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This Pro forma invoice (hereinafter - the "Invoice") is sent to the Sublicensee as per clause 2 of article 407 of the Civil Code of the Republic of Belarus (hereinafter - the "Civil Code of the Republic of Belarus") and is a written proposal of the Licensee to enter into this Sublicense agreement (non-exclusive license) by proper acceptance of the offer by the Sublicensee (clause 3 of article 408 of the Civil Code of the Republic of Belarus) and shall be deemed compliance with the written form of the agreement (clause 3 of article 404 of the Civil Code of the Republic of Belarus). The following terms used herein shall have the following meanings:

Licensor shall mean Joint-Stock Company "amoCRM" (house 26, block 3 Nikoloyamskaya st., 109240, Moscow) is the exclusive owner of the Program who has entered into a Partnership Agreement No.9101853 dated May 11, 2019, with the Licensee for the distribution of amoCRM software.


Licensee shall mean a legal entity that has entered into a Sublicense offer agreement for the use of the Program with the Sublicensee.


Sublicensee shall mean a legal entity or an individual who has entered into an Agreement with the Licensee on the terms and conditions provided for by the offer.


Sublicense agreement shall mean an agreement between the Licensee and the Sublicensee which provides for the powers and restrictions on the use of the software by the Sublicensee, and the terms and conditions of which are unconditionally accepted by the Sublicensee from the date of the software use.


Terms and conditions of the offer:


1. The subject of the Sublicense agreement is granting by the Licensee of the rights to use the computer software (software) specified in the Invoice and/or the extension of the rights to use the corresponding software.

2. The Licensee's remuneration under the Sublicense agreement is the amount specified in the Invoice.

3. An essential condition for entering into the Sublicense agreement is full lump sum payment of this Invoice by the Sublicensee, which will be the only possible proper acceptance of the offer (section 3 of article 408 of the Civil Code of the Republic of Belarus). Payment of the Invoice without specifying the Invoice number in the payment order and/or by a third party, or after the expiration of the period for accepting the offer, is not allowed and is not considered acceptance of this offer, except in cases where the Licensee, at its discretion, has recognized such payment as a proper acceptance of the offer.

4. The Licensee guarantees that it lawfully possesses all the necessary rights that are granted to the Sublicensee under the Sublicense agreement.

5. The Sublicensee shall be entitled to use only one Account under each license in accordance with the procedure provided for by the Sublicense agreement for the corresponding software and solely for the Sublicensee's own use, with no right to sublicense to third parties. By accepting this offer, the Sublicensee confirms that it has properly read and agreed to the provisions, requirements and restrictions of the Sublicense agreement in relation to any relevant software specified in this Invoice.

6. Payment under this Invoice shall be receipt to the Licensee's settlement account within five (5) calendar days from the date of the Invoice issue (deadline for accepting the offer).

7. On the day of receipt of payment to the Licensee's settlement account, a non-exclusive right to use the computer software shall be assigned (the "Assignment") for a period according to the Type of the paid license specified in this Invoice.

8. Within five (5) working days from the date of the Assignment, the Licensee shall prepare a Transfer deed (the "TD"), which shall be sent to the Sublicensee's e-mail at its request.

9. Within five (5) working days from the date of the Assignment, the Sublicensee may send a written reasoned objection (claim) and/or refusal to use the software to the Licensee. In the absence of written claims and after the expiration of the term for their submission, the Assignment shall be recognized as accepted by the Sublicensee, and the Licensee, upon the Sublicensee's request, shall send the original TD by mail or via the EDS system, while the Sublicensee's signature on the Licensee's copy is not required.

10. The period for which the rights to use the software are granted is determined as follows:

10.1. for the software, the use period of which is indicated next to its name and the amount of remuneration - for the corresponding period;

10.2. for the software containing "Additional purchase" or "extra user" in its name - for the duration of the basic license.

11. The procedure for the application and use by the Sublicensee of the software specified in the Pro forma invoice is determined by the Sublicense agreement posted on the Internet at: https://leadfactor.by/oferta/amolicenseENG

12. The Sublicensee shall not infringe the Licensor's copyright.

13. Any disputes that may arise between the Licensee and the Sublicensee in connection with this offer and/or the License agreement shall be considered at the Licensee's location.


IMPORTANT! Prior to any use of the following computer Programs, be aware of the terms of use contained in this Agreement. Installation, launch, or other first use of the Program shall mean that you have duly entered into this Agreement and that you fully agree to all of its terms and conditions. If you do not agree to accept the terms and conditions of this Agreement unconditionally, you may not use the Program.


SUBLICENCE AGREEMENT


This Sublicense agreement applies to the computer Program: "amoCRM"


1. KEY TERMS

1.1. Licensor shall mean Joint-Stock Company "amoCRM" (house 26, block 3 Nikoloyamskaya st., 109240, Moscow), the exclusive owner of the Program.

