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End User License AgreementIf the place of purchase or your main seat or residence is located outside the USA, South America, or Canada, our contractual agreement shall be subject to the provisions of the End User License Agreement under A.If the place of purchase or your main seat or residence is located in the USA, South America, or Canada, our contractual agreement shall be subject to the provisions of the End User License Agreement under B. Independent of your location of residence, a new section C. is added to the provisions of the End User License Agreement. The original of End User License Agreement is drawn in the Russian language. In the countries with Russian language as Official one the Russian version shall prevail over the English version. In all other countries the English Version shall prevail. All other translations shall solely serve for a better understanding. You should read the following license agreement before using and installing the software. By running and/or installing you accept all the terms and conditions of this agreement and agree that you’ll be legally bound by them. If these terms and conditions are not acceptable to you, don’t continue to use and/or install this software. A. Section 1 General provisions 1. General content of the contract 1.1. Parties and subject matter. The provisions of this End User License Agreement (EULA) shall govern the relationship between Ammyy Inc. (“Ammyy”) and its customers (“Customer”) with respect to the licensing by Ammyy of certain of its software and the provision by Ammyy of certain services. Accordingly, subject to the terms and conditions of this EULA, Ammyy may provide Customer with (i) certain software that enables the remote maintenance of computers and the performance of online meetings including diverse features. The Software is run on computers of the Customer. 1.2. Regulation sections. Sec. 1 of this EULA contains the general provisions, sec. 2 shall apply to any temporary (i.e. subscription based) term licenses to use Software while sec. 3 shall apply to any perpetual Software licenses. 1.3. Formation and content of the contract. A paid contract pursuant to this EULA shall be formed, if (i) the Customer consummates the web-based order process on the Ammyy website (www.ammyy.com) and, at the end, clicks on the “Buy” / Choose computers number and license type/“Buy” / or similarly named button, or if (ii) the Customer and Ammyy sign a written order form. Details regarding the contract (e.g. selected Software, scope of functions, term, Services, etc.), are set forth in the options selected by the Customer and in the specifications provided by Ammyy during the ordering process, or respectively on the order form (hereinafter all consistently referred to as “Order”, and hereinafter this EULA and the Order together shall be referred to as the “Contract”). A free-of-charge Contract in accordance with the provisions of this EULA between Ammyy and the user shall be formed through the installation of a free-of-charge-version of the Software (“Freemium Software”). 1.4. Freemium Software. This EULA shall also apply for the use Freemium Software accordingly. 1.5. No deviating provisions. This Contract, including all Orders hereto, contains the entire agreement between the parties with respect to the subject matter hereof, and supersedes all proposals, understandings, representations, warranties, covenants, and any other communications (whether written or oral) between the parties relating thereto and is binding upon the parties and their permitted successors and assigns. Any inconsistent or conflicting terms and conditions contained in any purchase order or similar instrument of Customer shall be of no force or effect, even if the purchase order or similar instrument is accepted by Ammyy. 1.6. Test period. If the Software provides for a test period, the Customer may terminate this Contract (and its Order) for the Software within 30 calendar days of the conclusion of the Contract. 2. Product specification and activation of the Software 2.1. Product specification. The functions of the Software and a description of any Services are set forth and described in the product description available in the Ammyy web shop and on the applicable “Ammyy Admin licensing policy” section: (“Product Specification”). Only this Product Specification shall be relevant to the contractually agreed quality and features of the Software; any other oral or written statements of Ammyy shall not be relevant. Some features and functions of the Software or Services provided by Ammyy may include or depend on certain third party products and services all of which may be subject to changes by such third parties. Accordingly, such features and functions may be modified or limited. 2.2. No guarantees. In case of doubt, guarantees regarding the quality or features made by Ammyy shall only be interpreted as such if they have been made in writing (including a signature) and are labelled “guarantee”. 2.3. Provision and activation. Ammyy shall provide the Software to the Customer for electronic download. 2.4. Activation. After completing the Order the Customer shall receive (i) a license key (ii) and activation link for the activation of the license. Once the license has been activated, the rights of use and functionalities in accordance with the Contract shall be available to the Customer. 2.5 You allowing the software (Ammyy Admin) to use the resources of your computer (processor, memory, video card, local storage, etc.) and network traffic. You agree, that software with a free license can display ads and use more of mentioned above hardware resources than software with a paid license. 3. Software rights of use 3.1. Non-exclusive right of use. Ammyy herewith grants the Customer the non-exclusive, worldwide (subject to applicable export regulations; unless the Customer is expressly granted a limited right to use the license only in a specific territory during the order process), non-transferrable and not sub-licensable right to install, run and use the Software on Customers computers within the limits of the scope of use specified in the Order and this EULA. Notwithstanding the aforesaid, Customer shall be entitled to sublicense the Software in accordance with scope of Software functions (channel grouping). 3.2. Term of use. In case of a term or subscription based license (“Subscription”), the rights of use granted under this Contract shall be limited in time to the term specified in the applicable Order (cf. section 11). 3.3. Scope of use for Freemium-Software. The use of the Freemium-Software is solely permitted for the user’s own, private, non-commercial purposes (e.g. free computer support for a spouse/partner). The use of the Freemium-Software for the exercise of the user’s own trade or profession or the use for purposes for which the user directly or indirectly receives compensation (team work with colleagues, free support provided to third parties which have bought software of the user) does not qualify as private use. 3.4. Unauthorized use. Any use of the Software exceeding the contractually agreed scope of usage is expressly prohibited. 3.5. Source code. The rights of use granted shall not include any rights to the source code of the Software. 3.6. Modification and decompilation. The rights granted pursuant to this Contract shall not include any rights to the modification or decompilation of the Software. 3.7. Markings. Markings of the Software, in particular, copyright notices, brands, serial number or similar must not be removed, modified or rendered illegible. 3.8. Provision to third parties. The Customer shall not be entitled to give or provide the Software to third parties beyond the intended use; in particular, the Customer shall not be entitled to sell the Software. This does not affect 3.1 sentence 2. 3.9. Reservation of rights. As between the parties, Ammyy retains all right, title and interest in and to the Software (and any updates thereto provided by Ammyy) and in all copies, modifications and derivative works of the Software including, without limitation, all rights to patent, copyright, trade secret, trademark and other proprietary or intellectual property rights. 3.10. Right to audit and self-declaration. Ammyy may, at its sole discretion, conduct technical measures regarding the functionality of the Software in such a way that it may detect whether the contractually agreed scope of usage is being exceeded by the Customer. Also, Ammyy may require the Customer, at any time, to provide a self-declaration regarding its actual scope of use. 4. Server Services provided by Ammyy 4.1. Server Services. For the establishment of encrypted remote communication connections between different users of the Software, the Software must respectively first of all communicate with servers of Ammyy (so-called “handshake”). In addition, it may be necessary for the transmission of data in the context of a session (e.g. online meeting or remote maintenance) that encrypted data packets be forwarded by servers of Ammyy (so-called “routing”). Such handshake and routing are made available in connection with Ammyy’s Server Services. (i) Subject matter. Ammyy is willing to provide Customer with the respective Server Services. The Server Services may be unavailable from time to time due to technical difficulties or due to causes beyond the reasonable control of Ammyy. The Internet connection between the Customer and the data center as well as the required hardware and software (e.g. PC, operating system) shall not be included in the services provided by Ammyy and shall be Customer’s responsibility. The respective costs shall be borne by Customer. In case of Freemium-Software, the user has no claim to demand the provision of the Server Services and Ammyy may in its sole discretion discontinue or modify the Server Services at any time. (ii) Term. In case of a subscription term license, the Server Services may be provided during the limited term of the Customer’s subscription to the Software. 4.2. Installation, configuration. The Customer shall be solely responsible for the installation and configuration of the Software. Ammyy is not responsible for any installation or configuration. 4.3. Support. Ammyy’s only obligation for Support Services shall be to provide those specific Support Services set forth and described on the Order (if any), subject to Customer’s payment in full for such Support Services. This shall not affect any statutory warranty claims of the Customer. 