License Agreement for the use of MyOffice Software Development Kit (SDK)

Date of last revision: October 23, 2023

This license agreement (hereinafter, the "License Agreement") establishes the terms of use of MyOffice Software Development Kit (SDK) computer software (hereinafter, MyOffice SDK) and its Updates, and is concluded between the License Holder and New Cloud Technologies Ltd., which is the owner of the exclusive right to MyOffice SDK.

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

If you do not accept the terms of the License Agreement in full, you do not have the right to use MyOffice SDK for any purpose and in any way.

This License Agreement provides for various terms of use of MyOffice SDK, depending on the Type of License purchased.

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):

“MyOffice SDK” is 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, which represents a set of development tools and includes the following components: MyOffice Document API, MyOffice Single Editing Kit, MyOffice Collaborative Editing Server. The use of MyOffice SDK as part of its certain components is, within the meaning of this License Agreement, the use of MyOffice SDK and is governed by the terms of this License Agreement.

“You”, “License Holder” means a legal entity using MyOffice SDK in the manner and under the conditions established by this License Agreement.

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

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

“License Type” means MyOffice SDK licensing terms and conditions that provide for the use of MyOffice SDK in a defined way and to the defined extent. The specifics of licensing MyOffice SDK are set forth in separate sections of this License Agreement depending on the License Type. The agreement granting the right to use may provide for other License Types (licensing conditions) that differ from those provided for in this License Agreement.
This License Agreement regulates the provision of the following License Types:

- License per User

- License Per Device

- Update License

“Installation” in relation to MyOffice SDK means recording (playback) of MyOffice SDK and/or its Updates on the License Holder's Device, followed by the launch of MyOffice SDK solely for Integration purposes. In relation to the System, it means recording (playback) of the System on the Device of the License Holder and/or the System User with the subsequent launch of the System and its use for its functional purpose.

“Installed” in relation to MyOffice SDK means MyOffice SDK or the Update in respect of which the Installation was performed.

“License Holder's Device” means a stationary or portable computer owned by the License Holder or controlled by the License Holder, or any other similar object that performs the functions of a computer and runs under one operating system, or a virtual machine that emulates the behavior of a computer, or a physical or virtual server, with the possibility of internal data storage, allowing to reproduce MyOffice SDK or System, that is, record them to electronic media related to the server, including its memory.

“System User Device” means a stationary or portable computer owned by the System User or controlled by the System User, or any other similar object that performs the functions of a computer and runs under the control of a single operating system, or a virtual machine that emulates the behavior of a computer.

“Integration” means the integration of MyOffice SDK with the License Holder Software (by using the corresponding components of MyOffice SDK for these purposes), which leads or may lead to the creation of a composite piece (System) but does not lead to any changes to MyOffice SDK (that is, does not lead to modification or adaptation of MyOffice SDK, its source text, executable object code or related documents). Integration does not involve the creation of a complex object or the inclusion of MyOffice SDK in such a complex object.

“License Holder Software” means any computer software (including newly created) owned by the License Holder or used by the License Holder legally, with the exception of any computer software owned by the Rightholder (including MyOffice SDK) and/or Systems.

“System” means a piece of computer software created as a result of Integration, of which MyOffice SDK is an integral part (in which it is included).

“System User” means an individual who directly (through the conclusion of a relevant contract with the License Holder) or indirectly (due to labor and/or civil relations with persons authorized by the License Holder to use the System (legal entities or individual entrepreneurs)) legitimately received the right to use the System.

“Agreement Granting Rights of Use” means an agreement concluded between You and the Rightholder which sets out the terms of the License not regulated by this License Agreement, and/or the terms of the License different from those set out in this License Agreement (in the cases established by this License Agreement).

“Update” means a modification to MyOffice SDK carried out by the Rightholder resulting from bug fixes and/or updates to the original MyOffice SDK, which may contain new solutions, implementation of new requirements, and new features resulting in independent (derivative) results of intellectual activity inseparable from the original MyOffice SDK.

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

1. General Provisions

1.1. The License Agreement shall become effective upon the License Holder installing or otherwise using MyOffice SDK or agreeing to the License Agreement by clicking the “Accept” (or «Принять») button followed by Installation of MyOffice SDK.

