END USER LICENSE AGREEMENT

Date of last revision: February 25, 2023.

The End User License Agreement (the “License Agreement”) establishes the terms and conditions of using the MyOffice Plus computer software and its updates or upgrades (the “Software”) and is concluded between the End User and New Cloud Technologies Ltd., which is the Rightholder of exclusive rights to the Software.

Please read the following terms and conditions of the License Agreement carefully before using the Software. Whenever You use the Software, You fully and unconditionally accept the terms and conditions of this License Agreement.

If You do not accept the terms and conditions of the License Agreement in full, You do not have the right to use the Software for any purpose or in any manner.

The License Agreement provides for different terms and conditions of use depending on the Software Installed and the License Type purchased by You.

Capitalized terms and definitions in this License Agreement shall have the following meanings (irrespective of the number or case in which such terms and definitions are used):

“Software” means a computer software (as defined in Article 1261 of the Civil Code of the Russian Federation), the exclusive right to which belongs to the Rightholder.

“Client Application” means an application included in the Software designed for Installation on Devices to perform certain tasks and aimed at direct interaction with Software Users, including by means of special separate sessions (of the terminal server or VDI (Virtual Desktop Infrastructure)).

“Server Application” means an application included in the Software that performs service (maintenance) functions and access to certain Software resources to the Software Users.

“Software User” means a natural person who directly interacts with the Client Application and/or who uses access to the Server Application.

“Software User Account” means a set of data stored in the Software about a natural person, that is the Software User, which allows to perform authentication and authorization.

“Software Update” means modification of original Software which is the result of correction of errors and/or updating of the original Software which can contain new solutions, implementation of new requirements and new functions as a result of which separate (derived) results of intellectual property are created that are inseparably linked to the original Software.

“Software Installer” means a set of files prepared for distribution of the Software which includes auxiliary tools for automatic or automated pre-installation and initial configuration of the Software.

“Rightholder” means New Cloud Technologies Ltd. (OGRN (Primary State Registration Number) 1147746237660), the holder of exclisive rights to the Software.

“You or End User” means any person (subject of civil law) who has legally obtained the right to use (simple (non‑exclusive) license) the Software for its own use.

“Corporate End User” means any End User other than a natural person using the Software for private needs. In this case, for the purposes of this License Agreement, a sole proprietor and/or a person who uses a Self-Employment Tax special tax treatment shall be deemed to be a Corporate End User.

“License” means the right to use the Software (simple, non-exclusive license) granted in accordance with the terms and conditions of this License Agreement.

“License Type” means the Software licensing terms and conditions that provide for the use of the Software in a defined way and to the defined extent. The specifics of licensing the Software are set forth in separate sections of this License Agreement depending on the License Type. The License Agreement regulates the use of the following License Types (including but not limited to):

- Corporate License

- OEM License

- License for Update

“Installation” means recording (reproduction) of the Software onto a Device, Computer or Server using the Software Installer and further Software startup.

“Installed” with regards to a Software means the Software whose installation has been completed.

“License Key” (“Registration Key”) means a set of digits, symbols and letters required to confirm the lawful use of the Software. Depending on the License Type, the process of entering the License Key may be automatic or may require Your involvement.

“Device” means a desktop or portable personal Computer or other similar device that functions as a PC and operates under the same operating system, or a virtual machine that emulates the behavior of a PC.

“Mobile Device” means a Smartphone or Tablet.

“Smartphone” means a mobile device with a screen size of up to 7 inches, running under a single mobile operating system and having the functionality of a Computer.

“Tablet” means a mobile device with screen size greater than 7 inches running under a single mobile operating system and having the functionality of a Computer.

“Mobile Application” means a computer program (including client applications) owned by the Rightholder and adapted for use on the Mobile Device.

“Remote Access” means access to the functions of the Software via the Internet or Local Area Network that displays and runs the Software or otherwise provides interaction with the Software, either directly or indirectly, but excludes direct reproduction (Installation) of the Software on the Device being used for Remote Access.

