Contract offer

Agreement

on accordance of non-exclusive rights

for the employment of software product _______

 

Opentrade Commerce LLC (Limited Liability company), hereinafter referred to as the Licensor, in the person of General Director of Opentrade Commerce LLC (Limited Liability company) Viktoria Vitalyevna Logacheva, acting upon Charter, and ____________________________________ Limited Liability company hereinafter referred to as the Licensee, in the person of General Director __________________________________________, have herein agreed as follows.

  1. Subject of the Agreement

1.1 The Licensor undertakes to provide the Licensee with the non-exclusive right for the employment of OpenTrade Commerce Operational Platform , hereinafter referred to as Software Product and/or SP, on the conditions, by the modes and within the limits established by this Agreement and the License conditions, which are an integral part of this Agreement, and also to render servicing and support of SP for the Licensee within the cost of the tariff chosen by the Licensee, and the Licensee undertakes to pay license remuneration to the Licensor.

1.2 The following documents, which are an integral part of this Agreement, are publicly available online at: en.otcommerce.com/documents-terms.

1.2.1 Rules of installation and updatings of OpenTrade Commerce products;

1.2.2 Rules of OpenTrade Commerce services' work;

1.2.3 Rules of the accomplishment of OpenTrade Commerce clients' sites customization;

1.2.4 Right of ownership for OpenTrade Commerce SP;

1.2.5 Notice about risks

1.2.6 License conditions;

1.2.7 Rules for the provision of SLA services;

1.2.8 License fee tariffs;

1.2.9 Registration form.

Signing of this Agreement confirms the acceptance of the rules, terms and conditions mentioned above, in Clause 1.2. by the Licentiate.

2. Limitation of Use

2. The Licensee acquires the right to use the SP on his website in compliance with the license conditions.

2.2 The time period of entitlement to the SP use totals 12 months starting from the moment of signing of this Agreement. The term for the rights of use may be extended by consent of the parties for a period set by the parties, or for an indefinite period of time on the initiative of the Licensee, who has paid the usual license fee within one month after the termination of the eligibility period.

2.3 Cession of the rights to use the SP is performed by the Licensor in respect of the Licensee by providing the access code no later than in 2 business days after signing of this Agreement and effecting of the first license payment.

3. License Fee

3.1 The license payment amounts to 100 % of the SP price and should be paid by the Licensee to the Licensor’s account within 3 business days starting from the moment of signing of this Agreement on the basis of the details of the Licensor’s account.

3.2 The amount of license payments depends on the tariff chosen by the Licensee.

3.3 Tariffs of license payments are publicly available online at: en.otcommerce.com/products/service-payments.

The tariff totals 2 % of the Licensee's trade turnover under the condition of sales accomplished with the SP use. Thus the trade turnover is regarded as gain from sales.

3.4 The parties are supposed to sign the Statement of license fee calculation monthly. The Statement of calculation must be signed by the Licensee within 3 days upon receipt from the Licensor.

3.5 The Licensee has to effect the usual license payment no later than in 3 days starting from the issue of Statement of calculation and bill by the Licensor. The aforementioned documents for payment are considered as issued after having been sent by e-mail at the address specified in the Registration form. In addition, originals of the documents mentioned above should be shipped to the Licensee by express mail or any other service providing evidence that the mailing is received by the addressee.

3.6 License payments made by the Licensee to the Licensor are not refundable.

4. Responsibility. Settlement of Disputes

4.1 In the event of violation or improper execution of the terms of this Agreement, the Parties incur liability in accordance with the present International Law, this Agreement and the License conditions which are an integral part of this Agreement.

4.2 If the Licensee’s website could not be used for trading and perform its direct functions due to the Licensor's fault, the Licensee is within his right to suspend payments for this period in concordance with the Licensor. The Licensor does not assume responsibility for any other business risk taken by the Licensee.

4.3 In the event of violation or improper execution of the terms of this Agreement, the Parties incur liability with accordance to current International commercial legislation, this Agreement and the License conditions which are an integral part of this Agreement.

Disputes and the disagreements if arisen with regards to the Agreement are to be resolved by the Parties by means of negotiations. If the Parties fail to achieve friendly settlement, these disputes and disagreements should be considered by the International commercial court.

5. Other Conditions

5.1 This Agreement is the Agreement of joining, and its terms are defined by the Licensor, among other things by making the documents listed in Clause 1.2 of this Agreement publicly available, - as its integral conditions.

The terms of the Agreement are to be accepted by the Licensee as they are, by joining to the Agreement in general, which means that the Licensee accepts and agrees to meet all the conditions of this Agreement as specified herein.

5.2 The Agreement comes into force, and considered as concluded since the moment of:

Registration and the first payment made by the user. In addition, the Licensor undertakes to sign the Agreement on paper, without any prejudice for the moment of conclusion of the Agreement.

6. Identification of the LICENSOR

Company name: Opentrade Commerce LLC
General Director: Viktoria Vitalyevna Logacheva
Legal address: Russia, 394018, Voronezh City, Svobodi Street, Bld. 14, Office 606
TIN: 3664226667
RRC: 366401001
Primary National Registration Number: 1173668009734
Russian National Classifier of Economic Activities: 62.01, 74.90, 72.19, 58.21, 70.22, 62.02, 73.11, 58.29, 63.11.1,63.11.9, 63.11

Clearing account: 40702810802000032318
Beneficiary Bank: Yaroslavl branch of "Promsvyazbank" Public Liability Company in Yaroslavl city
Correspondent account: 30101810300000000760
RCBIC: 047888760
TIN: 7744000912
RRC: 760402001