License Agreement in the Form of a Public Offer
PanDev LLP | BIN: 230140037871 | Version dated February 09, 2026
This License Agreement in the form of a Public Offer (hereinafter — the Agreement), in accordance with paragraph 5 of Article 395 of the Civil Code of the Republic of Kazakhstan, constitutes a public offer (oferta) of the Limited Liability Partnership «PanDev», BIN 230140037871 (hereinafter — the Licensor), addressed to an indefinite number of persons for the purpose of granting a Non-Exclusive License and other related services (hereinafter — the Services).
This Agreement governs the general terms and conditions for the provision of a Non-Exclusive License and other related services by the Licensor to persons (natural persons, individual entrepreneurs, and legal entities regardless of the form of ownership) who have accepted the terms of this Agreement (hereinafter — the Licensee).
The terms of the Agreement are established by the Licensor unilaterally in accordance with the legislation of the Republic of Kazakhstan and are accepted by the Licensee solely by adhering to the Agreement in its entirety.
The performance of conclusive acts (conduct) by the Licensee shall constitute the Licensee's unconditional acceptance of the terms of the Agreement and adherence thereto in full.
The fact of the Licensee's adherence to and acceptance (acceptance) of the terms of this Agreement shall be deemed to have occurred upon the Licensee's performance of the following conclusive acts — registration on the Licensor's platform (https://workspace.pandev.io/auth), and, upon subsequent amendments to the Agreement, payment of the Licensor's remuneration after the new version of the Agreement has been posted on the Licensor's website (Article 396, paragraph 3 of the Civil Code of the Republic of Kazakhstan).
1. Terms and Definitions
1.1. "Software Product" (Software) — the software "PanDev Metrics", including any updates, patches (bug-fixes), plugins and add-ons, available on the Licensor's Website, integrated with the Licensee's systems and enabling the generation of metrics, reports, and other functionally available indicators. The description of the Software Product's features and tools is available on the Website at https://pandev.io/ru (hereinafter — the Website). All rights to the Software Product and its components, individually and collectively, belong to the Licensor in full. No provision of this Agreement may be construed as a transfer (assignment) of exclusive rights to the Software Product to the Licensee or as permission to use it in any manner not provided for in this Agreement.
1.2. "License" (License) — a simple (non-exclusive), non-transferable, and non-sublicensable license to use the Software Product granted by the Licensor. The grant of the License under this Agreement means the provision of remote access to the functional capabilities of the Software Product (SaaS) via the Internet.
1.3. "License Term" (License Term) — the period of validity of the License, upon expiration of which access to the Software Product is fully terminated for the Licensee.
1.4. "Rates" (Tariffs) — the Licensor's price list, available at https://pandev.io/ru in the "Pricing" section, which determines the amount of the license fee and the paid functionality of the Software Product provided in exchange. The Licensor shall have the right to establish special Rate conditions as set out in a commercial offer or separate agreements sent to and executed by the Parties.
1.5. "Users" (Authorized Users) — employees or persons authorized by the Licensee to access the Software Product and included in the license metric.
1.6. "Licensee's Developer" (Customer Developer) — an active user of the Licensee's infrastructure in respect of whom data is collected, analyzed, and/or displayed within the Software Product for the purposes of objectively measuring their performance.
1.7. "Support" (Support Services) — technical assistance and consultations, including error resolution.
1.8. "Response Time" (Response Time) — the maximum period for the Licensor to respond to a Licensee's inquiry via Telegram — 1 (one) business day.
1.9. "Support Channel" (Support Channel) — the Telegram chat or other agreed means of communication used for receiving and processing the Licensee's requests.
1.10. "Reverse Engineering" (Reverse Engineering) — the study of the Software Product in whole or in part, as well as its documentation, for the purpose of reproducing a similar product.
1.11. "Billing Period" (Billing Period) — the calendar month for which the cost of the License is calculated.
1.12. In the Parties' calculations, the term "month" shall mean 30 calendar days, and the term "year" shall mean 365 days.
