Parties in the form specified in Appendix No. 1. If the applicability of a particular Tariff (Tariff plan) in each reporting month is conditioned by any circumstances or events that are within the control, influence, or responsibility of the Licensee, including, but not limited to, the guaranteed monthly volume of transactions, the Licensee's monetary turnover, etc., the Basic Tariff posted on the Licensor's Website shall be applied to the reporting period in which the application conditions specified in the chosen Tariff (Tariff plan) were not met, unless otherwise additionally specified by the Parties.

6.2. The baseline data for calculating the monthly License fee for all Tariffs (Tariff plans) are the readings of the transaction registration systems included in the Software, counting the transactions performed during the Software use by the Licensee and recorded in the Licensor's system. When calculating remuneration, both transactions carried out successfully (accepted for performance) by the Acquirer and transactions rejected by him, as well as all other transactions carried out using the Software, including the OCT, AFT shall be taken into account. All transactions shall be registered in the volume of transactions equally, regardless of the transaction type. Transactions carried out during the Software testing, which are not processed by the Acquirer, shall not be taken into account when calculating remuneration hereunder.

6.3. The Licensor shall, within 10 business days following the reporting month, generate a Certificate of Authorization to Use the Software (hereinafter – the Certificate) based on the source data of its System and send the same to the Licensee in two counterparts. The Licensee shall sign the said Certificate within 5 business days from the date of its receipt and send the second counterpart to the Licensor.

6.4. The method of payment of the License fee is agreed with the Licensor in the Licensee's Questionnaire.

6.5. Shall the limits for the use of the Program included in the selected Tariff are exceeded in the reporting period, the Licensor independently calculates and indicates in the Certificate the License fee payable for the reporting period, and sends the Certificate alongside with the invoice for payment. The Licensee is obliged to pay the amount of the additional License fee within 5 business days from the date of receipt of the invoice from the Licensor.

6.6. Payment shall be made by transferring the funds from the Licensee to the Licensor's current account.

6.7. The payment shall be deemed made on the date when the funds are credited to the Licensor's current account.

6.8. All settlements between the Parties shall be carried out in the currency agreed by the Parties in the Licensee's Questionnaire.

7. LIABILITY OF THE PARTIES. FORCE MAJEURE

7.1. The Parties shall be liable for non-performance o0r improper performance of their obligations hereunder in accordance with applicable laws of the Republic of Latvia.

7.2. The Licensor shall not be liable for damages or losses incurred by the Licensee or third parties in relation to the use of the Software, if such damages or losses arose in connection with the functional and technological features of the Software transferred to the Licensee. Further, the Licensor shall not be liable for losses caused by the Licensee's failure to comply with PCI DSS requirements and/or the quality and safety of technical means and communication channels of the Software Operating Environment Outside the System, which are incompatible with the performance of this Agreement.

7.3. The Parties shall not be liable for non-performance of their obligations or a part thereof hereunder if such nonperformance resulted from the force majeure, i.e. acts of God, such as flood, earthquake, fire; epidemic, as well as from military actions, strikes, mass riots, significant changes in legislation impeding the Agreement performance, as well as other actions and events, which are beyond the will of the Parties who, acting prudently, did not and could not foresee them ("Force Majeure").

7.4. The Party unable to perform its obligations hereunder due to the circumstances specified in clause 7.3 hereof shall be released from liability if it immediately notified the other Party of the same and sent a document in writing evidencing the effect of these circumstances to the other Party within 10 days upon occurrence of these circumstances.

7.5. If the Force Majeure (clause 7.3) persist for more than 3 months, the Parties shall conclude an additional agreement hereto, in which they shall specify the need to extend this Agreement and adjourn its termination date.

7.6. For violation of the remuneration payment deadlines by the Licensee, the Licensor shall be entitled to request a penalty in the amount of 0.1% (zero point one percent) of the amount of remuneration for each day of delay. In case of non-payment of the resulting debt by the Licensee, within 30 (thirty) calendar days, the Licensor has the right to suspend access to the use of the Licensor's Program until the full repayment of the debt.

7.7. For violation of the Agreement terms and conditions not related to the remuneration payment deadlines by the Licensee, the Licensor shall be entitled to request full compensation for damages related to such violation.