4.4. Documentation. Ammyy shall provide a PDF manual retrievable online in Russian and English. Any further languages may be offered by Ammyy on a voluntary basis, at Ammyy’s sole discretion. The documentation is available here: http://www.ammyy.com/en/admin_manual.html . As between the parties, Ammyy retains all right, title and interest in and to such documentation and in all copies, modifications and derivative works thereof including, without limitation, all rights to patent, copyright, trade secret, trademark and other proprietary or intellectual property rights. 4.5. Minor updates. Ammyy may, at its sole discretion, elect to provide Customer with free minor updates of the Software for download. Minor updates may be marked by Ammyy - in its sole discretion - by a change in the number behind the main version number (e.g. version XX.1, XX.2). Minor updates may include the correction of errors as well as minor improvements of functions (e.g. optimizations in the program execution speed). Ammyy shall have no obligation to provide minor updates to Customer; provided, however, that if Ammyy does elect to provide minor updates to Customer then the Customer shall be obligated to integrate the current update of the Software at its own cost into the then current version of the Software in use by Customer. This shall not affect any warranty claims of the Customer. All rights of use set forth herein that are applicable to the Software shall also apply to all minor updates. 4.6. Major updates. Major updates of the Software are new versions of the Software, usually comprising more extensive modifications of the functions. Major updates may be marked by Ammyy in its sole discretion - by a change of the main version number (e.g. version XX, YY). Ammyy shall not be obligated to provide any major updates to Customer. In the event that Ammyy elects to provide any major updates to Customer, Ammyy may require the Customer to pay an additional fee for use of such major updates to the extent Customer elects to license such major update. The Customer is not obligated use any major update. 4.7. Programming interfaces. Ammyyr’s discretion, the Software or Server Services may provide programming interfaces or other software interfaces (“API”) which may include applications of third parties or of the Customer (“Third-party Software”) that can communicate with the Software or respectively the servers of Ammyy. Ammyy may change or switch off APIs at any time without any obligation or liability to Customer. The respective provider shall be responsible for the Third-party Software. The provisions of this Contract shall not apply to any such Third-party Software and Ammyy shall have no liability for any Third-party Software. 4.8. Changes to the services. Ammyy may change the Software in the context of updates as well as the Server Services (including the system requirements) for good cause. Such a good cause shall exist especially if the change is required due to (i) a necessary adaptation required by applicable law, (ii) changed technical framework conditions (new encryption standards), or (iii) the protection of the system security. 5. Obligations and duties of the Customer 5.1. Lawful usage. The Customer shall use the Software only in accordance with the provisions of this Contract and in accordance with applicable laws and regulations in connection with such use. When using the Software and Server Services, the Customer shall, in particular, comply with all applicable data protection and export control provisions. 5.2. Export controls and economic sanctions. Customer acknowledges that the software and related technical data and services (collectively Controlled Technology) are subject to the import and export control and economic sanctions laws of any country where Controlled Technology is imported or re-exported. Customer agrees to comply with all relevant laws and will not export, re-export, or transfer any Controlled Technology in contravention of any restricted country, entity, or person for which an export license or other governmental approval is required. Customer further agrees that it will not export, transfer, or sell any Controlled Technology for use in connection with chemical, biological, or nuclear weapons, or missiles, drones or space launch vehicles capable of delivering such weapons. Customer represents that it is not (i) a Restricted Party; (ii) currently engaging in any transaction, activity or conduct that could result in a violation of applicable Sanctions and warrants that it will not make available the Controlled Technology directly or indirectly, to, or for the benefit of, any Restricted Party. 5.3. System requirements. The requirements for the Customer's software and hardware are specified in the manuals and the Product Specification (cf. sec. 2.1 and 4.4). The Customer shall familiarize itself with the system requirements prior to using the Software and use the Software in accordance with these requirements. 6. Confidentiality and data protection 6.1. Confidentiality. The products offered by Ammyy, including the Software and all manuals and documentation provided by Ammyy, contain essential components (e.g. algorithm and logic), constituting confidential information and trade secrets and shall be deemed Ammyy’s Confidential Information. Customer will not disclose Ammyy’s Confidential Information to any third party and will use Ammyy’s Confidential Information only in accordance to this Contract. 6.2. Data protection. Ammyy strictly complies with applicable data protection law. Ammyy collects, processes and uses data of Customer for the implementation and processing of the contractual relation with Customer, in particular for successfully establishing connections via the Internet. Data of Customer is not shared with third party advertisers without prior written consent. Non-personal or anonymous data may be collected automatically to improve functionality and the Customers’ experience with the Software and the Services. The Customer agrees that any non-personal or anonymous data collected may be sent to any of the worldwide offices or affiliates of Ammyy. Details about collection, processing, and use of personal data by Ammyy are described in the Data Protection Policy available for download under http://www.ammyy.com/en/priv_policy.html 7. Limitation of liability 7.1. Exclusion in certain cases. Ammyy shall be liable for damages in accordance with the statutory provisions, if such damages (i) have been caused by Ammyy intentionally or grossly negligently, or (ii) have been caused by Ammyy by slight negligence and are due to breaches of duty which jeopardize the fulfillment of the purpose of this Contract, or due to a breach of duties the fulfillment of which would make the proper performance of this Contract possible in the first place and in the fulfillment of which the Customer may trust (breach of material obligations). Any further liability of Ammyy shall be excluded irrespective of the legal basis, unless Ammyy is mandatorily liable in accordance with the law, in particular due to injury to life, body or health of an individual, due to the provision of an express warranty, fraudulent concealment of a defect or due to the provisions of the Russian Product Liability Act. 7.2. Limitation of the amount. In the case of sec. 7.1 sentence 1 (ii) (slightly negligent breach of material obligations), Ammyy shall only be subject to limited liability for damages that can be typically expected in the case of a contract of this type. 7.3. Limitation of liability in case of Freemium-Software. In deviation from sec. 7.1 and 7.2, Ammyy's liability for damages caused during a provision and use of Freemium-Software the provisions on lending, shall take precedence, i.e., in particular, the provisions that Ammyy’s liability for defects shall be limited to intent and gross negligence and that the shortened limitation period of 30 days. 8. Final provisions 8.1. Changes to the General Terms and Conditions. Ammyy shall be entitled to amend this EULA upon no less than six (6) weeks prior notice to Customer. Unless customer notifies Ammyy in writing of its objection to such amendment within fifteen (15) days of its receipt of notice of such amendment from Ammyy then the amendment shall be deemed accepted by Customer. If, on the other hand, Customer notifies Ammyy in writing of its objection to such amendment within fifteen (15) days of its receipt of notice of such amendment from Ammyy then the Contract shall be continued under the existing terms without giving effect to such amendment. 8.2. Communication via email. Unless otherwise specified in this Contract, any notifications and declarations in connection with this Contract may also be made by email. To this end, Ammyy may use the email address the Customer provided upon registration or in the Ammyy account. The Customer shall check his emails regularly and, if necessary, update the email address. Ammyy’s contact information is available under http://www.ammyy.com/en/contacts.html 8.3. Applicable law. This Contract and any disputes in connection with it shall be exclusively governed by the law of the Russian Federation, excluding the United Nations Convention on Contracts for the International Sale of Goods. 8.4. Place of jurisdiction. The exclusive place of jurisdiction shall be Moscow, Russian Federation. Ammyy shall still be entitled to file a suit at the Customer's domicile. 8.5. Severability. If any provision of this Contract is found partly or wholly illegal or unenforceable, such provision shall be enforced to the maximum extent permissible, and remaining provisions of this Contract shall remain in full force and effect. 8.6. Exclusive application. This EULA shall apply exclusively. Differing or contrary terms shall not apply except if expressly agreed upon in writing. Section 2 Supplementary provisions regarding subscription 9. User fee, price changes and late payment in case of subscription 9.1. User fee. During the term of the Contract, the Customer shall pay Ammyy the recurring user fee specified in the Order for the rights of use to the Software and the provision of the Services. 9.2. Due date. Unless otherwise specified in the Order, the price shall be due upon invoicing. 9.3. Changes of the scope of use. Customer shall have the right at any time to increase the ordered scope of use or to switch to a higher service package by entering into additional Order. Any reduction in use or a switch to a lower package, however, shall only be available at the expiration of the then applicable term (cf. sec. 11.1). In the case of an increase of the scope of use during the Initial Term or a Renewal Term, the additional fees shall be invoiced on a pro rata basis based on Ammyy's then current applicable price lists. Different license types have to be paid separately. Customer may extent the current license by the umber of computers; license extension is invoiced independently without any discounts. 