“Server” means physical or virtual server owned or operated by You enabled for internal storage that allows You to reproduce the Server Applications, i.e. to record them on electronic media associated with a server, including its memory.

“Computer” means a technical device owned and/or used by You that automatically processes data in accordance with a particular program (or a group of interrelated or related devices, one or more of which processes such data), an instance of which can be identified by a unique hardware identifier (motherboard ID, BIOS ID, etc.) assigned by the manufacturer of such device or by a set of such identifiers.

“Manufacturer” means a producer/manufacturer of Computers or the person/entity which assembles them.

“Pre-Installed Software” means the Software Installed on the Computer by the Manufacturer.

“Certificate of Authenticity” means a label on the Computer or tangible media containing the Software Installer that confirms Your right to use the Software.

“Agreement Granting Right of Use” means a license agreement providing right of use the Software concluded between the End User and the Rightholder or sublicense agreement providing the rights to use Software concluded between the End User and the person authorized to conclude such a sub-license agreement.

1. General Provisions

1.1. The License Agreement shall become effective upon End User installing or otherwise using the Software or agreeing to the License Agreement by clicking the “Accept” (or «Принять») button followed by Installation of the Software. The License Agreement shall also apply if the right to use the Software is granted to the End User for testing and/or trial purposes, including without entering into a separate License Agreement (Testing and/or Trial Operation License). In this case, the End User shall be subject to the relevant provisions of this License Agreement regarding the License Types, depending on the order and extent of Software usage by the End User during testing/trial operations.

1.2. The Rightholder is entitled to make any changes in the present License Agreement unilaterally. The new version of the License Agreement is published at https://myoffice.ru/eula_plus_en/ and shall become effective as of the date of its publication if not stated otherwise in the respective publication. The End User shall use the Software in accordance with the current (up-to-date) License Agreement published on the aforementioned web page.

1.3. The Software may include digital documentation and other components used along with the Software.

1.4. This License Agreement is valid for the period during which the License is granted to You under this License Agreement and/or Agreement Granting Right of Use, unless otherwise stipulated in the terms and conditions of this License Agreement.

1.5. The License Type applicable, License validity period, number of the Licenses, and other terms and conditions required are set forth in the Agreement Granting Right of Use (if any) or similar document certifying that the License has been granted, unless otherwise provided for herein. In case of any discrepancies in the contents of this License Agreement and the Agreement Granting Right of Use, the text of this License Agreement shall prevail, unless otherwise explicitly provided for herein or any other agreement entered into with the Rightholder.

1.6. The Software may include different bundles (build versions) which may include only Client Applications, or Client Applications and Server Applications simultaneously. The Software bundle is determined by the Agreement Granting the Right of Use.

1.7. The Rightholder and/or its authorized persons are entitled to audit the actual number of the Software Users, the Licenses for which have been distributed to the Corporate End User. For purposes of auditing the actual number of the Software Users, the Corporate End User shall maintain complete and continuous records of the use of the Software and the number of Software Users. If the Corporate End User, with the consent of the Rightholder, transfers all or part of the Software Licenses to affiliates and other third parties, the Corporate End User shall also ensure that such records are kept by such parties. The Corporate End User shall, at the request of the Rightholder and/or its authorized persons, provide information on the use of the Software and the number of Software Users both for the Corporate End User and for affiliates, and third parties to which the Corporate End User has transferred the Software Licenses with the consent of the Rightholder. In the event of such a request, the Corporate End User shall provide the required information within ten (10) business days from the date of its receipt. The Rightholder and/or its authorized persons are also entitled to conduct on-site inspections of the use of the Software and of the actual number of the Software Users. The Corporate End User shall provide access for representatives of the Rightholder and/or its authorized persons to conduct such on-site inspections in its offices, as well as in the offices of affiliates and other third parties using the Software, the Licenses for which have been transferred to the Corporate End User. If the Rightholder and/or its authorized persons request such an on-site inspection, the Corporate End User shall, within ten (10) business days from the date of such request, arrange for such inspection, including by providing the Rightholder and/or its authorized persons with direct access to the required information and technical devices. A breach by the Corporate End User of any of the obligations relating to auditing the actual number of the Software Users shall constitute a material breach of the terms and conditions of this License Agreement.

