PUBLIC LICENSE AGREEMENT

or the right to use «YOUCONTROL» information analysis system of information search and processing in the area of business and other activities

The Licensor who has the exclusive right to use «YOUCONTROL» System as intellectual property, legal protection of which is provided for by the legislation of Ukraine of the one part, and the person accepting the terms of this license agreement according to the rules hereof (hereinafter referred to as the Licensee), of the other part, hereinafter referred to as the “Parties”, or each individually as the “Party”, have entered into this Agreement as follows.

General Provisions

This Public License Agreement for the right to use «YOUCONTROL» information analysis system of information search and processing in the area of business and other activities (hereinafter referred to as the “Agreement”) determines the procedure and terms of use of «YOUCONTROL» information analysis system of information search and processing in the area of business and other activities, being a computer program (special-purpose software and data compilation system) of remote access (hereinafter referred to as the «YOUCONTROL» System).

By acceptance of this Agreement, the Licensee confirms full and unconditional acceptance of all its terms (acceptance), which confirms the conclusion of this Agreement between the Parties. The Licensee confirms its consent to exercise the rights acquired by it in connection with acquisition of permit (license) for the use of «YOUCONTROL» System in good faith, as well as undertakes to fulfill obligations and observe prohibitions and restrictions provided for hereby.

The Licensee hereby acquires the right to use «YOUCONTROL» System as a reference resource for information analysis support of its business activity.

Intellectual property also includes the form and style of information presentation in «YOUCONTROL» System; in connection therewith any use of information in the same form and use of analogic style in its own information products without the Licensor’s permission is prohibited.

Permit (license) for the use by the Licensee of «YOUCONTROL» System pursuant to this Agreement provides that within the whole permit (license) term the Licensor has the opportunity to use «YOUCONTROL» System solely in any way, as well as the right to authorize or forbid other parties to use it in any way included in the list of powers of intellectual property entity pursuant to Article 15 of the Law of Ukraine “On Copyright and Related Rights”.

Rights and Obligations of the Parties. Restrictions on Use of «YOUCONTROL» System

Pursuant to this Agreement, the Licensee obtains a permit (license) for the use of «YOUCONTROL» System therefore he acquires the right to:

access to «YOUCONTROL» System at any time from any computer device via the Internet;

obtain information analysis data using «YOUCONTROL» System and use them for supporting its activities;

include the information of «YOUCONTROL» System as an integral part of any collections, databases, anthologies, encyclopedias, etc.

notify the Licensor of defects and demand the proper functioning of «YOUCONTROL» System to be ensured.

The Licensee shall:

fulfill the terms of this Agreement;

provide trustworthy, accurate and full information regarding itself and other information necessary for fulfilling the terms of this Agreement;

ensure preservation of its login and password necessary for authorization in «YOUCONTROL» System;

when applying to the technical support of «YOUCONTROL» System, use its specific feedback form or email address specified at registration and provide its login, company/person name, as well as use other means of confirmation of its access rights, if necessary;

promptly notify the Licensor of any infringements of copyright regarding «YOUCONTROL» System (if the Licensee is aware of such infringements), as well as assist the Licensor in prompt termination of infringements and fixation of evidence of their existence.

When using «YOUCONTROL» System the Licensee shall be prohibited to:

decompile data stored in «YOUCONTROL» System for the purpose of transfer of information into other computer programs, information (information retrieval) systems and/or for other purposes;

use in its own information products, without the Licensor’s permission information in the form and style analogic to the form and style of information presentation in «YOUCONTROL» System;

transfer logins and passwords of access to «YOUCONTROL» System to any third parties (except for the Licensee’s employees and authorized persons) and/or provide access of third parties to «YOUCONTROL» System in other ways;

place analytical data of «YOUCONTROL» System in any other search systems, databases or any other electronic and/or print media and collections, as well as distribute them by any means (in particular, via the Internet) without the Licensor’s permission;

interfere with «YOUCONTROL» System functioning and try to obtain access to it by means not conforming to search forms of enquiry and information obtainment (interface) specified therein, including with the help of other software, as well as in violation of the Licensor’s recommendations;

issue sublicenses to other parties granting the right to use «YOUCONTROL» System;

use «YOUCONTROL» System in activities contrary to the legislation of Ukraine and infringing upon rights and legal interests of third parties.

