Public offer agreement

1. 1. This Public Offer Agreement (hereinafter the Agreement) is a proposal of Limited Liability Company SYTECS-PRO to enter into an e-license agreement within the meaning of Law of Ukraine On E-Commerce on the acquisition of the right to use the Enterprise Mobility Client Software Product (EMC WEB and Telnet Client for Android) using the experience of the site: https://emc.sytecs.com.ua/ by any interested person under the terms and conditions set out below.

2.1. Public Offer Agreement means an agreement, the terms of which are, according to Art. 633, 641 of the Civil Code of Ukraine, the same for all interested parties, and the unconditional acceptance of which terms shall be deemed acceptance of the Agreement.

For the purposes of this Agreement, unconditional acceptance of the terms is entering of personal data (name, company name, contact phone number, e-mail address), and making a payment in accordance with Part 2 of Art. 642 of the Civil Code of Ukraine;

2.2. Licensor means a legal entity, owner of the exclusive property rights to the Enterprise Mobility Client Software Product (EMC WEB and Telnet Client for Android);

2.3. Licensee means a person who under this Agreement receives a non-exclusive license to use the Software in its business activities and/or for its own purposes not related to conducting of business activities.

2.4. Software means the Enterprise Mobility Client Software Product (EMC WEB and Telnet Client for Android), which is the copyright item and which is protected in the manner prescribed by law.

2.5. Non-Exclusive License means a license to use the intellectual property item, which does not exclude the possibility of using the Software by the Licensor and issuing licenses to other persons to use the Software by the Licensor.

2.6. The remaining terms used in the Agreement shall be defined in compliance with the applicable legislation of Ukraine.

3.1. The Agreement being concluded on the basis of the Licensee’s acceptance of this offer is an agreement to which the Licensee joins without having any reservation. The Licensee accepts the offer only if it agrees with all its terms and conditions in full and recognizes its terms as fair and such that do not limit its rights.

3.2. In order to enter into this Agreement, the interested person shall provide a response to the acceptance of the offer (acceptance) by placing an Order on the Licensor’s official website (https://emc.sytecs.com.ua/), by filling in all required data and details of the Order, choosing a type of license and/or additional services. The fact of placing an Order (clicking on the “Send” link and paying an issued Invoice in accordance with Part 2 of Art. 642 of the Civil Code of Ukraine) shall be deemed acceptance of this Agreement.

3.3. A hard copy of the Public Offer Agreement, in the wording in force at the time of its acceptance, may be sent to the Licensee by mail at its request.

4.1. Under this Agreement, the Licensor grants the Licensee a non-exclusive and non-transferable license to use the Licensor’s Software within the limits specified in the Agreement, and the Licensee is obliged to pay a fee for the use of the Software under the terms of the Agreement.

4.2. The license under this Agreement is valid throughout the world.

4.3. The type of license is chosen by the Licensee when placing the Order among the options offered by the Licensor:

4.3.1. The license is granted with no time limit.

4.3.2. License to use the Software for a period of 1 (one) year.

4.4. When choosing a perpetual license to use the Software, the Licensee has the right to choose Additional services related to the service support of the Software, namely:

4.4.1. Software service support package for 1 device for 1 year;

4.4.2. Software service support package for 1 device for 3 years;

4.4.3. Software service support package for 1 device for 5 years.

4.5. When choosing a term license, service support of the Software for the term of the license is included in the price under this Agreement.

4.6. The Licensee does not acquire ownership or copyright on the Software. The Software remains the property of the Licensor.

4.7. The Licensor warrants that it is the proper owner of the intellectual property rights in respect of the Software and that the transfer of the right to use the Software to the Licensee under this Agreement does not cause any harm to third parties.

4.7. The Licensee will use the Software by installing it on its own equipment, for the purpose of further operation of this equipment together with the Software in its business activities and/or for its own purposes not related to business activities.

4.8. The Licensee uses the Software at its risk, the Licensor will not be liable for any loss or distortion of data, any lost profits in the use or misuse of this Software.