1.13. Other terms shall be interpreted in accordance with the legislation of the Republic of Kazakhstan.
2. Subject Matter of the Agreement
2.1. The Licensor, being the rightsholder and owner of exclusive rights to the software product "PanDev Metrics", and having the exclusive right to distribute the Software Product "PanDev Metrics", grants to the Licensee the right to use the Software Product and its functionality under a simple (non-exclusive) license, within the scope and on the terms provided for in this Agreement; while the Licensee undertakes to use the Software Product in accordance with the terms of this Agreement and to pay the license fee for such use in accordance with the selected Rate and additional options.
2.2. The Licensor shall provide technical support (Support), including rectification of technical errors in the Software Product itself, if any, in the manner and to the extent determined by this Agreement.
2.3. The collection, storage, use, and protection of personal data are governed by a separate document — the "Personal Data Processing Policy" (hereinafter — the Policy), published on the Website. The Policy is an integral part of this Agreement, and the Licensee confirms its acceptance of the Policy at the time of accepting this Agreement.
2.4. Accordingly, the Agreement consists of:
2.4.1. "License Agreement" — permanently published in the public domain on the Licensor's Website.
2.4.2. "Personal Data Processing Policy" — permanently published in the public domain on the Licensor's Website.
3. Registration
3.1. Registration shall be deemed completed at the moment the Licensee submits the completed electronic form to the Licensor via the Website's functionality.
3.2. Prior to submitting the electronic form, the Licensee must read the provisions of the Agreement. By submitting the electronic form, the Licensee confirms that the terms of the Agreement are understood and accepted in full.
3.3. The Licensee and the person authorized by the Licensee to complete Registration and fill in information in the Personal Account represent and warrant that they act in good faith, and in particular that:
3.3.1. The personal data provided during Registration and in the Personal Account is current, accurate, and does not belong to a third party. The Licensee warrants that all necessary consents for data processing have been obtained in cases where the personal data of authorized persons is provided to the Licensor.
3.3.2. If, at the time of Registration, a person acts on behalf of the Licensee — a legal entity or individual entrepreneur — such person warrants that they possess the necessary authority to accept the Agreement. Acceptance of the Agreement does not require approval from the Licensee's governing bodies, and the Agreement is concluded within the ordinary course of the Licensee's business activities.
3.4. The Licensor shall have the right to request from the Licensee confirmation of the Licensee's authority (a copy of a power of attorney or a copy of a document confirming the authority to enter into transactions on behalf of a legal entity without a power of attorney) and, in the event of non-provision, to restrict access to the System until the relevant document is received.
4. Scope and Activation of the License
4.1. The Licensor grants to the Licensee the right to use the Software Product under a simple (non-exclusive), non-sublicensable, and non-transferable License within its functional capabilities by connecting to the Software Product via the Internet.
4.2. The Licensor grants the Licensee the ability to use the Software Product on a paid basis (with access to paid functionality) or on a free-of-charge basis with limited functionality, depending on the mode of use and/or the Rate selected by the Licensee.
4.3. Use of the Software Product within the free (limited) functionality does not exempt the Licensee from compliance with the terms of this Agreement. Licensees using the Software Product without paying a license fee shall have the same obligations, responsibilities, and restrictions as Licensees using the paid functionality, except for rights directly associated with the scope of the paid functionality.
4.4. Access to the paid functionality of the Software Product is granted to the Licensee from the date of receipt of the license fee. In the event of any access problems, the Licensee must immediately contact the Licensor to identify and resolve the causes preventing access. If the relevant request from the Licensee is not received within 5 (five) business days from the date of payment, access shall be deemed duly provided.
4.5. Access to the Software Product shall terminate upon exhaustion of the license fee paid by the Licensee.
4.6. The License Term (period of validity of the License) is determined by the "License Term" section of this Agreement.
4.7. The License is granted for the duration of the License Term and includes the right to use all functionality of the Software Product in accordance with its intended purpose, including the use of the functional capabilities embedded in the product, under the terms set forth in this Agreement.
