ONLYOFFICE Integration Edition License Agreement This document constitutes a legal agreement ("Agreement") between Ascensio Systems Inc., Texas Corporation, with its Affiliates (hereinafter - "we", "us", "our") and you (collectively referred to as "Parties") and governs your use of ONLYOFFICE Integration Edition. By using ONLYOFFICE Integration Edition you agree to be bound by the terms and conditions of this Agreement and certify that you have full legal authority to enter into it. Definitions "ONLYOFFICE Integration Edition" means office server software provided by Ascensio Systems Inc., its source code, object code, binary codes, compiled object code as well as any related documentation in accordance with the Specification in Annex I of this Agreement. "ONLYOFFICE" means all software provided by us in accordance with the official site at www.onlyoffice.com. "Specification" means the detailed description of ONLYOFFICE Integration Edition functionality on the official site at www.onlyoffice.com. "Effective Date" means the date you have agreed to this Agreement. "End Users" means your end user customers or prospective customers and the individuals permitted by the same to use your software products and related services which ONLYOFFICE Integration Edition is integrated with. "Services" means the consulting and/or other services provided to you by Ascensio Systems Inc. according to Section 4 of this Agreement. "License Fee" and "License Fees" means your regular payment to Ascensio Systems Inc. for the right to use ONLYOFFICE Integration Edition in accordance with this Agreement. "Intellectual Property Rights" all intellectual and industrial property rights anywhere in the world, including, without limitation, any invention, patent, design or utility model rights, any copyright and trademarks, service marks, database rights, moral rights, topography rights, commercial or confidential information, know how or trade secrets, and any other rights of a similar nature whether or not any of the same are registered, and the right to apply for any of them. "Third Party Software" means the software components with open source codes included in ONLYOFFICE and licensed under following licenses' types: Apache 2.0., MPL 2.0., LGPL 3.0., GPL 3.0., MIT, BSD. "Products" means your software products and associated services. 1. Grant of License 1.1. You are hereby granted a non-exclusive, non-transferable license to use ONLYOFFICE Integration Edition for any business purpose you require including providing your End Users with a paid public SaaS solution based on it under your own brand name and/or logo in accordance with this Agreement. 1.2. We reserve all rights not expressly granted to you under this Agreement. 1.3. Nothing in this Agreement shall limit our rights to use, license, sublicense or otherwise exploit ONLYOFFICE or to permit third parties to do so. 1.4. The Third Party Software is licensed pursuant to the appropriate open source licenses. 2. Ownership 2.1. This is a license agreement and not a sales contract. We reserve all intellectual property rights to ONLYOFFICE and its original components including trademarks and related confidential information. 3. Payment and Taxes 3.1.You should pay us License Fee which gives you the right to use ONLYOFFICE Integration Edition as well as to get updates for ONLYOFFICE Integration Edition in accordance with Section 4 of this Agreement. 3.2. You are solely responsible for paying all taxes that may be chargeable in your jurisdiction in connection with the use of ONLYOFFICE. 3.3. We shall have the right to modify the amount of your License Fee for any future period. 3.4. Please note that any Fees paid under this Agreement are non-refundable. 4. Support and Updates 4.1. We provide the Services for ONLYOFFICE Integration Edition only. We do not provide support either for third-party applications or for any third-party code. 4.2. The consulting Services regarding ONLYOFFICE Integration Edition shall be available to you 7 days a week with 12 hours response time. It shall be rendered via e-mail address server@onlyoffice.com. 4.3. The Services are limited by consulting you via email and providing you with updates for ONLYOFFICE Integration Edition. 4.4. The scope of the Services under this Agreement related to ONLYOFFICE Integration Edition includes: provision of updates for ONLYOFFICE Integration Edition which may become available during 1 (one) year of the Effective Date, technical consulting services. 4.5. All the Services excluding consulting help are provided as updates to your copy of ONLYOFFICE Integration Edition. 4.6. Within the term of the Agreement we will provide you updates for ONLYOFFICE Integration Edition free of charge as they become available. However, you shall be responsible for installing any update of ONLYOFFICE Integration Edition. 4.7. We may refuse to provide the Services if either: (1) you have payment for ONLYOFFICE Integration Edition that is overdue; (2) we are not provided with all necessary information in your possession; (3) an error of ONLYOFFICE Integration Edition has occurred as a result of your negligent conduct, or your use of ONLYOFFICE Integration Edition does not follow the instructions provided in ONLYOFFICE Integration Edition package documentation; (4) you have intentionally infringed our intellectual property rights. 5. Restrictions on Use 5.1. You may not develop a derivative or competitive product or service on the basis of ONLYOFFICE Integration Edition, i.e. a product or service using similar ideas as those of components offered for integration in other commercial products. 5.2. You may not reproduce functions, features, authentic components or graphic elements of ONLYOFFICE. 5.3. You may not interfere with or disrupt the integrity or performance of ONLYOFFICE or any data contained therein. 5.4. You must not remove, obscure or interfere with any copyright, attribution, trademark notice, warning or disclaimer statements annexed to, incorporated in or otherwise applied to ONLYOFFICE. 5.5. You may not use ONLYOFFICE Integration Edition in any free Products or offer it to your End Users for free within any paid Products. 