1.2. Licensee shall mean Individual Entrepreneur Mitenkov Dmitriy Valerievich (Belarus, Minsk, Tashkentskaya, 26/2-60) has a non-exclusive right to the Program and has the right to sell Licenses for amoCRM software (non-exclusive rights to use amoCRM software) to the end users under the Partnership agreement No.9101853 dated May 11, 2019 concluded with the Licensor.

1.3. Sublicensee shall mean any individual or a legal entity that has entered into a Contract with the Licensee on the terms and conditions stipulated by this Agreement.

1.4. Program shall mean a computer Program "amoCRM" (both as a whole and its components) which is a collection of data and commands presented in an objective form, including the source text, database, audiovisual works included in the specified computer program, as well as any documents on its use.

1.5. Use of the Program shall mean use of the functionality and/or launch in the manner specified in the user (technical) documentation and this Agreement.

1.6. Authorized user shall mean a user registered by the Sublicensee in the Program and authorized in it at least once.

1.7. Authorization shall mean the process of analyzing the Authentication data entered by the Sublicensee on the Licensor's server, the results of which determine whether the Sublicensee has the right to use the Program.

1.8. Authentication data shall mean a unique login (login) and password (password) of the Sublicensee used to access the Program.

1.9. Account shall mean an information resource that is a collection of data of one copy of the Program with a unique identifier that groups program objects for their joint display and use.

1.10. Support shall mean the activities carried out by the Licensor within the limits and in the volumes established by it to ensure the operation of the Program, including advisory support for Sublicensees on the use of the Program.

1.11. Contract shall mean a document under which the Licensee provided the Sublicensee with the Program for its use hereunder.

1.12. Registration shall mean the Sublicensee's action aimed at creating the Account, carried out in the manner and for the purposes stipulated by the corresponding license.

1.13. Profile shall mean an entry in the system (a login/password pair or a special API Key) that stores data that allow identifying and authorizing the Sublicensee and the authorized user.

1.12. Type of the license shall mean a service plan chosen by the Sublicensee, according to the Price list published by the Licensor on the Internet at: https://www.amocrm.ru


2. SUBJECT OF THE AGREEMENT

2.1. The Licensee shall grant to the Sublicensee the right to use (a simple non-exclusive license) the Program within its functionality by reproducing the program (connecting to the Program via the Internet), solely for independent use by the Sublicensee with no right to sublicense to third parties.

2.2. This Agreement shall be entered into before or immediately at the beginning of the use of the Program and shall be valid for the entire period of its legitimate use by the Sublicensee within the term of the copyright thereto, provided that the Sublicensee properly complies with the terms of this Agreement.

2.3. The Licensee shall grant to the Sublicensee the right to use the Program with no geographical limits in the manner and on the terms and conditions provided for by the current legislation of the Republic of Belarus, the Contract and this Agreement.


3. COPYRIGHTS AND TRADEMARKS

3.1. The Program is the result of intellectual activity and the copyrighted item (Computer Program), regulated and protected by the legislation of the Republic of Belarus on intellectual property and international law.

3.2. The algorithms of the Program and its source codes (including parts of them) are a trade secret. Any use of them or use of the Program in violation of the terms of this Agreement shall be deemed a copyright infringement and is a sufficient reason to deprive the User of the rights granted hereunder.

3.3. The Licensee warrants that it has all the necessary scope of rights to the Program to grant them to the Sublicensee.

3.4. Liability for copyright infringement shall be incurred in accordance with the current legislation of the Republic of Belarus.

3.5. The Sublicensee shall not be granted any right to use the Licensor's or its partners' Trademarks and Service marks hereunder.

3.6. Under no circumstances may the Sublicensee delete or obscure the information about copyrights, trademarks or patents specified in the Program.


4. TERMS OF USE OF THE PROGRAM AND RESTRICTIONS

4.1. The Sublicensee is granted the right to register under this License agreement.

4.2. The Sublicensee shall register by its own by creating and specifying its profile.

4.3. The Sublicensee shall be entitled, under this License and in accordance with the selected type of the License, to place its data in the Account, if this does not violate this License agreement and the legislation of the Republic of Belarus.

4.4. The Sublicensee shall be entitled to change, add or delete the Program files only in cases stipulated by the laws of the Republic of Belarus on copyright.


5. ASSIGNMENT

5.1. The Sublicensee shall not be entitled to assign its rights and obligations hereunder to another authorized user.

5.2. The rights hereunder may not be assigned indirectly or through any third party.


6. TYPES OF LICENSES

6.1. The Sublicensee may independently choose the appropriate type of license from the list available on the Internet at: http://www.amocrm.ru

6.2. The Sublicensee may use the Program under the license for review (trial version) for a limited period of time, determined by the terms and conditions in force at the time of registration, without payment of remuneration.