9.4. Invoicing. Unless otherwise specified in the Order, Ammyy shall invoice the user fee at the beginning of the Contract and subsequently at the beginning of each Renewal Term if it exists. The invoicing shall be made (i) online via an email to the email address provided by the Customer or (ii) - if such an account has been created - through an upload into the Customer's Ammyy account and the notification of the Customer via email. The Customer shall only be entitled to the delivery of an invoice by mail, if the Customer requests the invoice from Ammyy and pays the respective fee specified in Ammyyr’s applicable price list. If Customer proceeds the Order and Payment from the section http://www.ammyy.com/en/buy.html all documentary and invoices are provided by PayPro Global Inc. 24/7 English phone support for online payment related issues and support: https://payproglobal.com/customer-support. Customey may find EULA of PayPro Global Inc. here: http://docs.payproglobal.com/documents/legal/termsAndConditions.pdf 9.5. Payment methods. The invoiced amounts may be paid by credit card. Further payment methods (e.g. SEPA direct debit or check and other online methods) can be selected during the ordering process. If the Customer selects PayPal debit authorization as payment method, if provided for, the Customer may cancel the debit method on its PayPal account profile. Such cancellation shall be made no later than one day prior to the next debit date. 9.6. Prices, fees, and tax. The Customer shall be required to pay all prices and charges specified in the Order according to the stipulated payment terms to Ammyy. Such prices do not include any sales, use, consumptions, value-added, or any other tax (including applicable withholding tax) and Customer is responsible for the payment of any and all such taxes. Bank and credit card charges shall be borne by the Customer. All prices and charges shall be payable immediately and in the currency specified on the Order, unless another payment period was agreed. 9.7. Price changes. Ammyy shall be entitled to reasonably increase the user fee effective as of the end of the Initial Term (usually 12 months) or any Renewal Term. Ammyy must announce the increase at least 28 calendar days beforehand. The Customer may object to the increase within 14 calendar days of the announcement, in which case the Contract shall be terminated at the end of the respective Initial Term or Renewal Term. If the Customer does not object, this shall be deemed as his consent to the increase. Ammyy shall inform the Customer in its notification about this effect of non-objection. 9.8. Late payment. The statutory provisions shall apply to the occurrence of default and default interest. In addition, the following provisions shall apply: (i) Reminder fee. In the case of a second payment reminder, Ammyy shall be entitled to charge a suitable reminder fee. (ii) Suspension in case of default. If the Customer defaults on the payment of the user fee, Ammyy shall be entitled to suspend the Server Services temporarily (“Suspension”). However, Ammyy shall warn the Customer of the Suspension reasonably in advance, e.g. via email or notifications in the Software. The Suspension shall not take place or respectively be stopped once the Customer has made his payment in full. During the Suspension period, no connections can be established from and to the installations of the Customer's Software. The Customer’s obligation to pay the user fee shall continue in effect during the Suspension period. (iii) Termination in case of default. Ammyy may terminate the Contract for cause if the Customer defaults on the payment of the user fee and fails to cure the breach within fifteen (15) days of receiving notice from Ammyy. Termination is in addition to (and not in lieu of) any other rights and remedies available to Ammyy hereunder or at law. 10. Warranty claims (warranty) in case of subscription 10.1. Freedom from defects, quality and features. Ammyy shall provide the Software free from any defects in quality and title and maintain it in a condition suitable for the contractual use during the term of the Contract. 10.2. Obligation to preserve. The obligation to preserve the Software does not include the adaptation of the Software to new operating systems or new operating system versions, the adaptation to the scope of functions of competing products or the establishment of compatibility with new data formats or major updates (main version) of Ammyy of other participants which are no longer supported by Ammyy. 10.3. Elimination of errors and defects. The Customer shall report any errors and defects in the Software or the Server Services preferably via the web portal provided by Ammyy under http://ticket.ammyy.com/open.php? and shall, as far as this is possible and can be reasonably expected, explain the circumstances of the occurrence of the errors/ defects more detail (e.g. screenshots, protocol data). Ammyy shall eliminate errors/defects within a reasonable period of time. Ammyy will be able to eliminate errors/defects in the form of updates and patches as long as the contractual scope of function is retained and the transfer does not lead to significant disadvantages. Installation expenses shall be borne by the Customer. In addition, Ammyy shall be entitled to show the Customer temporary ways for circumventing the errors/defects and eliminate the errors/defects at a later point in time through the adaptation of the Software or the Server Services, if the Customer can reasonably be expected to accept such a temporary solution. 10.4. Termination. A termination by the Customer BGB due to the non-permission of the use in conformity with the Contract shall only be admissible if Ammyy had been given sufficient opportunities to eliminate the error/shortcoming and has failed to do so or the subsequent performance was unsuccessful. 10.5. Initial impossibility. The strict liability for initial defects shall be excluded. This shall not affect any fault-based liability. 10.6. Limitation period. Warranty claims shall expire within twelve (12) months. This shall not apply to warranty claims for which Ammyy is inevitably liable in accordance with the law. 10.7. Statutory provisions. In addition, the statutory provisions regarding warranty claims shall apply subject to section 7. 11. Terms and termination in case of subscription 11.1. Term and ordinary termination. Unless otherwise specified in the Order, the following shall apply (i) in the case of the provision of the Software for a fee: If the Order, the Contract has an initial term of twelve (12) months (“Initial Term") it shall subsequently be renewed automatically for additional periods of twelve (12) month (each a “Renewal Term”), unless either party notifies the other party no less than twenty eight (28) days (“Notice Period”) prior to the end of the Initial Term or any Renewal Term that it has elected not to renew the Contract. If the Contract has an initial term of one month ("Initial Term") it shall subsequently be renewed automatically for additional periods of one month (each a “Renewal Term"), unless either party notifies the other party no less than fourteen (14) days ("Notice Period") prior to the end if the Initial Term or any Renewal Term that it has elected not to renew the Contract. (ii) in the case of a provision of the Software free of charge: The Contract shall enter into effect upon its conclusion, be concluded for a limited time and either Party may terminate it at any time without giving reasons. 11.2. Termination for Breach. This shall not affect the right to a termination for good cause. Section 9.8.(iii) shall apply to Ammyy’s termination right in case of late payment. 11.3. Termination notice. The termination must be made in writing (signed letter, telefax) or in text form (e.g. email). Ammyy may also terminate a Contract by means of a respective notification within the Software. 11.4. Consequences of the termination of the Contract. Upon the termination or expiration of the Contract, the Customer shall delete the Software from its computers and refrain from any further use of the Software. Upon the termination or expiration of the Contract, the Customer shall no longer have access to the data stored by Customer in the Software, the Ammyy account and the Ammyy Management Console. The Customer shall be solely responsible for exporting the data - as far as possible - prior to the termination or expiration of the term of the Contract by means of the Software functions and to store it for further use. Ammyy shall not be obligated to any further release of data. Upon the termination or expiration of the Contract, Ammyy shall delete the Customer data, unless Ammyy is obligated by law to store it. If a deletion is only possible with unreasonable efforts (e.g. in backups), Ammyy shall be entitled to lock the data. This shall not affect Ammyy’s right to use data in accordance with section 6.2. Section 3 Supplementary provisions regarding perpetual licenses 12. Price and late payment in case of a perpetual license 12.1. Price. The Customer shall pay Ammyy the price specified in the Order. 12.2. Due date. Unless otherwise specified, the price shall be due upon invoicing. 12.3. Invoicing. Unless otherwise specified, Ammyy shall invoice the fee immediately upon the parties entering into the Contract. The invoicing shall be made (i) online via an email to the email address provided by the Customer or (ii) - if such an account has been created - through an upload into the Customer's Ammyy account and the notification of the Customer via email. The Customer shall only be entitled to the delivery of an invoice by mail, if the Customer requests the invoice from Ammyy and pays the respective fee specified in Ammyy then current applicable price list. 12.4. Payment methods. The invoiced amounts may be paid by credit card. Further payment methods (e.g. SEPA direct debit or check) may be offered byAmmyy as well. If the Customer selects PayPal debit authorization as payment method, if provided for, the Customer may cancel the debit method on its PayPal account profile. Such cancellation shall be made no later than one day prior to the next debit date. 12.5. Prices, fees, and tax. The Customer shall be required to pay all prices and charges specified in the Order according to the stipulated payment terms to Ammyy. Such prices do not include any sales, use, consumptions, value-added, or any other tax (including applicable withholding tax) and Customer is responsible for the payment of any and all such taxes. Bank and credit card charges shall be borne by the Customer. All prices and charges shall be payable immediately and in the currency specified on the Order, unless another payment period was agreed. 