4.8. The Licensee is prohibited from:
4.8.1. transferring, selling, leasing, providing for use to third parties, or otherwise distributing the Software Product (including to partners, contractors, clients, etc.) unless otherwise agreed in a separate written agreement with the Licensor;
4.8.2. granting third parties access to the Software Product via remote connections, APIs, or other technical means;
4.8.3. modifying, adapting, altering, localizing, or otherwise making changes to the Software Product, including its user interface, database structure, data processing logic, or other components;
4.8.4. creating derivative products based on the Software Product or cracking images;
4.8.5. performing Reverse Engineering, including but not limited to:
- decompilation, disassembly, decryption, code analysis;
- reconstruction of source code, algorithms, architecture, or operational logic of the product;
- analysis for the purpose of copying, reproducing, or creating functionally equivalent solutions.
The prohibition on Reverse Engineering applies regardless of the purpose for which it is performed.
4.8.6. incorporating the Software Product into other software solutions, platforms, or services intended for distribution to third parties.
5. Support
5.1. Support includes the Licensor's services specified in this Agreement. The cost of the Licensor's services within the scope of Support is included in the cost of the License.
5.1.1. Consulting on the use of the Software Product;
5.1.2. Resolution of technical errors in the Software Product itself, if any;
5.1.3. Providing technical feedback in response to the Licensee's inquiries, including recommendations, instructions, and explanations related to the operation of the Software Product.
5.2. The Licensor shall provide feedback on the Licensee's technical support requests within one business day from receipt of the request via the agreed communication channel. The resolution time for a technical support request shall be determined by agreement with the Licensee.
5.3. Support is provided remotely during the Licensor's business hours via the Telegram messenger (or another channel agreed upon by the Parties). A request shall be deemed received at the moment of its delivery to the Licensor through the specified channel during business hours.
5.4. Support does not extend to incidents caused by actions of third parties, improper use, or use of the Software Product outside the conditions provided for in this Agreement, or in violation of the product usage rules published on the platform at: https://pandev.io/ru
6. Rights and Obligations of the Parties
6.1. Under this Agreement, the Licensor undertakes to:
6.1.1. Grant the Licensee the License to the Software Product during the License Term.
6.1.2. Provide Support to the Licensee in the form of consultations on the use of the Software Product, diagnosis and resolution of product errors (bug-fixes) at its own expense, and timely feedback through the Support Channel in accordance with the Response Time and the Licensor's procedures.
6.1.3. Ensure a Response Time to the Licensee's requests of no more than one (1) business day from the time of receipt. The response may include: diagnostic information, recommendations, or a reasonable proposal for the timeline for resolution and further actions if an immediate solution is not possible.
6.1.4. No later than within 5 (five) calendar days after the end of each billing period, provide the Licensee with a Certificate of Completion and an Invoice, drawn up in accordance with the requirements of the legislation of the Republic of Kazakhstan.
6.1.5. Comply with the legislation of the Republic of Kazakhstan, the rules of the Corporate Foundation "International Technology Park of IT Startups 'Astana Hub'" in the field of confidentiality and personal data protection when performing obligations under this Agreement.
6.2. The Licensor shall have the right to:
6.2.1. Modify or release updates to the Software Product, add new features or functional capabilities that enhance its performance or otherwise improve its characteristics, or remove relevant functionality.
6.2.2. Suspend the License in the event of a breach of its obligations by the Licensee until such breach is remedied.
6.2.3. Terminate the Agreement unilaterally and out of court, having notified the Licensee thereof 30 (thirty) calendar days in advance.
6.2.4. Engage third parties (subcontractors) to perform obligations under this Agreement without the additional consent of the Licensee, while remaining fully liable to the Licensee for their actions.
6.2.5. Create anonymized (de-identified) statistical data on the basis of the Licensee's data that does not allow identification of the Licensee or its employees. Exclusive rights to such anonymized data and the results of its analysis belong to the Licensor and may be used by the Licensor indefinitely for the purpose of improving the Software Product, training algorithms, and analytical purposes. In the event of termination of the Agreement, the Licensor undertakes to discontinue access to the Licensee's Data but shall have the right to retain archival copies thereof in anonymized form.