1.8. The provisions of this License Agreement shall also apply to all new versions of the Software, including such new versions as may be developed after the effective date of this License Agreement. The provisions of this Clause shall also apply if the Software has an alternative name (designated, for example, by indicating a corresponding Arabic number or digits after the name of the Software), including in a foreign language (for example, «МойОфис Профессиональный»).

1.9. If the Corporate End User has purchased an Extended or Premium License for the Software, such Corporate End User will be provided with the appropriate level of technical support for the Software (Extended or Premium). The Corporate End User is provided with an appropriate level of technical support for the Software within the License validity term of the right to receive updates (in case of purchasing an Extended or Premium License with no expiration date), or within the License validity term (in case of purchasing an Extended or Premium Fixed-Term License), or within the validity term of the License for Update (in case of purchasing an Extended or Premium License for Update), or for any other term specified in the Agreement Granting Right of Use. For more information about technical support levels, go to: https://support.myoffice.ru/techsupport/.

1.10. If the End User has been legally granted the right to sublicense the Software to third parties (the “Sublicensees”), such End User shall sublicense the Software under the following terms and conditions:

1.10.1. The End User may grant Licenses to Sublicensees only to the extent of the number of such End User's existing (valid) Licenses.

1.10.2. Once an End User grants a certain number of Licenses to a Sublicensee, such End User is not entitled to use that (granted) number of Licenses in any way (manner).

1.10.3. If, after the transfer of a certain number of Licenses by an End User to a Sublicensee, the Sublicensee stops using that (transferred) number of Licenses in whole or in part for any reason (other than termination of use of the Licenses due to their lawful transfer by such Sublicensee by way of sublicense to other third parties) before the expiration of such Licenses, the End User right to use the corresponding number of Licenses the use of which was terminated by the Sublicensee in accordance with this Clause 1.10.3 of this License Agreement.

1.10.4. If more than one (1) User is authorized to use the Software under the one (1) License per User granted to You (the “Limit Number of Users”), the aggregate number of the Software Users at the End User and its Sublicensee may not exceed the Limit Number of Users under further sublicensing.

1.10.5. If, under one (1) License per Device, you are granted the right to use the Software on more than one (1) Device (the “Device Limit”), the aggregate number of End User and Sublicensee Devices on which the Software may be installed simultaneously may not exceed the Device Limit under further sublicensing.

1.11. The sublicense agreements concluded by the End User in violation of Sections 1.10.1–1.10.5 of this License Agreement shall be deemed to have been entered into without the consent of the Rightholder and shall have no legal effect from the date of their execution.

2. Corporate License

2.1. A Corporate License is granted Per Device or Per User. The Corporate License is granted exclusively to Corporate End Users.

2.2. A Corporate License per Device is provided for Software bundles that include only Client Applications.

2.3. If You purchase a Corporate License per Device, the Rightholder grants You a non-transferable right to use the Software under the following conditions: one (1) Corporate License per Device for the Software allows You to install the Client Applications included in the Software on one (1) of Your Devices for use by any Software User, unless otherwise stipulated in the Agreement Granting Right of Use.

2.4. The Corporate License Per Device prohibits You from allowing multiple natural persons to simultaneously use the Software on one (1) Device, including via Remote Access, unless otherwise stipulated in the Agreement Granting Right of Use.

