LICENSE AGREEMENT (PUBLIC OFFER)

1.1. This License Agreement (hereinafter – the "Agreement") is a public offer in accordance with Articles 435, 437, 438, and 1286 of the Civil Code of the Russian Federation and sets out the procedure and terms for granting rights to use software automation tools, as well as the provision of related services.

1.2. The Licensor is:
Logicode Limited Liability Company, TIN/KPP 7725811841/773101001, address: Moscow, Gorbunova St., 2, bldg. 3, room 31/3, e-mail: 1@logicode.pro (hereinafter – the "Licensor").

1.3. The Licensee is any legal entity or individual entrepreneur that has accepted this offer in the manner set out in Section 4 of this Agreement (hereinafter – the "Licensee").

1.4. The text of this Agreement is permanently published on the Internet at: https://logicode.pro/oferta

The current version of the Agreement is indicated with the date of its last update.

1.5. By performing Acceptance of the Agreement (paying an invoice/tariff and/or any other explicitly indicated action), the Licensee confirms that it fully and unconditionally accepts all terms of the Agreement without any exceptions or reservations. Disagreement with any of the terms of the Agreement precludes the use of the Licensor's software products and services.

2.1. For the purposes of this Agreement, the terms below are used with the following meanings:

2.1.1. RPA software robots – software tools that emulate user actions in information systems and are designed to automate routine operations.

2.1.2. Bots – software modules (including, but not limited to, those developed in Python and other programming languages) that execute predefined scenarios, integrations, and actions according to set rules.

2.1.3. AI agents and AI assistants – software solutions based on artificial intelligence and (or) machine learning technologies that implement automated decision-making, data processing, and the generation of responses, prompts, scenarios, etc.

2.1.4. Digital Employees – a collective designation for RPA robots, bots, AI agents, and AI assistants provided to the Licensor or developed by it for the Licensee.

2.1.5. Software (SW) – any computer programs, modules, scripts, libraries, configurations, settings, web services, admin panels, and other software components provided to the Licensor or created by it under this Agreement.

2.1.6. BPMN systems – business process management systems (Workflow/BPM, including Pyrus and similar solutions) that may be implemented and configured by the Licensor for the Licensee.

2.1.7. Services – work and services for the implementation, configuration, integration, and support of Digital Employees, Software, and BPMN systems, the development of web interfaces and admin panels, and custom modification of any other software, provided by the Licensor to the Licensee.

2.1.8. Website – the Licensor's official website on the Internet at: https://logicode.pro and its subdomains, including the pricing page https://logicode.pro/pricing.

2.1.9. Tariff – a set of terms (type and quantity of Digital Employees, scope of services, timeframes, cost) published on the Website and (or) specified in the Licensor's invoice.

2.1.10. Acceptance – the full and unconditional acceptance by the Licensee of the terms of this Agreement by performing the actions set out in Section 4 of this Agreement.

2.1.11. The functioning of Digital Employees may require the Licensee to hold active licenses for third-party RPA software platforms.

2.2. Any other terms not defined in this section are interpreted in accordance with the legislation of the Russian Federation, as well as customary business practice.

3.1. Under this Agreement, the Licensor:

3.1.1. Grants the Licensee, under a simple (non-exclusive) license, the right to use the Digital Employees and Software to the extent determined by the selected Tariff and/or the Licensor's invoice.

3.2. The specific set of Digital Employees, Software, and Services, their characteristics, scope, delivery timeframes, and cost are determined by the Tariff published on the Website and/or the Licensor's individual invoice, which is an integral part of this Agreement.

3.3. Rights to use the Digital Employees and Software are granted worldwide, unless otherwise expressly stated in the Tariff or invoice.

4.1. The text of this Agreement is a public offer of the Licensor, addressed to an indefinite circle of persons.

4.3. The moment of Acceptance of the offer and conclusion of the Agreement is deemed to be the moment the funds under the issued invoice are received in the Licensor's settlement account (or payment is confirmed by the payment system).

4.4. The Agreement is deemed concluded in simplified written form (a contract of adhesion within the meaning of clause 5 of Article 1286 of the Civil Code of the Russian Federation). Signing a paper copy of the Agreement is not required.

5.1. Obligations of the Licensor

The Licensor undertakes to:

5.1.1. Grant the Licensee the rights to use the Digital Employees and Software, and provide the Services, to the extent and within the timeframes determined by the Tariff and/or the Licensor's invoice.

5.1.2. Ensure the operability of the provided Digital Employees and Software in accordance with their intended purpose and documentation, except during periods of scheduled and emergency maintenance, as well as force majeure circumstances.

5.1.3. Provide the Licensee with access to technical documentation and (or) instructions for using the Digital Employees and Software (in electronic form).

