General Terms For Concluding License Agreements

1. Terms And Definitions

General Terms — the given General Terms for Concluding License Agreements.

True Lowcode Technology, Licensor, TLT — TRUE LOWCODE TECHNOLOGY LTD, a limited company registered and existing under the laws of the Republic of Cyprus under the number ΗΕ 430590.

Platform — “Junica” computer program, the copyright holder is TRUE LOWCODE TECHNOLOGY LTD.

Site — the True Lowcode Technology website located on the Internet at https://junica.io.

Privacy policy of personal data of site visitors — a document establishes the procedure for obtaining, protecting, storing, processing and transferring the Personal Data of Site Users, and applies to all information that the Site Administration can receive about Site Users during their use of the Site.

Personal Account, PA — a personal section of the Site, available after registration on the Site, providing access to the Platform, educational and methodological materials on the Platform, the Platform’s technical support chat and other resources https://junica.io.

User — a capable individual; entrepreneur; legal entity registered on the Site.

User Registration on the Site — a procedure for creating a unique User Account, which gives access to the full functionality of the Site through the Personal Account.

User Agreement — a document regulating the use of the Site, the PA and the Platform that the User accepts upon registration.

License — a non-exclusive right to use the Platform.

Licensee— a User that wishes to purchase / purchasing a license to the Platform.

Parties — jointly referred to as the Licensor and the Licensee.

SaaS version, cloud version — a Platform deployed by the Licensor in Google, the access to which is provided to the Licensee without downloading and installing the distribution kit on the Licensee’s computer.

On-premises Version — a Platform transferred to or downloaded by the Licensee for installation on the Licensee’s computer.

License Parameters — the characteristics and limits of the right granted by License, such as the Platform version, validity period, permitted uses, number of users, number of available server cores (CPU Cores), memory size, etc.

Customization — modification of the Platform in accordance with https://junica.io documentation and guidelines without changing the source code.

Application — a separate instance of the Platform where a User can create arbitrary derivative software products through customization. The application can be deployed both on the basis of the On-premises version or using the cloud version of the Platform.

Project — a section of the User Personal Account that combines Applications based on the cloud version of the Platform into a group. At a particular moment, a Project may contain several Applications, one Application, or no Applications at all.

Project Team — a User or several Users of individual PAs with simultaneous access to the Project and, as a result, to all its constituent Applications with the rights depending on the role. There are three roles for project teams: Owner, Administrator, or Participant.

Project Owner — a User with full rights to any actions with the Project and its Applications: editing and deleting the Project, managing and deleting Applications, managing the Project Team. Also, it is the Project Owner’s Personal Account that allows checking valid licenses for the Applications included in the Project.

Project Administrator — a User with the rights to manage the Project Applications and a limited management of the Project Team.

Project Participant — a User with the rights to view the composition of the Project Team and passing to the Project Applications as the Platform administrator.

Offer — an offer to conclude an agreement on certain terms.

Offer Invoice — an invoice for payment containing an offer.

Payment account — a section of the Personal Account where a User indicates his legal status (“individual” or “representative of a legal entity”) and specifies the details for the formation of Offers and Offer Invoices.

2. Subject Of The Agreement

2.1 The Licensee has the opportunity to purchase licenses for the Platform from the Licensor through the Personal Account on the Site. The purchase is carried out on the conditions of these General Terms for Concluding License Agreements (hereinafter referred to as the General Terms) and the Offer or Offer Invoice containing information about the parameters of the license being acquired.

3. License Prices

3.1 The license prices are fixed in the current Junica price list.

3.2 Prices for the cloud version of the Platform are automatically calculated for the selected license parameters in the license tariff calculator in the Personal Account immediately before purchase.

3.3 The price of On-Premises licenses and Enterprise level licenses can be requested from the Junica’s sales team, that can be contacted via the https://junica.io (section «Contacts»).

4. Placing An Order

4.1 When purchasing a license for the cloud version of the platform through the Personal Account, the User selects the license parameters in the tariff calculator in the Personal Account, and then proceeds to paying the licenses by clicking the payment button.

4.1.1 When proceeding to payment, the User must read the current version of the General Terms, which is confirmed by a mark in the corresponding checkbox, and the Offer or the Offer Invoice containing the License parameters.

