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License agreement

about usage of the software SphereLive ( “Sphere” ) by an Expert

edition dated 25/03/16, approved by order No 18 of the General Director of Sphere systems LLC dated 25/03/16

The Copyright holder of the software SphereLive ( “Sphere” ) - Sphere systems LLC Certificate of state registration of program for computer №2011615739


Article 1. General terms


1.1. If You don't agree with the terms of the present Agreement and/or with the part of it, You can't use the software SphereLive ( “Sphere”) further - “the software” in any form with the purpose of obtaining commercial gain.

1.2. The agreement comes into force, and becomes obligatory for You and the Copyright holder, since You accept the terms of this Agreement in accordance with clause 5.2 of this Agreement that is considered Your acceptance of the terms of this Agreement. This Agreement is valid for the entire period of Your use of the software on the terms of this Agreement. In case of completion of using the software You have to remove it.

1.3. If the terms of this Agreement contradict the legislation of Your country, the use of this software is prohibited.


Article 2. The terms


2.1. License Agreement – license contract about the terms of the software's usage SphereLive (“Sphere”) by an Expert in commercial purposes concluded between Sphere systems LLS and You, a physical person.

2.2. You are a physical person, the Expert registered owner of the User's Account in the software, possessing the full legal capacity in accordance with current legislation of the Russian Federation accepted the terms of the present Agreement and License Agreement about the usage of the software SphereLive (“Sphere”) by the User, published on the Website http://sphere-live.com (further - “Agreement with User”).

2.3. The Copyright holder – Sphere systems LLC which is the owner of exclusive rights to the software SphereLive (“Sphere”).

2.4. The software SphereLive (“Sphere”), hereinafter - the “software”, is the program product which is intellectual property of the Copyright holder intended for information exchange via the Internet on the terms of the License agreement about usage of the software SphereLive (“Sphere”) by the User and the present Agreement.

2.5. Updates – any enhancements, changes, revisions, corrections, updates and modifications of the software.

2.6. Commercial use – usage of the software by the Expert in order to profit.

2.7. The User is registered owner of the User Account in the software, who wants to listen the lecture, to get the consultation of the Expert using the software.

2.8. The audience – the users who are logged in to the software at the same time for listening of the same lecture, consultation performed by the same Expert.


Article 3. The subject of Agreement


3.1. The subject of the present Agreement is the provision by the Copyright holder to the Expert the right of commercial use of the software on the terms of the simple (non-exclusive) license which gives to the Expert an opportunity of broadcasting lectures, conducting consultations for audience with any number of users and feedback.

For the purpose of providing to the Expert the comfortable use of the software for commercial purposes, the Copyright holder attracts the paying agents for the Expert (agent service).

The Expert pays to the Copyright holder reward in the amount and the procedure established by the present Agreement.

3.2. The software is provided on the conditions “AS IS” without guarantees of performance, data safety, and other obviously expressed or expected guarantees. The Copyright holder is not responsible for causing or an ability of damnification to You, Your information or Your business as a result of the use or inability to use the software.


Article 4. License and the conditions of its issue


4.1. The copyright holder on the terms of simple (non-exclusive) license, grants to the Expert a non-transferable right of the software's use in the countries all over the world within the following limits:

* receiving of access to the latest version of the software with possibility of installation on the device of Expert;

* use of the Web-site http://sphere-live.com for receiving of Technical support;

* use of the software for conducting of consultations, lectures with Users on the terms of this Agreement, the License agreement about usage of software SphereLive ("Sphere") by the User published on the Website: http://sphere-live.com, Agreement on carrying out a paid consultation and paid lecture introduced in the software.

4.2. The Expert has no right:

* to issue sublicenses, sell, assign, give to use and rent, export, import, extend, copy, emulate, clone, decompile, disassemble, transfer or otherwise grant the rights on the software or its part to the third parties expect as described in this Agreement;

* to undertake, encourage, permit or authorize the modification, creation of similar products or improvements, translation into other languages, engineering analysis for reproductive purposes, decompilation, disassembling, decoding, emulation, violation of the integrity of the protective system, recovery or attempts to recover the source code or protocols of the software or its any parts or functionality of the software, except the cases when such actions are acceptable in accordance with the legislation;

* to delete, hide or alter any copyright notices or other notices about proprietary rights included in the software.

