Licence agreement

for the use of the V1T software

This Licence agreement is an offer made by the limited liability company V1-TECHNOLOGY (registered address: 249035, Kaluga Region, Obninsk, Universitetskaya St. 2; INN 7725416190, KPP 402501001, OGRN 1187746043726), hereinafter the Licensor, to a User (a legal entity or an individual, including an individual entrepreneur), hereinafter the Licensee. The Licence agreement is deemed concluded once the Licensee accepts it. Acceptance, for the purposes of the Licence agreement, means payment of the licence fee or the start of use of the V1T software by the Licensee, whichever occurs first. Upon conclusion the agreement is automatically assigned a number and a date (contract records are kept in the Licensor's software).

Starting to use the software constitutes the Licensee's unconditional acceptance of the terms of this Licence agreement.

Where a licence agreement exists in written form, the terms of use of the software set out in that agreement prevail over the terms of this Licence agreement.

1.Terms and definitions

The following terms used in this Agreement have the meanings set out below:

Licensor — the limited liability company V1-TECHNOLOGY, the party to this Agreement that holds the exclusive rights to the software (the rightholder) and grants the Licensee the right to use the software within the limits and by the means specified in this Agreement.

Licensee — the party to this Agreement that accepts the right to use the software within the limits and by the means specified in this Agreement.

Software — a computer program under the commercial designation "V1T", constituting a video surveillance, video analytics, audio analysis and telematics system and comprising: server software installed on the Licensee's equipment (on-premise deployment, including a closed network with no internet access), the object.v1t.tech cloud platform and the mobile application for iOS and Android. The software is accessed through browsers on any operating system of the LINUX, MACOS, Windows, iOS families and on the Android platform.

Account ID — the electronic authentication of a user, an account by which the owner (company) is identified. The account is issued by V1T to the Licensee as a legal entity or individual entrepreneur.

Server licence — the right to install and run the software on one physical computing device.

Named connections — the ability to connect to the V1T software only under the names of the Licensee's employees, in line with the number of access rights granted.

Confidential information — any information, including know-how, methods, graphic materials, drawings, documents, diagrams, tables, specifications and computer programs, all information about the production, commercial and financial activities of the Parties, information relating to particular projects and to technical and organisational solutions that has actual or potential value because it is unknown to third parties, and other types of information exchanged by the Parties in the course of performing this Agreement.

Terms not specifically defined in this Agreement are used by the Parties with the meanings established by the law of the Russian Federation.

2.Subject of the agreement

2.1. Under the Agreement the Licensor undertakes to grant (transfer) to the Licensee the right to use the software on the terms of a simple (non-exclusive) licence, and the Licensee undertakes to accept the software in the manner and on the terms set out in the Agreement.

2.2. The Licensee may not grant the right to use the software to third parties.

2.3. As agreed by the Parties, before or after the Licensee pays the invoice, the software is delivered as follows: the Licensee is given access to a personal account located on the internet at object.v1t.tech (for cloud use of the software) or at the address of the Licensee's server (for on-premise deployment).

The Licensor granting the Licensee access rights (web address, login and password) to the software constitutes the start of use of the software by the Licensee. Accordingly, the Parties do not draw up a separate act of acceptance of the rights to the software.

2.4. The Licensor warrants that it is the holder of the exclusive rights to the software referred to in clause 2.1 of the Agreement and is entitled to conclude the Agreement.

2.5. There are no special requirements for the computers (equipment) needed for the software to operate.

2.6. The software may not be reproduced, transmitted or retransmitted (that is, recompiled to obtain the source code) without the Licensor's specific permission. Where disassembly of the software into its component code, decompilation or separation of the software (together, "Decompilation") is necessary to achieve interoperability with other computer programs and is permitted by law, the Licensee must contact the Licensor before beginning Decompilation and request the information needed to achieve such interoperability.

2.7. All information entered by the Licensee into the software is the intellectual property of the Licensee and is confidential.

2.8. Under clause 7 of article 1235 of the Civil Code of the Russian Federation, the transfer of the exclusive rights to the software to a new rightholder is not a ground for amending or terminating this Agreement.

