License agreement

public offer (invitation to offer)

This offer, in accordance with the first and second parts of Article 329 of the Civil Code of the State of Georgia, is an official/public offer (invitation to the offer) of the limited liability company Aqtra Platform Ltd. and contains all the essential terms to grant rights to use the computer/software program.

"Aqtra Platform" Limited Liability Company (hereinafter referred to as the "Licensor"), represented by the director Ilia Korsun, acting on the basis of the founding agreement and charter of the enterprise, makes this public offer for the purpose of entering into a license agreement under the following conditions.

Procedure for accepting this offer

In accordance with the first and second parts of Article 330, Article 331, Article 332 and Article 361, Part 2 of the Civil Code of the State of Georgia, if an individual or legal entity accepts the terms of the offer and pays the service fee, the individual or A legal entity becomes a "licensee".

Acceptance of this public offer is the payment of the fee by the licensee for the right to use the computer program to the licensor.

From the moment funds are received in the Licensor's settlement account, the Licensee is deemed to have fulfilled its obligations to accept this offer. The deadline of acceptance of the offer by the licensee is unlimited.

Software License Terms:

The Software License Terms (referred to as the "Agreement") are entered into between the Licensor and the Licensee and are effective from the date of payment of the License Fee (the "Effective Date"). Licensor and Licensee are individually referred to as a "Party" and collectively as the "Parties".

Definitions:

"Documentation" - means user manuals, manuals of any kind, software descriptions and specifications, brochures, technical manuals, support materials and other information related to the Software, printed, electronic or video and/or distributed in any other format.

"Software activation key" - the procedure performed by the licensor for technical authorization for the licensee to use the software, the authorization of which is carried out by sending the activation key-password to the licensee to activate the software.

"Content" - means software (including computer-generated images), applications, online services, features, technology, data, text, audio, video, images or other materials.

"Confidential Information" - means the terms of this Agreement, as well as any material relating to the research, development, products, services, customers, markets, documentation (as defined below), inventions, price lists, technologies or finances of either party or other information of a commercial nature and information containing a trade secret that is considered by the transmitting party to be a trade secret or confidential information. Without limiting the foregoing, any software and any databases (including data models, structures, specific data unrelated to Licensee and general data contained in such software and databases) shall be deemed to be Licensor's confidential information. Also, any type of Information that is recognized as confidential information by the international trade organization, as well as any information that is recognized as confidential information of the party based on international trade principles and approaches, including and not only based on the principles of “INCOTERMS 2020”, as well as international legislation. It is recognized as confidential information and/or information containing confidential information and/or such signs by agreements, conventions and internal legislation of the State of Georgia.

"New Version of the Software" - means a major release of the Software, the primary purpose of which is to add new functionality or improve the performance of the Software, as identified by the applicable release number of the Software. Notwithstanding the foregoing, a new release does not contain any new software or modules (whether or not Licensor's proprietary software) that may be distributed and monetized by Licensee separately.

"New Software or Modules" - are separate units of software that may be implemented as a stand-alone software product.

"Personal Data" - means information described and provided for in international law and applicable domestic data protection laws of Georgia and includes, but is not limited to any data or information (in which it is contained and whether contained separately or in combination) identified or In relation to an identifiable natural person.

"Intellectual Property Rights" - means all currently known and subsequent rights relating to copyrighted works worldwide, including exclusive rights of use, copyright, moral rights of author and circuit layout; (b) trademark and trade designation rights; c) the right to trade secrets; (d) patent rights, industrial designs, algorithms and other industrial property rights; (e) other intellectual property rights and proprietary rights of any kind worldwide, whether by law, contract or license or otherwise; and (f) all registration and application documents, certificates of renewal, merger or division and reissued copies of the foregoing; (g) the useful module, the whole or part of the useful module and any other type of right recognized under international law as an intellectual property right and/or part of it.

"Software" - the digital platform Aqtra Platform DPA (Digital Process Automation), also referred to as "Low-code Platform Aqtra" and "Platform Aqtra", which is the intellectual property of the Licensor.

"License Term" - means the period of use of the Licensed Software by Licensee.

"Price/Fee" - means the amount payable for the Subscription License and/or Professional Services specified in the applicable Order Form.

"Technical support services" - a set of services to solve user problems related to access to software services in accordance with the service level agreement - SLA, located on the website www.aqtra.io

1. Issuance of license

1.1. The Licensor grants the Licensee, for a fee, the right to use the Software in any territory in the following ways: installing on its own servers or in the cloud, running the Software and working with it, that is, using built-in integration. Functionality, backup copy, without the right to transfer to third parties (sublicense).