4.3. Any rights which are not specified directly in this Agreement as provided to the Expert, are considered as not provided.


Article 5. The conditions and order of using the software


5.1. For using the software in commercial purposes You need to receive the status “Expert” in the User Account which is already created by You. The User Account created by You during the registration in the software and does not change in case of receiving by You the status "Expert". The status of “Expert” is assigned on the concrete name, that is on the identified natural person only once regardless the number of accounts under which it can be registrated in the software. For receiving the status “Expert” You need to fill all offered fields of the Profile of the User and additional fields of the Profile of the Expert in the software's section “Profile”.

5.2. For using the software in commercial purposes under the present Agreement You must read the License agreement about usage of the software SphereLive ("Sphere") by the User and this Agreement, to accept them completely, without exception by ticking in the program window.

5.3. Immediately after the execution of registration and sending of request for receiving the status of "Expert", but not later than two working days, the Copyright holder will send on Your email address, specified by You at registration, a confirmation of Your registration or refusal. Registration is considered successful from the moment of receiving the notice on Your email.

5.4. In the software's section “Profile” the Expert independently establishes for Users tariff plans for consultations and tariff plans for lectures. These tariffs shouldn't be lower than the rate recommended in the section “Profile”

The tariff plans for consultations and lectures established by the Expert are his instructions for the Copyright holder for performing the calculation of remuneration of the Expert for the consultation/lecture which is carried out by him, on the execution of deduction of the amount of remuneration of the Copyright holder under this agreement from the money received by the Expert for the executed lectures/consultations in accordance with paragraph 6.1 of this agreements and also on giving the instructions to the payment agent about money transfer to the Expert in order described in paragraph 6.3 of this agreements.

5.5. In case of the User's address to the Expert about getting paid consultations, the Expert is obliged independently to notify the User about the conditions of its implementation; the price for consultation (paragraph 5.4 of this agreement); the date; expected time of the beginning and termination of consultation; the subject; the term and the procedure of payment; instructions of the beginning and termination of consultation.

5.6. Before the beginning of paid consultation by an ordinary call the Expert is obliged to notify the User about the beginning of paid consultation, to agree the conditions of implementation of consultation and to receive accept of the User to it by adoption of the Agreement on carrying out paid consultation in the form offered in the software. The expert starts paid consultation to the User who has expressed consent to accept completely and unconditionally the Agreement specified in this paragraph.

5.7. The conditions of implementation of paid lecture – a rate for lecture (paragraph 5.4 of this Agreement); the date of lecture, expected time of the beginning and termination; the subject; the term and order of payment; the instructions of the beginning and the termination – are independently specified by the Expert during filling a special form for each lecture. Subscribing to this lecture, the User agrees with all these conditions. Connecting to paid lecture at necessary time, the User agrees to these terms by acceptance of the Agreement to conduct the paid lecture on the form offered in the software. The Expert provides access to lecture to the User who has expressed consent to accept completely and unconditionally the agreement specified in this paragraph.

5.8. If the Expert intends to conduct the paid consultation with expanded opportunities, he has to choose independently the tariff plan of SphereLive from a range offered to him in the software. The tariff plan of SphereLive chosen by the Expert identifies opportunities of the software and restrictions. The conducting of paid lecture doesn't assume existence of restrictions in the software.

5.9. By the present Agreement the Expert assigns to the Copyright holder to keep records also control of time used by the Expert and Users for conducting of lectures/consultations; the money received by the Expert from the User for lecture/consultation; the funds accounting transferred to the Expert for executed lectures/consultations, the paid remuneration to the Copyright holder. The time during which the Expert holds lecture/consultation is considered in minutes. The form, procedure of accounting and control the Copyright holder determines independently. Accounting is kept by the Copyright holder via account appropriated to the Expert at registration in the software, in billing system of accounting of the Copyright holder.

The Expert can conduct the paid lecture/consultation during the time, for which the User have paid according to the tariff agreed between Expert and User (paragraphs 5.6. and 5.7. of the present Agreement). Hereby the Expert give the right to the Copyright holder to terminate the consultation at the moment, when the balance of User's payment will come nearer or become equal to zero.