2.5. The Corporate License per Device allows You to replace the Device on which the Client Applications included in the Software have been installed only if You completely uninstall such Client Applications from the original Device, unless otherwise stipulated in the Agreement Granting Right of Use.

2.6. If You purchase the Corporate License Per User, the Rightholder grants You a non-transferable right to use the Software under the following conditions:

2.6.1 One (1) Corporate License per User for the bundled Software including only the Client Application(s) allows You to install the Client Applications included in the Software on no more than five (5) Devices for use by one (1) Sofware User, unless otherwise stipulated in the Agreement Granting Right of Use.

2.6.2. One (1) Corporate License Per User for the Software bundle that includes both Client Applications and Server Applications allows You to Install the Server Software which is part of the Software on the number of Servers required to You, to Install the Client Applications included into the Software on up to five (5) Devices for use by one (1) Software User, to provide the Software User with the possibility to connect to the Installed Server Applications included into the Software via the Software User Account using a browser and to connect Mobile Applications to the Installed Server Software included into the Software (if it is technically possible to connect the respective Mobile Application) with up to five (5) Tablets and five (5) Smartphones for use via the Software User Account, unless otherwise stipulated in the Agreement Granting Right of Use.

2.7. The Corporate License Per User prohibits You from connecting several natural persons to the Server Applications included in the Software under one (1) Software User Account or allow several natural persons to use the Client Applications included in the Software, including via Remote Access, under one (1) Software User Account, unless otherwise provided for in the Agreement Granting the Right of Use.

2.8. The Corporate License is granted for one (1) year, unless another term is stipulated in the Agreement Granting Right of Use.

2.9. By purchasing a Corporate License, You are entitled to get Software Updates for a period of one (1) year, unless otherwise stipulated in the Agreement Granting Right of Use.

2.10. Creation of multiple Accounts for one (1) Software User shall be allowed only if the End User is legally authorized to have an appropriate number of valid Licenses per User equal to the number of such Accounts created for one (1) Software User. A different provision may be set forth in the Agreement Granting Right of Use.

3. OEM License

3.1. An OEM License is provided for Software bundles that include only Client Applications.

3.2. Under the OEM License, the Rightholder grants You a non-transferable right to use the Pre-Installed Software by running the Pre-Installed Software on the Computer under the following terms and conditions: one (1) OEM License for Pre-Installed Software allows You to use (including via Remote Access) the Pre-Installed Software only on the Computer on which the Pre-Installed Software was first installed by the Manufacturer, or, if You are a Corporate End User, provide access to the Pre-Installed Software (including via Remote Access) to only one Software User at a time and only on the Computer on which the Manufacturer has first installed the Pre-Installed Software.

3.3. An OEM License sets forth the terms and conditions for using the Client Software resulting from the sale of Computers with Pre-Installed Software.

3.4. You are authorized to provide the Pre-Installed Software on the Computer to a third party only together with the Computer and the Certificate of Authenticity label on the Computer.

3.5. You are not permitted to proceed with Installation of the Pre-Installed Software on another Computer, including if the Computer is no longer in use or is malfunctioning.

3.6. All components of the Computer can be replaced while preserving the validity of the OEM License except for the components, which replacement causes the alteration of the unique hardware identifier of the Computer (system board ID, BIOS ID, etc.). If a component of the Computer is replaced which results in a change in the unique hardware identifier of the Computer, the OEM License will expire unless such component is replaced under warranty with an identical one.

3.7. You are prohibited from making the Pre-Installed Software available to multiple individuals at the same time, or from using any virtualization technology.

3.8. The absence of a Certificate of Authenticity label on the Computer makes use of the Pre-Installed Software unauthorized.

3.9. The OEM License is granted for the period of validity of the exclusive right of the Rightholder to the Pre-Installed Software or for another period specified by the Rightholder.

4. License for Update

4.1. Within the License for Update, the Rightholder provides You with a non-transferable right to use the Software Updates by installing the Software Updates on Your Devices. One (1) Update License allows You to install Updates of the Software which You were entitled to use within one (1) License.