12.6. Late payment. Sections 9.8.(i), 9.8.(ii) and 9.8.(iii) above shall also apply to any perpetual licenses to the Software. 13. Warranty claims (warranty) in case of perpetual licence 13.1. Freedom from defects and quality. Ammyy shall provide the Software free from any defects in quality and title. 13.2. Elimination of errors and defects. The Customer shall report any errors and defects in the Software or the Server Services preferably via the web portal provided by Ammyy under http://ticket.ammyy.com/open.php? and shall, as far as this is possible and can be reasonably expected, explain the circumstances of the occurrence of the errors/defects in more detail (e.g. screenshots, protocol data). Ammyy shall eliminate errors/defects within a reasonable period of time. Ammyy may eliminate errors/defects in the form of updates and patches as long as the contractual scope of function is retained and the transfer does not lead to significant disadvantages. Installation expenses shall be borne by the Customer. In addition, Ammyy shall be entitled to show the Customer temporary ways for circumventing the errors/defects and may eliminate the errors/defects at a later point in time through the adaptation of the Software or the Server Services, if the Customer can reasonably be expected to accept such a temporary solution. The Customer may assert rescission and reduction rights only if the subsequent performance was unsuccessful. 13.3. Obligation to preserve. The obligation to preserve the Software does not include the adaptation of the Software to new operating systems or new operating system versions, the adaptation to the scope of functions of competing products or the establishment of compatibility with new data formats or major updates (main version) of Ammyy of other participants which are no longer supported by Ammyy. Section 4.1. (ii) sentence 2 applies accordingly. 13.4. Limitation period. Warranty claims shall expire within twelve (12) months from provision of the Software for download. This shall not apply to warranty claims for which Ammyy is inevitably liable in accordance with the law. 13.5. Inspection and notification obligation. Commercial Procedure Code of the Russian Federation shall apply.13.6. Statutory provisions. In addition, the statutory provisions regarding warranty claims shall apply subject to section 7. B. Section 1 General provisions 1. General content of the contract 1.1. Parties and subject matter. The provisions of this End User License Agreement (EULA) shall govern the relationship between Ammyy Inc. (“Ammyy”) and its customers (“Customer”) with respect to the licensing by Ammyy of certain of its software and the provision by Ammyy of certain services. Accordingly, subject to the terms and conditions of this EULA, Ammyy may provide Customer with (i) certain software that enables the remote maintenance of computers and the performance of online meetings including diverse features. The Software is installed on computers of the Customer as well as Software that may be accessed and used via a browser and apps for mobile terminals (e.g. iOS, Android) (collectively, “Software”), (ii) servers for the establishment of encrypted connections (handshake) and for the forwarding of data packets (routing) in connection with the use of the Software (“Server Services”), and (iii) related support services (“Support Services”). The Server Services and the Support Services are collectively referred to herein as “Services”. 1.2. Regulation sections. Sec. 1 of this EULA contains the general provisions, sec. 2 shall apply to any temporary (i.e. subscription based) term licenses to use Software while sec. 3 shall apply to any perpetual Software licenses. 1.3. Formation and content of the contract. A paid contract pursuant to this EULA shall be formed, if (i) the Customer consummates the web-based order process on the Ammyy website (www.Ammyy.com) and, at the end, clicks on the “Purchase” / “Order” / “Subscribe” or similarly named button, or if (ii) the Customer and Ammyy sign a written order form, or if (iii) the Customer orders by phone and receives an order confirmation by e-mail. Details regarding the contract (e.g. selected Software, scope of functions, term, Services, etc.), will be set forth in the options selected by the Customer from the specifications provided by Ammyy during the ordering process, respectively on the order form (hereinafter all consistently referred to as “Order”, and hereinafter this EULA and the Order together shall be referred to as the “Contract”). A free-of-charge Contract in accordance with the provisions of this EULA between Ammyy and the user shall be formed through the installation of a free-of-charge-version of the Software (“Freemium Software”). 1.4. Freemium Software. This EULA shall also apply for the use of Freemium Software accordingly. 1.5. No deviating provisions. This Contract, including all Orders hereto, contains the entire agreement between the parties with respect to the subject matter hereof, and supersedes all proposals, understandings, representations, warranties, covenants, and any other communications (whether written or oral) between the parties relating thereto and is binding upon the parties and their permitted successors and assigns. Any inconsistent or conflicting terms and conditions contained in any purchase order or similar instrument of Customer shall be of no force or effect, even if the purchase order or similar instrument is accepted by Ammyy. 1.6. Test period. If the Order provides for a test period, the Customer may terminate this Contract and its Order for the Software within seven (7) calendar days of the conclusion of the Contract. In such case Customer shall be provided with a refund of any prepaid, unused fees (if any) paid to Ammyy for the applicable Software that is subject to the test period. 2. Product specification and activation of the Software 2.1. Product specification. The functions of the Software and a description of any Services are set forth and described in the product description available in the Ammyy web shop and on the applicable Order (“Product Specification”). Some features and functions of the Software and Services provided by Ammyy may include or depend on certain third party products and services all of which may be subject to change by such third parties. Accordingly, such features and functions may be modified or limited by Ammyy. 2.2. Provision and activation. Ammyy shall provide the Software to the Customer for electronic download. 2.3. Activation. After completing the Order the Customer shall receive (i) a license key, or (ii) an activation link for the activation of the license. Once the license key has been entered or activated, the rights of use and functionalities in accordance with the Contract shall be available to the Customer. 3. Software rights of use 3.1. Non-exclusive right of use. Ammyy herewith grants the Customer the non-exclusive, worldwide (subject to applicable export regulations; unless the Customer is expressly granted a limited right to use the license only in a specific territory during the order process), non-transferrable and not sub-licensable right to install, run and use the Software on Customer’s computers within the limits of the scope of use specified in the Order and this EULA. Notwithstanding the aforesaid, Customer shall be entitled to sublicense the Software in accordance with scope of Software functions (channel grouping). 3.2. Term of use. In case of a term or subscription based license (“Subscription”), the rights of use granted under this Contract shall be limited in time to the term specified in the applicable Order (cf. sec. 12). 3.3. Scope of use for fee-based licenses of the Software Fee-based licenses of the Software – Subscription as well as Lifetime – are available exclusively to businesses/entrepreneurs and not to consumers. The scope of the granted rights and the admissible scope of use (e.g. channels) shall be set forth in the Contract. If the Customer obtains the right to use the Software for commercial use, then the Customer shall be entitled to use the Software for the Customer's own trade or profession or the trade or profession of Customer’s Affiliates. For purposes of the foregoing, an “Affiliate” shall mean any other person which directly or indirectly, controls, is controlled by, or is under common control with Customer, including, without limitation, subsidiaries, parent and sister companies. 3.4. Scope of use for Freemium-Software. The use of the Freemium-Software is solely permitted for the user’s own, private, non-commercial purposes (e.g. free computer support for a spouse/partner). The use of the Freemium-Software for the exercise of the user’s own trade or profession or the use for purposes for which the user directly or indirectly receives compensation (team work with colleagues, free support provided to third parties which have bought software of the user) does not qualify as private use. 3.5. Unauthorized use. Any use of the Software exceeding the contractually agreed scope of usage expressly prohibited. 3.6. Source code. The rights of use granted shall not include any rights to the source code of the Software 3.7. Restrictions. Customer will not and will not allow a third party to: (i) decompile, reverse engineer, disassemble or otherwise attempt to derive, analyze or use any source code or underlying ideas or algorithms related to the Software by any means whatsoever, except and only to the minimal extent the provisions of this Section are expressly prohibited by applicable statutory law, (ii) except as expressly set forth herein - cf. 3.1 sentence 2 - provide, lease, lend, use for timesharing or service bureau purposes or otherwise use or allow others to use the Software to or for the benefit of third parties, (iii) modify the Software or create any derivative works of the Software or (iv) remove any product identification, copyright or other notices in the Software or on any Software. Customer agrees to hold in confidence, not disclose, and not use the Software except as expressly permitted herein. Customer recognizes and agrees that there is no adequate remedy at law for a breach of this Section 3.6 and that such breach would irreparably harm Ammyy for which monetary damages would not be an adequate remedy and that Ammyy is entitled, in addition to its other rights and remedies, to equitable relief. 