Statistical data is information from the Licensor's automated accounting systems. This information may include, among other things, information about the number of installations and other data related to the use of the program and distribution package in electronic form, depending on the purpose of the accounting system.
Actions refer to direct actions taken by the Licensee to distribute the distribution package on the territory using the program in accordance with the guidelines.
A license agreement is a legally binding contract between the parties involved.
Distribution Package - a package of computer programs, browser configuration kits, and other products that are owned by the copyright holder or licensor, or that the licensor has acquired the right to distribute from third parties. The distribution of this package is done by the licensee in accordance with the terms and conditions specified in this agreement. The composition of the distribution package and any changes to it are indicated on the Partner Interface, which is a section of the licensor's website accessible to the licensee through their username and password.
The interface contains information about the licensee, statistical data, descriptions of the distribution packages, and other relevant information.
Users are individuals or internet users who use the distribution package on devices that the licensee provides services for.
Program - a computer program that the Licensor owns the exclusive rights to. The program's functions include automatically installing a Distribution Package on devices and configuring them, setting up device settings, and installing a list of recommended applications from the Licensor as well as other Licensor-provided applications. The program allows users to install other computer programs from the list available in the "Programs" section of the Partner Interface. The Licensor has the right to automatically collect certain statistical data through the Program and send it to automated statistical accounting systems without reference to a specific User. This includes, but is not limited to, information on the date and time the program function was launched, the location of the launch (including details such as the region, city, specific address, or identification number of the device), the Device model, IMEI, browser version, and measured IP connection characteristics, as listed in the User Manual. The functional purpose of the Program in this case is to perform certain actions, such as:
providing Users with Program availability control,
testing the characteristics of the IP connection between the User's Device and the Licensee's Device, with the Program installed and running on it,
sending the test result to the user's browser,
Installing Software updates (as defined below) into the Licensee's Device.
Territory - the territory of the countries where the Licensee distributes the distribution package under this agreement, as well as providing software configuration services.
Device - a stationary device owned by the Licensee, based on Linux operating systems, whose technical specifications allow the installation of the distribution package and whose specifications correspond to the User's manual for the Program.
User's device - a stationary or mobile device belonging to the User based on Android, iOS, Windows Phone, or Windows 10 mobile operating systems, including personal computers based on Windows operating systems, which allow launching a browser and opening websites.
Installation - an installation recorded in the Licensor's statistical data system on a device through a program, the right to use which is granted by the licensor, carried out by the licensee as a result of using the program for its intended purpose.
The User Agreement is a contract between the user of the program and the licensor.
The Licensor grants the Licensee the right to use the Program and the Distribution Package under a simple (non-exclusive) license for a Period on the Territory of the Russian Federation and on the terms defined in this Agreement, free of charge, that is, without payment of remuneration by the Licensee.
The Licensor confirms that the market price for the right to use the Program and the Distribution Package provided to the Licensee in accordance with the terms of this Agreement is 1000000.00 (one million rubles 00 kopecks).
3.1. During the entire term of the Agreement, the Licensee undertakes to ensure that its goods, products, and services used in conjunction with the Program and Distribution Package comply with the terms of this Agreement, as well as comply with the requirements of applicable law.
3.2. When using the Program and the Distribution Package, the Licensee undertakes:
3.2.1. Install the Licensor's Distribution Package only in the manner prescribed by the Agreement and the Program User's Manual, and exclusively on the Territory.
3.2.2. Not to use the Program in conjunction with the services provided to the Licensee and Users by third parties without the prior written consent of the Licensor.;
3.2.3. Do not change the composition of the Distribution Package and distribute its individual components.
3.2.4. Do not simulate the installation of software, including, but not limited to, the Distribution Package, by software or other means.
3.2.5. not to mislead Users about the quality and other characteristics of the Distribution Package and the Program, as well as not to impose the use of the Program on Users or launch it without the User's consent.;
3.2.6. do not upload, send, transmit or in any other way post and/or distribute test results, in the absence of rights to such actions.;
3.2.7. do not upload, send, transmit or in any other way post and/ or distribute through the Program any materials containing viruses or other computer codes, files or programs designed to disrupt, destroy or limit the functionality of any computer or telecommunications equipment or programs, to carry out unauthorized access, as well as serial numbers to commercial software products and programs for their generation, logins, passwords and other means for obtaining unauthorized access to paid resources on the Internet, as well as posting links to the above information;
3.2.8. do not collect or store unauthorized personal data, phone numbers of Users;
3.2.9. do not disrupt the normal operation of the Program and the Distribution Package.
