LICENSE AGREEMENT No. 091123-1
the city of London
11/09/2023

TEMVOX L.L.P., registered in accordance with the legislation of the United Kingdom of Great Britain and Northern Ireland, represented by its Director Rostyslav Sumarokov, acting on the grounds of the Articles of Association, hereinafter referred to as “the Licensor”, offers legal entities and individual entrepreneurs, hereinafter referred to as “the Licensee”, to enter into the present Agreement as a public offer (hereinafter “the Agreement”).

The start of the Licensee’s use of the Assistant shall constitute absolute acceptance of the Agreement.

The Licensee certifies that the terms and conditions of the Agreement are accepted by it without any objections, the Licensee understands and accepts the meaning of the terms, words and expressions used herein in accordance with their statutory and regulatory definition and (or) interpretation.

The present Agreement does not require bilateral signing and is valid in the electronic form.

1. SUBJECT OF THE AGREEMENT

1.1 The Licensor grants the Licensee an ordinary (non-exclusive) fee-based license and the right to use the Assistant for its intended purpose, determined by its obvious functions, in order to use it in the Licensee’s business activity, subject to the restrictions set forth by the Agreement, and the Licensee shall pay the license fee for the granted right to use the Service in compliance with the terms and conditions of the Agreement.

1.2 The Assistant, for the purpose of the Agreement, is understood as the TemVox software system that uses a neuronal network which enables the Licensee, subject to the system requirements and the number of modules selected, to perform the Licensee’s tasks. The exclusive right or the right to use the Assistant belongs to the Licensor.

The functionality of the Assistant consists, in particular, in the ability to:
- creating chatbots for different communication channels using a code-free chatbot builder;
- managing all customer data collected by chatbots, analysing and exporting performance indicators according to the collected data;
- managing chatbots with end users as live agents;
- managing all integrations created.

1.3 The territory where the right to use the Assistant is granted is global.

1.4 The period of the granted license to use the Assistant is throughout the term of the Agreement.

1.5 The Licensee is entitled to use the Assistant for its intended purpose, in accordance with its functionalities implemented by the Licensee in the Assistant. If the Licensee needs to expand the available functional capabilities, the Licensee may contact the Licensor at the e-mail address specified in clause 8.1 of the Agreement.

If the available functional capabilities are changed at the request of the Licensee, it is possible to change the amount of remuneration payable in accordance with the procedure specified in Section 3 of the Agreement.

1.6 The Licensee shall not be entitled to use the Assistant as follows: 1.6.1 To redesign (modify) or alter the Assistant in any other way by its own efforts without the Licensor’s prior consent, in accordance with the procedure set forth in Section 8 hereof. 1.6.2 To grant the right to use the Assistant to any third parties by way of entering into a sublicense agreement.

1.7 The Licensee shall be granted access to the Assistant only upon integration of the Assistant into the Licensee’s information system, in compliance with the provisions of the Agreement for the Assistant integration and training.

For the purpose of the present Agreement, the Agreement for the Assistant integration and training shall mean an agreement for provision of services for integration of the Assistant by the Licensor into the Licensee’s system, custom-tailored, made, and performed by the Parties prior to entering into the present Agreement.

1.8 The Parties agree that the Licensee shall not provide to the Licensor any reports on using the Assistant.

1.9 All exclusive rights for the Assistant, as well as for new versions created in the process of the Assistant adaptation, modification, and redesign shall belong to the Licensor.

1.10 No provision of the Agreement could be interpreted as alienation and (or) transfer of the exclusive rights for the Assistant or any part thereof to the Licensee.

1.11 The Assistant is available twenty-four hours a day, except for the time of preventive maintenance, technical support works, and other works, about which the Licensor notifies the Licensee by e-mail. The Licensor provides the Licensee with technical support for the use of the Assistant according to the procedure specified in Section 2 of the Agreement.

1.12 The Licensor provides the Licensee with a guarantee of uninterrupted operation of the Assistant for 99% of the time based on a 24-hour period. If the Assistant is unavailable for reasons not specified in clause 1.9 of the Agreement, the Licensee is entitled to request by e-mail a compensation for the period of unavailability of the Assistant in the amount of the cost of one day of use of the Assistant, as per the applicable Rates, for each 24-hour period of unavailability of the Assistant.