3.8. Reservation of rights. As between the parties, Ammyy retains all right, title and interest in and to the Software (and any updates thereto provided by Ammyy) and in all copies, modifications and derivative works of the Software including, without limitation, all rights to patent, copyright, trade secret, trademark and other proprietary or intellectual property rights. 3.9. Right to audit and self-declaration. Ammyy may, at its sole discretion, conduct technical measures regarding the functionality of the Software and the Server Services in such a way that it may detect whether the contractually agreed scope of usage is being exceeded by the Customer. Also, Ammyy may require the Customer, at any time, to provide a self-declaration regarding its actual scope of use. 4. Server Services and other services provided by Ammyy 4.1. Server Services. For the establishment of encrypted remote communication connections between different users of the Software, the Software must respectively first of all communicate with servers of Ammyy (so-called “handshake”). In addition, it may be necessary for the transmission of data in the context of a session (e.g. online meeting or remote maintenance) that encrypted data packets be forwarded by servers of Ammyy (so-called “routing”). Such handshake and routing are made available in connection with Ammyy’s Server Services. (i) Subject matter. Ammyy is willing to provide Customer with the Server Services. The Server Services may be unavailable from time to time due to technical difficulties or due to causes beyond the reasonable control of Ammyy. The Internet connection between the Customer and the data center as well as the required hardware and software (e.g. PC, operating system) shall not be included in the services provided by Ammyy and shall be Customer’s responsibility. The respective costs shall be borne by the Customer. In case of Freemium-Software, the user has no claim to demand the provision of the Server Services and Ammyy may in its sole discretion discontinue or modify the Server Services at any time. (ii) Term. In case of a Subscription term license, the Server Services may be provided during the limited term of the Customer’s Subscription to the Software. 4.2. Installation, configuration. The Customer shall be solely responsible for the installation and configuration of the Software. Ammyy is not responsible for any installation or configuration. 4.3. Support. Ammyy’s only obligation for Support Services shall be to provide those specific Support Services set forth and described on the Order (if any), subject to Customer’s payment in full for such Support Services. 4.4. Documentation. Ammyy shall provide a PDF manual retrievable online in German and English. Any further languages may be offered by Ammyy on a voluntary basis, at Ammyy’s sole discretion. The documentation is available under http://www.ammyy.com/en/admin_manual.html. As between the parties, Ammyy retains all right, title and interest in and to such documentation and in all copies, modifications and derivative works thereof including, without limitation, all rights to patent, copyright, trade secret, trademark and other proprietary or intellectual property rights. 4.5. Minor updates. Ammyy may, at its sole discretion, elect to provide Customer with free minor updates of the Software for download. Minor updates may be marked by Ammyy - in its sole discretion - by a change in the number behind the main version number (e.g. version XX.1, XX.2). Minor updates may include the correction of errors as well as minor improvements of functions (e.g. optimizations in the program execution speed). Ammyy shall have no obligation to provide minor updates to Customer; provided, however, that if Ammyy does elect to provide minor updates to Customer then the Customer shall be obligated to integrate the current update of the Software at its own cost into the then current version of the Software in use by Customer. All rights of use set forth herein that are applicable to the Software shall also apply to all minor updates. 4.6. Major updates. Major updates of the Software are new versions of the Software, usually comprising more extensive modifications of the functions. Major updates may be marked by Ammyy - in its sole discretion - by a change of the main version number (e.g. version XX, YY). Ammyy shall not be obligated to provide any major updates to Customer. In the event that Ammyy elects to provide any major updates to Customer, Ammyy may require the Customer to pay an additional fee for use of such major updates to the extent Customer elects to license such major update. The Customer is not obligated use any major update. 4.7. Programming interfaces. At Ammyy’s discretion, the Software or Server Services may provide programming interfaces or other software interfaces (“API”) which may include applications of third parties or of the Customer (“Third-party Software”) that can communicate with the Software or respectively the servers of Ammyy. Ammyy may change or switch off APIs at any time without any obligation or liability to Customer. The respective provider shall be responsible for the Third-party Software. The provisions of this Contract shall not apply to any such Third-party Software and Ammyy shall have no liability for any Third-party Software. 4.8. Changes to the services. Ammyy may change the Software in the context of updates as well as the Server Services (including the system requirements) for good cause. Such a good cause shall exist especially if the change is required due to (i) a necessary adaptation required by applicable law, (ii) changes to applicable technical framework conditions (new encryption standards), or (iii) the protection of the system security. 5. Obligations and duties of the Customer 5.1. Lawful usage. The Customer shall use the Software and the Server Services only in accordance with the provisions of this Contract and in accordance with applicable laws and regulations and shall not infringe any third-party rights in connection with such use. When using the Software and Server Services, the Customer shall, in particular, comply with all applicable data protection and export control provisions. 5.2. Export controls and economic sanctions. Customer acknowledges that the software and related technical data and services (collectively Controlled Technology) are subject to the import and export control and economic sanctions laws of the European Union and the United States, specifically the U.S. Export Administration Regulations (EAR) and the laws of any country where Controlled Technology is imported or re-exported. Customer agrees to comply with all relevant laws and will not export, re-export, or transfer any Controlled Technology in contravention of EU or U.S. law nor to any restricted country, entity, or person for which an export license or other governmental approval is required. Customer further agrees that it will not export, transfer, or sell any Controlled Technology for use in connection with chemical, biological, or nuclear weapons, or missiles, drones or space launch vehicles capable of delivering such weapons. Customer represents that it is not (i) a Restricted Party; (ii) currently engaging in any transaction, activity or conduct that could result in a violation of applicable Sanctions and warrants that it will not make available the Controlled Technology directly or indirectly, to, or for the benefit of, any Restricted Party. Item 5.2 shall only apply to the Customer to the extent that the provisions herein would not result in (i) any violation of, conflict with or liability under EU Regulation (EC) 2271/1996 or a similar antiboycott statute. Restricted Party means any person (i) designated on any Sanctions List, (ii) that is, or is part of, a governmental authority of a Sanctioned Territory, (iii) owned or controlled by, or acting on behalf of, any of the foregoing, (iv) located, organized, or resident in, or operating from, a Sanctioned Territory, or (v) otherwise targeted under any Sanctions. Sanctioned Territory means any country or other territory subject to a general export, import, financial or investment embargo under Sanctions, which countries and territories, as of the date of this Agreement, are Cuba, Iran, North Korea, Sudan and Syria. Sanctions means economic or financial sanctions or trade embargoes or other comprehensive prohibitions against transaction activity pursuant to anti-terrorism laws or export control laws imposed, administered or enforced from time to time by the US, EU, UN, or any country where Controlled Technology is imported or re-exported. 5.3. U.S. GOVERNMENT RESTRICTED RIGHTS. The Software is deemed to be commercial computer software as defined in FAR 12.212 and subject to restricted rights as defined in FAR Section 52.227-19 "Commercial Computer Licensed Software - Restricted Rights" and DFARS 227.7202, “Rights in Commercial Computer Licensed Software or Commercial Computer Licensed Software Documentation”, as applicable, and any successor regulations. Any use, modification, reproduction release, performance, display or disclosure of the Software by the U.S. Government shall be solely in accordance with the terms of this Contract. 5.4. System requirements. The requirements for the Customer's software and hardware are specified in the manuals and the Product Specification (cf. sec. 2.1 and 4.4). The Customer shall familiarize itself with the system requirements prior to using the Software and use the Software in accordance with these requirements. 6. Confidentiality and data protection 6.1. Confidentiality. The products offered by Ammyy, including the Software and all manuals and documentation provided by Ammyy, contain essential components (e.g. algorithm and logic), constituting confidential information and trade secrets and shall be deemed Ammyy’s Confidential Information. Customer will not disclose Ammyy’s Confidential Information to any third party and will use Ammyy’s Confidential Information only in accordance with this Contract. 