License agreement for the Vision program

This License Agreement (hereinafter the "Agreement") governs the relationship between Mail.Ru LLC (OGRN 1027739850962, Russia, 125167, Moscow, Leningradsky Prospekt 39, p. 79), hereinafter referred to as the "Licensor", and you, hereinafter referred to as the "Licensee", by using the computer program "Vision" (hereinafter referred to as the "Program"), on the following conditions:

Licensor — Mail.Ru limited liability company, which is a party to this Agreement, which grants the Licensees the right to use the Program under the terms of a non-exclusive license.

Licensee is a person who has the necessary legal capacity to enter into this Agreement, who has a sufficient scope of rights, who, in accordance with this Agreement, is granted the right to use the Program within the limits provided for in this Agreement. The Licensee is a Party to this Agreement.

API is an application programming interface that allows you to receive the Licensor's Program and continue to use it by the Licensee on the terms set forth in this Agreement.

Program — a computer program developed by the Licensor using machine learning methods.

Other applicable terms and definitions are contained in the Terms of Use.

2.1. The condition for using the Program is full and unconditional acceptance by the Licensee of the provisions of this Agreement. Access to the Program is carried out within the Platform, and therefore the condition for obtaining a license is the Licensee's consent to the Terms of Use of the VK Cloud platform (hereinafter referred to as the Terms of Use and the Platform), which are available at https://help.mail.ru/mcs/legal/vision_termofuse, as well as the Licensor's Privacy Policy available at https://help.mail.ru/mcs/legal/privacy (hereinafter collectively referred to as the "Applicable Rules"). In the event of a conflict between the provisions of the Terms of Use and this Agreement, the provisions of this Agreement shall prevail. The Terms of Use apply to the relations of the Parties that are not regulated by this Agreement.

2.2. With each access and / or actual use of the Program, the Licensee agrees with the provisions of this Agreement, as well as with other

Applicable rules, as amended, which were in effect at the time of the actual use of the Program.

2.3. The applicable rules, including this Agreement, may be changed by the Licensor at any time without any prior notice to the Licensee. Any such changes come into force on the day following the day of publication of such changes in the "Vision" section of the Licensee's Personal Account. Licensee agrees to independently check the Applicable Rules for changes. Failure by the Licensee to familiarize himself with the Applicable Rules and / or the revised edition cannot serve as a basis for the Licensee's failure to fulfill his obligations related to the use of the Platform and / or the Program. The Licensee has the right to refuse to accept the changes and additions made by the Licensor to the Applicable Rules, which means the Licensee's refusal to use the Platform and / or the Program.

3.1. Under the terms of this Agreement, the Licensor grants the Licensee, on the terms of a paid simple non-exclusive license, the right to use the Program, as well as the API, within the limits specified in this Agreement, and the Licensee undertakes to pay the Licensor a license fee in the amount and in the manner established by the Licensor.

3.2. The Licensee's access to the Program is carried out around the clock through the API, if there is an Internet connection.

3.3. The Licensor grants the Licensee the right to use the Program in the following ways: reproduction on the Licensor's hardware and gaining access through the API, using the provided functionality of the Program. Methods of using the Program not expressly specified in this agreement are not considered provided to the Licensee.

3.4. The right to use the basic features of the Program is provided by the Licensor to the Licensee free of charge.

3.5. The right to use the advanced features of the Program is provided by the Licensor to the Licensee for a fee. The Licensor has the right to change the amount of the license fee payable by the Licensee, about which he notifies the Licensee by sending notifications to the Licensee's e-mail address or by updating the information in the "Vision" section in the Licensee's Personal Account. The new rates are applied from the month following the month in which the Licensee was notified of the change in the amount of the license fee. Up-to-date information on tariffs is available to the Licensee in the "Vision" section in the Licensee's Personal Account.

3.5. The license is valid throughout the world during the term of this Agreement.

3.6. The Licensee is granted a license under the conditions described in this section, provided that the Licensee complies with all licensing requirements and restrictions, including the requirements for the software and hardware of the Licensee, specified in this Agreement and on the Site.