3.3. This agreement applies to all LINKMETER components, including the LINKMETER Server Application LINKMETER.SERVER.
3.4. The composition of the Distribution Package may be agreed and changed by the parties by e-mail.
3.5. The Territory includes the following countries: Russian Federation
3.6. For the purposes of this Agreement, the Licensor grants the Licensee, under the terms of a simple (non-exclusive) license in the Territory and for the entire term of the Agreement, the right to use computer programs included in the Distribution Package in the following ways::
3.6.1 For the purposes of this Agreement, the Licensor grants the Licensee, under the terms of a simple (non-exclusive) license in the Territory and for the entire term of the Agreement, the right to use computer programs included in the Distribution Package in the following ways:
3.6.2. distribution by reproducing the program code intended for execution in the User's browser to the User's Devices, including through the Program;
3.6.3. making the programs publicly available on the Internet.
3.7. The Licensor has the right to send the Licensee a notice of revocation of the license for certain programs of the Distribution Package, the exclusive right to which belongs to third parties, 10 (ten) business days before the revocation of the corresponding license. In this case, the Licensee's use of the Distribution Package for such programs is terminated simultaneously with the termination of the license.
3.8. For the purposes of this Agreement, the Licensor also grants the Licensee, under the terms of a simple (non-exclusive) license in the Territory and for the entire term of the Agreement, the right to use the Program in the following ways::
3.8.1. playback (installation, recording) Programs in computer memory, including server(s), once per computer;
3.8.2. accessing and working with the Program (using the Program for its intended functional purpose);
3.8.3. bringing the Program installed on the Licensee's server to the attention of all Licensee's employees through the Licensee's internal computer network in such a way that any Licensee's employee can access the Program and all its functions from each of the Licensee's computers or mobile devices, unless otherwise specified by the Licensee's internal policy.
3.9. The Licensee is not entitled to use the Program and the Distribution Package in ways not listed in clauses 3.6 and 3.8 of the Agreement.
3.10. The Licensor provides the Licensee with the opportunity to review the Statistical Data via e-mail or through the Partner Interface, if the Statistical Data is available for reflection in it. At the same time:
3.10.1. Statistical data is recognized by the Parties as Confidential Information.;
3.10.2. Access to the Partner Interface is carried out using the Licensee's unique username and password. The Licensee independently sets and changes the password used to access the Partner Interface.;
3.10.3. All actions performed using the Licensee's username and password in relation to the account are recognized as committed by the Licensee. The Licensee is solely responsible for the security of the means of access to the Partner Interface (login and password) and undertakes to take measures to ensure their confidentiality. The Licensor is not responsible for unauthorized access to the Licensee's Partner Interface by third parties using his username and password.;
3.10.4. In case of loss of the login and password, the Licensee is obliged to use the password recovery form on the Licensor's page located at: https://partner.trxline.ru/lmserver?mode=restore ".
3.11. At the same time, the Parties acknowledge that for the purposes of this Agreement, in particular, only Licensor's Statistical Data is used to control the use of the Program and the Distribution Package.
3.12. The Licensee acknowledges and agrees that for the purposes of the Agreement, any artificially (unfairly) generated test launch clicks are not taken into account, all methods of creating which are strictly prohibited.
3.13. The Licensee does not receive the source code of the Program and has no right to decompile it or perform any other actions with it that are not expressly provided for by the Agreement, additional agreements and/or appendices thereto.
3.14. Not to delete, conceal and/or modify the data obtained using the Program, as well as any information contained in the Program or the received data, including, but not limited to, advertising and informational materials, trademarks, logos, links or other references to copyright holders, as well as any other notices and/or information available through the Program.
3.15. Use the Program functions only for the purpose of fulfilling the Contract. When using the Program, the Licensee has the right to process the received data solely for informational purposes.