2.9. The Licensor informs the Licensee that state registration of the rights to the V1T software was carried out on 24 April 2024, certificate number 2024619558. Details held in the record of the software included in the register of Russian software:

• register entry number 24597;
• date of the register entry 28 October 2024, 17:17:37;
• name of the software: V1T;
• server-client video analytics software suite "V1T";
• "V1T" video surveillance and analytics system.

2.10. The Licence agreement is valid throughout the territory of the Russian Federation.

3.Rights and obligations of the Licensor

3.1. Once the Licensee has paid the invoice, the Licensor grants access rights to the software by providing the web address of the personal account, a login and a password.

3.2. The Licensor may use the fact that this Agreement has been concluded for advertising and marketing purposes, without disclosing its material terms.

3.3. The Licensor undertakes to settle, promptly, by its own means and at its own expense, any claims brought against the Licensee by third parties concerning authorship or ownership of copyright in relation to the Licensee's use of the product (or its components) under this Agreement, provided that the Licensee promptly notifies the Licensor of such claims in writing, allows the Licensor to control the defence and any settlement negotiations, and assists the Licensor by providing all information required for that purpose.

3.4. The Licensor may suspend this agreement and block access to the program, without refunding sums paid, if the Licensee is found to be in breach of clauses 4.1–4.10 of this Agreement.

3.5. The Licensor may place a field with company information in the software.

3.6. The Licensor may modify the software or release new versions at any time and for any reason, including to meet the Licensee's needs or competitive requirements and to comply with the applicable law of the Russian Federation. The Licensor reserves the right to add new properties and functions to the software or to remove existing properties and functions from it.

4.Rights and obligations of the Licensee

4.1. The Licensee undertakes to pay the Licensor the licence fee in accordance with section 5 of this Agreement.

4.2. Upon receiving access (web address, login and password) the Licensee undertakes to confirm receipt by return electronic message; the Licensee thereby confirms that no bilateral act of acceptance of the rights to use the software is required. If no reply or message is received from the Licensee within 3 (three) calendar days of the access being sent, the right to use the software is deemed accepted.

4.3. The Licensee undertakes to send complaints about the quality of the product electronically to sales@v1tech.ru or, where that is not possible, to the details given in section 12 of the Agreement.

4.4. The Licensee warrants that it holds all rights necessary to use the information and materials transmitted by means of the software and bears full responsibility for their placement, use and processing. The Licensee warrants that placing information and materials by means of the software and their further use does not infringe the rights of other persons, including but not limited to copyright, related rights, the right to privacy and the right to protection of honour, dignity and good name. The Licensor reserves the right to stop granting non-exclusive rights to use the software where the Licensee is found to be distributing materials and information prohibited under the law of the Russian Federation.

4.5. The Licensee warrants that it complies with Federal Law No. 152-FZ of 27 July 2006 "On Personal Data" and assumes the obligations of an operator in respect of the personal data of all data subjects whose data is processed using the software: customers, employees, visitors to the site, representatives of counterparties and other persons who come within the area of video surveillance and audio recording.

4.6. The Licensee determines on its own the information transmitted to the software and warrants that it processes personal data using the software lawfully: on a legal basis provided for by law, including the consent of data subjects where such consent is required, and in compliance with the purposes, scope and retention periods of processing, which the Licensee determines on its own. The Licensee bears responsibility for the lawfulness of processing of personal data transmitted to the software. The Licensee further warrants that its use of video surveillance, audio recording and AI analytics functions at its site is lawful in respect of all data subjects: in respect of employees — in compliance with labour law, including setting out video monitoring and audio recording in internal regulations and making employees familiar with them; in respect of customers, visitors, representatives of counterparties and other persons — provided that they are duly informed that video surveillance and audio recording are in operation. The Licensee warrants that it uses the AI analytics functions for lawful purposes and in proportion to those purposes, and does not use the software to establish identity, to discriminate, to monitor places where monitoring is prohibited by law (including sanitary facilities and changing rooms), or otherwise to infringe the rights and legitimate interests of data subjects.

