License Agreement

MIRRO Limited Liability Company (the "Licensor"), represented by Director Denis Dmitrievich Gorbov acting under the Charter, offers any legal entity, individual entrepreneur, or individual (the "Licensee") the opportunity to enter into this License Agreement (the "Agreement") by fully and unconditionally accepting its terms in accordance with Article 438(3) of the Civil Code of the Russian Federation.

Acceptance takes place when the Licensee starts using the software and pays the applicable fee. From that moment, the Licensee becomes a party to this Agreement and acquires the rights and obligations described below. This English text is provided for convenience. If it differs from the Russian version, the Russian version prevails.

1.1. Offer means this public proposal by the Licensor to enter into a license agreement.

1.2. Acceptance means the Licensee's full and unconditional acceptance of this Agreement. Starting to use the Software and paying the applicable fee constitutes acceptance.

1.3. Software means the Tell'em software, including a Telegram Web App online store and a CRM system for managing products and services, customer data, statistics, and analytics.

1.4. User means an individual, legal entity, or individual entrepreneur using the Software.

1.5. Account means the protected part of the Software created for a specific User.

1.6. Plan means the set of Software features available to the Licensee for a fee.

1.7. Terms not defined here are interpreted under the laws of the Russian Federation and, where applicable, according to their generally accepted meaning.

2.1. For the applicable fee, the Licensor grants the Licensee a non-exclusive, non-transferable right to use the Software within its intended functionality and during the paid subscription period.

2.2. The Software may include a Telegram Web App online store, CRM tools, product and service management, customer segmentation, communication tools, statistics, and analytics.

2.3. Exclusive rights to the Software, its source code, design, databases, trademarks, and other protected elements remain with the Licensor or their lawful owners.

2.4. The Licensee receives no right to sell, sublicense, distribute, copy, reverse engineer, decompile, or otherwise exploit the Software beyond the rights expressly granted by this Agreement and mandatory law.

3.1. Access is provided remotely through the Internet after account creation, acceptance of this Agreement, and payment where required.

3.2. The Licensee is responsible for the accuracy of registration information, the security of credentials, and all actions performed through its Account.

3.3. The Licensee must use supported devices, browsers, communication channels, and Internet access at its own cost.

3.4. The Licensor may update the Software, change its interface, improve features, correct errors, and perform maintenance, provided that the essential paid functionality is not unreasonably reduced.

3.5. Scheduled or emergency maintenance may temporarily limit access. The Licensor will take reasonable measures to restore service promptly.

4.1. The Licensor may suspend or terminate access if the Licensee breaches this Agreement, fails to pay, violates applicable law, threatens the security or stability of the Software, infringes third-party rights, or uses the Software for unlawful communications.

4.2. Where practical, the Licensor may notify the Licensee and allow a reasonable period to remedy the breach. Immediate suspension is permitted where delay may cause harm or violate the law.

4.3. Suspension does not release the Licensee from payment obligations that arose before suspension.

5.1. The Licensor shall provide access to paid functionality, maintain the Software, provide reasonable technical support, and protect information in accordance with applicable law and the Privacy Policy.

5.2. The Licensor may engage contractors, hosting providers, communication services, and other processors where necessary to operate the Software.

5.3. The Licensor may send service notices about accounts, security, billing, maintenance, and material changes to the Agreement.

5.4. The Licensor may use anonymized and aggregated statistics to improve the Software, evaluate performance, and develop new functionality.

6.1. The Licensee may use the Software within the selected Plan, receive technical support, and request information about the operation of the service.

6.2. The Licensee shall provide accurate information, pay fees on time, keep credentials confidential, comply with the law, and immediately report suspected unauthorized access.

6.3. The Licensee is responsible for having lawful grounds to upload and process customer data and to send marketing or service messages through connected channels.

6.4. The Licensee shall not upload malicious code, attempt unauthorized access, disrupt the Software, bypass technical restrictions, or use the Software to distribute unlawful, misleading, or unsolicited content.

6.5. The Licensee independently determines the content, recipients, timing, and legal basis of campaigns and is responsible for compliance with advertising, privacy, consumer protection, and communications laws.

7.1. Fees are determined by the selected Plan, invoice, order form, or current information published by the Licensor.

7.2. Unless stated otherwise, fees are paid in advance and do not include taxes that the Licensee must pay under applicable law.

7.3. The Licensor may change prices for future billing periods by giving notice through the Software, website, or email. Continued use after the effective date constitutes acceptance of the new price.

7.4. Paid fees are non-refundable except where required by law or expressly agreed by the Licensor.

8.1. Technical support is provided through the contact methods published on the website or inside the Software.

8.2. Response times depend on the nature and severity of the request. The Licensor does not guarantee immediate resolution where the issue depends on third-party services, the Licensee's equipment, or external communication channels.

9.1. Personal data and other information are processed under the Tellem Privacy Policy and applicable law.

9.2. Each party shall implement reasonable organizational and technical safeguards and shall use personal data only for lawful and documented purposes.

9.3. The Licensee remains responsible for notices, consents, instructions, and other legal grounds required for data uploaded to the Software.

10.1. This Agreement takes effect upon acceptance and remains in force while the Licensee uses the Software or has outstanding obligations.

10.2. The Licensor may update this Agreement by publishing a new version. Changes take effect on the date stated in the publication or notice.

10.3. If the Licensee does not accept a material change, it must stop using the Software before that change takes effect.

11.1. Each party is liable for breach according to this Agreement and the laws of the Russian Federation.

11.2. The Software is provided on an as-available basis. The Licensor does not guarantee uninterrupted operation of third-party networks, platforms, messaging channels, payment systems, or hosting infrastructure outside its control.

11.3. To the extent permitted by law, the Licensor is not liable for indirect losses, lost profits, loss caused by inaccurate Licensee data, unlawful campaigns, compromised credentials, or actions of third parties.

11.4. The Licensor's aggregate liability is limited to the fees paid by the Licensee for the three months preceding the event giving rise to the claim, unless mandatory law requires otherwise.

11.5. The parties shall first attempt to resolve disputes through a written claim. If no settlement is reached, the dispute shall be heard by the competent court at the Licensor's location, subject to mandatory jurisdiction rules.

12.1. Each party represents that it has the legal capacity and authority to enter into this Agreement.

12.2. The Licensee represents that its use of the Software, customer data, offers, and communications complies with applicable law and does not infringe third-party rights.

13.1. Notices may be sent through the Account, by email, or through contact details provided by the parties.

13.2. If any provision is held invalid, the remaining provisions remain effective.

13.3. Failure to enforce a right does not waive that right.

13.4. The Licensee may not assign this Agreement without the Licensor's written consent. The Licensor may assign it as part of a reorganization, transfer of the Software, or transfer of the relevant business.

13.5. This Agreement is governed by the laws of the Russian Federation.

MIRRO LLC
Director: Denis Dmitrievich Gorbov
Taxpayer Identification Number (INN): 6321357959
Primary State Registration Number (OGRN): 1146320016622
Office: 163A Yuzhnoye Highway, floor 3, room 30, Tolyatti, Russian Federation.