4.1. The Parties certify and guarantee that they have all the necessary powers to conclude and execute the Agreement.
4.2. The Licensee represents and guarantees that the use of the Program and the Distribution Package does not contradict applicable laws, obligations assumed by the Licensee to third parties, and does not otherwise violate the rights and legitimate interests of third parties.
4.3. The Licensor guarantees that any materials and/or programs transferred by him to the Licensee do not violate the intellectual rights of third parties at the time of their transfer.
4.4. The Licensee's assurances set forth in this section of the Agreement are assurances about circumstances that are essential to the Licensor. The Licensee agrees that the Licensor relies on such assurances when concluding and executing the Contract.
4.5. With the exception of the guarantees explicitly stated in the text of the Agreement, the Licensor does not provide any other express or implied guarantees under the Agreement and expressly disclaims any guarantees or conditions regarding the Program and the Distribution Package and their compliance with the specific goals of the Licensee. The Licensor provides the Program "as is" and does not guarantee its functionality.
4.6. By submitting an offer statement to the Licensor in accordance with the terms of the Agreement, the Licensee confirms and guarantees to the Licensor that:
4.7. The Licensee has provided reliable data, including personal data, for the documentation.
4.8. The Licensee consents to the Licensor's processing of the personal data specified by the Licensee in the offer statement at the conclusion of the Agreement, including the Licensor's actions provided for in Clause 3 of Article 3 of Federal Law No. 152-FZ dated 27.07.2006 "On Personal Data" by any means for the purposes of concluding and executing the Agreement, and also agrees to the provisions specified in the User Agreement, posted on the Internet at: https://linkmeter.net/en/agreement.html
4.9. The Licensee: a) has fully read the terms of the Contract, b) fully understands the subject matter of the Contract, c) fully understands the meaning and consequences of his actions in relation to the conclusion and execution of the Contract.
5.1. The Parties agree and undertake to keep secret and consider confidential all information received by the Parties during the performance of the Agreement and designated by the transmitting Party as confidential information (hereinafter referred to as "Confidential Information"), and not to disclose, disclose, make public or otherwise provide Confidential Information to third parties without the prior written consent of the transmitting Party. information from the Party.
5.2. Each of the Parties undertakes to take all necessary measures to protect Confidential Information, at least with the same degree of care and prudence with which it protects its own confidential information. Access to Confidential Information is provided only to those employees of the Parties who reasonably need it as part of their official duties to fulfill the terms of the Contract. Each of the Parties undertakes to ensure that such employees comply with the obligations to keep Confidential Information of the other Party confidential to an extent not less than that established in respect of the relevant Party in accordance with the terms of the Agreement.
5.3. The rights to Confidential Information of the transmitting Party are not alienated, and the receiving Party is not granted any rights or licenses to use Confidential Information of the transmitting Party. The receiving Party does not have the right to copy or otherwise reproduce Confidential Information without the prior written consent of the transmitting Party, except for the purposes of fulfilling the Contract.
5.4. The obligation to protect and keep confidential the Confidential Information of the receiving Party does not apply to information that:
5.4.1. was or became publicly available at the time of disclosure, except as a result of a violation committed by the receiving Party; or
5.4.2. becomes known to the receiving Party from a source other than the transmitting Party, without the receiving Party violating the terms of the Agreement, which can be confirmed by documents sufficient to confirm that the source of such information is a third party; or
5.4.3. was known to the receiving Party prior to its disclosure under the Agreement, which is confirmed by documents sufficient to establish the fact of possession of such information; or
5.4.4. it was disclosed with the written consent of the transferring Party.