5.10. The expert undertakes to monitor independently the money balance according to his own account on the personal User's account in the section of the software "Profile".

5.11. The Copyright holder is not a participant of legal relationship between the Expert and the User and is not a carrier of information provided by the Expert to the User in lectures/consultations. The Copyright holder is not responsible for the quality of lectures/consultations.

All acquisitions of the Expert under this agreement (paragraph 3.1 of this agreement) are final and the amounts the rewards of the Copyright holder earned in connection with use by the Expert of the software under this agreement in the sizes established by this agreement are not subject to return.

Rendering services to Users the Expert independently estimates risks, bears responsibility according to requirements and claims of Users, including for any damage or losses (direct and indirect).


Article 6. The amount of remuneration and the payment procedure


6.1. The remuneration of the Copyright holder under the present Agreement is defined by the parties of this Agreement in percentage ratio of income of the Expert for lectures/consultations taken into account the rates for consultations and lectures determined by the Expert (paragraph 5.4. of this Agreement).

The amount of remuneration of the Copyright holder is published on the Website http://sphere-live.com/ and is annexe to the present Agreement and its integral part. The amount of remuneration of the Copyright holder is considered agreed by the Parties of the present Agreement from the moment of acceptance by the Expert of this Agreement.

6.2. At the registration in the software the Expert is obliged to specify truthful and correct requisites of bank account where the Copyright holder must send the remuneration of the Expert in accordance with the conditions of the present Agreement. In case of specifying by the Expert during the registration the account in foreign bank, the Expert thereby gives his consent on receiving of remuneration in the currency of the account specified by him and on converting of the mentioned funds in the Russian bank at the rate of the Central Bank of Russian Federation and at the rate of foreign bank (if necessary) operating in this bank at the time of converting.

6.3. The Copyright holder on behalf of the Expert and at his own expense, and also on the instructions of the Expert directed on e-mail billing@sphere-live.com no later than three working days gives an order to the paying agent on transfer to the Expert fee from Users for consultations/lectures according to the details specified by the Expert in the section "Profile" at the registration minus remuneration of the Copyright holder.

A transmission of the remuneration to the Expert for executed consultations is made in rubles of the Russian Federation.

6.4. Restrictions on money transfer to the Expert are reflected on the Website http://sphere-live.com.

6.5. If the Expert receives the payment which is not related to him, he is obliged to return immediately it to the Copyright holder and the Copyright holder has the right to return it or to try to obtain its return. Also the Copyright holder can give without notice the Expert an assignment to the paying agent on transfer to the Expert of remuneration taking into account availability of the previous overpayments and/or underpayments.

6.6. If the Copyright holder has the bases to believe that the Expert acts with violation of this agreement, the Copyright holder has the right to suspend money transfer to the Expert before clarification of circumstances for period not exceeding five working days.


Article 7. Change and cancelation of the Agreement


7.1. The Copyright holder has the right to make changes to this agreement unilaterally. Changes are published on the Website of the Copyright holder at the address www.sphere-live.com and come into force from the date of publication. For significant changes, including the tariff plans of SphereLive and amount of remuneration, the Copyright holder will try to notify the Expert by sending on his e-mail the notification about changes.

You hereby agree that the usage of the software by you after the date of publication of changes is equivalent to Your obvious acceptance with the changed Agreement. If you don't agree with the changed Agreement, You should interrupt Your usage of the software within this agreement.

7.2. The Copyright holder has the right to terminate unilaterally this agreement and (or) to block the access of the Expert to the software in cases of violation of terms of this agreement by the Expert, and also in case of debt owed to the Copyright holder which is not paid within 5 days from the date of origin.

The Copyright holder is not responsible for damages (harm) arisen at the Expert in connection with the Agreement cancellation and (or) blocking of Expert's access in the software. The Copyright holder is obliged to inform You on your e-mail address the reason of Agreement cancellation and (or) blocking only upon Your written request sending on e-mail address: support@sphere-live.com .


Article 8. Responsibility


8.1. The Copyright holder doesn't bear any responsibility connected with attraction You to administrative or criminal liability for use of the software in illegal purposes with violation of this Agreement and current legislation of the Russian Federation.

