The text given below is a public offer.

A public offer is a proposal containing the essence of the contract and showing that an offerer intends to enter into a contract under the proposed conditions with anyone who is interested in this offer.

To enter into a contract a person interested in such proposal shall accept the offer, i.e. express his/its agreement to enter into a contract subject to conditions set forth in the offer.

This agreement in particular can be expressed by performing actions specified in the offer and determined thereby as acceptance thereof. In terms of software it may be starting of use thereof.

The text given below is an offer of ISPsystem. This offer may be accepted by performing actions specified in the offer. Performance of these actions, i.e. acceptance of the offer results in making a license agreement between you and ISPsystem granting you the right to use the software you have chosen.

In this case the deal will be considered to be executed in writing as the contract made in this way will have the same legal validity as a contract executed on paper and signed by the parties (standard "paper" contract).

Proposal for Making a License Agreement (public offer)

I. CJSC ISPsystem (hereinafter ISPsystem) addresses this offer to any person willing to use ISPmanager 4 software or any other software developed and exclusively owned by ISPsystem (hereinafter the Software Product) and possessing hard- and (or) software necessary to use it.

II. You accept this offer if you:

install the Software Product, i.e. copy this Software Product to PC memory in order to use its functionality, if this Software Product has not been installed before

or

start and use functionality of the Software Product, if it has already been installed and used subject to previously valid license agreement with ISPsystem.

III. Acceptance of this offer as described in c. II above means agreement of the accepting person with all conditions set forth below in "License Agreement" section and results in making a license agreement between the person and ISPsystem subject to conditions set forth herein.

IV. In all the cases when this offer refers to other texts placed on the Web-site of ISPsystem these texts shall be treated as an integral part of this offer unless otherwise specified in the offer.

LICENSE AGREEMENT granting the right to use the Software Product

1. Main Notions and Definitions

1.1. License Agreement (the License) means this license agreement granting the right to use the Software Product.

1.2. Right Possessor (the Licensor) means ISPsystem.

1.3. User (the Licensee) is any person that accepted this offer as described in c. II above thus having made a License Agreement with ISPsystem.

1.4. The Software Product is ISPmanager 4 software or other software the developer and the owner of the exclusive copyright for which is ISPsystem.

The list of the Software Products the right for use of which may be granted based on the provisions hereof, their description including information about the operating systems supported by them is given on the Web-site of ISPsystem.

1.5. Accompanying materials are materials provided in written form, in form of images and otherwise that represent description of the Software Product, instructions on installation, customization and use thereof, etc.

1.6. Activation Key is an element of the system of technical facilities for protection of copyright used by ISPsystem to protect the Software Product against illegal use.

1.7. Web-site of ISPsystem means the web-pages placed in the information and telecommunication network of Internet and united by interconnect address space of ispsystem.com domain.

1.8. ISPsystem’s Partner (the Partner) means a person acting based on the contract with ISPsystem , authorized to collect financial funds paid by the Software Product Users as the fee for license agreements executed between them and ISPsystem and perform the required actions for acceptance of the Users’ applications for registration of the servers’ IP addresses submitted by them on which the copies of the Software Product are installed in order for them to receive the Activation Keys corresponding to the Software Product selected by each User, period of its use and the fees specified for this period.

2. Software Product Use

2.1. The User is authorized to use the Software Product as follows:

2.1.1. reproduce the Software Product by making a copy of the Software Product in PC memory; the User is also entitled to make a back up copy of the Software Product in any form to replace the original copy if it is lost, deleted or becomes unusable;

2.1.2. make the Software Product available so that any person or persons determined by the User could get access to it via information telecommunication network, including the Internet; making available shall be performed only by providing access to audiovisual images generated by the Software Product and (or) enabling on-line interaction with the functional part of the Software Product;

2.1.3. distribute the Software Product by sale or other assignment of its copies only if such distribution is performed by sale or other assignment of the server by the User with a copy of the Software Product installed on it provided the copy of the Software Product recorded to the server memory (Activation Key corresponding to this copy) has been legally purchased by the User;

2.1.4. perform public demonstration of the Software Product, i.e. public demonstration of audiovisual images generated by it, public demonstration of functionality of the Software Product.