5.5. Disclosure of Confidential Information will not be considered a violation of the obligations established by Section 6 of the Agreement if such information is disclosed at the written request of a public authority (including a state court) or a local government body in order to perform their prescribed functions established by applicable law, as well as disclosure of Confidential Information in accordance with the rules of the stock exchange., mandatory for the receiving Party and/or its affiliated persons; its disclosure to such authorities is mandatory for the receiving Party; Confidential information is disclosed to the minimum extent permitted. In this case, the receiving Party is obliged to notify the transmitting Party in writing of the received request within 1 (one) business day from the date of receipt of such request. At the same time, for the purposes of the Agreement, affiliated person means (i) any legal or natural person who, directly or indirectly, controls the Party, is controlled by the Party, or who is under common control with the Party.; at the same time, "control" means the ability to directly or indirectly determine decisions made by a person, including through participation in its authorized (pooled) capital, by agreement or otherwise, including direct or indirect ownership of more than 50% of voting shares/stakes in the authorized (pooled) capital, the ability to directly or indirectly exercise control over the majority of votes at the general meeting of participants or other top management body of such person and/or appoint a majority of the members of the board of directors or the supervisory board of such person, otherwise obtained the right to manage or the right to influence the management or policy of a managed legal entity.
5.6. The Receiving Party has the right to disclose Confidential Information to its Affiliated Persons, auditors, consultants of the receiving Party or its Affiliated Persons, provided that such persons assume obligations no less strict than the obligations of the receiving Party under the Agreement.
5.7. The receiving Party has an obligation to keep Confidential Information confidential from the moment the Agreement is signed by both Parties and remains in force for three (3) years. years after the expiration of the Contract or its termination.
5.8. Without contradicting other clauses of Section 6 of the Agreement, the Licensor has the right to disclose information about contractual relations with the Licensee for advertising and marketing purposes from the moment the Agreement is concluded by both Parties. Mass media communications, press releases, public and advertising announcements, and other communications related to the Agreement may be made by the Licensee only with the prior written consent of the Licensor.
5.9. In case of violation of obligations to preserve the confidentiality of Confidential Information by one of the Parties, it is liable in accordance with applicable law and is obliged to compensate the other Party for all losses caused by such violation.
6.1. The law of the Russian Federation is applicable to the Agreement and the relations of the Parties arising from it.
6.2. The Parties undertake to take the necessary measures to resolve all disputes, disagreements or claims arising in the course of fulfilling obligations under the Agreement through negotiations.
6.3. If it is impossible to settle the dispute through negotiations, the Parties shall establish a mandatory pre-trial claim procedure for its resolution.
6.4. In case of receipt of a claim, either Party is obliged to review the claim within 10 (ten) business days from the date of its receipt and submit proposals to the other Party for its settlement, indicating the time frame for such settlement.
6.5. If the Parties do not reach an agreement on the disputed issues within the period specified in clause 6.4 of the Agreement (including in the absence of a response to the claim or a refusal to satisfy the claim), the dispute is subject to consideration by the Arbitration Court of the city of Moscow.
7.1 For violation of the terms of the Agreement, the Parties are responsible as established by the Agreement and/or the current legislation of the Russian Federation.
7.2 Under no circumstances shall the Licensor be liable under the Agreement for any indirect damages and/or lost profits of the Licensee and/or third parties, regardless of whether the Licensor could have foreseen the possibility of such damages or not.
7.3 In case of violation by the Licensee of the terms of the Agreement, namely the terms of use of the Program and the Distribution Package, the Licensor has the right to unilaterally suspend the Licensee's access to the Program and the Distribution Package or to cancel the Agreement and demand compensation for damages caused by the termination of the Agreement.
7.4 In case of non-compliance by the Licensor with the guarantee provided for in Clause 4.2 of the Agreement, as a result of which claims, claims and/or lawsuits will be brought against the Licensee by any third parties, the Licensor undertakes to settle these claims, claims and/or lawsuits on its own and at its own expense, as well as to compensate the Licensee for the real damage incurred in this regard.
7.5 Compensation for damages does not release the Parties from fulfilling their obligations under the Agreement. Damages are reimbursed solely on the basis of a written claim by the interested Party.
8.1. The Parties are released from liability for partial or complete non-fulfillment of obligations under this Agreement, if this non-fulfillment was the result of force majeure circumstances that arose after the conclusion of the Agreement, including, but not limited to: floods, fires, earthquakes and other natural phenomena, as well as war, military actions, blockades, prohibitive actions of authorities and acts of state bodies, strikes, destruction of communications and energy supply, explosions that occurred during the validity of this Agreement, which the Parties could not have foreseen or prevented.