5.1.4. Maintain the confidentiality of the Licensee's information within the limits established by this Agreement and the legislation of the Russian Federation.

5.2. Rights of the Licensor

The Licensor has the right to:

5.2.1. Make changes to the composition, functionality, and interfaces of the Digital Employees and Software, provided that the declared scope of functionality under the Tariff is maintained or improved.

5.2.2. Suspend the Licensee's access to the Digital Employees and Software if the Licensee violates the terms of the Agreement (including in case of late payment), in the manner established by Section 11.

5.2.3. Engage third parties (contractors, hosting providers, etc.) to perform its obligations under the Agreement.

5.2.4. Change the Tariffs and terms of the Agreement in the manner established by Sections 2 and 7, by posting the current version on the Website.

5.3. Obligations of the Licensee

The Licensee undertakes to:

5.3.1. Comply with the terms of this Agreement and the Tariffs.

5.3.2. Pay for the services and rights of use in a timely manner, in the amounts and within the timeframes established by the Tariff and (or) invoice.

5.3.3. Not disclose its credentials (login/password, access keys, etc.) to third parties, other than employees and contractors authorized to act on behalf of the Licensee.

5.3.4. Ensure that its use of the Digital Employees and Software complies with the requirements of the legislation of the Russian Federation, including with respect to the processing of personal data and trade secrets.

5.3.5. Independently ensure the availability and proper operation of equipment, third-party software (including licenses for the RPA platforms in whose environment the Digital Employees operate), and communication channels necessary for the operation of the Digital Employees and Software (including OS, browsers, office software, etc.), unless otherwise provided by the Tariff.

5.4. Rights of the Licensee

The Licensee has the right to:

5.4.1. Use the Digital Employees and Software to the extent provided for by this Agreement, the Tariffs, and the invoice.

5.4.2. Receive the results of the operation of the Digital Employees and Software (reports, exports, data, etc.) and use them in its business activities without restriction, unless otherwise provided by the Agreement.

5.4.3. Contact the Licensor for technical support in the manner and to the extent determined by Section 8.

5.4.4. Terminate the Agreement in the manner provided for in Section 11.

6.1. The Licensee has the right to use the Digital Employees and Software exclusively for its own business activities and (where expressly indicated in the Tariff or invoice) for the activities of its affiliates.

6.2. Without the prior written consent of the Licensor, the Licensee is prohibited from:

6.2.1. Transferring, sublicensing, renting, leasing, lending free of charge, or otherwise granting third parties the rights to use the Digital Employees, Software, and the results of development.

6.2.2. Reproducing, copying, or duplicating the Digital Employees and Software.

6.2.3. Reverse engineering, decompiling, or disassembling the Digital Employees and Software, except in cases expressly permitted by the legislation of the Russian Federation.

6.2.4. Modifying the code of the Digital Employees and Software, except for configuring parameters and settings using tools specifically provided by the Licensor's interfaces.

6.2.5. Using the Digital Employees and Software to create competing products or services, or to analyze the code, architecture, and solution for the purpose of subsequent copying.

6.3. All exclusive rights to the Digital Employees, Software, documentation, and other results of intellectual activity created by the Licensor before and during the performance of the Agreement belong to the Licensor, unless otherwise expressly provided by a separate written agreement with the Licensee.

6.4. The results of the operation of the Digital Employees and Software (reports, exports, operational data) belong to the Licensee and may be freely used by it in its business activities.

6.5. For custom development work, the Licensor has the right to reuse common libraries, modules, and technical solutions that do not contain the Licensee's confidential information.

7.1. The cost of the rights to use the Digital Employees and Software, as well as the Services, is determined in accordance with the Tariffs published on the Website and/or the Licensor's individual invoice.

7.3. Payment is made on the basis of the Licensor's invoice on a prepayment basis, unless otherwise expressly stated in the invoice.

7.5. Late payment of more than 10 (ten) calendar days entitles the Licensor to suspend the Licensee's access to the Digital Employees and Software until the debt is paid in full.

7.6. Payment is deemed to have been made from the moment the funds are credited to the Licensor's settlement account.

7.7. In the event of early termination of the use of the Digital Employees, Software, and Services at the initiative of the Licensee, the cost of the already paid period is non-refundable, unless otherwise expressly agreed by the Parties in writing.

7.8. Procedure for the delivery and acceptance of Services:

7.8.1. With respect to the Services provided under this Agreement, the Parties have established a simplified delivery-and-acceptance procedure. The Services are deemed to have been duly provided by the Licensor and accepted by the Licensee in full if, within 3 (three) business days after the end of the paid billing period (month) or the completion of a stage of work, the Licensor has not received any reasoned written objections from the Licensee.