6.2.6. The Licensor and its affiliated entities shall have the right to inform third parties that the Licensee is a client/partner of the Licensor. For the purposes of identifying the Licensee as a client/partner, the Licensee grants consent (provides a right) for the Licensor to use the Licensee's trademarks (service marks) and logos free of charge by placing them on the Licensor's website and other resources, in publications, banners, stands, and other marketing materials. Consent is granted without territorial restrictions until it is withdrawn. The Licensee warrants that granting this consent does not violate the rights of third parties.
6.2.7. In the event that the Licensee provides a review and/or article about the Licensor's activities or the experience of using the Software Product, the Licensee grants consent (provides a right) for the Licensor to use such materials free of charge without territorial restrictions until consent is withdrawn, in any manner permitted by law. If the review or article contains personal data of the Licensee's representatives (including as authors) and/or their images, the Licensee warrants that the necessary consents for the Licensor to use the images of the Licensee's representatives have been obtained.
6.3. The Licensee undertakes to:
6.3.1. Pay the license fee in a timely and complete manner in accordance with the terms of this Agreement and primary accounting documents (Certificates of Completion, Invoices).
6.3.2. Within the timeframe established by the Licensor, provide the necessary data, information, documentation, exclusively to the extent relating to the subject matter of this Agreement and the Software Product, and access to the Licensee's information and computing network, only to the extent objectively necessary for the performance of the Agreement. All required data shall be provided upon request by the Licensor addressed to the Licensee's representative. The Licensor shall not be entitled to request information unrelated to the provision of the License, implementation, operation, and maintenance of the Software Product.
6.3.3. Ensure that its employees and authorized persons using the Software Product comply with the rules governing its use.
6.3.4. Bear independent responsibility for compliance with legal requirements in the field of personal data processing, since the Licensee independently determines the volume and categories of data uploaded to the Software Product. If personal data of third parties is uploaded to the Software Product, the Licensee shall also independently bear responsibility for compliance with the legal requirements in the field of personal data processing.
6.3.5. Ensure the security of logins, passwords, access keys, and other means of authorization for Users, including in cases of their transfer to third parties in the interests of the Licensor.
6.3.6. Use the Software Product and Personal Account strictly for their intended purpose, without modifying the code, design, structure, or functional blocks, etc.
6.3.7. Notify the Licensor in writing of any identified malfunctions or improper operation of the Software Product via the Support Channel.
6.3.8. Refrain from transferring the use of the Software Product to persons who are not Users (see Terms and Definitions), including transfer to third parties for use.
6.3.9. Comply with all conditions set out in Clause 5.3 of this Agreement, as the Parties acknowledge that a breach by the Licensee of any of the obligations mentioned in that clause shall constitute a material breach of this Agreement within the meaning of Article 401 of the Civil Code of the Republic of Kazakhstan.
6.4. The Licensee shall have the right to:
6.4.1. Use the Software Product from the moment the Licensor confirms receipt of the license payment and completion of Registration. The Licensor's obligations to provide a non-exclusive license shall be deemed fulfilled from the moment access to the Software Product is granted to the Licensee.
6.4.2. Monitor the proper performance by the Licensor of its obligations under this Agreement without interfering in the Licensor's internal organizational and technical processes.
6.4.3. Refuse to use the Software Product unilaterally and out of court by ceasing to pay the fee for the next unpaid period.
6.4.4. In the event of identification of improper performance of obligations by the Licensor — notify the Licensor thereof in writing, after which the Licensor shall be obliged to take reasonable and necessary measures to remedy the identified breaches within the timeframe agreed upon by the Parties.
7. Terms and Procedure for Payments
7.1. For the grant of the right to use the paid functionality of the Software Product, the Licensee shall pay the Licensor a license fee. The amount of the license fee is determined based on the Rate and/or Additional Options selected by the Licensee as specified on the Licensor's Website, and is payable in the form of a 100% advance payment prior to commencing use of the applicable paid functionality. Amounts paid by the Licensee are credited to the Licensee's Personal Account.
7.2. All Rates and prices for Additional Options on the Licensor's Website are quoted in US Dollars (USD). If payment is made in another currency, the conversion shall be carried out by the payment system, issuing bank, or other financial intermediary such that the license fee actually credited to the Licensor corresponds to the license fee amount in US Dollars specified for the selected Rate and/or Additional Options. All costs, commissions, exchange rate differences, and other charges associated with currency conversion and fund transfers shall be borne by the Licensee.