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_sdk_en/ shall become effective as of the date of its publication, unless otherwise specified in the relevant publication. The License Holder shall use MyOffice SDK in accordance with the current (up-to-date) License Agreement published on the aforementioned web page.

1.3. MyOffice SDK may include electronic documentation and other elements (including copyrighted pieces) used together with MyOffice SDK.

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 Rights of Use, unless otherwise stipulated in the terms and conditions of this License Agreement.

1.5. The License Type applicable (or special licensing conditions), License validity period, number of the Licenses, and other required (essential) terms and conditions are set forth in the Agreement Granting Right of Use or similar document certifying that the License has been granted, unless otherwise provided for herein. Unless otherwise expressly stipulated in the Agreement Granting Right of Use or otherwise agreed in writing with the Rightholder, the License is not granted free of charge or does not allow the use of MyOffice SDK on the territory of the whole world and during the entire term of the exclusive right. 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 the Agreement Granting Right of Use.

1.6. The Rightholder and/or their authorized persons have the right to audit the actual number of System Users (hereinafter referred to in this paragraph 1.6 as the Audit). For the purposes of the Audit, the License Holder shall keep a full and constant record of the use of MyOffice SDK (as an integral part of the System) and the number of the System Users. The License Holder is bound, at the request of the Rightholder and/or persons authorized by them, to provide information about the use of MyOffice SDK as an integral part of the System) and the number of Users of the System. In the event of such a request, the License Holder shall provide the required information within ten (10) business days from the date of its receipt. The Rightholder and/or their authorized persons also have the right to conduct on-site inspections of the use of MyOffice SDK (as an integral part of the System) and the actual number of the System Users. The License Holder shall provide access for representatives of the Rightholder and/or their authorized persons to conduct such on-site inspections to their offices, as well as to the offices of affiliated and other third parties where MyOffice SDK is used (as an integral part of the System). If the Rightholder and/or its authorized persons request such an on-site inspection, the License Holder shall, within ten (10) business days from the date of such request, arrange for such inspection, including by providing the Rightholder and/or their authorized persons with direct access to the required information and technical devices. Violation by the License Holder of any of the obligations related to the Audit is a material violation of the terms of this License Agreement.

1.7. The provisions of this License Agreement governing the use of MyOffice SDK shall also apply to all versions of MyOffice SDK, including such versions that may be developed after the effective date of this License Agreement. A specific version can be indicated by the Rightholder by specifying the corresponding Arabic numeral or digits after the name of MyOffice SDK. The provisions of this clause shall also apply if MyOffice SDK has an alternative name (specified, for example, by indicating a corresponding Arabic number or digits after the name of the Software), including in a foreign language.

2. Terms of use of MyOffice SDK

2.1. General Terms of Use

2.1.1. Unless otherwise specified in the Agreement Granting Rights of Use, the validity period of the License per User, as well as the License Per Device, is 1 (one) year from the date of provision of the corresponding License. Unless otherwise specified in the Agreement Granting Rights of Use, the expiration of the License granted to You entails the impossibility of further use of MyOffice SDK or entails the impossibility of further provision of the possibility of using the System to any persons, with the exception of existing System Users at the time of expiration of the License.

2.1.2. Unless otherwise specified in the Agreement Granting Rights of Use in case You purchase a License per User and/or a License Per Device for a period of 1 (one) for a year or more, the Rightholder grants You the right to receive Updates (as they are released by the Rightholder) within 1 (one) year from the date of granting the corresponding License.

2.1.3. Unless otherwise specified in the Agreement Granting Rights of Use, the License Holder has the right to use MyOffice SDK exclusively on the territory of the Russian Federation.

2.1.4. Unless otherwise specified in the Agreement Granting Rights of Use, the License Holder shall explicitly inform the System Users that MyOffice SDK is part of the System (is an integral part of it), as well as to inform them about the Rightholder of MyOffice SDK. The procedure and methods of fulfilling this obligation may be detailed in the Agreement Granting Rights of Use or in another document drawn up by the Rightholder unilaterally and brought to the attention of the License Holder.