6.2. Data protection. Ammyy strictly complies with applicable data protection law. Ammyy collects, processes and uses data of Customer for the implementation and processing of the contractual relation with Customer, in particular for successfully establishing connections via the Internet. Data of Customer is not shared with third party advertisers without prior written consent. Non-personal or anonymous data may be collected automatically to improve functionality and the Customers’ experience with the Software and the Services. The Customer agrees that any non-personal or anonymous data collected may be sent to any of the worldwide offices or affiliates of Ammyy. Details about collection, processing, and use of personal data by Ammyy are described in the Data Protection Policy available for download under http://www.ammyy.com/en/priv_policy.html 7. Limitation of liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL AMMYY OR ITS LICENSORS, RESELLERS, SUPPLIERS OR AGENTS BE LIABLE TO CUSTOMER FOR (i) ANY COSTS OF PROCUREMENT OF SUBSTITUTE OR REPLACEMENT GOODS AND SERVICES, LOSS OF PROFITS, LOSS OF USE, LOSS OF OR CORRUPTION TO DATA, BUSINESS INTERRUPTION, LOSS OF PRODUCTION, LOSS OF REVENUES, LOSS OF CONTRACTS, LOSS OF GOODWILL, OR ANTICIPATED SAVINGS OR WASTED MANAGEMENT AND STAFF TIME; OR (ii) ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES WHETHER ARISING DIRECTLY OR INDIRECTLY OUT OF THIS CONTRACT, EVEN IF AMMYY OR ITS LICENSORS, RESELLERS, SUPPLIERS OR AGENTS HAS BEEN ADVISED SUCH DAMAGES MIGHT OCCUR. IN NO CASE SHALL AMMYY’S LIABILITY EXCEED THE FEES CUSTOMER PAID FOR THE SOFTWARE OR SERVICES GIVING RISE TO THE CLAIM DURING THE SIX MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. NOTHING IN THIS AGREEMENT SHALL OPERATE SO AS TO EXCLUDE OR LIMIT AMMYY’S LIABILITY TO CUSTOMER FOR DEATH OR PERSONAL INJURY ARISING OUT OF NEGLIGENCE OR FOR ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED BY LAW. THE DISCLAIMERS AND LIMITATIONS SET FORTH IN THIS EULA WILL APPLY REGARDLESS OF WHETHER OR NOT CUSTOMER ACCEPTS THE SOFTWARE, SERVICES OR ANY UPDATES. 8. Indemnification 8.1. Indemnification by Customer. Customer shall indemnify, defend and hold Ammyy, its affiliates, officers, directors, shareholders, employees, agents and assigns harmless from and against any and all liabilities, losses, costs, expenses, settlement amounts, and damages (including reasonable attorneys' fees) incurred by Ammyy arising out of any suit or proceeding by a third party arising from Customer’s use of the Software or Customer's breach of any representation, warranty, covenant or obligation of Customer under this Contract. 8.2. Process. Ammyy shall promptly notify the other party in writing of any action for which Ammyy believes it is entitled to be indemnified pursuant to Section 8.1, as applicable. If Ammyy is named a party in any judicial, administrative or other proceeding arising out of or in connection of any breach of any provision of this EULA, a negligent or wrongful act, and/or a violation of any applicable law, Ammyy will have the option at any time to either. (i) undertake its own defense, choosing the attorneys, consultants, and other appropriate professionals to represent its interests, in which case the Customer will be responsible for and pay the reasonable fees and expenses of such attorneys, consultants, and other professionals or (ii) to hand over its defense to the indemnifying party, in which case the indemnifying party will provide qualified attorneys, consultants, and other appropriate professionals to represent the party seeking interests at the Customer’s expense. Ammyy will have the sole right and discretion to settle, compromise or otherwise resolve any and all claims, causes of actions, liabilities or damages against it, notwithstanding that Ammyy may have tendered its defense to the Customer. Any such resolution will not relieve the party of its obligation to indemnify the other party under this Section 8. 9. Final provisions 9.1. Changes to the General Terms and Conditions. Ammyy shall be entitled to amend this Contract upon no less than six (6) weeks prior notice to Customer. Unless Customer notifies Ammyy in writing of its objection to such amendment within fifteen (15) days of its receipt of notice of such amendment from Ammyy then the amendment shall be deemed accepted by Customer. If, on the other hand, Customer notifies Ammyy in writing of its objection to such amendment within fifteen (15) days of its receipt of notice of such amendment from Ammyy then the Contract shall be continued under the existing terms without giving effect to such amendment. 9.2. Communication via email. Unless otherwise specified in this Contract, any notifications and declarations in connection with this Contract may also be made by email. To this end, Ammyy may use the email address the Customer provided upon registration or in the Ammyy account. The Customer shall be responsible for checking its emails regularly and, if necessary, updating its email address. Ammyy’s contact information is available under http://www.ammyy.com/en/contacts.html. 9.3. Governing Law; Severability; Waiver. This Contract will be governed by the laws of the State of New York, United States of America. Such governing laws are exclusive of any provisions of the United Nations Convention on Contracts for Sale of Goods, including any amendments thereto, and without regard to principles of conflicts of law. If any provision of this Contract is found partly or wholly illegal or unenforceable, such provision shall be enforced to the maximum extent permissible, and remaining provisions of this Contract shall remain in full force and effect. A waiver of any breach or default under this Contract shall not constitute a waiver of any other subsequent breach or default. 9.4. Place of jurisdiction. Ammyy and Customer unconditionally and irrevocably consent to the exclusive jurisdiction of the federal and/or state courts located in New York County, New York with respect to any action, suit or proceeding arising out of or relating to this Contract or the transactions contemplated hereby and the parties waive any objection with respect to such courts for the purpose of any such action, suit or proceeding. 9.5. Exclusive application. This EULA shall apply exclusively. Differing or contrary terms shall not apply except if expressly agreed upon in writing. Section 2 Supplementary provisions regarding subscriptions 10. User fee, price changes and late payment in case of subscription 10.1. User fee. During the term of the Contract, the Customer shall pay to Ammyy the recurring user fee specified in the Order for the rights of use to the Software and the provision of the Services. The Customer acknowledges and agrees that the payment shall be collected and processed by Ammyy LLC. 10.2. Due date. Unless otherwise specified in the Order, all fees shall be due in advance and be paid on a monthly basis. 10.3. Changes of the scope of use. Customer shall have the right at any time to increase the ordered scope of use or to switch to a higher service package by entering into an additional Order. Any reduction in use or a switch to a lower package, however, shall only be available at the expiration of the then applicable term (cf. sec. 12.1). In the case of an increase of the scope of use during the Initial Term or a Renewal Term, the additional fees shall be invoiced on a pro rata basis based on Ammyy's then current applicable price lists. 10.4. Invoicing. Unless otherwise specified in the Order, Ammyy shall invoice the user fee at the beginning of the Contract and subsequently at the beginning of each Renewal Term. The invoicing shall be made (i) online via an email to the email address provided by the Customer or (ii) - if such an account has been created - through an upload into the Customer's Ammyy account and the notification of the Customer via email. The Customer shall only be entitled to the delivery of an invoice by mail, if the Customer requests the invoice from Ammyy and pays the respective fee specified in Ammyy’s applicable price list. If Customer proceeds the Order and Payment from the section http://www.ammyy.com/en/buy.html all documentary and invoices are provided by PayPro Global Inc. 24/7 English phone support for online payment related issues and support: https://payproglobal.com/customer-support. Customey may find EULA of PayPro Global Inc. here: http://docs.payproglobal.com/documents/legal/termsAndConditions.pdf 10.5. Payment methods. The invoiced amounts may be paid by credit card. Further payment methods (e.g. SEPA direct debit or check or other online payment methods) can be selected during the ordering process. If the Customer selects PayPal debit authorization as payment method, if provided for, the Customer may cancel the debit method on its PayPal account profile. Such cancellation shall be made no later than one day prior to the next debit date. 10.6. Prices, fees, and tax. The Customer shall be required to pay all prices and charges specified in the Order according to the stipulated payment terms to Ammyy. Such prices do not include any sales, use, consumptions, value-added, or any other tax (including applicable withholding tax) and Customer is responsible for the payment of any and all such taxes. Bank and credit card charges shall be borne by the Customer. All prices and charges shall be payable immediately and in the currency specified on the Order. 10.7. Price changes. Ammyy shall be entitled to increase the user fee effective as of the end of the Initial Term (usually 12 months) or any Renewal Term by providing Customer with no less than sixty (60) days prior notice of such price increase. 10.8. Late payment. (i) Interest Charge. Ammyy may charge Customer a finance charge in an amount equal to the lesser of one and one-half percent (1.50%) per month or the maximum legal interest rate allowed by law on all undisputed balances for which payment has not been timely received. (ii) Suspension in case of default. If the Customer defaults on the payment of the user fee, Ammyy shall be entitled to suspend the Server Services temporarily (“Suspension”). However, Ammyy shall warn the Customer of the Suspension reasonably in advance, e.g. via email or notifications in the Software. During the Suspension period, no connections can be established from and to the installations of the Customer's Software. The Customer’s obligation to pay the user fee shall continue in effect during the Suspension period. (iii) Termination in case of default. Ammyy may terminate the Contract if the Customer defaults on the payment of the user fee and fails to cure the breach within fifteen (15) days of receiving notice from Ammyy. Termination is in addition to (and not in lieu of) any other rights and remedies available to Ammyy hereunder or at law or in equity. 