The Licensee must protect personal data and other information subject to mandatory protection under the law of the Russian Federation. When transferring such information to the Licensor in connection with the performance of this Agreement and the use of the software, the Licensee confirms that its actions in obtaining, collecting, organising and otherwise processing that information complied with the requirements of the law of the Russian Federation, were carried out with consent and without infringing the rights of the owners of that information. The Licensor bears no responsibility for the Licensee's actions in respect of such information. The Licensee must settle all demands and claims of the owners of information transferred to the Licensor, including demands and claims brought by such persons against the Licensor.

Under this Agreement the Licensee, in accordance with part 3 of article 6 of Federal Law No. 152-FZ of 27 July 2006 "On Personal Data", instructs the Licensor to process the personal data of individuals — data subjects whose data is processed using the software, including: employees of the Licensee and persons performing work or providing services for it under civil-law contracts; visitors to the Licensee's site; representatives of the Licensee's counterparties; other persons who come within the area of video surveillance and audio recording; and customers of the Licensee. Customers of the Licensee are individuals who enter into civil-law contracts with the Licensee (including retail sale contracts), as well as individuals who provide their personal data with a view to entering into such a contract, obtaining information about the services provided by the Licensee or its other activities, or arranging discounts or other actions aimed at concluding and performing contracts with the Licensee. The Licensee instructs the Licensor to carry out the following actions (operations) with that personal data, with or without the use of automation: collection, recording, systematisation, accumulation, storage, updating (refreshing, amending), extraction, use, transfer (distribution, provision, access), depersonalisation, blocking, deletion and destruction of personal data. The purpose of the processing of personal data entrusted to the Licensor may be the performance of obligations under this Agreement and ensuring the proper operation of the software. The Licensor must maintain the confidentiality of personal data and ensure its security during processing, observing the protection requirements established by this Agreement (including clauses 7.1–7.5) and by the law of the Russian Federation, and must not use the personal data processed on the Licensee's instruction for its own commercial purposes.

Status of the Licensor. The Licensor is not a personal data operator in respect of the information processed by the Licensee when using the software, the object.v1t.tech cloud platform and the mobile application. The operator of such personal data is the Licensee: it determines the purposes and the scope of the data processed, ensures that there is a legal basis for processing and informs data subjects. The Licensor acts solely as a person processing personal data on the Licensee's instruction, to the extent necessary for the software to operate, and only in those deployment options where such processing technically takes place on the Licensor's side (the cloud and hybrid options). Where the software is installed on the Licensee's own equipment (on-premise deployment, including a closed network), the Licensor has no access to the Licensee's video recordings, audio recordings, archives or other data and performs no processing of personal data.

Biometric personal data. The software, the object.v1t.tech cloud platform and the mobile application do not collect or process biometric personal data: no face recognition is performed and no person's identity is established; face templates are not created or stored. Appearance features — clothing, silhouette, gait and others — may be used by the cross-camera tracking and attribute search functions solely to follow an object's movement between cameras within the system; they are not used to establish identity and are not matched against any information about a person's identity. Detection of a person in frame, visitor counting, monitoring of personal protective equipment and the separation of speakers during audio analysis do not establish identity and do not constitute processing of biometric personal data.

4.7. The Licensee may not join the Licensor as a defendant or co-defendant in claims by third parties for compensation of moral harm or damage caused to third parties arising from the Licensee's use of the software in breach of this Agreement and of the requirements of Russian law.

4.8. The Licensee undertakes to distribute information and materials to third parties only where it has settled the question of the use of such materials and information, trade marks, service marks and product names, design rights, copyright and related rights that are mentioned, used or quoted, with their lawful owners. Infringement of rightholders' rights is strictly prohibited and may render the Licensee liable under civil or criminal law, including payment of damages for copyright infringement.

4.9. The Licensee undertakes to refrain from any attempt to copy, modify, decompile or disassemble the software.

4.10. The Licensee must notify the Licensor in writing or by e-mail, at least 10 calendar days in advance, of any changes (forthcoming updates) to its own software (accounting systems and the like) that interacts with the V1T software, and must provide detailed information about the nature of those changes.

4.11. The Licensee may not hire out, lease or otherwise make the software temporarily available to third parties for profit without the Licensor's consent, nor take any other action in respect of the software that breaches Russian or international rules on copyright and the use of software.

4.12. The Licensee must make every effort to actively prevent infringements of the Licensor's intellectual property rights and breaches of this Licence agreement by the Licensee's employees and by third parties.