6. Term and Termination 6.1. This Agreement is valid for 1 (one) year and may be renewed by mutual written consent of both Parties. 6.2. This Agreement may be terminated at any time by mutual consent of both Parties. 6.3. This Agreement shall be deemed terminated if one of its Parties is liquidated or declared bankrupt (insolvent). 6.4. Ascensio Systems Inc. may deprive you of the right to use ONLYOFFICE Integration Edition if you do not comply with this Agreement. In latter case, you may continue to use ONLYOFFICE Integration Edition under your own brand name and/or logo and continue to permit your End Users to use ONLYOFFICE Integration Edition till the end of the business period paid by you as a License Fee. This clause 6.4 shall survive terminate of the Agreement. 7. Disclaimer of Warranties 7.1. You understand and agree that your use of ONLYOFFICE is at your sole risk. ONLYOFFICE and any related services are provided "as is" without warranty of any kind including, but not limited to, warranties of title, merchantability, fitness for any particular purpose, non-infringement, presence of errors or compatibility with other computer software or hardware. We do not warrant that ONLYOFFICE or services provided under this Agreement will meet your requirements and that operation of ONLYOFFICE will be error-free or uninterrupted. Besides, we cannot guarantee that all errors in ONLYOFFICE will be corrected. 7.2. The consequences of obtaining any data through the use of ONLYOFFICE are at your sole risk. You are solely responsible for any damage caused to your hardware or software by such data, loss or corruption of any data uploaded or downloaded through ONLYOFFICE. 7.3 We warrant and represent that: 7.3.1. We shall at all times have full capacity and authority to enter into and perform this Agreement and that it is executed by a duly authorized representative of us; 7.3.2. We have obtained and will maintain all necessary licenses, permissions, authorizations, consents, approvals and permits to enter into and perform our obligations under this Agreement; 7.3.3. We own, have obtained or shall obtain valid licenses for all Intellectual Property Rights that are necessary for the performance of our obligations under this Agreement and the use of ONLYOFFICE Integration Edition by you and your End Users; 7.3.4. ONLYOFFICE Integration Edition is and shall remain in compliance with the Specification; 7.3.5.ONLYOFFICE Integration Edition and all upgrade(s) to ONLYOFFICE Integration Edition provided or released by us shall not infringe any third party's Intellectual Property Rights. 7.4. Save as granted under this Agreement, neither Party shall acquire any right, title or interest in the other's pre-existing Intellectual Property Rights. Without prejudice to the generality of the foregoing, we shall not acquire any interest in your Products. 7.5. We warrant that your use of ONLYOFFICE Integration Edition and your End Users use of ONLYOFFICE Integration Edition and/or our performance of our obligations pursuant to this Agreement shall not infringe any Intellectual Property Rights of any third party. 7.6. We shall indemnify you in full and on demand against all claims, demands, actions, costs, expenses (including legal costs and disbursements), losses and damages arising from or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the ONLYOFFICE Integration Edition or the services. 7.7. We shall promptly notify you if any claim or demand is made or action brought against us for infringement or alleged infringement of any Intellectual Property right that may affect our supply of the ONLYOFFICE Integration Edition or its provision of the services. 8. Limitation of Liability 8.1. To the maximum extent permitted by applicable laws Ascensio Systems Inc., its subsidiaries, employees, agents and affiliates will not be liable to you or to any third party for any direct, indirect, special, incidental, consequential or exemplary damage, loss of data, damage to data, loss of profits, revenue or anticipated savings. In particular, this exclusion of liability applies to damages resulting from the inability to use ONLYOFFICE; unauthorized access to data uploaded to ONLYOFFICE, corruption or alteration of such data, your failure to protect confidential information including your login and password; acts or omissions of any third party in connection with the use of ONLYOFFICE; termination of your right to use ONLYOFFICE in accordance with this Agreement; or any other matter related to the use of ONLYOFFICE. 8.2. Your aggregate liability to us is limited to paying the License Fees that are validly due and payable. 9. Miscellaneous 9.1. This Agreement may be changed or complemented in writing upon mutual consent of both Parties. 9.2. Ascensio Systems Inc. is an independent contractor. Nothing in this Agreement can be interpreted as creating a partnership, joint venture or agency relationship between you and us. 9.3. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of the Agreement will remain in full force and effect. 9.4. This Agreement constitute an entire agreement between you and us and govern your use of ONLYOFFICE Integration Edition except and to the extent that you have entered into a separate agreement on the subject. 9.5. This Agreement supersedes any prior agreements or earlier versions of this Agreement as far as the use of ONLYOFFICE Integration Edition is concerned. 9.6. This Agreement does not affect relations between you and any third party. 9.7. Any Party may reassign or transfer its rights under this Agreement by written consent of both Parties. 9.8. UNLESS OTHERWISE AGREED IN WRITING BY GOOD, THIS AGREEMENT AND THE GOVERNING DOCUMENTS SHALL BE GOVERNED, INTERPRETED, CONSTRUED, AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF TEXAS, USA (EXCLUDING ITS CHOICE OF LAW PROVISIONS, THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS AND THE UNIFORM COMPUTER INFORMATION TRANSACTION ACT AND ANY ADAPTATION OF THIS ACT) ANY DISPUTE RELATED TO IT WILL BE RESOLVED IN ANY COURT WITH JURISDICTION LOCATED IN DALLAS COUNTY, TEXAS USA.