Public Offer for the Granting of the Right to Use the Service “PATENT EXPERT ASSISTANT”

Limited Liability Company (TIN 9731135673; OGRN 1247700403389), hereinafter referred to as the “Licensor”, hereby offers any legal entity, hereinafter referred to as the “Licensee”, to enter into this public offer for granting the right to use the “PATENT EXPERT ASSISTANT” service on the accession terms set out below.

This offer, in accordance with para. 2 of Art. 437 of the Civil Code of the Russian Federation, is a public offer (hereinafter – the Public Offer), the full and unconditional acceptance of the terms of which, in accordance with para. 3 of Art. 438 of the Civil Code of the Russian Federation, is the Licensee’s payment for the use of the above-mentioned service in the manner determined by this Public Offer, as well as the Licensee’s performance of conclusive actions on the Licensor’s website.

Acceptance of the Public Offer evidences compliance with the simple written form of the contract (para. 3 of Art. 434 of the Civil Code of the Russian Federation), as well as the Parties’ reaching agreement on all essential terms of the Public Offer, and also means that the Licensee agrees with all of its provisions. The date of conclusion of the Public Offer is deemed to be the date of payment in accordance with the Plan chosen by the Licensee.

1. TERMS AND DEFINITIONS

Licensee’s Administrator — an individual authorized by the Licensee (a representative of the Licensee) who has access to the Administrator’s Personal Account for managing Users’ access. The actions of the Licensee’s Administrator are deemed to be the actions of the Licensee itself.

User Content — any information, data and materials (including, but not limited to: text descriptions, drawings, formulas, diagrams, files in .doc, .pdf, .jpg and other formats) that the User uploads, creates or processes using the Service.

Administrator’s Personal Account — a secure interface of the Service available to the Licensee’s Administrator for managing the Subscription, settings, Users’ access, statistics on the use of the Service by Users, and administration of the Processing Results.

Subscription — a set of the Licensee’s rights to use the Service, granted in accordance with the Plan for the term determined by the Plan chosen by the Licensee, subject to payment by the Licensee.

User – an individual (an employee or an engaged specialist of the Licensee) to whom the Licensee’s Administrator has granted access to use the Functionality of the Service.

User Agreement – a document governing the terms of use of the Service together with the Agreement, posted on the Website at: https://posint.ru/user-agreement/

Processing Results — any data and selections thereof, reports, documents, drawings generated by the Service automatically on the basis of the User Content and the User’s requests.

Service Website – the internet website available at: https://posint.ru .

Service — the Company’s software complex “PATENT EXPERT ASSISTANT”, provided under the SaaS (Software as Service) model, including computer programs, databases, algorithms and a web interface for providing Users with remote access to the Service Functionality.

Service Level Agreement (SLA) — general provisions defining the approach to ensuring the availability of the Service, set out in a separate document posted on the Website at: https://posint.ru/sla-agreement/.

Plan – a description of the functional capabilities of the Service – metrics of operations corresponding to a certain number of Tokens, indicating the cost of the Subscription, constituting an appendix to the Agreement.

Functionality of the Service – the totality of the Service’s capabilities provided by the Company, a detailed list of which is determined by the Plan, which constitutes an appendix to the Agreement.

2. ACCEPTANCE OF THE PUBLIC OFFER

2.1 Full and unconditional acceptance (adoption) of the Public Offer on accession terms is deemed to be the consecutive performance by the Licensee of the following implied actions (conclusive actions) on the Service website, as well as payment in the manner determined by section 5 of the Public Offer:

2.2.1. Reviewing the terms of the User Agreement and the Service Level Agreement of the Service.

2.2.2. Reviewing the terms of the current Plans.

2.2.3. Filling out the registration form on the Website, indicating the Licensee’s accurate details, the contact details of the Licensee’s Administrator appointed by the Licensee, and the Plan chosen by the Licensee.

2.2. Making a 100% prepayment on the basis of a Universal Transfer Document (hereinafter – UTD) marked “Excl. VAT”, sent by the Licensor to the Licensee in accordance with the Plan chosen by the Licensee.