The validity period of the license is determined by the tariff paid by the licensee.

1.2. Licensee may not: (i) permit third parties (including affiliates or contractors) to use the Software or maintain or operate the Software on behalf of Licensor; (ii) decompile, reverse engineer or reverse engineer the Software in whole or in part; (iii) modify, adapt or create derivative works of the Software; (iv) integrate the Software with other software; (v) remove any proprietary notices/information, including intellectual property, from the Software or Documentation.

1.3. Subject to the terms of this Agreement, Licensee agrees not to use or permit the use of the Software to display, store, process, or transmit any Content that may (i) endanger or harm any person or property, (ii) include the posting of any material, that is false, defamatory, abusive or obscene, (iii) violates privacy rights or promotes bigotry, racism, hatred or violence, (iv) constitutes unsolicited mail, "junk mail", "spam" or "letters"; (v) constitutes an infringement of intellectual property rights or other proprietary rights, or (vi) otherwise violates any applicable laws, regulations or rules. If Licensor becomes aware that the other party is in violation of any of the foregoing restrictions, Licensee shall notify Licensor and Licensee and Licensor shall promptly take appropriate action to remedy such violation. If the Licensee does not take the necessary measures in accordance with the above, the Licensor reserves the right to voluntarily take corrective measures if any Content violates the above restrictions, including removing or disabling access to such Content. In case of such action, the Licensor shall have no liability to the other party.

1.4. Delivery and Receipt: Software and documentation will be distributed electronically. The licensee installs and configures the software within 5 (five) days after paying the access key fee and receiving it. It tests the functionality of the software. If no reasoned refusal is provided by the Licensor on the fifth day of testing, the rights to use the Software shall be deemed fully accepted by the Licensee.

2. Maintenance and support

2.1. Technical Support Services: Licensor shall provide technical support and technical support services in accordance with the Support Level Agreement (SLA) as updated by it from time to time.

3. Payment

3.1. Payment: All fees are payable in accordance with Licensee's chosen tariff terms, which are non-refundable except as expressly provided in this Agreement.

3.2. Any payment that Licensee is required to make under this Agreement and is not paid is subject to a daily fine in amount of 0.1% due per day. Licensee shall also pay all collection costs, including confirmed legal fees and costs.

4. Privacy

4.1. Confidential Information: Each party will have access to the other party's or third party's confidential or non-public information ("Confidential Information"). Confidential Information disclosed is and will remain the property of the disclosing party or its third parties. The Software and Documentation are confidential information of Licensor. Confidential Information does not include information that: (i) is or becomes public or becomes in the public domain through no fault of the recipient; (ii) lawfully transferred to recipients who are not bound by an obligation of confidentiality; (iii) is already in the possession of the recipient at the time of disclosure without an obligation of confidentiality; (iv) independently developed by Licensee; or (v) approved in writing for public disclosure.

4.2. Confidentiality Obligation: Each party agrees to: (i) use the Confidential Information only for the purposes of this Agreement; (ii) keep the Confidential Information confidential and protected from disclosure or use by any third party; (iii) not create derivative works based on the Confidential Information; (iv) restrict access to Confidential Information and strictly control access to it to its employees, affiliates, agents and contractors who need access to such Confidential Information and who have obtained written consent to work with such Confidential Information in accordance with this Agreement; and (v) return or destroy all Confidential Information of the other party upon termination or expiration of this Agreement. If Licensee is required by law to disclose such Confidential Information, Licensee must notify Licensor prior to disclosure and allow a reasonable time for Licensor to protect against disclosure of Confidential Information.

4.3 For the purposes of this Agreement, any natural and/or legal entity other than the Licensor and the Licensee is considered a third party. Also, all those employees, personnel, persons associated with the Licensee, contractors, persons employed under the contract, etc., shall be considered as third persons. which does not objectively participate in the activity of using the license.

5. Warranty

5.1. Licensor warrants that the Software will operate in accordance with the Documentation for a period of 01 year from the date of delivery of the Software Activation Key ("Warranty Period"). In the event that the Software fails to function as agreed during the Warranty Period, the Licensor will correct a critical error (blocking the use of the Software) in the Software, provided that the Licensee notifies it of such error during the Warranty Period. If a critical error is discovered after the warranty period, Licensor will provide Licensee with a version of the Software with corrected code free of charge. This warranty does not apply if the affected software has been modified by a person other than the licensee or used in a manner inconsistent with the applicable documentation.