11. Warranty claims (warranty) in case of subscription 11.1. Warranty. Ammyy warrants that during the term of any Subscription, the Software and Server Services will conform, in all material respects, with the applicable Product Specification. Ammyy does not warrant that it will be able to correct all reported defects or that use of the Software and Server Services will be uninterrupted or error free. Ammyy makes no warranty regarding features or services provided by third parties. For any breach of the above warranty, Ammyy will, at no additional cost to Customer, provide remedial services necessary to enable the Software and Server Services to conform to the warranty. Customer will provide Ammyy with a reasonable opportunity to remedy any breach and reasonable assistance in remedying any defects. Such re-performance shall be Customer’s exclusive remedy and Ammyy’s sole liability for any breach of said warranty. If, however, after repeated efforts, Ammyy is unable to remedy such defect in any Software or Server Services, then Customer’s sole remedy and Ammyy’s entire liability shall be to terminate the Contract in which case Ammyy will refund to Customer any prepaid, unused amounts (if any) previously paid by Customer to Ammyy for the Software and Server Services applicable to unexpired portion of the remainder of the term of the Subscription. The above warranty specifically excludes defects resulting from accident, abuse, unauthorized repair, modifications or enhancements, or misapplication. THE FOREGOING IS CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR AMMYY’S BREACH OF THIS WARRANTY. 11.2. Obligation to preserve. The obligation to preserve the Software does not include the adaptation of the Software to new operating systems or new operating system versions, the adaptation to the scope of functions of competing products or the establishment of compatibility with new data formats or major updates (main version) of Ammyy of other participants which are no longer supported by Ammyy. 11.3. No warranty for Freemium-Software. If Ammyy provides Freemium-Software the Freemium-Software and the related Server Services are provided “AS IS” without warranty of any kind. 11.4. Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WARRANTIES SET FORTH IN SECTION 10 ABOVE ARE CUSTOMER’S EXCLUSIVE WARRANTIES AND ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. AMMYY MAKES NO WARRANTIES OR REPRESENTATIONS THAT THE SOFTWARE OR ANY SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR THAT OPERATION OR USE OF THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. CUSTOMER MAY HAVE OTHER WARRANTY RIGHTS, WHICH MAY VARY FROM STATE TO STATE AND COUNTRY TO COUNTRY. 12. Terms and termination in case of subscription 12.1. Term and ordinary termination. Unless otherwise specified in the Order, the following shall apply (i) in the case of the provision of the Software for a fee: If the Contract has an initial term of twelve (12) months (“Initial Term") it shall subsequently be renewed automatically for additional periods of twelve (12) months (each a “Renewal Term”), unless either party notifies the other party no less than twenty eight (28) days (“Notice Period”) prior to the end of the Initial Term or any Renewal Term that it has elected not to renew the Contract. If the Contract has an initial term of (1) one month (“Initial Term”) it shall subsequently be renewed automatically for additional periods of one month (each a “Renewal Term”) unless either party notifies the other party no less than fourteen (14) days (“Notice Period”) prior to the end of the Initial Term or any Renewal Term that it has elected not to renew the Contract. (ii) in the case of a provision of the Software free of charge: The Contract shall enter into effect upon conclusion, be concluded for a limited time and either Party may terminate the Contract at any time and for any reason upon notice to the other Party. 12.2. Termination for Breach. Either Party may terminate this Contract in the event of a material breach of this Contract by the other party that is not cured within thirty (30) days of written notice thereof from the other party (provided that Customer shall only have fifteen (15) days to cure any payment breach). 12.3. Termination notice. The termination must be made in writing (signed letter, telefax) or in text form (e.g. email). The Customer shall address its termination notice to Ammyy or respectively to sales. Ammyy may also terminate a Contract by means of a respective notification within the Software. 12.4. Consequences of the termination of the Contract. Upon the termination or expiration of the Contract, the Customer shall delete the Software from its computers and refrain from any further use of the Software. Upon the termination or expiration of the Contract, the Customer shall no longer have access to the data stored by Customer in the Software, the Ammyy account and the Ammyy Management Console. The Customer shall be solely responsible for exporting the data - as far as possible - prior to the termination or expiration of the term of the Contract by means of the Software functions and to store it for further use. Ammyy shall not be obligated to any further release of data. Upon the termination or expiration of the Contract, Ammyy shall delete the Customer data, unless Ammyy is obligated by law to store it. If a deletion is only possible with unreasonable efforts (e.g. in backups), Ammyy shall be entitled to lock the data. This shall not affect Ammyy’s right to use data in accordance with section 6.2. Section 3 Supplementary provisions regarding perpetual licenses 13. Price and late payment in case of a perpetual license 13.1. Price. The Customer shall pay Ammyy the price specified in the Order. 13.2. Due date. Unless otherwise specified in the Order, the price shall be due upon invoicing. 13.3. Invoicing. Unless otherwise specified, Ammyy shall invoice the fee immediately upon the parties entering into the Contract. The invoicing shall be made (i) online via an email to the email address provided by the Customer or (ii) - if such an account has been created - through an upload into the Customer's Ammyy account and the notification of the Customer via email. The Customer shall only be entitled to the delivery of an invoice by mail, if the Customer requests the invoice from Ammyy and pays the respective fee specified in Ammyy’s then current applicable price list. 13.4. Payment methods. The invoiced amounts may be paid by credit card. Further payment methods (e.g. SEPA direct debit or check) may be offered by Ammyy as well. If the Customer selects PayPal debit authorization as payment method, if provided for, the Customer may cancel the debit method on its PayPal account profile. Such cancellation shall be made no later than one day prior to the next debit date. 13.5. Prices, fees, and tax. The Customer shall be required to pay all prices and charges specified in the Order according to the stipulated payment terms to Ammyy. Such prices do not include any sales, use, consumptions, value-added, or any other tax (including applicable withholding tax); and Customer is responsible for the payment of any and all taxes. Bank and credit card charges shall be borne by the Customer. All prices and charges shall be payable immediately and in the currency specified in the Order, unless another payment period was agreed. 13.6. Late payment. Sections 10.8.(i), 10.8.(ii) and 10.8.(iii) above shall also apply to any perpetual licenses to the Software. 14. Warranty claims (warranty) in case of a perpetual license 14.1. Warranty. Ammyy warrants that the Software, as delivered by Ammyy and when used in accordance with the Documentation, will substantially conform to the applicable Product Specification for a period of ninety (90) days from delivery. If the Software does not comply with this warranty and such non-compliance is reported by Customer to Ammyy within the ninety (90) day warranty period, Ammyy will do one of the following, selected at Ammyy’s reasonable discretion: either (i) repair the Software, (ii) replace the Software with software of substantially the same functionality, or (iii) terminate the Contract and refund the relevant fees paid for such non-compliant Software. The above warranty specifically excludes defects resulting from accident, abuse, unauthorized repair, modifications or enhancements, or misapplication. THE FOREGOING IS CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR AMMYY’S BREACH OF THIS WARRANTY. 14.2. Obligation to preserve. The obligation to preserve the Software does not include the adaptation of the Software to new operating systems or new operating system versions, the adaptation to the scope of functions of competing products or the establishment of compatibility with new data formats or major updates (main version) of Ammyy of other participants which are no longer supported by Ammyy. 14.3. Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WARRANTIES SET FORTH IN SECTION 14 ABOVE ARE CUSTOMER’S EXCLUSIVE WARRANTIES AND ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. AMMYY MAKES NO WARRANTIES OR REPRESENTATIONS THAT THE SOFTWARE OR ANY SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR THAT OPERATION OR USE OF THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. CUSTOMER MAY HAVE OTHER WARRANTY RIGHTS, WHICH MAY VARY FROM STATE TO STATE AND COUNTRY TO COUNTRY. C. 1. GENERAL In order to fulfill the requirements of the applicable data protection laws, concerning the functionalities of the Software as well as the Server Services the parties, until fur-ther notice, agree on the following regulations concerning commissioned (data) pro-cessing which supplement the EULA. The details of the data processing are de-scribed in Annex 1. 2. RIGHTS AND OBLIGATIONS OF AMMYY 2.1 Compliance with Applicable Laws. The obligations of Ammyy shall arise from this Agreement and the appli-cable laws. The applicable laws shall particularly include the Russian Federal Data Protection Act and the General Data Protection Regulation. 2.2 Processing on Instructions Only. Ammyy shall only process personal data within the scope of this Section C and on documented instructions from the Customer mutually agreed by the parties in the EULA and the Perfor-mance Specification. Customer may issue additional instructions to the extent required in order to comply with the applicable data protection laws, including with regard to transfers of personal data to a third country or an international organisation, unless required to do so by Union or Member State law to which Ammyy is subject; in such a case, Ammyy shall inform the Custom-er of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest. Ammyy shall ensure that this also applies for any persons granted access to personal data. 2.3 Obligation of Confidentiality. Ammyy shall ensure and provide verifi-cation upon request that those persons authorized to process personal data have committed themselves to confidentiality, unless they are subject to a statutory obligation of confidentiality. 