7.3. In the event of incomplete payment of the license fee, including due to deduction of commissions, application of an unfavorable exchange rate, or other actions by payment intermediaries, the Licensee's payment obligation shall be deemed unfulfilled. In such a case, the Licensor shall be entitled to suspend or withhold access to the paid functionality until the full amount of the license fee in US Dollars has been received.
7.4. The license fee shall be paid by a method that allows identification of the Licensee, using payment systems, internet acquiring services, or via bank transfer based on an invoice issued by the Licensor. The Licensee's payment obligation shall be deemed fulfilled exclusively from the moment the funds are credited to the payment system's account or to the Licensor's settlement account. The processing time for funds may be up to 3 (three) banking days and is independent of the will and actions of the Licensor.
7.5. The Licensor is not a payment infrastructure operator and does not control the operation of payment systems, banks, processing centers, or other third parties involved in the execution of payments. The Licensor shall not be liable for temporary unavailability, technical failures, errors, delays, payment refusals, blocking of transactions, refunds, or other disruptions in the operation of such systems. In the event of any problems related to the processing of a payment, the Licensee undertakes to independently resolve such issues with the respective payment system, bank, or other financial intermediary.
7.6. If the Licensor issues an invoice for the license fee, such invoice shall be paid by the Licensee within no more than 10 (ten) calendar days from the date of issuance, unless a different period is specified in the invoice itself. If the invoice is paid after the specified period, currency conversion shall be carried out at the exchange rate applicable on the date of actual payment, with the Licensee bearing the full risk of exchange rate fluctuations.
7.7. Upon activation of a recurring (periodic) payment, the Licensee unconditionally consents to the automatic debiting of funds from the Licensee's bank card or other payment instrument in the amount of the license fee for the corresponding billing period. The Licensee shall bear independent responsibility for the currency and adequacy of funds on the payment instrument in use.
7.8. The Parties agree that a third party may act as the payer under this Agreement. In such case, the Licensee shall bear full responsibility for the actions of such payer and shall ensure that the payment reference contains information that unambiguously identifies the Licensee. The absence or incorrectness of such information shall not be regarded as proper performance of the payment obligation.
7.9. The Licensee shall have the right to unilaterally change the Rate in use and/or the composition of Additional Options through the Personal Account. A change of Rate shall take effect from the moment the relevant action is confirmed and the license fee in the new amount is paid, unless otherwise provided by the specific Rate conditions.
7.10. In the event the limits established by the selected Rate are exceeded (including but not limited to the number of users, developers, volume of functionality use, or other indicators), the Rate and/or Additional Options shall automatically be changed to the corresponding Rate with a higher cost. The Licensor shall have the right to recalculate the license fee, and the Licensee undertakes to pay the resulting difference.
7.11. Upon a change of Rate and/or the connection, modification, or disconnection of Additional Options, the period of access to the paid functionality of the Software Product shall be adjusted proportionally to the payment made, without requiring the execution of additional agreements.
8. License Term
8.1. The Agreement enters into force on the date of acceptance and is valid for 1 (one) year. If, within 30 (thirty) business days prior to the expiration of the Agreement, neither Party notifies the other Party in writing of the termination of the Agreement, the term of the Non-Exclusive License shall be deemed extended for 1 (one) year. The number of extensions is unlimited.
8.2. The Licensor shall have the right to unilaterally terminate the Agreement and/or block the Licensee's access to the Software Product in the event of a breach by the Licensee of the Agreement's terms, including in relation to payment, as well as violations of the current legislation of the Republic of Kazakhstan, the legislation of the place of state registration, and the place of the Licensee's activities. The Licensor shall not be liable for losses incurred by the Licensee in connection with the termination of the Agreement and/or blocking of access to the Software Product due to a violation of law. In such case, the Licensor shall send the Licensee a notice of unilateral termination of the Agreement 24 (twenty-four) hours before the termination.