4.13. If the Licensee intends to stop using the V1T software, it must notify the Licensor of the blocking of the account ID at least 40 calendar days in advance.

4.14. The Licensee shall, on its own and at its own expense, ensure compliance with the law when using the software at its site, including: informing employees and visitors that video surveillance is in operation and, where audio analysis functions are used, that sound is recorded — including posting warning signs, adopting the necessary internal regulations and making employees familiar with them; obtaining the consent of data subjects where such consent is required; notifying the competent authority of the processing of personal data; and setting and observing retention periods for recordings. The Licensor does not verify compliance with these requirements and bears no liability for the Licensee's failure to comply with them.

5.Amount, timing and procedure of payment

5.1. The Licensee pays the Licensor a licence fee in accordance with the selected tariff plan, in the amount stated in the invoice issued.

5.2. The Licensee pays the invoice within 3 (three) working days of it being issued by the Licensor, by way of prepayment of 100% of the amount stated, to the Licensor's settlement account. Subsequent payments of the licence fee are made on the basis of invoices issued by the Licensor or in accordance with the selected tariff plan. The absence of an invoice issued by the Licensor is not a ground for delaying or withholding payment.

5.3. If within 3 (three) days of access to the software being granted the Licensor has received no written complaint from the Licensee regarding the scope of the rights granted, the non-exclusive right to use the software is deemed granted and/or the services are deemed rendered to the Licensee in full and properly.

5.4. The Licensor's fee is not subject to VAT under sub-clause 26 of clause 2 of article 149 and clause 2 of article 346.11 of the Tax Code of the Russian Federation.

5.5. An act for the licence fee for a reporting period is drawn up by the Licensor solely at the Licensee's request and is provided as an electronic document. If the Licensee does not request such an act, or avoids signing it within 3 working days of receipt without sending the Licensor reasoned written objections within the same period, and continues to use the software, use of the software is deemed provided in full and properly.

5.6. All settlements under the Agreement are made in roubles by bank transfer to the Licensor's settlement account specified in section 12 of this Agreement. The Licensee's payment obligations are deemed performed once the funds are credited to the Licensor's settlement account.

5.7. The Parties have agreed that no interest accrues on advance payments made by the Licensee and that article 317.1 of the Civil Code of the Russian Federation does not apply.

6.Liability of the Parties and dispute resolution

6.1. For failure to perform or improper performance of obligations under this Agreement the Parties are liable in accordance with the applicable law of the Russian Federation.

6.2. Where the deadlines for payment of the licence fee are breached, the Licensor may unilaterally restrict the Licensee's access to the software.

Where the payment deadlines set out in this Agreement are exceeded by more than 30 calendar days, the Licensor may unilaterally delete from its server all data about previously created and active records without the possibility of recovery, and block SIM cards provided to the Licensee.

6.3. For use of the product in a manner not provided for by this Agreement, or after termination of the Agreement, or otherwise beyond the rights granted by the Agreement, the Licensee is liable for infringement of the Licensor's exclusive right as provided by the Civil Code of the Russian Federation and other legal acts and, at the Licensor's written demand, pays a penalty equal to twice the licence fee referred to in clause 5.1 of this Agreement for each instance identified.

6.4. The Licensor bears no liability to the Licensee for failures in the operation of the software connected with:

• the complete or partial absence of an internet connection or of electricity supply to the technical means used by the Licensee;
• failures of the power supply, local network and communication channels at the Licensee's site;
• faults, incorrect installation, configuration or maintenance of cameras, video recorders, switches, microphones and other equipment of the Licensee, and acts of contractors engaged by the Licensee;
• insufficient quality of the video image or sound (lighting, mounting angle, dirty lens, resolution, frame rate, background noise) preventing the analytics from working correctly;
• failures of the server used for the operation of the software;
• operation of the software on faulty equipment or on equipment infected by malicious software;
• the Licensee's use of unlicensed software;
• changes made by the Licensee to the configuration of the software, the server operating system or network parameters without the Licensor's agreement;
• incorrect operation of the software because the Licensor was not notified of forthcoming changes (updates) to the Licensee's software (accounting systems and the like) that interacts with it;
• force majeure;
• other circumstances unrelated to the Licensor's own activity and/or circumstances beyond the Licensor's control.