2.1.5. The terms of use of the System by the System Users must be determined taking into account the features established by this License Agreement in order to comply with the rights of the Rightholder.

2.2. License per User

2.2.1. The License per User is provided for MyOffice SDK exclusively as part of the components: MyOffice Document API and/or MyOffice Single Editing Kit and/or MyOffice Collaborative Editing Server.

2.2.2. If you purchase a License per User, the Rightholder grants you a non-transferable right to use the MyOffice SDK as part of the corresponding components under the following conditions:

a) 1 (one) License per User allows you to perform the Integration in order to enable the System User to ensure the Installation of the System for no more than 5 (five) System User Devices and /or for the purpose of providing Remote Access to the System for use by no more than 1 (one) System User, unless otherwise provided by the Agreement Granting Rights of Use.

b) The License per User prohibits the License Holder from providing the possibility of simultaneous use of the System, including through Remote Access, by several Users of the System, unless otherwise provided for by the Agreement Granting Rights of Use.

2.3. License per Device

2.3.1. The License Per Device is provided for MyOffice SDK exclusively as part of the components: MyOffice Document API and/or MyOffice Single Editing Kit.

2.3.2. If you purchase a License per Device, the Rightholder grants you a non-transferable right to use MyOffice SDK as part of the corresponding components under the following conditions:

1. a) 1 (one) License per Device allows you to perform the Integration in order to enable the System User to ensure the Installation of the System for 1 (one) System User Device for the use of any System User, unless otherwise provided by the Agreement Granting Rights of Use.
2. b) The License per Device prohibits the License Holder from providing the possibility of simultaneous use of the System, including through Remote Access, by several System Users on 1 (one) Device, unless otherwise provided for by the Agreement Granting Rights of Use.
3. c) The License per Device allows you to provide the System User with the possibility to replace the System User's Device on which the System was installed, only if the System is completely removed from the original System User Device, unless otherwise provided by the Agreement Granting Rights of Use.

2.4. Update License

2.4.1. As part of the Update License, the Rightholder grants You a non-transferable right to use Updates by their Installation, followed by providing the System User with the possibility to use Updates as part of the System (as an integral part of it) in accordance with the terms and within the limits of the License granted to You. 1 (one) Upgrade License allows you to perform the Installation of Updates to MyOffice SDK, the right to use which was granted to you under 1 (one) License.

2.4.2. During the validity term of the Update License, the Righholder provides You with the possibility to get the Updates (as they are released by the Rightholder), including new versions of MyOffice SDK, via the Internet.

2.4.3. The period of use of Updates cannot exceed the period of use of MyOffice SDK.

2.4.4. Your use of the Updates is governed by the terms and conditions of this License Agreement. Installing the Update means that you accept the terms of this License Agreement.

2.4.5. 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 Update License.

2.4.6. Unless otherwise specified in the Agreement Granting Rights of Use, it is impossible to refuse the Installed Update and return MyOffice SDK to its previous state (to the previous version).

3. Restrictions on Use

3.1. With the exception of using the methods and to the extent expressly provided for in this License Agreement, the Agreement Granting Rights of Use or applicable law, the License Holder has no right to use MyOffice SDK, including the following ways:

3.1.1. to study, research or test the functioning of MyOffice SDK for the purpose of determining the ideas and principles underlying any component of MyOffice SDK, decompiling it, decrypting it or in other ways attempting to obtain the initial text of MyOffice SDK.

3.1.2. modify and adapt MyOffice SDK, including as part of the System (including making changes solely for the purpose of functioning on specific hardware used by the License Holder or under the control of specific programs of the License Holder).

3.1.3. to correct the errors in MyOffice SDK.

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

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

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

3.1.7. 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 MyOffice SDK or inside MyOffice SDK.

3.1.8. for the purpose of creating malicious software, that is, computer software that cause harm to devices and networks or perform functions prohibited by applicable law, as well as computer software created for the purpose of carrying out illegal actions.

3.2. The License Holder shall ensure the following:

3.2.1. not use MyOffice SDK as part of the System, and not grant third parties the right to use MyOffice SDK (including as part of the System) for the purpose of compiling or creating a composite or derivative work based on the System, as well as creating a complex object.