2.2. The right to use the Software Product is granted to the User with the following restrictions:

2.2.1. The User is not allowed to exercise his right to make the Software Product available by any method enabling third parties to reproduce the Software Product fully or partially, but for recording a part of the Software Product to the PC memory when such recording is temporary and it is an essential and integral part of the technological process the only purpose of which is viewing audiovisual images generated by the Software Product and (or) on-line interaction with the functional part of the Software Product; it is also forbidden to make the Software Product available by any method enabling third parties to use its functionalities without connection to the information telecommunication network;

2.2.2. The User is not allowed to modify the Software Product, i.e. make any changes but for:

• alteration of the Software Product settings or other similar changes performed using options of the Software Product user interface as described in the documentation (Accompanying materials);
• adaptation, i.e. changes irrespective of implementation method that are made exclusively to enable the Software Product to function on certain hardware of the User or with certain software of the User;
• installation of the Software Product updates released by ISPsystem.

2.2.3. Admitting the User's lawful right for adaptation of the Software Product ISPsystem reserves the right to waive its obligations dealing with technical support of the Software Product without reimbursement of possible losses if the object code of the Software Product is changed as a result of adaptation performed by the User; if the User restores the original condition of the Software Product ISPsystem is not entitled to refuse to fulfill its obligations dealing with technical support of the Software Product for the reason mentioned in this clause;

2.2.4. but for the cases specified in the legislation the User is forbidden to decompile the Software Product and to perform any other actions aimed at restoration of the source code (source text) of the Software Product;

2.2.5. when using the Software Product the User is forbidden to perform any actions resulting in the change or deletion of visual reproduction of the trademark, service mark, commercial designation or copyright mark generated by the Software Product; it is also forbidden to perform any actions resulting in significant hindering of identification of visual images mentioned in this clause, in particular obscuration or considerable decrease of their original size.

3. Fee and Period of the Software Product Use

3.1. The amount of fee for granting the right to use the Software Product is differentiated and depends on the Software Product selected by the User and the period of its use (the period of the Software Product use for which the right is granted).

3.2. The amount of the fee for granting the right to use the Software Product also depends on method of license ordering (the method of Activation Key ordering):

• if the license (the Activation Key) is ordered directly from ISPsystem the amount of the fee is determined on the basis of ratios specified for the corresponding Software Product on the Web-site of ISPsystem in the Pricelist / Order section;
• if the license (the Activation Key) is ordered through a partner of ISPsystem the information about the fees for the granted right to use the corresponding Software Product for the respective periods is provided to the User by the partner through which the User orders the license (the Activation Key).

3.3. License ordering

3.3.1 For the purposes of this License Agreement the term "license ordering" means a set of actions specified in this c. 3.3 that result in sending to ISPsystem of a request for provision to the User of the Activation Key required to use functional capabilities of the Software Product during the set period of time.

3.3.2 The User at its discretion chooses the Software Product, the needed period of its use and the amount of fee corresponding to this period from the variant offered by ISPsystem on its Web-site in the Pricelist / Order section. The choice is made by the User through online interaction with the functional section of the Web-site of ISPsystem performed via GUI (graphical user interface).

3.3.3 After choosing the required period of the Software Product use the User shall specify the IP address of the server on which a copy of the Software Product will be installed.

3.3.4 If it is an initial order the User shall also provide information about himself required for identification of the User as a customer of ISPsystem and a party hereto and specify his contact information.

3.3.5 The information specified in c. 3.3.3 and 3.3.4 above is provided by filling in web-forms placed on the Web-site of ISPsystem.

3.4. Performance of actions specified in c. 3.3 does not result in entering into this License Agreement.

3.5. A license may be ordered not by the User himself, but by another person acting on behalf of the User to whom the User has provided information required to order the license, in particular by a partner of ISPsystem. In this case the License Agreement is also considered to be executed between ISPsystem and the User as if the User had ordered the license himself.

TRIAL LICENSES

3.6. Provided for the limitations specified in c. 3.8 below the User is entitled to use the Software Product without paying a fee for a limited period of time specified on the Web-site of ISPsystem in the Pricelist / Order section for the purpose of familiarization with the functionality of the Software Product, assessment of its quality and fitness for the User’s needs. This possibility is granted to the User if he orders a so-called “trial license”.

