Contributor License Agreement

Moscow, Russian Federation

1. “VK” means VK LLC, a legal entity registered under the laws of the Russian Federation, OGRN 1027739850962, located at: 39 Leningradsky Avenue, bldg. 79, Moscow, 125167.

2. “GitHub” is an Internet service, available at https://github.com/, used for hosting and joint development of IT projects.

3. “Contributions” mean the independent results of intellectual activity (including, but not limited to, source code, libraries, design objects, computer programs, databases or components thereof, texts, documentation, user instructions) provided by the Contributor to VK hereunder.

4. “Contributor” means, where the Contributor is an individual acting on his/her own behalf, an individual who has the necessary legal capacity to enter into and perform this Agreement; and where the Contribution is provided by an individual on behalf of a legal entity or an individual entrepreneur (including on behalf of the employer) the respective legal entity or individual entrepreneur.

5. “Derivative Work” means any modification, improvement of, work that is based on (or derived from) the Contribution (including translation) made by VK or a third party for VK.

6. “Affiliates” mean legal entities who can directly or indirectly control the operations of VK or other members of the VK group, or legal entities whose operations VK can control directly or indirectly.

7. “Agreement” means this license agreement entered into as set out in Section 2 hereof.

8. “Party” means either party to this Agreement.

2.1. By providing Contributions to VK in any form, the Contributor fully and unconditionally consents to all provisions of this Agreement.

2.2. The Agreement is deemed to become effective upon the VK’s receipt of the Contribution from the Contributor in any form, including, but not limited to, in electronic form through the tools and communication channels available on GitHub.

2.3. If by the date hereof the Contributor has already provided the Contributions to VK, the provisions of this Agreement shall apply to the relations that existed between the Parties before the date of this Agreement became effective, since the moment of delivery the first Contribution to VK by Contributor.

3.1. The Contributor grants to VK the right to use the Contributions under a royalty-free, non-exclusive, irrevocable, worldwide license by all means specified in this Agreement.

3.2. The license is provided for the entire duration of the Contributor’s exclusive rights to the Contributions.

3.3. The Contributions may be provided (transferred) by the Contributor to VK in any possible manner, including in a tangible or in electronic form. The Contributions shall be considered provided since the moment of their receipt by VK.

3.4. VK may use the Contributions at its own discretion and without any prior approval by the Contributor or any third party, in whole or in part, in any way not contrary to law, in particular, but not limited to:

3.4.1. reproduce the Contributions in any way, including but not limited to by recording to the computer; install, copy, or launch the Contributions;

3.4.2. remake, update or modify the Contributions without any limitations, create other intellectual property objects based on or by using the Contributions, including derivative works or composite works; translate the Contributions into other languages, including other programming languages;

3.4.3. use the Contributions with the business name, any trademark (service mark) or logo of VK or its Affiliates or other designation at VK’s discretion;

3.4.4. provide the Contributions and the right to use the Contributions (sublicense) to any third party, either directly or as part of any other product/service;

3.4.5. distribute the Contributions through sale, distribute the Contributions in any other way not contrary to law, including to import the Contributions;

3.4.6. display in public and make the Contributions available to public;

3.4.7. disassemble, decompile (convert object code into source code) or reverse engineer the Contributions or their components (if the Contribution is a computer program, database, software package or similar object);

3.4.8. make alterations, deletions or additions to the Contributions, add commentary, illustrations or any explanations when using the Contributions, including those affecting the integrity of perception;

3.4.9. use the Contributions without mentioning the author’s name and/or pseudonym (anonymously);

3.4.10. make the Contributions public, i.e. take or consent to the actions that make the Contributions available to public for the first time.

3.5. The Parties agree that VK shall have a full exclusive right to the Derivative Works and may use them in any way, for any purpose and in any form without any limitations or the consent of the Contributor or any third party.

3.6. VK may use the Contributions for business and non-business purposes, including for service provision to third parties; VK may use the Contributions for its advertising and marketing materials or other products/services, both with open or closed source code.