For the whole term of this Agreement the Licensor is entitled, in the manner provided for by the legislation of Ukraine, to control the scope and the procedure of use by the Licensee of «YOUCONTROL» System and demand from the Licensee to stop any use of «YOUCONTROL» System contrary to this Agreement and the legislation of Ukraine.

The Licensor shall:

comply with the terms of this Agreement (except for non-fulfilment of obligations as a result of effect of force majeure circumstances);

provide information support of «YOUCONTROL» System, ensure its proper functioning;

within the reasonable time limit (in advance, if possible) notify the Licensee of cases of absence of access to YOUCONTROL System, reasons for absence of such access and/or period of renewal thereof;

maintain confidentiality of the Licensee’s information obtained from it upon registration in «YOUCONTROL» System, content of the Licensee’s personal email messages, type, scope and content of search queries in «YOUCONTROL» System (except in cases provided by the current legislation of Ukraine);

Either Party may distribute by any means (including but not limited to advertisement) information regarding cooperation with the other Party hereto with prior written consent of the other Party and taking into account restrictions of confidentiality stipulated hereby.

Terms of Use

Access to «YOUCONTROL» System (provision of opportunity to make enquiries to which «YOUCONTROL» System in automated mode provides respective information (including summary) and analytical data obtained in particular using public information sources in the form of open data in accordance with the law) is carried out via the web-site: http://www.youcontrol.com.ua after passing registration and authorization procedures.

Registration in «YOUCONTROL» System is carried out by means of filling in the forms established by the Licensor and accepting the terms hereof. The list of data which shall be provided at registration in «YOUCONTROL» System shall be determined by the Licensor’s policy. A message with a login and password necessary for subsequent authorization in «YOUCONTROL» System is sent to the phone number provided at registration.

Access to «YOUCONTROL» System is granted after the Licensee’s identification as an authorized user of «YOUCONTROL» System by means of authorization – entering in a personal account (the Licensee’s personal web-page in «YOUCONTROL» System) of login and password obtained at registration.

The Licensor shall not be liable for accuracy, completeness and correctness of information provided as a result of inaccurate, incomplete or incorrect enquiries in «YOUCONTROL» System.

The Licensor is entitled to suspend the Licensee’s access to «YOUCONTROL» System for technical reasons (excessive workload of system, breakdowns of official registries, etc.) or prohibit the Licensee’s access to «YOUCONTROL» System in case of non-fulfillment of the terms hereof by it.

Main types and scope of information analysis data which may be obtained using «YOUCONTROL» System, pursuant to this Agreement:

Automated workstation is an end user computer equipment by means of which the Licensee (its employee/another representative) carries out access to «YOUCONTROL» System, within one browser at each such workstation. Granting a permit (license) for the use of «YOUCONTROL» System to the Licensee provides the possibility of access to «YOUCONTROL» System within one basic automated workstation. Access to «YOUCONTROL» System can be performed simultaneously only within one automated workstation of the Licensee.

For the term of permit (license) to use «YOUCONTROL» System the parameters of search enquiries and online monitoring are stipulated according to the terms of the chosen tariff plan on the site: http://www.youcontrol.com.ua.

Actual completeness and adequacy of any information (including summary) and respective analytical data based on such information in «YOUCONTROL» System shall be determined by respective public information sources in the form of open data.

License Fee

The Licensee shall pay the Licensor fee for granting the rights stipulated hereby.

The amount of the license fee for using «YOUCONTROL» System (effective during one year (365 days), within one automated workstation) is determined according to the terms of the chosen tariff plan on the site: http://www.youcontrol.com.ua.

Payment by the Licensee of the license fee is made by a bank transfer.

Granting of a permit (license) to use «YOUCONTROL» System as a computer program, as well as prolongation of its term, is the delivery of software products within the meaning of subsection 2 26¹ section XX "Transitional Provisions" of the Tax Code of Ukraine, and is exempt from VAT.

Confidentiality

Pursuant to this Agreement, the Parties undertake to maintain confidentiality with regard to all obtained technical, commercial and other information obtained and take all reasonable measures for preventing unauthorized use or disclosure of such information to third parties.

The Parties shall not be liable for breach of confidentiality due to effect of force majeure circumstances, unlawful acts of third parties, as well as due to breach of confidentiality as a result of lawful demands of state authorities.