8.3. The Licensor shall have the right to unilaterally and out of court terminate the Agreement by sending the Licensee an email notification of its intention at least 30 (thirty) calendar days before the intended date of termination. However, in this case, the license fee paid by the Licensee for the period of access to the Software Product unused as of the date of termination shall not be refunded, since the Licensor has fully performed its obligations to provide access to the Software Product as set out in this Agreement.
9. Warranties
9.1. The Licensee confirms and warrants the following:
9.1.1. The Licensee has all necessary authority to enter into, perform, and comply with the terms of this Agreement.
9.1.2. The Licensee shall use the Software Product exclusively within the scope of its business activities and only for purposes not contrary to this Agreement.
9.1.3. The Licensee acknowledges the exclusive rights of the Rightholder (Licensor) to the Software Product and undertakes to refrain from any actions that may result in the infringement of such rights, including attempts to register its own rights or claims to the Software Product.
9.1.4. The Licensee ensures an adequate level of information security, including protection against unauthorized access, copying, and distribution of the Software Product to third parties.
9.1.5. The Licensee has obtained consents from the Licensee's Developers for the collection, processing, storage, and transfer, including express consent to cross-border transfer, of their personal data to the extent sufficient for the implementation of the Software Product's functionality.
9.1.6. All actions performed by the Licensee, its employees, authorized representatives, and/or other persons who have obtained access to the License as a result of actions/inactions of the Licensee shall be deemed to be actions performed by the Licensee itself. The Licensor shall not be liable for the consequences of such actions.
9.2. The Licensor confirms and warrants the following:
9.2.1. The Licensor holds all rights to the Software Product and is authorized to enter into and perform the terms of this Agreement.
9.2.2. The availability and operability of the Software Product on a daily basis.
9.2.3. In the event of a breach of the guaranteed availability level, the sole and exclusive liability of the Licensor shall be the accrual to the Licensee of bonus access days (Service Credits) for the paid period, proportional to the downtime. The Parties have agreed that monetary compensation for downtime is not provided.
10. Liability of the Parties
10.1. The Parties shall be liable for non-performance or improper performance of their obligations under this Agreement in accordance with the current legislation of the Republic of Kazakhstan.
10.2. The Licensor shall not be liable for: (1) the dissemination of any information and any harm caused by a User to third parties through the use of the Software Product; (2) the results of the use of the Software Product by the Licensee and the actions of third parties (Licensee's Developers); (3) violation of the legislation of the Republic of Kazakhstan on personal data with respect to the Licensee's Developers, if such violation results from a breach by the Licensee of the warranties established under this Agreement.
10.3. The Licensor's liability shall in any case be limited to the amount received under the Agreement. The Licensor shall under no circumstances be liable for lost profits or indirect losses.
10.4. The Licensee shall be liable for the accuracy of any information transmitted to the Licensor. The Licensee shall independently bear responsibility for the infrastructure provided (development system, quality assurance system, and production system), as well as for the technical serviceability of hardware, uninterrupted network operation, and the overall infrastructure of the Licensee.
10.5. The Parties shall not be liable for partial or complete loss of information on electronic media as a result of mechanical damage to equipment, unauthorized access, or other possible internal system and equipment failures that occurred through no fault of theirs.
10.6. Without the prior written consent of the Licensor, the Licensee shall not, directly or indirectly, solicit for employment or engage any of the Licensor's specialists during the term of the Agreement and for 3 (three) years after the completion of services or termination of the Agreement. For a breach of this obligation, the Licensee shall be subject to a penalty in the amount determined in Kazakhstani tenge equivalent to 25,000 (twenty-five thousand) Euros at the exchange rate of the National Bank of the Republic of Kazakhstan on the date of payment, for each instance of such breach.
10.7. For a breach by the Licensee of the conditions set out in Clause 3.6 of the Agreement, the Licensee shall be subject to a penalty in the amount determined in Kazakhstani tenge equivalent to 25,000 (twenty-five thousand) Euros at the exchange rate of the National Bank of the Republic of Kazakhstan on the date of payment, for each instance of such breach.
