LICENSING AGREEMENT

Valid from 11.05.2018

Yaropolova Natalya Alexandrovna, an individual entrepreneur, hereinafter referred to as the Licensor, on the one hand, and _______________________________, represented by ___________________, acting on the basis of_______________, hereinafter referred to as the Licensee, on the other hand, have entered into this Licensing Agreement (hereinafter referred to as the Agreement) on the following:

  1. THE SUBJECT MATTER OF THE AGREEMENT

1.1. The Licensor, who is the developer of the software product (hereinafter referred to as the SW product) and a holder of exclusive rights on it, authorizes the Licensee to use the SW product in the manner stipulated in the Agreement, and the Licensee undertakes to pay the Licensor the license fee specified by the Agreement.

1.2. The license granted to the Licensee under the Agreement is simple (non-exclusive). The Licensor reserves the right to grant licenses to other parties.

1.3. The Licensee is entitled to use the SW product using the legal methods under the laws of the Russian Federation.

  1. LICENSE VALIDITY PERIOD. TRANSFER OF LICENCE TO USE.

2.1. The license is valid upon crediting the funds specified by cl.3.1. of the Agreement to the Licensor’s settlement account.

2.2. In the event of update of the Software Product, the Licensee undertakes to:  
- pay the update cost (as per tariffs specified by cl. 3.3)
- follow the manual on the SW product update which will be sent to the Licensee upon the receipt of funds to the Licensor’s account. In the event of the manual loss, the Licensee shall send a request to the Technical Support Service.

2.3. In the event of late performance of the update procedure by the Licensee, the Licensor shall not bear the responsibility for late commissioning of new features of the SW product and possible losses associated with it.

2.4. The transfer of the SW product use license is documented by signing the Acceptance Certificate of the License to the SW in due form stipulated in Annex No. 1 to the Agreement.

  1. LICENSE FEE PAYMENT AMOUNT AND PROCEDURE

3.1. The cost of the licensed SW product is ___________ rubles, free of VAT

3.2. The payment under the Agreement shall be done 100% advanced payment within 7 (seven) days from the date of invoice issued by the Licensor.

3.3. The cost of the SW product update is:  
- the update cost will be 50% of the current cost of all the Licensee’s licenses when updating the SW product with a number of licenses from 1 to 10 inclusive;
- the update cost will be 40% of the current cost of all the Licensee’s licenses when updating the SW product with a number of licenses from 10 to 50 inclusive;
- the update cost will be 30% of the current cost of all the Licensee’s licenses when updating the SW product with a number of licenses from 50 to 250 inclusive.

3.4. All the payments under the Agreement shall be effected in a cashless manner by transferring funds to the settlement account stated by the Licensor. The Licensee’s payment liabilities are deemed as performed upon the date of crediting the funds to the Licensor’s account.

  1. LIABILITIES OF THE PARTIES

4.1. The Parties are liable in accordance with the current laws of the Russian Federation, including but not limited to the liability specified in the Civil Rule 1253 of the Russian Federation.

  1. FORCE MAJEURE

5.1. The Parties shall not be held liable for failure to perform or improper performance of obligations under the Agreement in the event of force majeure, i.e. extraordinary circumstances unavoidable under the given conditions, which can be understood as prohibitive acts of government authorities, civil unrest, epidemics, siege, embargo, earthquakes, floods, fires or other natural disasters).

5.2. In the event of the above circumstances, the Party shall notify the other Party of it within 2 (two) days.

5.3. The document issued by the authorized government body is conclusive evidence of presence and duration of action of force majeure circumstances.

5.4. If the force majeure circumstances act for more than 3 (three) months, each Party may terminate the Agreement unilaterally.

  1. AGREEMENT MODIFICATION AND EARLY TERMINATION

6.1. All the modifications and amendments to the Agreement are effective if they are made in written form and signed by both Parties. The relative addendums of the Parties are integral part of the Agreement.

6.2. The Agreement can be prematurely terminated as agreed by the Parties or as requested by one Party on the grounds and in the manner provided for by the current legislation of the Russian Federation.

  1. DISPUTE SETTLEMENT

7.1. The Parties will seek a negotiated settlement to all the possible disputes and differences which may arise under the Agreement or in connection with it.

7.2. The disputes which have not been settled by negotiation shall be referred to the Arbitration Court of the Moscow region in the manner provided for by the current legislation of the Russian Federation.

  1. FINAL PROVISIONS

8.1. The Agreement shall be made in two copies, one for each Party.

8.2. This Agreement enters into force upon signature and is effective until the Parties have carried out their obligations under the Agreement.

8.3. The conclusion of the Agreement means the entire and unreserved consent of the Licensee with the conditions of the Licensing Agreement available on the website https://salesscriptprompter.com/license.

8.4. The integral part of the Agreement is:

- Acceptance Certificate of the License to the SW (Appendix No. 1 to the Agreement).

  1. Addresses, bank details and signatures of the Parties:

The Licensor

The Licensee

Yaropolova Natalya Alexandrovna, individual entrepreneur

INN 500401747280 IEPSRN 311500402500021

House 5, Fedyokovo village, Volokamsky district, Moscow region, 5143611

Settlement account 40802810502760000170

Correspondent account 30101810200000000593

ALFA BANK, JSC Moscow city

BIC 044525593

_________________ Yaropolova N.A., IE



Appendix No. 1

to Licensing Agreement No. ____

dated “____”___________20__

Acceptance Certificate of the License to the Software

Yaropolova Natalya Alexandrovna, an individual entrepreneur, hereinafter referred to as the Licensor, on the one hand, and _______________________________, represented by ___________________, acting on the basis of_______________, hereinafter referred to as the Licensee, on the other hand,

 have signed this Act to Licensing Agreement No. _______________ dated _______________  (hereinafter referred to as the Agreement) on the following:

  1. In accordance with the Agreement the Licensor have transferred to the Licensee and the Licensee has accepted the right-to-use license to the below SW product (hereinafter referred to as the SW product):
 

 

Name of the software product

Number of licenses

Date of transfer

SalesScriptPrompter

 _______________

 _______________

  1. By signing this Act, the Licensor transfers to the Licensee all the user documentation required to use the SW product in accordance with the Agreement.
  2. The right-to-use licenses to the SW product are transferred to the Licensee in the scope and within the time frame stipulated by the Agreement.
  3. The Licensee does not have any claims regarding the quality of the SW product against the Licensor.
  4. This Act is signed in 2 original copies.

 Signatures of the Parties:

The Licensor

The Licensee

_________________ Yaropolova  N.A., IE

 

The form approved by:

The Licensor

The Licensee

_________________ Yaropolova  N.A., IE