Liability of the Parties

The Parties shall be liable for breach, non-fulfilment and/or improper fulfilment of this Agreement pursuant to its terms and the current legislation of Ukraine.

In case of violation of prohibitions stipulated hereof, the Licensee shall pay the Licensor a fine in the amount of tenfold license fee paid during one year of the term of permit (license) to use «YOUCONTROL» System. Damages caused by Licensee to the Licensor due to violation of these prohibitions by Licensee shall be compensated in the amount, which is not covered by the payment of above mentioned fine.

The Licensor shall not be liable for direct or indirect damages, lost benefit or moral damage inflicted to the Licensee in connection with the use or difficulty/impossibility to use «YOUCONTROL» System which occurred due to reasons beyond the Licensor’s control.

The Licensor shall not be liable for actual completeness and adequacy of any information (including summary) and respective analytical data based on such information in «YOUCONTROL» System obtained from official public information sources in the form of open data.

Analytical data of «YOUCONTROL» System are derived from information obtained from open sources. Formation of such analytical data, ordering and placement of their components, as well as making functional relations between them and/or data bases (compilations) formed based on them and/or other information – is a result of work of special software tools of «YOUCONTROL» System. Analytical information of «YOUCONTROL» System is exclusively of recommendatory nature and may not supersede any expert opinions, existing official data and/or establish facts or circumstances of legal significance. Use of analytical information of «YOUCONTROL» System for making managerial, financial, organizational and any other decisions, actions (or omission) is carried out by the Licensee and/or its associated persons exclusively at their own discretion, and the Licensor shall not be liable for consequences thereof.

The Licensor’s liability to the Licensee hereunder, including for compensation of damages, shall be limited by the amount of the license fee paid for the current year (365 days) of the term of the permit (license) for the use of the «YOUCONTROL» System.

Liability not regulated hereby shall be determined in accordance with the current legislation of Ukraine.

Term of Permit (License). Miscellaneous.

The term of the permit (license) to use «YOUCONTROL» System as well as commencement of its counting, the term of the payment of the license fee are determined according to the terms of the chosen tariff plan on the site: http://www.youcontrol.com.ua.

The ability to use «YOUCONTROL» System by the Licensee is completed simultaneously upon the expiration of the term of the permit (license) to use «YOUCONTROL» System, specified hereof.

Acceptance of the terms of this Agreement without payment of a license fee gives the Licensee the right to use «YOUCONTROL» System for one day. The available functionality of «YOUCONTROL» System during this period is determined by the Licensor's policy. This period can not be restored or extended.

The permit (license) to use «YOUCONTROL» System shall be terminated:

“automatically” i.e. upon expiration of its term (except for cases of prolongation of the permit (license) in accordance with the terms hereof).

upon the Licensor’s decision, in case of violation by the Licensee of prohibitions stipulated hereof. In this case, the amount of the paid license fee is not refunded to the Licensee and any liability in connection with such termination of the permit (license) to use «YOUCONTROL» System shall not apply to the Licensor.

The permit (license) to use «YOUCONTROL» System may be prolonged for each subsequent year. For the purpose of prolongation of the permit (license) the Licensee shall not later than the last day of expiration of the current permit (license) pay the Licensor license fee for the next year. The Licensee shall pay the license fee in the amount determined by the Licensor on the web-site: http://www.youcontrol.com.ua as of the day of payment.

The Licensor may unilaterally change the conditions for the possibility of prolonging the validity of the license (license) specified hereof by posting the corresponding notice on this site: http://www.youcontrol.com.ua and/or sending such a message on The location of the Licensee specified in this Agreement.

The term of this Agreement is limited by the term of the permit (license) to use «YOUCONTROL» System. The term of this Agreement shall be accordingly extended if the permit (license) to use «YOUCONTROL» System is extended.

The parties agreed that the Licensor may assign its rights and obligations under this Agreement to another person, without the need to obtain the consent and/or notice to the Licensee.

In case of a conclusion of the license agreement for the right to use «YOUCONTROL» System in written form, terms of use «YOUCONTROL» System are determined by the agreement concluded in written form.

All disputes and controversies arising between the Parties shall be settled by them through negotiations. If the Parties fail to reach an agreement, the disputes shall be settled in accordance with the current legislation of Ukraine.