6.3. The Sublicensee may change the type of license during the entire term of its validity, while the validity period of the purchased license will be extended by the term of the paid but unused current license, taking into account the tariff cost of the new license.

6.4. The license shall be valid from the day of creating the Profile and/or the Account (date of Registration).

6.5. If the relevant license expires and the Sublicensee does not acquire a new license chosen from the list specified in clause 6.1. hereof within Fifteen (15) calendar days, the further use of the Program by the Sublicensee may be restricted by the Licensor at its discretion.

6.6. The Licensor shall be entitled to unilaterally change the types of licenses by posting a new list on the Internet at: http://www.amocrm.ru no later than Fourteen (14) days before the effective date of such changes.


7. PROCEDURE FOR USING THE PROGRAM

7.1. Registration.

7.1.1. In order to use the Program, the Sublicensee shall complete Registration, as a result of which a unique Profile and Account will be created for the Sublicensee. To add Authorized users, the Sublicensee shall create their own profiles using the Program and give them access to the Account. The number of Authorized users per Account shall be determined based on the license type.

7.1.2. In order to register, the Sublicensee shall provide accurate and complete information about itself and the Authorized users on the matters proposed in the registration form and keep this information updated. If the Sublicensee provides incorrect information or the Licensee has reason to believe that the information provided is incomplete or unreliable, the Licensor may, at its sole discretion, block or delete the Sublicensee's profile, as well as prohibit using the Program.

7.2. Login and password for accessing the Profile of the Sublicensee or the Authorized user.

7.2.1. Upon registration, the Sublicensee or the Authorized user independently chooses a login (a unique symbolic name of the Sublicensee's or the Authorized user's profile) and a password to access the Profile. The Licensor may prohibit the use of certain logins, as well as set requirements for the login and password (length, allowed characters, etc.).

7.2.2. The Sublicensee or the Authorized user shall be solely liable for the security (resistance to guessing) of the chosen password, and shall also independently ensure the confidentiality of its password. The Sublicensee shall be solely liable for all actions/omissions (as well as their consequences) within or using the Program under its Profile, including voluntary transfer or non-compliance with the confidentiality of data for access to its profile by third parties on any terms (including under contracts or agreements). In this case, all actions within or using the Program under the Sublicensee's profile shall be considered to have been performed by it, except for cases that occur after the Licensee receives the Sublicensee's notification of the unauthorized use of the Program under the Sublicensee's profile, or of any violation (suspected violation) of the confidentiality of its password.

7.2.3. The Sublicensee shall immediately notify the Licensee of any unauthorized access to the Program using its Profile and/or of any violation (suspected violation) of the confidentiality of its password. For security reasons, the Sublicensee shall independently perform a secure shutdown under its profile (the "Log out" button) at the end of each session of working with the Program. The Licensee shall not be liable for the possible loss of data, as well as any other consequences that may occur due to the Sublicensee's violation of the provisions of this part of the Agreement.

7.3. Deleting the Profile. The Licensor may block and delete the Sublicensee's Profile, including all content without explanation, in case of violation of the Agreement. Since then, the recovery of the profile, any information related thereto, as well as access to the Program using this Profile is not possible.


8. USE RESTRICTIONS

8.1. The Sublicensee and/or the Authorized users shall not perform actions that may lead to: a) malfunction of the Licensor's equipment and network; b) malfunction of the Program or limitation for other users to use the Program; c) unauthorized access to the Program, as well as information, computing and network resources of the Licensor; d) damage or risk of damage to third parties, including by posting information and links to network resources, the content of which contradicts the current legislation of the Russian Federation or the Republic of Belarus.

8.2. The Sublicensee shall not be given the opportunity and the right to modify the Program.

8.3. The Sublicensee shall ensure the availability of equipment that meets the technical requirements for using the Program and accessing the Internet by itself.

8.4. The Sublicensee warrants that it has all the necessary rights to all data, computer programs or services used by it in connection with the use of the Program, and that such actions do not violate the rights of third parties.

8.5. The Sublicensee may not use the Program otherwise than as provided herein, as well as copy, sell, or resell it or access to it.


9. SUPPORT

9.1. The Licensor shall provide support to the Sublicensee, including on issues related to the functionality of the Program, features of operation on standard configurations, supported operating systems, mail and other systems in the manner and under the terms specified in the technical documentation on the Program.

9.2. The Sublicensee may contact the Licensor's support service without additional remuneration.

9.3. In order to provide Support, the Licensor may require the Sublicensee to provide information related to the profile data, equipment specifications, and other information necessary for the Support.


10. LIMITED WARRANTY AND LIABILITY

10.1. The Program shall be provided "as is" and the Licensee does not guarantee that all of its functionality will meet the Sublicensee's expectations and will be applicable for its specific purpose.