7.8.2. At the Licensee's request, the Licensor may generate a Certificate of Services Rendered (UPD) in electronic form. If the Licensee does not sign the Certificate or does not send a reasoned refusal within 3 (three) business days from the date of its receipt by e-mail, the Services are deemed accepted by the Licensee without objection on the basis of a unilateral Certificate drawn up by the Licensor.

7.8.3. The Parties acknowledge that the absence of reasoned objections within the established period is equivalent to confirmation of the fact that the Services were provided in full and in proper quality.

8.2. Basic support is provided on business days (Monday–Friday), from 9:00 AM to 6:00 PM Moscow time, excluding official holidays of the Russian Federation, through the communication channels indicated on the Website.

8.3. Extended support (reduced response times, dedicated manager, etc.) may be provided under a separate agreement and (or) separate Tariff.

9.2. The Licensee is responsible for compliance with personal data legislation (Federal Law No. 152-FZ and other applicable acts) if the Digital Employees and Software process the personal data of data subjects.

9.3. If, under this Agreement, the Licensor processes personal data on behalf of the Licensee, the Parties shall, if necessary, enter into a separate personal data processing agreement.

9.4. The Licensor has the right to collect and process anonymized statistical data on the use of the Digital Employees and Software for the purposes of improving quality, analytics, and service development.

9.5. The Licensor has the right to keep logs of the Digital Employees' operations and user actions for the purposes of security, audit, and incident resolution.

10.1. The Licensor warrants that it holds the necessary rights to grant the Licensee the rights to use the Digital Employees and Software to the extent provided for by this Agreement.

10.4. The total amount of the Licensor's liability for any claims related to this Agreement is limited to the amount of remuneration actually paid by the Licensee for the last calendar month preceding the occurrence of the grounds for liability.

10.5. The Licensee bears full responsibility for the legality and correctness of the data entered, as well as for the consequences of its use by the Digital Employees and Software.

11.1. The Agreement takes effect from the moment of Acceptance by the Licensee and is valid for the period corresponding to the paid Tariff (payment period).

11.2. If the Tariff provides for a subscription model, the Agreement is automatically renewed for the next payment period provided payment is received, unless the Licensee notifies the Licensor of the termination of use at least 5 (five) calendar days before the end of the current period.

11.3. The Licensee has the right to unilaterally withdraw from the Agreement by notifying the Licensor by e-mail 5 (five) calendar days before the end of the paid period. In this case, the Agreement terminates at the end of the specified period.

11.5. In the cases specified in clauses 11.4 "a"–"b", the Licensor has the right to first send the Licensee a notice specifying a period for remedying the violations (at least 3 (three) business days). If the violations are not remedied within the specified period, the Licensor has the right to block access and terminate the Agreement.

11.6. Upon termination of the Agreement, the Licensee's access to the Digital Employees and Software is terminated. The Licensee's data stored by the Licensor may be deleted after 30 (thirty) calendar days from the date of termination of the Agreement, unless the Licensee requests its export.

12.1. The Parties are released from liability for full or partial non-performance of obligations under the Agreement if such non-performance resulted from force majeure circumstances: war, natural disasters, acts of government authorities, disruptions to the operation of global networks, and the like.

12.2. The Party for whom performance of obligations has become impossible must notify the other Party within a reasonable time.

13.1. All disputes and disagreements under this Agreement shall be settled through negotiations and a mandatory claims procedure.

13.2. A claim is sent by one Party to the other Party by e-mail and (or) by Russian Post with acknowledgment of receipt. The Party that received the claim must review it and send a reasoned response within 15 (fifteen) calendar days from the date of receipt.

13.3. If no agreement is reached, the dispute shall be resolved by the Arbitrazh (Commercial) Court of the City of Moscow in accordance with the applicable procedural legislation of the Russian Federation.

14.1. This Agreement is governed by and construed in accordance with the legislation of the Russian Federation.

14.2. The invalidity of any provision of the Agreement does not entail the invalidity of its other provisions.

14.3. This Agreement, together with the Licensor's Tariffs and invoice, constitutes the entire agreement of the Parties with respect to its subject matter and supersedes all prior agreements and correspondence on this matter.

14.4. The Licensor has the right to unilaterally change the terms of this Agreement by publishing a new version on the Website. The new version takes effect from the moment of publication, unless otherwise stated in the text of the Agreement. For active subscriptions, changes apply from the beginning of the next payment period, provided the Licensee is notified.

14.5. The Licensee undertakes to independently monitor changes to the Agreement and Tariffs on the Website. Continued use of the Robots, Software, and Services after the changes take effect means the Licensee agrees to the new terms.

14.6. The Licensor's details and contact information are indicated on the Website and (or) in the invoice and are deemed proper for the purposes of this Agreement.