2. TECHNICAL SUPPORT

2.1 The Licensor undertakes to ensure the Assistant operability, providing technical and other support of the Assistant hereunder.

2.2 Technical support of the Assistant means administration (maintenance) of the Assistant operation in the Licensee’s information system, including, without limitation, IP telephony setting, information system monitoring, identification of Assistant malfunctions, and elimination of such malfunctions.

2.3 On all questions that may arise in connection with the Assistant technical support, the Licensee may contact the Licensor at the email address stated in Section 12 of the Agreement.

2.4 The Assistant technical support may include the necessity of the Assistant redesign and (or) modification. Should such works be necessary, the Parties shall enter into an addendum to the Agreement detailing the conditions and the procedure of such works.

3. FEE

3.1 The Licensor’s fee shall be determined in accordance with the Rates approved by the Licensor in Appendix No. 1 to the Agreement.

3.2 The Licensor’s fee for maintenance and technical support of the Assistant operation as per Section 2 hereof is included in the total fee amount and equals 60% (sixty percent) of the fee amount stated in clause 3.1 hereof.

3.3 The license fee for granting the right to use the Assistant in accordance with Section 1 of the Agreement is included in the total fee amount and equals 40% (forty percent) of the fee amount stated in clause 3.1 hereof.

3.4 The Licensee shall pay the fee stated in clause 3.1 of the Agreement in one of the following ways: 3.4.1 The amount of remuneration is automatically debited at the end of the accounting period from the Licensee's settlement account linked to the payment; 3.4.2 At the beginning of each accounting period, the Licensee shall independently pay the amount of remuneration as an advance payment according to the invoice issued by the Licensor.

For the purpose of the present Agreement, the reporting period is understood as 1 (one) calendar month.

3.5 Settlements hereunder shall be made in the currency of the USA by cashless transfer of funds to the Licensor’s settlement account indicated in Section 12 of the Agreement.

3.6 The day of making payment hereunder shall be deemed the day of crediting the funds to the Licensor’s settlement account.

3.7 All costs of making payments under the Agreement, including bank fees, shall be paid by the Party that makes the payment.

3.8 All taxes and duties stipulated by the legislation of the country of registration and (or) of the location of a Party shall be paid by the Parties independently.

4. CONFIDENTIALITY

4.1 The Parties undertake not to disclose any data on each other that contain confidential information obtained in the process of cooperation hereunder.

4.2 Confidential information means technical, organisational, commercial and other information that has actual or potential commercial value due to being unknown to third parties and (or) due to its own properties, not legally available to the public, constituting trade and business secret, including information not available to third parties for the reason of measures taken by the Parties for protection of its confidentiality. Confidential information, in particular, includes details of the conditions of cooperation of the Parties hereunder.

4.3 Each Party shall be liable for losses caused to the other Party as a result of disclosure of confidential information.

4.4 The Parties undertake to use data and other information received from the other Party exclusively for the purpose of performance of the Agreement.

4.5 The Parties undertake not to transfer and not to use confidential information in any other way, not stipulated by the Agreement, without mutual written consent, provided that such information is not legally available to the public. The owner of such information shall take proper measures to ensure its confidentiality.

4.6 The period of protection of confidential information is equal to the term of the agreement, plus 3 (three) years after the date of its termination.

4.7 The Parties undertake to take all necessary and reasonable measures for protection of obtained confidential information against disclosure.

5. LIABILITY OF THE PARTIES

5.1 The Parties shall bear liability for a failure to perform or improper performance of their obligations under the Agreement in compliance with the legislation and the provisions of the Agreement.

5.2 The Assistant shall be provided “as is”, in accordance with the universally accepted principle. This means that the Licensor shall bear no liability for any problems that may arise in the process of the Assistant operation (including problems of compatibility with other software products (batches, drivers, etc.)), or the Assistant performance not meeting the expectations of the Licensee and (or) third parties.