5.1. Under this Agreement, the Licensee has the right to use the Software in accordance with the Agreement.

5.2. The Licensee has the right to:

5.2.1. use the Software in accordance with the terms of this Agreement;

5.2.2. read the documentation for the Software posted on the Licensor’s official resources.

5.2.3. within the limits of the rights granted to it under this Agreement, to enter into sublicense agreements with third parties.

5.3. The Licensee is obliged to:

5.3.1. to pay for the use of the Software in accordance with clause 6.1. of this Agreement;

5.3.2. not to perform the actions provided for in Clause 5.6. of this Agreement;

5.4. The Licensor has the right to:

5.4.1. require proper use of the Software by the Licensee.

5.5. The Licensor is obliged to:

5.5.1. in the manner prescribed by this Agreement, to provide the Licensee with one copy of the Software using the experience of the site: https://emc.sytecs.com.ua/ and in the cases stipulated by this Agreement – to provide service support for the Software, in accordance with the Licensee’s Order.

5.6. The Licensee is prohibited from:

5.6.1. resorting to decompile or disassemble the Software, or otherwise research and/or modify the software code;

5.6.2. publishing or distributing copies of the Software contrary to the terms of this Agreement;

5.6.3. transferring the Software to third parties for reverse engineering, decompiling or disassembling of the Software, or researching the software code and/or its otherwise modification. But it is allowed to make copies of the Software for backup purposes without transferring it to third parties.

6.1. The Licensee pays to the Licensor a one-time payment for the purchase of a license to use the Software and, if necessary, Additional services related to the service support of the Software, in the amount determined according to the tariffs posted on the official website of the Licensee.

6.2. The payment shall be made on the basis of the issued e-Invoice.

6.3. The Licensor reserves the right to change the prices for the Software unilaterally. In such case, the prices for the ordered Software (after order confirmation), after issuing the Invoice, cannot be changed.

6.4. The Licensee’s payment obligations are deemed to have been properly fulfilled after crediting the full amount to the Licensor’s account.

7.1. In case of violation of the obligations arising from this Agreement, the Party shall bear the responsibility specified in this Agreement and (or) applicable legislation of Ukraine.

7.1.1. Violation of the Agreement is failure to fulfil it or its improper fulfilment, i.e. fulfilment in violation of the terms stated in the text of this Agreement.

7.1.2. The Party shall not be liable for violation of the Agreement if it occurred through no its fault (intent or negligence).

7.1.3. The Party shall be deemed not guilty and shall not be liable for violation of the terms of this Agreement if it proves that it has taken all necessary measures to ensure proper execution of this Agreement.

7.2. For violation of the of intellectual property right, including non-recognition of such right or encroachment on it and/or in case of the Licensee’s violation of the obligations stated in Clause 5.3 of this Agreement, the Licensee shall pay the Licensor a penalty in amount of UAH 50,000 (fifty thousand hryvnias) for each case of violation.

8.1. All disputes arising out of this Agreement shall be settled by negotiations between the Parties.

8.2. In case of any the Licensee’s claims/complaints regarding the technical characteristics of the Software or other issues arising in relation with the entering into of this Agreement, the Licensee may send a letter/complaint/claim by e-mail: info@sytecs.com.ua .

8.3. If a dispute may not be settled by negotiations between the Parties, such disputes shall be settled by addressing to a court.

9.1. This Agreement enters into force from the moment of its acceptance, in accordance with clause 3.2. of this Agreement and is valid until the Parties fully fulfill their obligations under this Agreement.

9.2. The Agreement may be terminated by consent of the Parties or at the Licensor’s request in matters provided for in this Agreement.

10.1. By accepting the terms of this Agreement, the Licensee agrees to processing of its personal data for purposes necessary for the implementation of the Agreement, to the extent and in the manner prescribed by law.

Provision of personal data when filling in the mandatory data and details on the Licensor’s website is regulated in accordance with legislation of Ukraine on personal data protection.

10.2. In matters not regulated by this Agreement, the Parties shall be governed by applicable legislation of Ukraine.