10.8. The Software Product is provided to the Licensee "as is" (as is), in accordance with the generally accepted principle in international practice. Under this Agreement, the Licensor shall not be liable for issues arising during the installation, updating, support, and operation of the Software Product (including compatibility issues with other software products (packages, drivers, etc.), discrepancy between the results of use of the Software Product and the Licensee's expectations, etc.). The Licensee must understand that it bears full responsibility for any possible negative consequences caused by incompatibility or conflicts between the Software Product and other software products installed on the Licensee's computer or other device.
10.9. The Licensor shall not be liable for the inability to use the Software Product and/or its individual Additional Options for reasons attributable to the actions or inactions of the Licensee or third parties, including but not limited to improper use of means of individualization, provision of false documents, and other such actions, as well as in cases where access to the Software Product is restricted due to the Licensee's lack of access to the Internet.
10.10. The Licensee shall independently bear responsibility for the security of its login and password and for losses that may arise due to their unauthorized use.
10.11. The Licensor does not initiate or control the placement by the Licensee within the Software Product of any information (including personal data of third parties), does not influence its content or volume, and therefore is not in a position to assess whether such information and its placement in the Software Product violates the provisions of applicable legislation. The Licensee shall independently bear responsibility for such information and the decision to place it in the Software Product.
10.12. The Licensor shall not be liable for losses of the Licensee or third parties incurred in connection with the use of the Software Product, including if any corporate decisions of the Licensee were made as a result of the use of the Software Product. Any information, metrics, and other indicators reflected in the Software Product are interpreted and used by the Licensee exclusively for its own purposes and at its own discretion. The Software Product does not provide any binding recommendations and bears no liability for decisions made by the Licensee or its affiliated entities on the basis of such indicators and/or recommendations.
11. Force Majeure
11.1. Neither Party shall be liable for the complete or partial non-performance of its obligations under this Agreement if such non-performance results from the occurrence of force majeure circumstances arising after the conclusion of this Agreement, of an extraordinary, unavoidable, and unforeseeable nature, beyond the reasonable control of the relevant Party, and directly affecting the performance of obligations under this Agreement.
11.2. Such circumstances include, in particular: natural disasters (fires, floods, earthquakes, and other natural calamities), acts of military aggression, mass riots, epidemics, pandemics, actions of governmental authorities (including restrictions, prohibitions, and moratoria), cyberattacks, disruptions in energy and communications supply, provided that the specified events have directly affected the ability to perform obligations.
11.3. In the event of force majeure circumstances, the Party for which performance of obligations has become impossible shall notify the other Party thereof in writing immediately, but no later than 5 (five) business days from the occurrence of such circumstances. Confirmation of force majeure shall be an official notice or certificate issued by an authorized governmental body or other competent institution at the location of such circumstances. The said document shall be provided within 30 (thirty) calendar days from the date of notification.
11.4. For the duration of the force majeure circumstances, the performance of obligations under this Agreement shall be suspended. The term for performance of the Parties' obligations shall be extended for the period of such circumstances, as well as for a reasonable period for eliminating the consequences of their impact.
11.5. If the force majeure circumstances and/or their consequences continue for more than 60 (sixty) calendar days, either Party shall have the right to unilaterally terminate this Agreement by sending written notice to the other Party no less than 10 (ten) calendar days before the intended date of termination. In the event of such termination, the Parties undertake to carry out mutual settlements within a reasonable time.
11.6. The occurrence of force majeure circumstances shall not release the Parties from the obligation to interact in good faith with the aim of minimizing the consequences of such circumstances, including seeking temporary or alternative methods of performing the Agreement, if permissible under its terms.
12. Intellectual Property Rights
12.1. The Software Product is the result of intellectual activity and the object of the Licensor's exclusive rights, which are governed and protected by the intellectual property legislation of the Republic of Kazakhstan and the norms of international law.
12.2. The algorithms and source codes of the Software Product (including parts thereof) constitute the Licensor's trade secret. Any actions in respect of the Software Product that are not identified in this Agreement as lawful and non-infringing of the Licensor's rights shall be deemed unlawful and regarded as a violation of the Licensor's rights, which shall constitute sufficient grounds for the termination of this Agreement and submission of a claim aimed at protecting the Licensor's infringed rights.