4.2. During the validity term of the Update License, the Righholder provides You with the possibility to get the Software Updates via the Internet.

4.3. The period of use of the Software Updates shall not exceed the term of the Software use.

4.4. The terms and conditions of Your use of the Software Updates shall be similar to the terms and conditions of use of the Software as set forth in this License Agreement. Installation of Software Updates signifies Your acceptance of the terms and conditions of this License Agreement as regards the respective Software Updates.

4.5. The Update License is granted for a limited period of time as defined in the Agreement Granting Rights of Use or in another document governing the purchase of the License for Updates.

4.6. You may purchase a License for Update no later than five (5) calendar days after the expiration date of the right to receive Updates (for the Corporate License only), or after the expiration date of the individual License for Update. Upon expiration of the specified term, a License for Update may be provided only if You have purchased an License for Update for the entire period in which You were not entitled to receive Updates, starting from the expiration of the right to receive Updates (for the Corporate License only), or from the expiration of an individual License for Update. You may only purchase an License for Update equal to the total number of License for Updates previously purchased by You for the Software that requires the Update, unless otherwise stipulated in the Agreement Granting Right of Use.

4.7. The Installed Update cannot be discarded, and the Software cannot be restored to its previous state.

5. Restrictions on Use

5.1. Except for use by means and to the extent which are directly stipulated by this License Agreement or by legislation of the Russian Federation, the End User does not have the right to use the Software, including:

5.1.1. to study, research or test the functioning of the Software for the purpose of determining the ideas and principles underlying any element of the Software, decomposing it, deciphering it or in other ways attempting to obtain the source text of the Software.

5.1.2. to modify and adapt the Software (including to introduce changes into the Software exclusively for the purpose of its functioning on the specific hardware used by the End User or when managed by specific programs of the End User).

5.1.3. to correct errors in the Software.

5.1.4. to reproduce, distribute, copy, bring the Software to general knowledge in any form or by any means which is not explicitly stipulated in this License Agreement, including together with other programs, as part of packages, with an offer of other programs, settings and other products, regardless of the objectives of such use.

5.1.5. to rent out or transfer for temporary use (including by means of transferring the Device on which the Installation of the Software has been made), to sublicense, to transfer or assign the rights granted to the End User by this License Agreement, and any other rights relating to the Software, to any other person, unless otherwise explicitly stipulated in this License Agreement.

5.1.6. to create the conditions for access to the Software by third parties who do not have the right to use the Software, including in a virtual medium or via the Internet, unless otherwise explicitly stipulated in this License Agreement.

5.1.7. to delete, change or make hard to detect any notification about copyrights or the rights to trademarks which are indicated in the related documentation to the Software or inside the Software.

5.2. For violation of the intellectual property rights to the Software, the End User shall be civilly, administratively or criminally liable in accordance with the legislation of the Russian Federation.

6. Limitation of Liability

6.1. The Software is licensed “as is”. The Rightholder does not provide any guaranties with respect to faultless and uninterrupted operation of the Software, the conformity of the Software to specific objectives and expectations of the End User, and also does not provide any other guaranties which are not directly indicated in this License Agreement.

6.2. To the maximum degree allowable by current legislation of the Russian Federation, the Rightholder shall not bear any liability for any direct or indirect consequences of any use or the inability to use the Software and/or damage caused to the End User and/or to third parties as a result of any use or non-use of the Software, including due to possible errors or malfunctions in the work of the Software.

6.3. Under no circumstances shall the Rightholder be liable to the End User and/or any third party for consequential damages. The notion of “consequential damages” includes but is not limited to losses of income, profit, expected savings, business activity or reputation.

6.4. The Software is not fault-tolerant by default.

6.5. In case of ascertainment of guilt in the actions of the Rightholder, the liability of the Rightholder under any circumstances in accordance with Article 15 of the Civil Code of the Russian Federation is limited to ten thousand Russian rubles (RUB 10,000).