6.5. The Licensor bears no liability to the Licensee for the acts of third parties, including acts of the Licensee's customers, aimed at falsifying, modifying or deleting data or at otherwise making unlawful use of the software.

6.6. The Licensor is not liable for direct or indirect losses, including lost profit, arising from the use of the software, except where expressly provided by the Licence agreement.

6.7. In any event the Licensor's liability may not exceed the amount received from the Licensee under the most recent invoice issued. This limit applies in aggregate to all claims made by the Licensee and third parties over the entire term of the Agreement, regardless of the number of instances and the legal grounds of such claims.

6.8. If claims, lawsuits or demands are brought against the Licensor by third parties (including data subjects, employees and visitors of the Licensee's site), or state enforcement measures, including administrative fines and orders of competent authorities, are applied to the Licensor in connection with the Licensee's processing of data, the scope of information transmitted to the software, the conditions of video and audio recording at the Licensee's site, or any other breach by the Licensee of this Agreement or of the law, the Licensee shall reimburse the Licensor for the amounts of such fines and recoveries, documented expenses including legal costs, and the losses incurred, within 10 (ten) working days of receiving the relevant demand. The limit set by clause 6.7 of this Agreement does not apply to the Licensor's claims under this clause.

6.9. The Parties are released from liability for failure to perform or improper performance of their obligations under the Agreement if it is caused by force majeure circumstances arising after the conclusion of the Agreement that the Parties could not foresee or prevent by reasonable measures: natural disasters, fires, hostilities, acts of terrorism, epidemics, acts and decisions of public authorities, large-scale failures of communication and power networks, and large-scale cyber attacks. The Party affected by such circumstances shall notify the other Party within 10 (ten) working days of their occurrence. If such circumstances continue for more than 3 (three) consecutive months, either Party may withdraw from the Agreement without compensating the other Party for losses.

7.Confidentiality and warranties

7.1. The Licensor establishes and the Licensee acknowledges that the terms of this Agreement, as well as information of any kind obtained by the Parties in connection with its performance, constitute information forming a commercial secret (Confidential information). A commercial secrecy regime applies to that information.

7.2. The Licensor establishes and the Licensee acknowledges the following rules for handling Confidential information:

• disclosure of Confidential information without the Licensor's written consent is not permitted. Disclosure means an act or omission as a result of which that information becomes known to third parties in any possible form;
• the Licensee must notify the Licensor in writing of every case where its acts or omissions (including those of its employees and other persons engaged by it), or the acts or omissions of third parties, may lead to or have led to disclosure of Confidential information, stating the reasons for the disclosure and the persons concerned;
• the Licensee must take measures to ensure compliance with the commercial secrecy regime in respect of Confidential information, including preventing disclosure by its employees and other persons engaged by it;
• Confidential information is deemed disclosed by the Licensee unless it proves otherwise; the Licensee is solely liable for the acts of its employees or other persons engaged by it that lead to disclosure.

7.3. In order to monitor compliance with the rules for handling Confidential information, the Licensee may request from the Licensor written explanations of the measures taken to prevent disclosure of such information and of the reasons for any disclosure.

7.4. In order to keep a record of persons granted access to Confidential information, the Licensee must notify the Licensor in writing of the following details of such persons within 1 working day of their obtaining access:

• for individuals — surname, first name, patronymic, date of birth, place of birth and place of residence;
• for legal entities — full name, taxpayer identification number and location.

7.5. The Parties undertake to maintain the confidentiality of information obtained in the course of the services under this Agreement for 3 (three) years from the date those services are rendered. The duration of the confidentiality regime may be changed by agreement of the Parties.

7.6. The Licensor warrants that the exclusive rights to use the product in any form and by any means belong to the Licensor.

7.7. The Licensor is not liable for any inability to use the software for reasons beyond the Licensor's control.

7.8. The Licensee is notified that the software is provided "as is". The Licensor and its partners give no warranties as to its performance. The Licensee agrees that it assumes responsibility for choosing the software to achieve the desired result, for using the software and for the results obtained with it.