"Trial license ordering" for the purposes of this License Agreement means performance by the User of actions specified in c. 3.3., which result is sending to ISPsystem a request for provision free of charge to the User of a right to use the Software Product during the period specified by ISPsystem and the Activation Key required for such use of the Software Product.

3.7. If a “trial license” is ordered this Agreement is considered to be free of charge.

3.8. The right to order “trial licenses” is provided with the following limitations:

3.8.1. in case a “trial license” is ordered for a Software Product the next “trial license” for such Software Product may be ordered not earlier than in six (6) months.

3.8.2. for six (6) months after ordering of the “trial license” for the corresponding Software Product the server’s (computer’s) IP address specified in the application for this “trial license” may only be used for the purpose of ordering of the “commercial license” for this Software Product (the Activation Key provided for the fee and allowing to continue using the Software Product after the allowed period of free use); at that the commercial license may only be ordered from the same entity the “trial license” has been ordered from, namely the ISPsystem if the “trial license” has been ordered directly from ISPsystem, or from the corresponding Partner of ISPsystem if the “trial license” has been ordered from that Partner (in this case ordering of commercial license from another Partner or directly from ISPsystem will not be available);

3.8.3. ISPsystem reserves the right without any explanation to refuse granting right of free use of any Software Product or Activation Key required for exercitation of such right (refuse to provide a “trial license”) to a person who has ordered the “trial license”.

4. Territory of the Software Product Use

4.1. The right to use the Software Product is granted to the User without territorial restrictions (the Software Product may be used worldwide).

5. Update of the Software Product

5.1. ISPsystem regularly releases updates of the Software Product.

5.2. The User is entitled to use updates of the Software Product subject to this license.

5.3. When the updates are installed the User is entitled to use the Software Product on the same terms and conditions as before update installation.

5.4. The Parties agree and confirm their understanding that installation of updates of the Software Product is not and for the purposes hereof shall not be considered to be a legal event resulting in execution of a new license agreement for granting the right to use the Software Product or prolongation of the present license.

6. Accompanying Materials

6.1. Access to Accompanying materials is generally performed through user interface of the Software Product, however Accompanying materials are independent objects of intellectual property exclusive copyrights for which belong to ISPsystem.

6.2. The User is entitled to use the Accompanying materials for his needs during the whole validity term hereof and to reproduce (copy) them for the same purposes, but he is not entitled to distribute the Accompanying materials, to make them publicly available, in particular to place them in the information and telecommunication network of Internet or to use the Accompanying materials otherwise without prior consent of ISPsystem.

7. Technical Facilities for Protection of Copyright

7.1. To protect the Software Product against illegal use ISPsystem has realized a system of technical facilities for protection of copyright (hereinafter the protection system) the necessary element of which is Activation Keys, each Key being unique. An Activation Key is necessary to use each copy of any Software Product.

7.2. An Activation Key is unique for each IP address. To prevent illegal use of the Software Products the validity term of each Activation Key is restricted, therefore to use the Software Product during the whole validity term hereof it is necessary to replace the Activation Key with a new one regularly.

Activation Key replacement is performed automatically: The Software Product by means of in-built function sends a request to the server of ISPsystem and downloads a new Activation Key. The request sending to the server and downloading of the new Activation Key are performed via the information and telecommunication network of Internet.

7.3. ISPsystem guarantees that during automated updating of the Activation Key no collecting of any information occurs, but for information about the version of the Software Product installed on the server and Activation Key present on this server at the moment of updating.

7.4. Due to peculiarities of the protection system described in c. 7.2 above the necessary condition of the Software Product use is existence of constantly functioning connection with the information and telecommunication network of Internet and public IP address of the server, on which a copy of the Software Product is installed. IP address of the server shall remain unchanged: if IP address changes without informing ISPsystem start of the Software Product will be impossible.

7.5. The User shall ensure observance of conditions specified in c. 7.4 above during the whole validity period of the License. If it is impossible or difficult to observe this requirement you'd better not enter into this License Agreement.