3.2.2. not to carry out the commercialization at no cost ofMyOffice SDK (including as part of the System), unless otherwise specified in the Agreement Granting Rights of Use.

3.2.3. not to alienate, pledge, contribute to the authorized capital or otherwise transfer any rights to MyOffice SDK (including as part of the System) to third parties without obtaining the prior written consent of the Rightholder.

3.3. The restrictions established by clauses 3.1, 3.2 of this License Agreement also apply to the System User. The License Holder shall bring the restrictions established by clauses 3.1, 3.2 of this License Agreement to the attention of the System User. The License Holder is responsible to the Rightholder for the actions of the System User, including in terms of compliance with the restrictions set out in paragraphs 3.1, 3.2 of this License Agreement.

4. Limitation of Liability

4.1. MyOffice SDK is provided “as is”. The Rightholder does not provide any guaranties with respect to faultless and uninterrupted operation of MyOffice SDK, the conformity of MyOffice SDK to specific objectives and expectations of the License Holder and does not provide any other guaranties which are not directly indicated in this License Agreement.

4.2. 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 MyOffice SDK and/or damage caused to the License Holder, System Users and/or to third parties as a result of any use or non-use of MyOffice SDK, including due to possible errors or malfunctions in the work of MyOffice SDK.

4.3. Under no circumstances shall the Rightholder be liable to the License Holder, System Users 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.

4.4. MyOffice SDK is not a fault-tolerant computer software by default.

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

5. Intellectual Property Rights

5.1. With the exception of the right of use expressly provided for in this License Agreement, the License Holder is not transferred to any rights to the intellectual property of the Rightholder (including MyOffice SDK and other computer software belonging to the Rightholder, as well as any patents, trademarks and results of intellectual activity protected by law). The License Holder 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.

5.2. The License Holder do not have the right to use the trademarks and service marks belonging to the Rightholder, including the trademarks МойОфис, Myoffice, and MyOffice, without the prior written permission of the Rightholder.

5.3. MyOffice SDK may contain references to and parts of free licensed materials and software. In these cases, the Rightholder does not claim authorship and, to the extent possible, makes reference to the copyright ownership and location of the license agreement covering such software.

5.4. The Rightholder shall be entitled to use MyOffice SDK at its own discretion in any manner not contrary to the law, including unilaterally making changes to MyOffice SDK, changing the functionality of MyOffice SDK (for example, by adding/removing the corresponding functions), changing the composition of MyOffice SDK (for example, by adding and removing applications and/or modules included in MyOffice SDK), creating new versions of MyOffice SDK, and performing other actions related to ensuring the functioning of MyOffice SDK. The License Holder agrees that any use of MyOffice SDK by the Rightholder may not result in a material change in the circumstances on which the License Holder relied upon when entering into this License Agreement, nor may it result in damages or other unfavorable consequences for the License Holder.

5.5. In the event of violation of the intellectual property rights to MyOffice SDK, the License Holder shall be civilly, administratively or criminally liable in accordance with the legislation of the Russian Federation.

6. Confidentiality

6.1. If You transfer any data to the Rightholder when using MyOffice SDK, 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.

7. Applicable Law

7.1. The relations between the Rightholder as one party and the License Holder as the second party are governed by the legislation of the Russian Federation.

8.1 Right to Withdraw from the License Agreement

8.1. If the License Holder violates the terms and conditions of this License Agreement or the exclusive right of the Rightholder, the Rightholder shall be entitled to unilaterally extrajudicially refuse to fulfill this License Agreement without compensating the License Holder for any possible losses. In this case, the License Holder shall immediately terminate any use of MyOffice SDK, including as part of the System, and also inform System Users about the prohibition of the use of MyOffice SDK by any means, including as part of the System.

9. Miscellaneous

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

9.2. 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://old.myoffice.ru/en/.

9.3. This License Agreement is the English translation of the original License Agreement written in Russian language which can be found at https://myoffice.ru/eula_sdk/. In case of any discrepancies between Russian and English texts of the License Agreement, the Russian text shall prevail.

9.4. For the purposes of this License Agreement:
MyOffice Software Development Kit (SDK) is an English literal translation of МойОфис Комплект Средств Разработки (SDK).