5.3 The Licensee shall bear sole liability to third parties for its actions connected with using the Assistant, in particular, if such actions result in violation of rights and legal interests of third parties, and also for compliance with the legislation of the country of registration and (or) location of the Party when using the Assistant.

5.4 The Parties agree that the amount of damages caused to the Licensor by the Licensee in case of violation by the latter of the methods and the territory of using the Assistant and (or) due dates of fee payment shall be determined in the amount of 5000£ (five thousand pounds), to be paid by the Licensee upon the Licensor’s written request. The amount stated in the present clause shall be paid for each violation.

5.5 The conditions of clause 5.4 of the Agreement are the provisions on liquidated damages. The period for payment of liquidated damages as per clause 5.4 hereof shall be 10 (ten) business days after the Licensor making the relevant claim.

5.6 If access to the Assistant is suspended due to the Licensee's non-payment of the Licensor's remuneration specified in Section 3 of the Agreement by the established deadline, the Licensee undertakes to pay a fine of 50 (fifty) euros as the cost of reconnecting the Assistant.

6. FORCE MAJEURE

6.1 The Parties shall be released from liability, if their obligations are not performed or not properly performed as a result of force majeure circumstances that occurred after entering into the Agreement and that the Party referring to such circumstances could not reasonably foresee or prevent.

6.2 Force majeure is understood as extraordinary circumstances, insurmountable under the given conditions, that prevent the Parties from performance of their obligations hereunder. Force majeure circumstances include natural calamities (earthquakes, floods, etc.), social unrest (hostilities, emergency state, major strikes, epidemics, etc.), governmental bans (transportation ban, exchange control, international trade ban sanctions, resource blocking by authorized state body, etc.).

6.3 The Party referring to force majeure shall confirm such circumstances by documents issued by authorized state bodies or by other adequate evidence.

6.4 The Party referring to force majeure has to notify the other Party thereof as soon as possible.

6.5 During this time, the Parties shall have no claims against each other, and each of the Parties shall bear its own risk of force majeure consequences.

7. REPRESENTATIONS AND WARRANTIES

7.1 The Licensor warrants, represents, and commits to the Licensee that the representations and warranties stated in clause 7.2 of the Agreement are true and accurate as of the date of signing and contain no unreliable statements.

7.2 The Licensor warrants and represents to the Licensee that:

7.2.1 The Licensor is entitled to grant the Licensee the right to use the Assistant under the terms and conditions herein and within the limits set forth by the present Agreement.

7.2.2 The execution and performance of the present Agreement by the Licensor is not contrary to any previous transactions made by the Licensor, including other license agreements with third parties; the right to use the Assistant is not granted to any third party on the basis of an exclusive license.

7.2.3 As of the time of entering into the Agreement, the Licensor is not aware of any rights of third parties that could be violated by the provision of the right to use the Assistant to the Licensee. The Licensor undertakes to timely inform the Licensee in case it becomes aware of any such violations.

7.2.4 As of the time of delivery, the Assistant has no encumbrances.

7.2.5 The Assistant is not pledged.

7.2.6 Assistant is free of any judicial, administrative, or any other proceedings.

7.2.7 The Assistant has no hidden functionality that may result in or pose risks of causing damage to the Licensee and its customers, including reputational damage.

7.3 In case of identification of unreliability of any of the representations contained in clause 7.2 of the Agreement, the Licensee shall have the right to claim from the Licensor full compensation of damage caused to it by unreliability of the relevant representation.

7.4 In case of any claims of third parties to the Licensee originating from violation of their intellectual property rights, the Licensor shall make all reasonable efforts to settle such claims and potential disputes. The Licensor undertakes to settle claims, demands, or lawsuits of third parties and reimburse the Licensee in full for all expenses and losses related to satisfaction of third-party claims, demands, or lawsuits arising from violation of their intellectual

8. COORDINATION ARRANGEMENTS

8.1 In order to ensure confidentiality, the Parties shall exchange communications and documents using the following contact details:

Details of the Party	The Licensor
Email	[email protected]

8.2 The Parties acknowledge that Agreement, appendices and addenda to it, certificates, invoices, claims, notices signed by an authorized representative of a Party and delivered as a scan to the other Party by email and (or) any other method agreed in clause 8.1 hereof shall be deemed duly executed and have full force and effect.