2.3. From the moment the funds are successfully credited to the Licensor’s settlement account, the Public Offer is deemed concluded and its terms are deemed agreed by the Parties in full.

2.4. The terms of the Public Offer are unchangeable for the Licensee. The Licensee accepts all terms of the Public Offer as a whole, without any exceptions, limitations or reservations.

3. SUBJECT OF THE PUBLIC OFFER

3.1. The Licensor grants the Licensee, on the terms of a simple (non-exclusive) license, the right to use the Service within the scope of rights specified in the Plan chosen by the Licensee, and the Licensee undertakes to accept and pay for the right to use the Service in the manner and on the terms established by the Public Offer.

3.2. The right to use the Service is granted for a term of 12 (Twelve) months, unless otherwise provided by the Plan chosen by the Licensor, from the moment of payment in the manner determined by Section 5 of the Public Offer. Upon expiry of the said term, access to the Service is terminated automatically.

4. LICENSE TERMS AND LIMITS OF THE RIGHTS GRANTED

4.1. The right to use the Service is granted by providing remote access to the Functionality of the Service, in the manner determined by the User Agreement, to the Licensee’s Administrator/the Licensee’s Users within the limits established by the Plan, within 1 (one) business day from the date of payment, for the term specified in the Plan.

4.2. Use of the Service is permitted in the following territory: the territory of the Russian Federation.

4.3. The license granted to the Licensee under the Public Offer is simple (non-exclusive). The Licensor retains the right to grant licenses to other persons.

4.4. The Licensee has no right to grant sublicenses (to enter into sublicense agreements).

4.5. The Licensor grants the Licensee the right to use the Service in the following manner: use of the Service by the Licensee’s Administrator/the Licensee’s Users in accordance with the Functionality of the Service.

4.6. The Licensee undertakes to ensure compliance by the Licensee’s Administrator/all Users with the terms of the User Agreement posted on the Website. A breach by the said persons of the terms of the Public Offer and the User Agreement is regarded as a breach of the Public Offer and the User Agreement by the Licensee itself.

5. SETTLEMENTS. PAYMENT PROCEDURE

5.1. For the granting of the right to use the Service, the Licensee pays the Licensor a remuneration in the amount specified in the Plan chosen by the Licensee that is in effect at the time of payment. The Licensor, as a resident of the Skolkovo Innovation Center (Инновационный центр «Сколково»), in accordance with the legislation of the Russian Federation is not a payer of value added tax (hereinafter – VAT). VAT is not separately stated in the price (the amount of the remuneration) and is not paid (Art. 145.1 of the Tax Code of the Russian Federation).

5.2. The Licensee pays the remuneration specified in cl. 5.1 of the Public Offer on the basis of a Universal Transfer Document (hereinafter – UTD) marked “Excl. VAT”, sent by the Licensor to the Licensee. The UTD is also the document confirming the granting of the right to use the Service.

5.3. Payment is made within 3 (three) calendar days from the date the Licensor issues the UTD. The Licensee’s payment obligations are deemed performed from the moment the funds are credited to the Licensor’s settlement account. Each of the Parties independently pays the fees of the servicing banks.

5.4. The Parties have agreed that, after the Licensee has made payment, access to the Service is deemed provided, and the remuneration determined in the manner established by cl. 5.1 of the Public Offer is non-refundable, in the following cases:

5.4.1. If the Licensee did not use the Service during the term of the Subscription (within the periods determined by the Plan).

5.4.2. Suspension/blocking of access to the Service due to a violation by the Licensee’s Administrator/Users of the terms of the User Agreement.

5.4.3. Upon the Licensee’s unilateral refusal to perform the Public Offer, regardless of the grounds.

6. RIGHTS AND OBLIGATIONS OF THE PARTIES

6.1. The Licensor undertakes to:

6.1.1. Provide the Licensee with access to the Service within the scope determined in the Plan chosen by the Licensee.

6.1.2. Ensure the functioning of the Service in accordance with the Service Level Agreement of the Service posted on the Website.