2.4 Security Measures Pursuant to Art. 32 GDPR 2.4.1 Principle. Ammyy declares that it will implement the necessary measures for the security of processing according to Art. 32 of the GDPR (collectively, the “Security Measures”). 2.4.2 Scope. For the concrete commissioned processing, a level of security ap-propriate to the risk for the rights and freedoms of the natural per-sons who are the subject of the processing shall be guaranteed. In this regard, availability and resilience of the processing systems and services in terms of the nature, scope, context and purposes of the processing shall be taken into account in such a way that any risks shall be mitigated permanently through appropriate security measures. 2.4.3 Data Protection Concept. The data protection concept describes in detail the selection of se-curity measures. Please contact us to receive a copy of our securi-ty measures. 2.4.4 Procedure for Reviewing. The data protection concept describes the procedures for regularly reviewing, assessing and evaluating the effectiveness of the secu-rity measures. Please contact us to receive a copy of our security measures. 2.4.5 Changes. The Security Measures are subject to technical progress and fur-ther developments. Ammyy shall be permitted in principle to implement alternative adequate measures. The level of security may thereby not fall below the level existing prior to this Agreement on the basis of the Security Measures already implemented or to be implemented. 2.5 Engagement of Additional Processors The obligations of Ammyy when engaging additional processors (“Sub-contractors”) are regulated in clause 3. 2.6 Assistance with Safeguarding the Rights of Data Subjects. Ammyy shall assist the Customer by appropriate technical and organizational measures, insofar as this is possible, in fulfilling its obligations to respond to rights to rectification, deletion or blocking according to the BDSG or requests for exercising the data subject’s rights laid down in Chapter III of the GDPR. If a data subject should directly contact Ammyy for the purposes of exer-cising the data subject’s rights, Ammyy shall forward this request to the Customer without delay. All costs incurred insofar shall be born by the Cus-tomer and shall be refunded at an hourly rate of 70 Euro to the extent permis-sible under applicable data protection law. 2.7 Assistance with Ensuring Compliance with Art. 32 – 36 GDPR. Taking into account the nature of processing and the information available to Ammyy, Ammyy shall assist the Customer in ensuring compliance with the obligations pursuant to Art. 32 – 36 GDPR, in particular with respect to the security of the processing, data protection impact assessments and consultation of supervisory authorities. All costs incurred insofar shall be born by the Customer and shall be refunded at an hourly rate of 70 Euro to the ex-tent permissible under applicable data protection law. Ammyy shall pro-vide the Customer with the information required for the preparation of the list of processing operations. 2.8 Deletion and Return at the End of Processing. At the choice of the Customer, Ammyy shall delete or return the personal data that is the object of the commissioned data processing, unless the law of the European Union or a Member State to which Ammyy is subject re-quires storage of the personal data. 2.9 Information to Demonstrate Compliance with Data Protection Obliga-tions and Inspections. Ammyy shall make available to the Customer all information necessary to demonstrate compliance with the obligations resulting from clauses 2 and 3. In the event of any failure to provide such information or audit reports, Ammyy will regularly, at least every 18 months, make available certifi-cates of regular audits by a recognized auditor. Ammyy allows for and contributes to additional audits, including inspections, conducted by the Cus-tomer or another auditor mandated by the Customer; the costs for such addi-tional audits shall be born by the Customer except in case Ammyy’s cer-tificate gives substantial rise to concerns of non-compliance. 2.10 Obligation to Notify Doubts About Instructions. Ammyy shall immediately inform the Customer if, in its opinion, the exe-cution of an instruction could infringe any applicable data protection laws. 2.11 Obligation to Notify Breaches. If Ammyy detects any breaches of applicable data protection laws, this Agreement, instructions of the Customer relating to the data processing, or in-structions of the data protection officer, Ammyy shall notify the Customer without undue delay. 2.12 Designation of a Data Protection Officer. Ammyy has designated a data protection officer. 2.13 Disclosure or Publication of Appropriate or Suitable Safeguards for Transfers to a Third Country. Ammyy agrees to disclose or publish information on the appropriate or suitable safeguards that have been used to make a transfer to a third country to the extent that this is required under Art. 13(1) f) or 14(1) f) of the GDPR in order to inform the data subject. 3. SUBCONTRACTORS 3.1 Subcontractors Engaged Upon Conclusion of the Agreement. Ammyy has engaged a number of Subcontractors, and a list is available upon request.The Customer shall treat the list of Subcontractors as a confidential business secret and shall not disclose it to third parties. 3.2 Additional Subcontractors. If Ammyy would like to engage additional or different Subcontractors to render the contractually agreed services, such Subcontractors shall be select-ed using the due care required by law. Ammyy shall give the data ex-porter prior notice of the appointment of any new Subcontractors 15 days in advance. The Customer may object against the instruction of the new Sub-contractors on reasonable grounds. In case an understanding cannot be reached, Ammyy is entitled to terminate the EULA with 2 weeks notice. 3.3 Obligations of Subcontractors. 3.3.1 Structuring Contracts According to the Requirements of the Agreement. Ammyy shall structure the contracts with Subcontractors in such a way that they comply with the requirements of the applica-ble data protection laws and this Agreement. 3.3.2 Engagement of Additional or Different Subcontractors. Ammyy shall obligate any Subcontractors to commit in partic-ular to refraining from engaging any additional or other Subcon-tractors to process personal data without complying with sec.3.2. 3.3.3 Checking Safeguards of Subcontractors. Ammyy will examine whether sufficient safeguards will be provided to implement appropriate technical and organizational measures in such a way that the applicable data protection laws and this Agreement are complied with. 4. Free Services and Trials. Your right to access and use any free Services is not guaranteed f or any period of time and we reserve the right, in our sole discretion, to limit or terminate your use of any free or basic versions of any Services by any individual or entity. If you are using the Services on a trial or promotional basis (“Trial Period”), your Trial Period and access to the Services will terminate (i) at the end of the Trial Period stated in your Order, or (ii) if no date is specified, 30 days after your initial access to the Services, (iii) or upon your conversion to a subscription. Following expiration of the Trial Period, the Services may automatically continue unless you provide notice of cancellation to us, and you are responsible for payment of the applicable Fees set forth in the Order. During the Trial Period, to the extent permitted by law, we provide the Services “AS IS” and without warranty or indemnity, and all other terms otherwise apply. We may modify or discontinue any trials or promotions at any time without notice. Annex 1: Details of the Data Processing According to Section C. 1. Object. The object of the data processing arises from the EULA. 2. Duration. The duration of the data processing shall depend on the term of the EULA. 3. Nature and Purpose of the Processing. Ammyy shall process all personal data solely for the purposes of enabling the use of the products and services provided under the EULA and according to documented instructions on behalf of the Customer. 4. Type of Personal Data. The following types of personal data shall be processed: 4.1 Customer Information. 4.1.1 Name of customer. 4.1.2 Contact information such as company name, job title, email, tele-phone and postal address. 4.1.3 Payment token - Ammyy uses an external payment service provider and payments made in relation to an Account are identi-fied through a token. Ammyy therefore does not collect or process personal data associated with bank or payment card de-tails. 4.2 Location is an approximate city derived from IP address, based on connection to Internet Service Provider. 5. Categories of Data Subjects. The following categories of data subjects are affected by the processing: 5.1 Customers – a person identified as owning a product licence(s) or a person identified as primary contact within a commercial organisation owning a product licence(s) 5.2 Users – a person who uses a Ammyy product Annex 2: Details of the Ammyy Admin licensing policy (New pricing. From 1st November 2011) 1. License Types. Ammyy Inc. offers its clients 3 types of paid licenses: Starter, Premium and Corporate. 1.1. Starter license gives you opportunity to use Ammyy Admin without time limits via direct IP or HostName connection. Connections via Internet for PCs behind NATs which requre Ammyy dedicated routers are limited by 15 hours per month per computer the same as for Free license (conditions of restriction can be changed without notifications to users). 1.2. Premium license provides unlimited access to remote PCs both via direct IP, HostName or Internet connection for PCs behind NAT. Unlike Corporate license number of concurrent sessions is limited by 2 for sharing your computer, and by 4 for remote PC view/operation. 1.3. Corporate license provides connection unlimited by time and by number of concurrent sessions. 1.4. All types of licenses are lifetime. To have unlimited connection by ID license should be bought and activated ON EACH (local, remote) PC involved in remote control session, except cases described here 2. Free version 2.1. Free version is used only for non-commercial use or trial. 2.2. Number of simultaneous outgoing/incoming connections - 2/1. 2.3. Possible access limits, if software is used beyond 15 hours per month per computer. Conditions of restriction can be changed without notifications to users. 3. License comparative table is available under http://www.ammyy.com/en/buy.html CUSTOMER HEREBY ACKNOWLEDGES THAT CUSTOMER HAS READ THIS AGREEMENT, UNDERSTANDS IT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS |
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