8.3 The Parties shall notify each other of any changes in the contact details stated in clause 8.1 of the Agreement and section 12 of the Agreement within 1 (one) calendar day after the date of their change.

8.4 Each Party undertakes to ensure that access to its email inbox and other systems should be gained only on the basis of a reliable password and undertakes to protect the confidentiality of such password. The email inbox password shall be regarded by the Parties as the digital signature key.

8.5 The Parties undertake to promptly notify each other of all cases of hacking or other unauthorized access to the email inbox. In the absence of such notice, the performance effected by a Party on the basis of information available to it shall be deemed appropriate.

8.6 A Party that received a message shall have to respond to it within 1 (one) business day.

9. TERM OF THE AGREEMENT

9.1 The Agreement shall enter into force since the time of its signing and shall remain valid for 2 (two) calendar months.

In the case if no less than 30 (thirty) calendar days prior to the expiration of the term of the Agreement set forth by the present clause none of the Parties expressed an intention to terminate it, the Agreement shall be automatically renewed for the same period.

9.2 In case of termination of the present Agreement, the Parties shall not be released from their outstanding obligations, payment of due interest, and compensation of damages arising from a failure to perform or improper performance of their obligations hereunder.

9.3 The Agreement may be terminated in the following cases:

9.3.1 By mutual consent of the Parties.

9.3.2 Unilaterally by a Party in case of a material violation by the other Party of its obligation under the Agreement by way of sending a written notice no less than 10 (ten) calendar days before the intended termination date.

10. DISPUTE RESOLUTION AND APPLICABLE LAW

10.1 The Agreement and all disputes and disagreements between the Parties that may arise out of or in connection with the Agreement, its conclusion or termination (including non-contractual disputes) shall be regulated in compliance with the legislation of England and Wales.

10.2 The Parties submit to the exclusive jurisdiction of the courts of England and Wales for resolution of all disputes and disagreements between the Parties that may arise out of or in connection with the Agreement, its conclusion or termination (including non-contractual disputes).

11. DATA USAGE

11.1 The Licensor gathers and processes such data as contact data of individuals who are representatives of the Licensee to ensure the maintenance of the business relationship formalized by the Agreement. The data received is processed in order to provide access to the Licensee in accordance with the terms and conditions of the Agreement and to enable the maintenance, development, and management of the business relationship formed in connection with the conclusion of the Agreement.

11.2 The duration of processing and storage of the provided data shall be for the term of this Agreement, as well as for the period provided for by the applicable legislation.

11.3 For these purposes, the Licensor may transfer data to public authorities to fulfill legal obligations; to state security forces and authorities and/or courts and tribunals that require it as part of an investigation, instruction, or procedure; and to banking entities to manage fees and payments. Data may also be shared with the following categories of responsible parties: Providers of electronic communications, office automation, hosting, housing, computer maintenance, management, accounting, auditing, consulting, and legal representation. Some of these processors may be located outside the European Economic Area, in which case the Licensor will take appropriate data protection measures in advance.

11.4 Data subjects may exercise their rights of access, rectification, erasure, restriction of processing, data portability, the right to object, and the right not to be subjected to a decision based solely on automated processing - including profiling - which has legal consequences for them or similarly significantly affects them, as well as to withdraw their consent at any time, without prejudice to the lawfulness of the processing prior to its withdrawal, by submitting their request to the Licensor. In any case, data subjects shall have the right to lodge a complaint with the relevant supervisory authority if they deem it appropriate.

11.5 Licensor undertakes to process the personal data only in accordance with the instructions provided by the Licensee and (or) its representative (hereinafter in the text of this section - "Licensee") and guarantees that the persons authorized to process the personal data undertake to respect confidentiality or shall be subject to confidentiality by statutory obligation.

11.6 Licensee shall:

11.6.1 Provide or allow the Licensor access to data in order to be able to provide access to the Licensor.

11.6.2 Conduct a data protection impact assessment of the processing activities to be carried out by the Licensor, if applicable.