6.1.3. Ensure the confidentiality and security of User Content.

6.2. The Licensor has the right to:

6.2.1. Suspend the provision of access to the Service in the event of the Licensee’s breach of the terms of the Public Offer, including breach of payment deadlines, and restrict or block access to the Service for the Licensee’s Administrator/Users in the event of a breach of the User Agreement by the latter.

6.2.2. Unilaterally amend the terms of the Public Offer, as well as the terms of the Plans. The new version of the Public Offer and/or the Plans takes effect from the moment of its/their publication on the Website and applies to legal relations arising after that date. The changes do not apply to the terms of access to the Service already paid for by the Licensee in accordance with the Plan paid for by the Licensee.

6.2.3. Use the graphic representations of trademarks, emblems, company name, commercial designation and other means of individualization belonging to the Licensee for the purpose of notifying an indefinite number of persons about the Licensee as an entity that uses/has used the Functionality of the Service.

6.3. The Licensee undertakes to:

6.3.1. Make payment in accordance with the terms of the Public Offer.

6.3.2. Ensure the use of the Service by the Administrator/Users of the Licensee in accordance with the Functionality of the Service and the terms of the User Agreement.

6.3.3. Ensure the existence of legal grounds for the processing of personal data of the Licensee’s Administrator/Users — obtaining the consent of the said persons to the processing of personal data and to its transfer to the Licensor for the purposes and on the terms specified in the Privacy Policyposted on the Website. At the Licensor’s request, the Licensee is obliged to provide confirmation of the legal grounds for the processing of the personal data of the User/Client’s Administrator and their transfer to the Licensor within the time limits specified in the Licensor’s request. If the said persons withdraw their consent to the processing of personal data, the Licensee is obliged to notify the Licensor thereof immediately.

6.3.4. Compensate the Licensor for all losses caused by the actions of the Licensee’s Administrator/Users.

6.4. The Licensee has the right to:

6.4.1. Dispose of the Processing Results and use them at its own discretion.

7. INTELLECTUAL PROPERTY

7.1. The exclusive rights to the Service as a whole, the source and object code of the software through which the Service functions, its user interface, as well as graphic images, animations, video images, text materials, images and other objects of copyright and/or related rights, as well as objects of patent rights, trademarks, commercial designations and company names, and other parts of the Service, belong to the Licensor or other right holders.

7.2. The rights to User Content remain with the Licensee and/or the User themselves (depending on who is its right holder).

7.3. The exclusive property rights to the Processing Results created by means of the Functionality of the Service on the basis of User Content belong to the Licensee, unless otherwise provided by separate agreements between the Licensee and Users.

8. CONFIDENTIALITY

8.1. All personal data of the User/Administrator of the Licensee and other representatives of the Client is processed in accordance with the Privacy Policyposted on the Website.

8.2. User Content and Processing Results are considered confidential information of the Licensee.

8.3. The Licensor undertakes to apply reasonable technical measures to protect the Licensee’s data (User Content and Processing Results), including encryption of information during transmission and storage, as well as other measures specified in the User Agreement.

9. LIABILITY OF THE PARTIES

9.1 For non-performance or improper performance of obligations under the Public Offer, the Parties bear liability in accordance with the legislation of the Russian Federation, taking into account the provisions of this section of the Public Offer.

9.2. The Service is provided “AS IS” subject to the limitations of liability established by the User Agreement and Service Level Agreement of the Service. In all cases, the Licensor is liable solely for documented actual damage caused to the Licensee as a result of the Licensor’s actions/inactions, solely provided that the Licensor’s fault is proven. In this case, the Licensor’s liability is limited to an amount not exceeding the cost of the Subscription under the Plan chosen by the Licensee.