7.9. The Licensor warrants that it provides the technical support for the software necessary for its correct operation. Technical support is provided in order to keep the software operational on the Licensor's technical facilities by promptly identifying and resolving failures and incidents, to achieve interoperability with other programs used, and to carry out other actions required for the software to function as intended.

7.10. All requests to the technical support service are made through the hotline contacts or the e-mail address specified in clause 4.3 of this agreement. Requests are accepted daily from 08:00 to 24:00 and are processed within 24 hours.

7.11. The Licensee is informed and agrees that the AI video analytics and audio analysis modules are based on probabilistic machine learning algorithms: their results are estimates, false alarms and missed events are possible, and recognition quality depends on shooting and recording conditions, equipment characteristics and settings that fall within the Licensee's area of responsibility. The results of the analytics do not in themselves constitute a legal fact, a conclusion or evidence and are subject to verification by a person. The Licensee may not use the results produced by the software as the sole basis for personnel, disciplinary, financial or other legally significant decisions concerning individuals. The Licensor bears no liability for decisions made by the Licensee on the basis of the results produced by the software or for any consequences of such decisions.

8.Term, amendment, supplement and termination

8.1. The Licence agreement enters into force once its terms are accepted, remains in force for the period set by the relevant tariff plan, and is automatically renewed for a new period on the terms of the tariff plan paid for by the Licensee.

8.2. The Licensor may unilaterally amend and supplement the terms of the Licence agreement by publishing them on the Licensor's website at https://object.v1tech.ru/oferta/. In the event of a dispute or disagreement arising in connection with the performance and/or interpretation of the Licence agreement, the version in force at the time the dispute or disagreement arose applies.

8.3. If the Licensee breaches any term of the Licence agreement, the Licensor may terminate the Licence agreement early, unilaterally and without recourse to the courts, and immediately block access to the software without prior notice to the Licensee.

8.4. Either Party may unilaterally withdraw from the Licence agreement by giving the other Party written notice 30 (thirty) days before the intended date of withdrawal. The thirty-day period runs from the date one Party receives the other Party's written notice of unilateral withdrawal.

8.5. The Licensee's unilateral withdrawal under clause 8.4 does not result in the Licensee's access to the software being blocked before the end of the licence paid for, and is not a ground for refunding the licence fee paid by the Licensee.

Where the Licensee withdraws from this agreement early, the licence fees previously paid to the Licensor's account under this agreement are not refundable.

8.6. After the expiry or termination of this Agreement the Licensor may discontinue the servicing and support of electronic cards previously issued by the Licensee, and may delete from its server all data about previously created and active electronic cards without the possibility of recovery.

9.Dispute resolution

9.1. The Parties will seek to resolve all disputes and disagreements that may arise under or in connection with the Agreement through negotiation.

9.2. Disputes not settled through negotiation are referred to the Commercial Court of the Kaluga Region in the manner prescribed by the applicable law of the Russian Federation, subject to the mandatory pre-action complaint procedure. The period for responding to a complaint is 30 (thirty) calendar days from its receipt in written form or in electronic form certified by an electronic signature.

10.Additional terms

10.1. The Parties undertake to inform each other within 30 (thirty) calendar days of any change in their details and of any decisions concerning their liquidation or reorganisation as a legal entity. If one Party fails to do so, the other Party bears no responsibility for the consequences of that failure.

10.2. The Parties have agreed that a facsimile signature (a cliché of the signature) of the Licensor's authorised person may be used to sign documents required for the conclusion and performance of the Licence agreement, as an analogue of a handwritten signature and equivalent to it. Such documents have the same legal force as documents signed by the Licensor's authorised person by hand, under clause 2 of article 160 of the Civil Code of the Russian Federation. The Parties may also use for those purposes the qualified electronic signatures of the Parties (or their authorised individuals), the conditions for recognition of which are established by article 11 of Federal Law No. 63-FZ of 6 April 2011 "On Electronic Signature", within electronic document management.

11.Miscellaneous

11.1. The Licensor represents and warrants to the Licensee that it:

• holds all lawful rights and powers to conclude the Agreement and to comply with and perform its provisions;
• has obtained, or will duly obtain before starting work or providing services under the Agreement, all permits required.

11.2. Matters not settled by this agreement are governed by the applicable law of the Russian Federation.

12.Licensor's details