7.8. In the event that third parties and/or authorized state bodies of the Republic of Latvia and/or the country of incorporation of the Licensee file claims and/or lawsuits against the Licensor related to the violation by the Licensee of obligations arising under the Agreement (including, but not limited to, the Licensee's obligations under clauses 3.4.8 - 3.4.9. of the Agreement) The Licensor has the right to recover from the Licensee any losses, including legal costs and/or pre-trial settlement costs incurred by the Licensor as a result of the aforementioned claims and/or lawsuits.

8. MISCELLANEOUS

8.1. The rights to use the Software granted hereunder may not be assigned by the Licensee in whole or in part to the other persons without the Licensor's prior consent.

8.2. The Parties acknowledge that this Agreement is separate from any agreements concluded between the Parties or between the Licensee and organizations accredited by the Licensor with respect to the Software specified herein. Still, the Licensor shall be entitled to terminate this Agreement unilaterally out of court without any compensation and refund of the money previously paid to the Licensor should the Licensee fail to conclude/terminate the Acquiring Agreement specified in clause 2.4.1 hereof, or in the event of failure to conduct the Acquirer Integration and/or the System Integration through the fault of the Licensee or for the reasons under the Licensee's responsibility or control, within 30 (thirty) calendar days from the date of this Agreement.

8.3. The Parties recognize the legal force and compliance with a simple written form in respect of all documents and notices sent and received electronically using the e-mail addresses (with the exception of emails containing web links for posting these documents on third-party Internet resources) using the following email addresses of the Parties: on the the Licensor - the email address specified in the Agreement, on the part of the Licensee - the email address specified in the Licensor's Questionnaire (in the Section "Contact person"). An exception to this provision shall apply to any claims of the Parties, Agreement termination notices, and maintenance requests.

8.4. The Licensee hereby confirms that it has reviewed all the documents referenced herein to the Licensor's website pages, the Licensee understands these documents, and recognizes their validity in conjunction with this Agreement without any exceptions and additions.

8.5. The Agreement is made in Russian and English, in case of discrepancy, the Russian version shall prevail.

9. VALIDITY OF THE RIGHTS AND THE LICENSE AGREEMENT

9.1. The Agreement is valid for 12 (twelve) calendar months from the date of its conclusion.

9.2. The term of the Agreement is automatically extended by 12 (twelve) calendar months if none of the Parties notifies the other Party in writing on paper of its unwillingness to renew the Agreement at least 30 (thirty) calendar days before the expiration of the term (including the further extensions). Such notification is not considered by the Parties as a unilateral refusal to execute the Agreement. The term of the Agreement may be extended in accordance with this clause an unlimited number of times.

9.3. The License Agreement may be terminated at any time subject to the Parties' consent.

9.4. Either Party shall be entitled to waive this Agreement unilaterally. For these purposes, it shall notify the other Party of its intention in writing at least thirty (30) calendar days before the proposed waiver date. The notice must be made in writing on paper and contain an indication of the reason for Agreement termination.

10. ARBITRATION

10.1. The Parties shall do their best to settle all disputes related to the performance of this Agreement by negotiation. Should the Parties fail to reach an agreement on the disputed issue after negotiations, the dispute may be referred to the Arbitration Court of Moscow, in accordance with the current procedural legislation of Republic of Latvia, in compliance with the claims procedure for dispute settlement, on the initiative of either Party; the claims shall be considered by the Parties within 10 business days from the date of their receipt.

10.2. In all other matters not provided for herein the parties shall be guided by applicable laws of the Republic of Latvia, as well as the Parties agree the material and procedural law of the Republic of Latvia applicable to all relations between the Parties arising from the Agreement.

11. AMENDMENT AND TERMINATION

11.1. The Licensor has the right to unilaterally amend any terms of the Agreement by posting a notice of changes to the Licensor's Website. In this case, the changes made by the Licensor become binding on the Parties after 10 (ten) business days from the date of posting the new version of the Agreement, unless a shorter period is established by the legislation of the Republic of Latvia.

12. ANNEXES

12.1. Annex 1 – Licensee's Questionnaire.