9.3. The Parties are released from liability for partial or complete non-performance of obligations under the Public Offer caused by force majeure circumstances. Such circumstances include, in particular: accidents resulting in a breach of the integrity of the Licensor’s network; power outages of the Licensor’s active network equipment; DDoS attacks; natural disasters; natural and industrial catastrophes; acts of terrorism; military actions and special operations; civil unrest; the adoption by state authorities, local self-government bodies, or international organizations of acts containing prohibitions or restrictions with respect to the activities of the Parties, including the imposition of sanctions on individual citizens or organizations; other circumstances that cannot be foreseen or prevented in advance and make it impossible for the Parties to perform their obligations under the Public Offer.

9.4. If force majeure circumstances continue for more than 60 (sixty) calendar days, or when, upon their occurrence, it becomes obvious to both Parties that they will continue for longer than this period, the Parties undertake to discuss the terms for terminating the use of the Service.

10. DISPUTE RESOLUTION

10.1. Disputes and disagreements that may arise in the performance of the Public Offer will, where possible, be resolved through negotiations between the Parties.

10.2. Before filing a claim under the Public Offer, the Party that considers its rights to have been violated is obliged to observe the claims procedure of pre-trial dispute settlement.

10.3. If it is impossible to resolve the dispute through negotiations and in the claims procedure, the dispute shall be resolved in court at the location of the Licensor.

11. TERM. PROCEDURE FOR AMENDMENT AND TERMINATION OF THE PUBLIC OFFER

11.1 The Public Offer enters into force from the moment of its acceptance by the Licensee and remains in effect for the term of the Subscription specified in the Plan chosen by the Licensee.

11.2. The Public Offer may be terminated by agreement of the Parties, as well as due to a unilateral out-of-court refusal by either of the Parties to perform it, with prior written notice to the other Party 10 (ten) calendar days before the date of refusal to perform it.

11.3. The Parties hereby agree that in the event of early termination of the Public Offer or refusal by one of the Parties to perform it, the Licensee shall ensure that the Licensee’s Administrator/Users cease using the Service without mutual settlements between the Parties.

12. FINAL PROVISIONS

12.1. Rights and obligations under the Public Offer may not be assigned by the Licensee to third parties without the consent of the Licensor.

12.2. In the event of a change of name, location, bank details and other data, the Licensee is obliged to notify the Licensor of the changes within 3 (three) business days. If the other Party is not notified within the periods specified in this clause of the Public Offer, the Licensee that failed to notify the Licensor within the specified period is not entitled to refer to such changes in the event of any disputes between the Parties.

12.3. In all other respects not provided for by the Public Offer, the Parties are guided by the User Agreement, Service Level Agreement of the Service and the current legislation of the Russian Federation.

12.4. If any provision of the Public Offer is found invalid, not subject to legal protection or not subject to application, such provision shall not affect the validity, legal protection and application of any other provision of the Public Offer.

12.5. This version of the Public Offer enters into force from the moment of its publication on the Internet on the Website and remains in effect until revoked by the Licensor. The Licensor reserves the right to amend the terms of the Public Offer and/or revoke it at any time at its sole discretion. If the Licensor amends the Public Offer, such amendments enter into force from the moment of publication, unless another effective date of the amendments is additionally specified upon their publication.

13. DETAILS OF THE LICENSOR

Limited Liability Company

“IIP-INTELLEKTUALNYE SISTEMY” (IIP IS LLC) (ООО «ИИП ИС»)

INN/KPP 9731135673/773501001

OGRN 1247700403389

Bank details

Settlement account 40702810820000120787

Correspondent account 30101810745374525104

Bank: Tochka Bank LLC (ООО «Банк Точка»)

BIK 044525104

Legal address: 124482, MOSCOW, VN.TER.G. MUNICIPAL OKRUG SAVELKI, ZELENOGRAD, BLDG. 305

Actual address: 124482, Moscow, Zelenograd, building 305

Postal address: 124460, Russia, Moscow, Zelenograd, P.O. Box 200, Institute of Innovations and Law LLC (ООО «Институт Инноваций и Права»)

Email: mail@posint.ru.