5.2. The Licensee shall lose the right to claim compensation and/or other compensation under this Agreement, in the following events: (i) the Software is modified by a third party other than the Licensor; (ii) an older version of the Software was used that caused the damage, if the infringement could have been avoided with a current version and such version was provided to Licensee; (iii) use the Software in conjunction with other software, hardware, or data of Licensee; (iv) use the Software in a manner inconsistent with its documentation; (v) use the Software in a manner that violates and/or conflicts with this Agreement.

5.3. If Licensor determines that the Software may be the subject of a claim of intellectual property infringement, Licensor may, in its sole discretion: (i) modify the Software; (ii) authorize Licensee to continue using the Software; or (iii) terminate the license to the Software and refund Licensee for the unused subscription period.

5.4. The clauses of this article establish the sole responsibility of the licensee and the exclusive rights of the licensor in case of appropriation or infringement of intellectual property to act on the basis of this agreement, the internal legislation of the State of Georgia and international legislation and to demand protection of the violated rights and compensation for damages. The defense of infringed rights and the right to claim damages shall prevail over all other obligations and/or liabilities of Licensor.

5.5. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, LICENSEE IS NOT RESPONSIBLE FOR LOSS OR DAMAGE THAT MAY ARISE IN CONNECTION WITH LICENSEE'S USE OF THE SOFTWARE. LICENSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL DAMAGES (INCLUDING LOST PROFITS) FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In addition to its obligations set forth in the "Warranties" section of this Agreement, Licensor's liability, regardless of the form of the claim, may not exceed the total amount paid under this Agreement for Software Licenses during any 12-month’s period.

6. Termination

6.1. This Agreement shall be effective from the date Licensee pays for the license and shall continue in effect until the expiration of the license at the rate selected by Licensee.

6.2. The invalidity of any provision of this Agreement shall not result in the invalidity of the entire Agreement. Licensor may terminate this Agreement upon prior written notice if Licensee (i) fails to cure a breach of this Agreement within 30 days of Licensor's written notice of such breach or (ii) insolvency proceedings, including bankruptcy, are commenced against Licensee. Proceedings that last more than 45 calendar days. Upon termination of this Agreement for any reason, Licensee shall immediately pay all amounts due under this Agreement, all rights under the License shall immediately terminate, and Licensee shall cease use of the Software. Licensee shall destroy the Software and all copies and related materials no later than 05 days after the date of termination of this Agreement (and promptly certify such destruction to the other party).

7. General provisions

7.1. Components of the Software may include or extend to third parties ("Third Party Components"). Such distribution may be free or commercial. If the Licensee uses the Software in accordance with the documentation provided and/or executed by the Licensor, the presence of third-party components does not limit the rights granted by this Agreement.

7.2. Without the prior written consent of the Licensor, the Licensee may not transfer or delegate any of its rights and/or obligations under this Agreement. Any assignment, transfer, delegation or sublicense without the written consent of Licensor is void.

7.3 The parties agree that, despite this agreement, the licensee does not have the right and access to the collection, use, destruction and/or disclosure of any personal and/or other information processed and stored by the licensor during the development and/or use of the software. Licensor is responsible for the unauthorized collection, receipt, transmission, use and disclosure of personal or other information obtained as a result of the use of the Software. The licensee guarantees that it will strictly comply with the domestic legislation of Georgia on privacy and data protection, international legislation, as well as international agreements and conventions recognized on the territory of Georgia. Otherwise, the licensee shall bear full responsibility on the basis of this agreement and the above-mentioned legislation.

7.4. The parties agree to resolve any disputes arising under this Agreement through communication with each other including electronic communication via electronic communicator’s. After 10 working days from the beginning of the communication, if the communication of the parties is unsuccessful, the parties agree that the dispute between them will be settled by the arbitration operating in the state of Georgia.

7.5 The arbitration court referred to in Clause 7.4 of this Agreement means Non-entrepreneurial (non-commercial) legal entity "International Arbitration Center of Georgia" (after “Arbitration Court”) (S/N 400108281), which is located at: N29 N. Shataidze St., Tbilisi, Georgia.

7.6 The “International Arbitration Center of Georgia” referred to in clause 7.4.1 is authorized to consider the dispute between the parties arising from the present agreement. “Arbitration Court” will overview dispute between parties with three arbitrator’s. The each party chooses one arbitrator from the list/composition of arbitrators of  "International Arbitration Center of Georgia". Two arbitrator’s selected by parties shall choose the third member of the “Arbitration Court” - the chairman of the “Arbitration Court”. The “Arbitration Court” considers the dispute in accordance with the legislation of Georgia.

7.7. The licensee agrees that during the term of the license the licensor has the right to use its name for advertising, placement on the electronic site and/or brochures and etc. for any marketing and/or promotional activities.