8.2. Upon the occurrence of the circumstances specified in clause 8.1 of the Agreement, the Party must immediately notify the other Party in writing within 5 (five) business days from the date of the occurrence of force majeure circumstances. The notification must contain information about the nature of the circumstances, as well as a link to official documents certifying the existence of these circumstances and (if the competent authority is entitled to provide relevant information) assessing their impact on the Party's ability to fulfill its obligations under the Contract, if the circumstance itself does not prevent such notification. The existence of force majeure circumstances must be confirmed by an official document issued by the competent authority. Such a document must be sent within a reasonable time to receive and forward documents of this type.
8.3. In the event of the occurrence of the circumstances provided for in clause 8.1 of the Agreement and notification by the Party whose performance of obligations is affected by these circumstances to the other Party in accordance with clause 8.2 of the Agreement, the deadline for the fulfillment by the relevant Party of obligations under the Agreement is postponed in proportion to the period during which force majeure circumstances and the period reasonably necessary to eliminate their consequences, preventing the fulfillment of the obligations of the Party under the Agreement.
8.4. Upon termination of force majeure circumstances, the Party whose performance of obligations is affected by these circumstances must immediately notify the other Party in writing within 5 (five) business days, specifying the time period during which it is expected to fulfill obligations under this Agreement.
8.5. In case of non-sending or untimely sending of the necessary notices by the relevant Party provided for in clauses 8.2 and 8.4 of the Agreement, it loses the right to refer to such circumstances in the future as grounds for exemption from liability for non-fulfillment of obligations, and in case of a claim by the second Party, it will be obliged to compensate the second Party for documented and incurred losses, incurred due to non-fulfillment of obligations by the first Party.
8.6. If the circumstances stipulated in clause 8.1 of the Agreement last more than 1 (one) month, the Parties are obliged to determine the further validity of the Agreement. If the Parties do not reach an agreement within 7 (seven) business days after the request of one of the Parties, either Party has the right to cancel this Agreement by notifying the other Party in writing. The Contract will be considered terminated from the date of receipt by the other Party of the specified notice of cancellation of the Contract.
9.1 The Agreement is considered concluded by the Parties from the date on which the Licensee receives the Licensor's notification of acceptance of the Licensee's offer to conclude the Agreement to the email address specified by the Licensee in the offer (the "Effective Date"). The specified notification is recognized as acceptance of the offer by the Licensor. The Agreement is valid for one (1) year from the date of conclusion of the Agreement or until it is terminated in accordance with the terms of the Agreement.
9.2 The Contract may be terminated:
9.2.1. by agreement of the Parties;
9.2.2. either Party unilaterally refuses to perform the Agreement, in the case provided for in clause 8.6 of the Agreement.;
9.2.3. The Licensor shall immediately unilaterally terminate the Agreement in the event of a violation by the Licensee of the terms of the Agreement, if such violation has not been eliminated by the Licensee within 15 (fifteen) calendar days from the date of notification to the Licensee of such violation by sending a written notification to the Licensee.;
9.2.4. either Party unilaterally cancels the contract by sending a written notice (including by e-mail) to the other Party at least 30 (thirty) calendar days prior to the termination date.;
9.2.5. The Licensor has the right to cancel the Contract at any time by sending a written (including by e-mail) notification to the Licensee.
9.3 If, 30 (thirty) calendar days before the expiration of the Agreement specified in clause 9.1 above, none of the Parties declares in writing (by e-mail) their unwillingness to extend it, the term of the Agreement is considered to be extended indefinitely for the next calendar year.
9.4 In the event of termination of this Agreement for any reason, the Licensee undertakes to stop using the Program and the Distribution Package, as well as the distribution of the Distribution Package.
9.5 The obligations of the Parties under the Agreement, which by their very nature must continue to be valid (including obligations regarding confidentiality of information), remain in force after the expiration of the Agreement.
9.6 Upon termination of the Agreement based on clause 9.2.3, the Agreement is considered terminated from the moment the Licensee receives the notice of termination.
9.7 The procedure for concluding an Agreement:
9.7.1. The Licensee initiates the conclusion of the Agreement by filling out and sending by e-mail a scanned copy of the Licensee's offer statement on the conclusion of the agreement with the Licensor in the form provided by the Licensor.