12.3. The Intellectual Property Rights to all methods, methodologies, processes, procedures, techniques, ideas, concepts, know-how, technologies (including, without limitation, models of functions, processes, systems, and data), templates, general structural parameters, sequences and organization of software, user interfaces and screen formats, software tools, general-purpose tools and procedures, as well as the logic, sequence, and methodology of system operation, belong to the Licensor.
12.4. The Licensor warrants that it holds all necessary rights to the Software Product to grant access thereto, including its documentation.
12.5. Liability for infringement of the Licensor's rights with respect to the Software Product shall arise in accordance with the current legislation of the Republic of Kazakhstan.
13. Confidentiality
13.1. For the purposes of this Agreement, "Confidential Information" means any information related to the Software Product, its technical characteristics, commercial terms, source code, architecture, documentation, as well as any other information that has actual or potential value and is not subject to disclosure to third parties, unless otherwise expressly provided for in this Agreement or the legislation of the Republic of Kazakhstan.
13.2. Each Party undertakes to maintain the confidentiality of information received from the other Party and to ensure its protection against unauthorized access, disclosure, use, or dissemination during the term of this Agreement and for 5 (five) years after its termination; with respect to the algorithms and operational methods of the Software Product, the confidentiality regime shall apply indefinitely.
13.3. Neither Party shall be entitled to disclose Confidential Information to third parties without the prior written consent of the other Party, except in cases where such disclosure is required by applicable law, a court order that has entered into force, or a lawful demand of a competent authority. In such case, the disclosing Party shall, to the extent possible, notify the other Party of the fact, scope, and timing of the disclosure.
13.4. Each Party shall be liable for the actions and/or inactions of its employees, contractors, and other authorized persons who have been granted access to Confidential Information, including ensuring an adequate level of protection thereof.
13.5. "Disclosure of Confidential Information" means any action or inaction as a result of which such information becomes accessible to third parties, including instances of breach of information security protocols, loss of access control, or exploitation of vulnerabilities in the Licensee's Infrastructure.
13.6. The Party that has allowed unauthorized disclosure or use of Confidential Information shall compensate the other Party for all documented losses caused by such breach, except in cases expressly provided for in this Agreement.
14. Dispute Resolution
14.1. The Parties shall make all reasonable efforts to resolve any disagreements and/or disputes arising in connection with the performance, interpretation, amendment, or termination of this Agreement through negotiations and/or an exchange of claim letters accompanied by relevant documents and justifications.
14.2. The response period for a claim shall be 7 (seven) business days from the date of its receipt. Failure to respond within the specified period shall not deprive a Party of the right to further dispute resolution in the manner provided for under this Agreement.
14.3. If the dispute cannot be resolved through negotiations within the period specified in Clause 14.2 of this Agreement, the dispute shall be referred to the courts of the Republic of Kazakhstan in accordance with the applicable substantive and procedural law at the location of the Licensor.
14.4. Prior to filing a claim in court, the Parties undertake to follow the pre-trial dispute resolution procedure, except in cases where such resolution is impossible or violates statutory deadlines.
15. Miscellaneous Provisions
15.1. At the time of entry into this Agreement, the Licensor does not provide services for training users in the operation of the Software Product. The Licensee shall independently familiarize itself with the functionality and interface of the Software Product based on the current capabilities of the system.
15.2. From the moment of acceptance of this Agreement, all prior correspondence, documents, and negotiations between the Parties on matters that are the subject of this Agreement shall cease to have legal effect.
15.3. Any notices, correspondence, and other documents related to this Agreement shall be sent by the Parties to the electronic and postal addresses specified in this Agreement. The Parties acknowledge the legal validity of documents sent to the email address specified in this Agreement until the receipt of the corresponding original document.
Licensor's Details
| Name | LLP «PANDEV» |
| BIN | 230140037871 |
| Location | Kazakhstan, Almaty, Bostandyk district, Satpayev Street, 30/8, office 139, postal code 050040 |
| bakbergenov@pandev.io | |
| Bank details | Account: KZ878562203148733359 |
| Bank | JSC "Bank CenterCredit" |
| BIC | KCJBKZKX |