4.1. The Program is a computer program developed by the Licensor using machine learning methods, which provides Licensees with the ability to use computer vision technology.

4.2. To gain access to the Program, the Licensor provides the Licensee with an API by issuing authorization keys by e-mail or in the Licensee's Personal Account.

5.1. The licensee has the right:

5.1.1. use the Program in the ways, at the time and on the territory directly specified in this Agreement.

5.1.2. perform other actions not prohibited by the legislation of the Russian Federation or this Agreement related to the use of the Program, which should not contradict the usual use of the Program and should not unreasonably infringe on the legitimate interests of the Licensor, as well as third parties.

5.2. The licensee is obliged to:

5.2.1. comply with the terms of this Agreement without any restrictions;

5.2.2. ensure that only individuals who are employees of the Licensee or persons who have entered into civil contracts with the Licensee who need access to the Program solely for the purpose of performing labor functions or obligations under a civil law contract (hereinafter — end users) have access to the Program. At the same time, the Licensee guarantees that end users have been familiar with the terms of this Agreement and undertake to comply with their provisions. The licensee is responsible for illegal actions committed end users using the Licensee's Personal Account as their own.

5.2.3. follow all instructions and instructions of the Licensor. If the Licensee fails to comply with such instructions, the Licensor has the right to suspend, limit, terminate the granting of the Licensee the rights to use the Program or its individual functions;

5.2.4. periodically get acquainted with the content of this Agreement in the "Vision" section in the Licensee's Personal Account and follow the changes made to it;

5.2.5. pay the Licensor the license fee in the amount established by the Licensor and in the manner provided for in section 8 of the Terms of Use;

5.2.6. not to provide third parties with the right to use the Program (not to conclude sub-license agreements), except for cases when such third parties are employees of the Licensee;

5.2.7. not to violate the intellectual property rights of the Licensor in relation to the Program, API or any of their elements, in particular, the Licensee has no right to copy, disassemble, reverse-engineer, modify the source code of the Program, unless otherwise provided by applicable law;

5.2.8. not to carry out any other actions that contradict the goals of creating the Program or violate the current legislation of the Russian Federation.

5.3. The Licensee warrants that it has all the necessary powers to enter into this Agreement.

5.4. Any data obtained using the Program, the Licensee uses at his own risk and is solely responsible for the possible consequences of using the specified data, including for damage that this may cause to third parties.

5.5. The Licensee has the right to use the Program only for purposes not prohibited by applicable law. If the Licensor suspects that the Program is being used by the Licensee for illegal purposes, the Licensor has the right to immediately suspend the Licensee's use of the Program and demand the provision of documents and explanations confirming the legality of using the Program.

6.1. The licensor has the right:

6.1.1. at any time, without any notice to the Licensee, change and / or supplement the algorithms of the Program, introduce new and / or cancel old functions of the Program, change the procedure for accessing the Program (including making changes to the API), as well as the design and user the interface through which the Program is available;

6.1.2. suspend, restrict or terminate the Licensee's access to the Program by suspending access to the API if the Licensee violates the terms of this Agreement (including, but not limited to, in the absence of funds on the Licensee's balance, when the Licensee commits actions that may be regarded as violating the terms of this agreement or requirements of applicable law);

6.1.3. send notifications to the Licensee through the Personal Account, or by sending an e-mail, sms about the introduction of new and / or cancellation of old functions of the Program, API or user interface, as well as containing advertising information about the functions of the Program / Platform, about products and partner programs / promotions of the Licensor. The Licensee agrees to receive, through the Licensor's services and / or third-party services, e-mail, sms and other types of mailings of advertising and information content, including from the Licensor's partners, to whom the Licensee has agreed to send him messages;

6.1.4. make comments to the Licensees, warn, notify, inform them about the Licensees' non-compliance with this Agreement. The Licensor's instructions given to the Licensee during the process of using the Program / Site are mandatory for the Licensee;

6.1.5. collect and process data related to the Licensee's use of the Program;

6.1.6. take measures not prohibited by law to protect their own intellectual rights in relation to the Program.