8.2. The Copyright holder doesn't bear responsibility for performance of the software in case of introduction of any changes by you.

8.3. As some countries/states don't allow a disclaimer or its restriction, but allow the limitation of financial liability up to a certain amount, in that case responsibility of the Copyright holder and affiliates is limited to the amount of 50 (Fifty) euros.

8.4. To the present Agreement and all relations connected with the usage of the software is applied the law of the Russian Federation and any claims or suits following from the present agreement or use of the software, must be filed and discussed in court at the location of the Copyright holder in accordance with the legislation of the Russian Federation.

8.5. The Copyright holder can't guarantee that the software will always work without any disruptions, delays or errors. On quality of information exchange and use of the software can influence different factors (including causing failures in information exchange), including among them a condition of Your local network, a firewall, the characteristics of provider of Internet services, a condition of public Internet, the public switched telephone network and a source of the electric power. The Copyright holder is not responsible for any disruptions, disconnections or delays caused by any failures or inadequacy of these components or other factors which we don't control.

8.6. The Copyright holder is not a tax agent for the Expert. The Expert is independently responsible for payment of all taxes and expenses connected with receiving remuneration for consultations/lectures.

8.7. If from the Copyright holder authorities will need a tax of the Expert or a covering of the debt which has resulted from the Expert's refusal to pay taxes, the Expert agrees to compensate to the Copyright holder all these payments.

8.8. The fact of held on lectures/consultations is confirmed by the data of billing system of the Copyright holder's accounting (paragraph 5.9 of this Agreement) and is accepted by the parties of this Agreement, the third parties, and also courts as the proper proof. The claims concerning the service quality the Expert should send to the Copyright holder immediately after rendering low quality service/lack of service but no later than three days.

8.9. The claims of the Expert concerning the transmission of remunerations to him for consultations/lectures can be send to the Copyright holder no later than fifteen days from the moment of sending the order on transfer money to the Expert.

The claims of the Expert to the Copyright holder concerning the other questions shall be sent to the Copyright holder within a month after violation of the rights of the Expert.

In case of absence of claims within the time specified in this paragraph, the Parties consider that services are performed by the Copyright holder in favor of the Expert in proper amount, proper quality and with following of fixed terms.

The claims must be filed on the e-mail address support@sphere-live.com.


Article 9. Confidentiality and personal data


9.1. When You communicate with other Users in the software, you understand that these Users can use, store, display, record, broadcast, play, transfer Your information without compensation to You. The Copyright holder cares about Your confidentiality. Please read the Confidentiality statement and Agreement on handling of personal data of Users (posted on www.sphere-live.com.) specifying what data we receive from You and Your devices and how we use these data.

9.2. The Expert agrees on handling of his personal data by the Copyright holder provided at registration including: surname, name, middle name, e-mail address, contact phone number and other data. This consent is valid indefinitely, the storage period of personal data of the Expert is not limited.

The handling of personal data is an implementation of any actions concerning personal data of the Expert which are necessary or desirable for execution of this Agreement, including (without limitation) the collection, systematization, accumulation, storage, clarification (update, change), use, distribution (including transfer to the third parties, depersonalization, blocking, cross-border transfer of personal data), and also implementation of any other actions with personal data stipulated by the current legislation of the Russian Federation.

9.3. As a result of failure, technical defects, acts of the third parties, including (but not limited) virus or hacker attack, the data of the Expert posted in the software can become available to the third parties. The Expert realizes it and undertakes not to impose requirements to the Copyright holder concerning losses (damage) arising in connection with it.

9.4. The Expert agrees for storage of personal data on the Copyright holder's server; for sending to the Expert the information about services, news of the Copyright holder and (or) the partners of the Copyright holder.

9.5. The Copyright holder undertakes to make all efforts for ensuring confidentiality of the data specified by the Expert at registration for the entire period of its presence on the Copyright holder 's server.

9.6. In all the cases which are not specified in this Agreement, the Parties are governed by the License Agreement about usage of the software SphereLive ("Sphere") by the User published on the Website http://sphere-live.com, concluded during Your registration as the User.