7. Intellectual Property Rights

7.1. Except for rights of use directly stipulated by this License Agreement, the End User is not given any rights to the intellectual property of the Rightholder (including the Software and any patents, trademarks and intellectual property protected under the legislation of the Russian Federation). The End User shall not, during the term of validity of this License Agreement or after its expiration, use or claim any rights to any name, trademark, brand name, style or design belonging to the Rightholder or to any names, trademarks, brand names, styles or designs which are similar to the degree of possible confusion.

7.2. The End User shall not be entitled to use the trademarks and service marks belonging to the Rightholder, including the trademarks МойОфис and MyOffice without the prior written consent of the Rightholder.

7.3. Separate components of the Software may contain references and inclusions of third-party materials and software lawfully used by the Rightholder (including those based on free licenses). In these cases, the Rightholder does not claim authorship and, to the extent possible, makes footnotes to the copyright ownership and location of the License Agreement defining the procedure for using such software.

7.4. The Software Installer may include software programs, the exclusive right to which belongs to persons who have granted the Rightholder permission to include such software programs into the Software Installer and their further distribution, including on the basis of free licenses. You may read (including by clicking on the appropriate link to the page/website) the terms and conditions of use of the software referred to in this clause directly during installation or first launch, or by reading the documentation accompanying the Software.

7.5. If a Software contains components distributed under the Mozilla Public License v2.0, the source text of these components and their modifications are available to You at any time in accordance with the terms and conditions of such license. The Rightholder shall not restrict Your rights to receive this source text.

7.6. The Rightholder is entitled to use the Software at its own discretion in any manner that does not violate the law, including unilaterally making changes to the Software, changing the functionality of the Software (for example, by adding/removing relevant functions), changing the composition of the Software (for example, by adding and removing applications and/or modules included in the Software), creating new versions of the Software, as well as performing other activities related to the functioning of the Software. The End User agrees that any use of the Software by the Rightholder may not result in a material change in the circumstances on which the End User relied when entering into this License Agreement, nor may it result in losses or other unfavorable consequences for the End User.

8. Confidentiality

8.1. If You transfer any data to the Rightholder when using the Software, the processing of which is regulated by the law applicable to this License Agreement, such data is processed in accordance with the policy published on the Rightholder's website.

8.2. The use of certain third-party applications, services and libraries (the "Third-Party Applications") that in some cases may be included in the Installer is governed by separate privacy policies, which may be published on the respective website of the Rightholder of the corresponding Third-Party Application. You can also view these policies in the Terms and Conditions of Use section or in the Third-Party Application settings (if applicable).
Third-Party Applications may also allow You to store (as well as record, aggregate, specify, etc.) Your data with the Rightholder of the corresponding Third-Party Application or a person authorized by such Rightholder. Third-Party Applications may prompt You to accept the terms and conditions of the privacy policy before installing or using the Third-Party Application.
Please read the privacy policy of the Third-Party Applications prior to their use.

9. Applicable Law

9.1. The relations between the Rightholder on the one hand and the End User on the other hand are governed by the legislation of the Russian Federation.

10. Right to Withdraw from the License Agreement

10.1. If the End User violates the terms and conditions of this License Agreement or the exclusive right of the Rightholder, the Rightholder shall be entitled to unilaterally withdraw from this License Agreement in extrajudicial proceedings (revoke the License) without compensating the End User for any possible losses. In this case, the End User shall immediately stop using the Software and uninstall (erase irretrievably) the Installed Software.

11. Miscellaneous

11.1. In the event that any part of this License Agreement is held invalid or void, the other parts of the License Agreement shall remain in full force and effect.

11.2. If You have any questions related to the fulfillment of this License Agreement, You may contact the Rightholder using the contact information on the Rightholder's website at: https://myoffice.ru/.