11.6.3 Conduct appropriate prior consultation.

11.6.4 Ensure that the Licensor complies with the requirements of the Regulation before and during processing.

11.6.5 Supervise the processing, including the performance of inspections and audits.

11.7. The Licensor, as the data processor, undertakes to:

11.7.1 Process personal data only in accordance with the Licensee's documented instructions, including with regard to the transfer of personal data unless required by Union or Member State law, in which case the Licensor shall inform the Licensee of such legal requirement prior to the commencement of processing, unless such law prohibits it for important reasons of public interest.

11.7.2 Ensure that persons authorized to process personal data are bound to confidentiality or are subject to an obligation of confidentiality of a statutory nature.

11.7.3 Take all necessary measures in accordance with Article 32 of the GDPR.

11.7.4 Assist the Licensee, taking into account the nature of the processing, by taking appropriate technical and organizational measures, where possible, to enable the Licensee to meet its obligation to respond to requests aimed at exercising the rights of data subjects. In this case, the Licensee shall notify the Licensee by email. The communication shall be made immediately, but in no case later than the business day following receipt of the request, together, where appropriate, with information that may be relevant to the satisfaction of the request.

11.7.5 Assist the Licensee in ensuring compliance with the obligations set out in Articles 32-36 GDPR, taking into account the nature of the processing and the information available to the Licensor.

11.7.6 Unless otherwise instructed by the Licensee, delete all personal data upon termination of the Services, and delete existing copies unless retention of personal data is required by Union or Member State law.

11.7.7 Provide the Licensee with all information necessary to demonstrate compliance with the obligations under Article 28 of the GDPR and allow and facilitate audits, including inspections, by the Licensee or other auditor authorized by the Licensee.

11.7.8 To inform the Licensee immediately if, in the opinion of the Licensor, the instruction violates the GDPR or other Union or Member State data protection provisions.

11.7.9 To comply with any other obligation imposed on it under applicable data protection legislation; and

11.7.10 Without undue delay and in any event no later than 48 hours in advance, to notify the Licensee by email of any personal data security breach of which it becomes aware, together with all relevant information to document, resolve, and communicate the incident.

12. FINAL PROVISIONS

12.1 All amendments and supplements to the Agreement have to be made in writing by way of signing addenda hereto, unless expressly stated otherwise herein.

12.2 Should any provision of the Agreement be in conflict with the provisions of the applicable legislation and held invalidated, this circumstance shall not impact the validity of the other provisions of the Agreement.

12.3 The Licensor has the right to change the Agreement unilaterally by notifying the Licensee in advance, as well as changing the Rates specified in clause 3.1 of the Agreement. The changes shall come into force on the next day after the new version of the Agreement is posted at: temvox.com.

The Licensee undertakes to check the current version of the Agreement each time before using the Assistant. The Licensor has the right to notify the Licensee of future changes via the communication channels specified in clause 8.1 of the Agreement.

12.4 The use of the Assistant means that the Licensee agrees to the new version of the Agreement. In case of disagreement with any provision of the Agreement and (or) its annexes, the Licensee is obliged to stop using the Assistant. The Licensee is solely responsible for any consequences resulting from failure to familiarize with the Agreement and its annexes.

12.5 The Licensee is not entitled to transfer its rights hereunder to a third party without the Licensor’s written consent.

12.6 The Agreement is an integral part of the Agreement for the Assistant integration and training determined in clause 1.7 hereof. Should any provision of the Agreement be in conflict with the provisions of the Agreement for the Assistant integration and training made by the Parties, the provisions of the present Agreement shall prevail.

12.7 The Agreement is made in 2 (two) counterparts of equal legal force, 1 (one) for each of the Parties.

13. DETAILS OF THE LICENSOR The Licensor
TEMVOX L.L.P.
Legal address: Office 4 219 Kensington High, London, W8 6BD
Company number: OC446251
Telephone: +447418358559
Email: [email protected]
Bank details
Bank name: Banking Circle S.A.
Bank address: 2, Boulevard de la Foire L-1528 LUXEMBOURG
ccount number: LU294080000024260373
SWIFT code/BIC: BCIRLULL