9.7.2. Sending by the Licensee to the Licensor a scanned copy of the completed, signed in his own hand or by an authorized person and stamped by the Licensee (if any) by e-mail in the form provided by the Licensor is recognized as sending by the Licensee to the Licensor an irrevocable offer to conclude an agreement on the terms specified in the Agreement and the offer statement.
9.7.3. Sending by the Licensee to the Licensor a scanned copy of the completed, signed in his own hand or by an authorized person and stamped by the Licensee (if any) by e-mail in the form provided by the Licensor is recognized as sending by the Licensee to the Licensor an irrevocable offer to conclude an agreement on the terms specified in the Agreement and the offer statement.
10.1. The Licensee understands and agrees that the terms of the Agreement may be changed unilaterally by the Licensor. Changes to the terms of the Agreement come into force and become mandatory for the Licensee from the moment they are posted at: https://trxline.ru/legal/lmserver_termsofuse_en.html .
10.2. The invalidity (including, but not limited to, invalidation, illegality, and/or unenforceability) of one or more provisions of the Agreement does not affect the validity of any other provision of the Agreement; however, the Agreement must be interpreted without regard to the relevant invalid provision.
10.3. The Licensor's rights and obligations under the Agreement may be transferred in whole or in part to third parties without the Licensee's prior written consent, including cases when the rights and obligations under the Agreement are transferred to Licensor's Affiliates or transferred to third parties as a result of reorganization, alienation of assets or shares in the Licensor's authorized capital (in their substantial part).
10.4. In all its activities, the Licensor adheres to the principles and working conditions contained in the Licensor's Rules of Corporate Ethics. The Licensor expects its counterparties to comply with the principles of business conduct specified in the Rules of Corporate Ethics.
10.5. The Parties recognize and confirm that each of them pursues a zero tolerance policy towards bribery and corruption, which implies a complete prohibition of corrupt practices and payments for assistance, as well as payments aimed at simplifying business formalities and ensuring a faster resolution of certain issues. Within the framework of the Agreement, the Parties, their Affiliates, employees, intermediaries and representatives (including agents, commission agents, customs brokers and other third parties who directly or indirectly participate in the execution of the Agreement) do not accept, do not pay, do not offer to pay, and do not allow (authorize) the payment/receipt of any funds. or the transfer of any valuables (including intangible ones), directly or indirectly, to any persons in order to influence actions or decisions, with the intention of obtaining any undue advantages, including circumvention of the procedure established by law, or pursuing other unlawful goals.
10.6. As part of the fulfillment of obligations under the Agreement, the Parties shall comply with, apply and act in accordance with the following national and international legal acts:
10.6.1. The Fundamental Principles of the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions);
10.6.2. Federal Law of the Russian Federation No. 273-FZ of December 25, 2008 on Combating Corruption;
10.6.3. Prohibition of corporate activities abroad (The Law on Combating Corruption Abroad of 1977);
10.6.4. other provisions of Russian legislation regarding corruption and commercial bribery.
10.7. If the Parties have any suspicions of a violation or the likelihood of a violation of any provisions of the Agreement, the relevant Party undertakes to immediately notify the other Party of its suspicions in writing.
10.8. The Parties shall exchange documents and information under the Agreement at the addresses specified in the Agreement in the following ways (subject to the relevant provisions of the Agreement, additional agreements and annexes thereto): by courier delivery, by mail with delivery notification, by fax, by e-mail or in any other way provided for by the supplementary agreement to the Contract.
10.9. The Parties are obliged to immediately notify each other in writing of any changes to addresses, bank and other details.
10.10. The Parties acknowledge that when agreeing on all issues by e-mail in accordance with the terms of the Agreement, the e-mail addresses specified in the Agreement and the offer statement must be used.
Name: Trilain Limited Liability Company
Location address: 2 Sibirskiy proezd, building 6, room 5, Moscow, 109029, Russian Federation.
Notification address: 2 Sibirskiy Proezd, building 6, room 5, Moscow, 109029, Russian Federation
тел.: +7 (495) 737-6719
E-mail: info@trxline.ru
INN 7720603492
KPP 770901001