10.2. The Licensee does not initiate or control the placement of any information by the Sublicensee during the use of the Program, does not affect its content and integrity, as well as, upon posting this information, it does not know and cannot know whether it violates legal rights and interests of third parties, international treaties and the current legislation of the Russian Federation.

10.3. The Licensee shall not be liable to the Sublicensee for any damages, loss of income, profits, information or savings related to the use or loss of use of the Program, including in case of prior notification by the Sublicensee of the potential for such damages, or for any third party claim.

10.4. If errors are detected while using the Program, the Licensor shall take measures to correct them as soon as possible. The Parties agree that the exact definition of the time frame to eliminate the error cannot be established, since the Program interacts closely with other third-party computer programs, operating systems and hardware resources of the Sublicensee's computer, and the performance and the time frame to eliminate the errors are not influenced solely by the Licensor.

10.5. If the Sublicensee commits actions prohibited by the provisions of this Agreement, the Licensee and the Licensor shall be entitled to take measures to identify and prevent these violations without explanation and any notification to the Sublicensee.

10.6. The Sublicensee shall be liable for violation of this Agreement under the legislation of the Republic of Belarus.


11. CONDITIONS FOR PROCESSING AND USE OF PERSONAL DATA

11.1. By accepting the terms and conditions of this Agreement, the Sublicensee, acting freely, at its own will and in its own interest, shall agree to: provide its personal data, including Last name, Given Name, Patronymic, e-mail address, contact phone number, date of birth, region, city, organization, position for processing by the Licensee and the Licensor.

11.2. The Licensee and the Licensor shall take all necessary measures to protect the above-mentioned personal data from unauthorized access or disclosure.

11.3. The Licensee shall perform the following actions in relation to the processing of personal data: collection, recording, systematization, accumulation, storage, clarification (update, change), extraction, use, depersonalization, blocking, deletion, destruction.

11.4. This consent shall be valid during the entire term of the License agreement and the Sublicensee's use of the Program. The Sublicensee understands and agrees that if this consent is revoked, it will be denied the opportunity to use part or all of the Program's services.

11.5. The Sublicensee may revoke the consent to the processing of personal data by contacting the Licensee's support service at support@leadfactor.by, or by calling +375 (17) 388-1516.

11.6. The Sublicensee agrees to receive advertising messages concerning the products and services of the Licensor and its partners via the e-mail address specified upon registration.


12. VALIDITY, AMENDMENT AND TERMINATION OF THE AGREEMENT

12.1. All other issues not settled by this Agreement shall be regulated in accordance with the current laws of the Republic of Belarus.

12.2. The Licensee shall be entitled to unilaterally amend the terms of this Agreement by posting the amended text on the Internet at: http://leadfactor.by/oferta/amolicenseENG.

12.3. The Licensee shall be entitled to unilaterally terminate this Agreement if the Sublicensee violates its terms on the use of the Program.

12.4. Upon termination of this Agreement by any party and for any reason, the Sublicensee and the Authorized users shall stop using the Program in full.

12.5. If a competent court declares any of the provisions of this Agreement invalid, all other provisions of the Agreement shall remain effective.


13. FURTHER PROVISIONS

13.1 The Sublicensee may not use the Program for mass mailing of commercial, advertising or other electronic messages that is not approved (not requested) by the recipient of the information by e-mail, or mailing to teleconference groups ("spam"). Sending information upon the recipient's consent shall not be considered as "spam" if it is possible to unsubscribe.

13.2. The Sublicensee shall use the Program only for legitimate purposes and by lawful means, taking into account the legislation of the Republic of Belarus, the Russian Federation, the European Union and the United States.

13.3. The Sublicensee shall be directly responsible for the content of the Account (copies of the Program) and data created and maintained by the Sublicensee. The Licensee and the Licensor shall not exercise prior control over the content of the information posted and/or distributed by the Sublicensee; however, if such posting and distribution of the information is contrary to the law, the Licensor may block or delete the corresponding Account and data with no warning.

13.4. The Licensee does not render communication services to the Sublicensee, does not ensure access to information systems of information and telecommunication networks, including the Internet, and does not receipt process, store, transmit or deliver telecommunication messages.


14. CONTACT DETAILS

Requests regarding the terms and conditions of this Agreement are accepted at the e-mail address support@leadfactor.by.

Requests for the Support are accepted at the e-mail address support@amocrm.ru.


The Licensee

MITENKOV DMITRIY VALERIEVICH

Belarus, Minsk, Tashkentskaya, 26/2-60

Passport MP4329833

PRIORBANK, MINSK, REPUBLIC OF BELARUS

BY59PJCB30130578771010000978

SWIFT:PJCBBY2X

Correspondent bank: АСС. 55045512

RAIFFEISEN BANK INTERNATIONAL AG, VIENNA, AUSTRIA

SWIFT: RZBAATWW