CHANGE OF THE SERVER’S IP ADDRESS

7.6. If there are reasonable grounds for change of IP address specified when ordering the license the User may be provided with the ability to use the Software Product on a server with another IP address.

7.7. Registration of the new IP address is performed upon request of the User, but not more often than one (1) time per calendar month.

7.8. In case the license was ordered directly from ISPsystem the new IP address will be registered by ISPsystem.

7.9. In case the license was ordered from a Partner of ISPsystem the new IP address will be registered by such Partner. In this case ISPsystem will not change the IP address and will not consider the applications for IP address change.

7.10. ISPsystem reserves the right to refuse to register a new IP address and deny the possibility to change a certain IP address by a Partner in case of multiple changes and if there are reasonable suspicions that IP address is being changed in order to bypass the protection system.

BLOCKING OF THE SERVER’S IP ADDRESS

7.11. In case an “eternal license” has been ordered (the Activation Key allowing to use the Software Product for indefinite period of time) and the Software Product has not been used (the Activation Key has not been renewed) for three (3) months or more the possibility of renewal of the Activation Key for the Software Product installed on the server (computer) with this IP address will be automatically blocked with the advance warning of the User of such coming blocking.

7.12. In case the possibility to renew the Activation Key for the Software Product installed on the server (computer) with the certain IP address was blocked in compliance with c. 7.11 hereof:

7.12.1. an access to downloading of the new Activation Keys may be restored based on the User’s application except for the case when after the IP address has been blocked (the possibility of renewal of the Activation Key for the Software Product installed on the server (computer) with this IP address was blocked) this IP address was registered to another User – in this case the access to downloading of the new Activation Keys will be restored only after the registration of a new IP address;

7.12.2. the new IP address may be registered (as in the above case and in case a User wants to register a new IP address at its own initiative) based on the User’s application following the common order specified in c. 7.8, 7.9 accounting for the provision set out in c. 7.10 hereof.

7.13. An access to downloading of the new Activation Keys will be restored by ISPsystem – if the license was ordered directly from ISPsystem, or by the Partner of ISPsystem – if the license was ordered through this Partner (in this case an access to downloading of the new Activation Keys will not be restored by ISPsystem and applications to restore an access will not be considered).

8. Responsibility of the User for Violation of Conditions of the License

8.1. If the User violates conditions hereof, in particular if it uses the provided Software Product beyond the granted right or does not observe prohibitions set forth in the present License ISPsystem is entitled to terminate this License Agreement unilaterally canceling all the rights obtained by the User hereunder.

8.2. If the Contract is terminated for the reason specified in c. 8.1 this License Agreement is cancelled upon expiry of thirty (30) days from the User's receipt of ISPsystem's claim to eliminate violations made by the User if such violations are not eliminated within the said period of time.

9. Dispute Settlement Procedure

9.1. Disputes and differences arising between the parties hereto shall be settled by means of negotiations. If it is impossible to settle the differences by means of negotiations the dispute between the parties shall be considered by court in the city of Irkutsk (Russian Federation) on the basis of RF legislation in force.

10. Validity Term of the License

10.1. The right to use the Software Product selected by the User based on the provisions hereof for the period chosen by the User out of the standard variants offered by ISPsystem shall be granted to the User after it pays the fee specified herein, and in case of a “trial license” – from the moment of the conclusion of this License Agreement, and shall be deemed provided from the time the User receives access to download of the Activation Key required for use of the Software Product selected by the User for the standard period it has chosen.

10.2. Validity term hereof is equal to the period of the Software Product use chosen by the User when ordering the license. Upon expiry of the validity term this License Agreement (License) is terminated.

The rule set forth in c. 10.2 is also applied when ordering a “trial license”: upon expiry of the free period of the Software Product use set by ISPsystem this License Agreement (License) is terminated and further on the Software Product may be used only under an onerous license agreement after payment of respective fee.

11. Technical Support of the Software Product

11.1. Relations dealing with technical support of the Software Product are governed by Technical Support Reglament the text of which is placed on the Web-site of ISPsystem at http://ispsystem.com/en/support/terms_and_conditions/