6.2. The Licensor undertakes to grant the Licensee, under the terms of a simple non-exclusive license, the right to use the Program in the amount and in the manner determined by this Agreement, upon payment by the Licensee of the license fee in the amount and procedure established by the Licensor.

6.3. The Licensor is not responsible for any losses (both direct damage and lost profits) that may be incurred by the Licensee when using the Program, including as a result of unauthorized access by any third parties to the functions of the Program, in the event of loss or interception of data downloaded / transferred by the Licensee to the Program via the API.

6.4. The Program is provided to Licensees on an "as is" basis, i.e. The Licensor does not provide any guarantees that the Program can be suitable for specific purposes of use, and also cannot guarantee and does not promise any specific results from the use of the Program.

6.5. The Licensor is not responsible for the loss of the Licensee's data, including due to possible errors or malfunctions in the hardware of the Licensee or third parties involved by him. The Company is not responsible for any types of losses incurred as a result of the use or inability of the Licensee to use the Program or its individual parts / functions, including due to possible errors or malfunctions, except as expressly provided for by law.

7.1. This Agreement may be changed by the Licensor at any time without any prior notice to the Licensee. Any changes to the Agreement made by the Licensor unilaterally come into force on the day following the day of publication of such changes on the Site. The Licensee undertakes to independently check the Agreement for changes. Failure by the Licensee to take steps to familiarize himself with the Agreement and / or the amended version of the Agreement cannot serve as a basis for the Licensee's failure to fulfill its obligations and the Licensee's failure to comply with the restrictions established by the Agreement.

7.2. The Agreement comes into force from the moment the Licensee accepts the terms of this Agreement and is valid for a year. If none of the Parties sends a prior written notice 15 (fifteen) calendar days in advance of the termination of the Agreement, it is extended for the next year.

7.3. Either Party has the right to refuse to execute the Agreement by sending a prior written notice to the other Party 15 calendar days prior to the expected date of termination of the Agreement.

7.4. The Licensor has the right to unilaterally and extrajudicially refuse to execute the Agreement in the event of repeated material violation by the Licensee of the terms of this Agreement.

7.5. The Licensee has the right to unilaterally and extrajudicially refuse to execute the Agreement in the event of repeated material violation by the Licensor of the terms of this Agreement.

7.6. In case of termination of this Agreement by agreement of the Parties or by virtue of the Licensor's refusal from the Agreement, on the basis of clause 7.3. of this Agreement, or by virtue of the Licensee's refusal from the Agreement on the basis of clause 7.5. of this Agreement, the license fee paid by the Licensee is refunded in proportion to the unused period.

7.7. In case of termination of this Agreement due to the refusal of the Licensee from the Agreement, on the basis of clause 7.3. of this Agreement, or by virtue of the Licensor's refusal from the Agreement, on the basis of clause 7.4. of this Agreement, the license fee paid by the Licensee is non-refundable.

7.8. The invalidity of one or several provisions of the Agreement, recognized in the prescribed manner by a court decision that has entered into force, does not entail the invalidity of the agreement as a whole for the Parties. In the event that one or several provisions of the Agreement are recognized as invalid in the prescribed manner, the Parties undertake to fulfill their obligations under the Agreement as close as possible to those implied by the Parties when concluding and / or agreeing to amend the Agreement in a manner.

7.9. This Agreement and the relationship between the Parties in connection with this Agreement and the use of the Service are governed by the legislation of the Russian Federation.

7.10. Regarding the form and method of concluding this Agreement, the norms of the Civil Code of the Russian Federation ("Civil Code of the Russian Federation") governing the procedure and conditions for concluding an agreement by accepting an offer are applied.

7.11. All disputes between the parties under this agreement are subject to resolution through correspondence and negotiations using the mandatory pre-trial (claim) procedure. If it is impossible to reach agreement between the parties through negotiations within 60 (sixty) calendar days from the moment the other Party receives a written claim, the consideration of the dispute must be referred by any interested party to the court at the location of the Licensor (excluding the jurisdiction of the case to any other courts), if otherwise not provided by applicable law.

Edition: from 22.10.2021