3.7. The Contributor shall reserve the right to use the Contributions by any legal means, provided that such uses do not impact negatively VK business reputation. For the avoidance of doubt, the Contributor shall not acquire any rights to the intellectual property which right holder is VK or its Affiliates.

3.8. VK shall not submit any reports on the use of the Contributions to the Contributor or any third party.

3.9. Without affecting the terms and conditions hereof in respect of the free of charge right to use the Contributions hereunder, the Contributor acknowledges that the market value of the non-exclusive license for the right to use each individual Contribution provided by the Contributor to VK shall be RUB 100 (one hundred Russian Rubles).

4.1. The Contributor hereby represents and warrant to VK that as at the date of this Agreement and each date of the Contribution provision:

4.1.1. The Contributor has full legal capacity and has all the rights required to execute and perform this Agreement. Where the Contributor is a legal entity or an individual entrepreneur, the Contributor warrants to VK that the individual who acts on its behalf to execute and performs this Agreement has all the required powers and authorities to execute and perform this Agreement.

4.1.2. The Contributions provided by the Contributor to VK are developed (created) by the Contributor, except for the Contributions or parts of Contributions, the exclusive rights to which belong to other parties (the Rightholders), but which, by the direct expression of will of such Rightholders, may be distributed freely without the Rightholders approval or payment of fees (free libraries, etc.), and the Contributor uses (and provides to VK) such Contributions legally;

4.1.3. The Contributions are not encumbered with any rights of third parties, including the rights of the Contributor's employer;

4.1.4. The Contributor has the consent of the authors and Rightholders of the results of intellectual activity included in the Contributions, to use them in all the ways specified in this Agreement; and VK is not prevented from the use of the Contributions which include such intellectual property;

4.1.5. the use of the Contributions under this Agreement shall not infringe any intellectual property rights or other rights or legitimate interests of third parties, including the Contributor employers.

The Contributor agrees and acknowledges that VK unconditionally relies on the representations and warranties given by the Contributor in Section 4.1 hereof, and such representations and warranties are material for VK.

5.1. Should any claim or action be brought against VK by a third party (including the Contributor employer) in respect of the use of the Contributions by VK hereunder, the Contributor shall indemnify VK for any losses resulting from such claim or action. Losses herein shall mean any expenses incurred by VK in connection with any such claim or action, including, but not limited to: payments to third parties or federal and/or local authorities made by VK in the settlement of such claim or action, or an obligation of VK to make such payments in pursuance of any effective court decision, writ of execution, judgement, instruction or other resolution of federal or local authorities, and other expenses incurred by VK in court or pre-trial proceedings.

6.1. The Contributor provides the Contributions "AS IS", without any warranties, express or implied, including the warranties of quality, merchantability or fitness for a specific purpose, except for the representations and warranties expressly set out in Section 4.1 hereof.

7.1. The Contributor shall not use the logo, trademark or other VK’s means of identification without VK’s prior written consent.

8.1. This Agreement shall be governed by and interpreted in accordance with the laws of the Russian Federation, exclusive of conflict of laws provisions. If the Parties fail to resolve a dispute, such dispute shall be submitted for resolution to a court at the location of VK.

9.1. This Agreement constitutes the entire and exhaustive agreement between the Parties in respect of the subject matter hereof and supersedes any previous arrangements and correspondence between the Parties existing before the date hereof (if any).

9.2. If any provision of this Agreement shall be found invalid or unenforceable, such invalidity or unenforceability shall not affect the validity and unenforceability of other provision hereof or generally this Agreement.

9.3. This Agreement is made in Russian and English languages. The Russian version is available at: https://mcs.mail.ru/docs/additionals/start/legal/contributor. The English version is available at: https://mcs.mail.ru/docs/en/additionals/start/legal/contributor. In the event of any discrepancy between the provisions of the Russian and English versions hereof, the Russian version shall prevail.

Revision: from 09.26.2022