4.2 All On-Premises and Enterprise Cloud Licenses are purchased under separate license agreements outside of PA interactions.

5. Limits Of Law

5.1The permitted ways of using the Platform are limited by the User Agreement and these General Terms.

5.2 The limits of transferred rights are determined when selecting the license parameters in the license tariff calculator in the PA and then duplicated in the Offer (when purchased by card) or the Offer Invoice (when purchased by payment from the settlement account).

5.3 Unless otherwise specified in the Offer or the Offer Invoice, the following transfer restrictions apply: It is allowed to use within the territory of all countries of the world.

5.3.2 No transfer of the License rights to third parties (sublicensing) is allowed. ¹

5.3.3 The customization (modification in accordance with the Junica documentation and guidelines without changing the source code) of the Platform by third parties is allowed.

5.3.4 It is allowed to create a derivative software product for further use for profit by providing any services on the SaaS model, while the Licensee guarantees that it will not conduct illegal activities using the Platform, nor will allow third parties to conduct such activities.

5.3.5 The Licensee is solely responsible for any activity of third parties authorized by him to use the Platform.

5.3.6 The information provided on the Platform is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, the User who choose to access the Platform from other locations do so on User’s own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

---

¹ Junica allows transferring licenses to third parties as part of an affiliate program, you can clarify details by sending a request via the electronic form

6. Payment Account

6.1 The User wishing to purchase licenses for the Platform must fill in information about himself in the “Payment Account” section of the Personal Account. In particular, he must enter information about his legal status (“individual” or “representative of a legal entity”) and fill in the details. The specified details are used when drawing up Offers, Offer Invoices and payment documents for the Licensee.

6.2 Filling in the information in the “Payment account” section is made at any time of work in the corresponding section of the Personal Account.

6.3 The information in the “Payment Account” section can be changed at any time, in which case all subsequent payments and purchases will be made in favor of the new Licensee.

6.4 The User agrees to keep the User’s access information confidential and will be responsible for all use of the User’s account.

6.5 By using the Platform, the User represent and warrant that:

— All User’s registration information submit will be true, accurate, current, and complete;
— The User will maintain the accuracy of such information and promptly update such registration information as necessary;
— The User has the legal capacity and agree to comply with General Terms;
— The User will not access the Platform through automated or non-human means, whether through a bot, script or otherwise;
— The User will not use the Platform for any illegal or unauthorized purpose;
The User uses of the Platform will not violate any applicable law or regulation. If the User provides any information that is untrue, inaccurate, not current, or incomplete, TLT has the right to suspend or terminate PA and refuse any and all current or future use of the Platform (or any portion thereof)

7. Payment And Conclusion Of The Agreement

7.1 The License Agreement is concluded by accepting the Offer or the Offer Invoice that the Licensee receives after selecting the license parameters in the Personal Account.

7.2 The acceptance of the Offer (Offer Invoice) by the Licensee proves his full acceptance of all the Offer terms and, in accordance with, creates an Agreement on the terms of the Offer.

7.3 The acceptance of the Offer by the Licensee is made by electronic payment from the Licensee’s card or payment of the Offer Invoice issued by the Licensor to the Licensee.

7.4 Payment from a bankcard is made through the acquiring service built into the personal account of Stripe (https://stripe.com/) with the subsequent generation of a receipt by the Stipe service (https://stripe.com/).

7.4.1 If the “I allow auto-debit” checkbox is set when paying by card, the acquisition of licenses at the end of their validity period will occur automatically on the same terms as the initial purchase (i.e. with the parameters of the licenses accepted upon acceptance of the Offer). By agreeing to the renewal, the Client automatically accepts the current General Terms and Conditions, User Agreement, and Privacy policy of personal data of site visitors.

7.5 The term of acceptance of the Offer Invoice is 5 (five) working days from the date of issuance.

7.6 The right is granted by creating and activating a license available for use with the license parameters corresponding to the Offer or the Offer Invoice in the “My Licenses” section of the Personal Account:

— in case of acquiring licenses under the Offer and paying by card - immediately after the payment is credited to the Licensor’s account;
— in case of purchasing licenses under the Offer Invoice - within 3 (three) working days after the payment is credited to the Licensor’s settlement account.

7.7 No separate act of license transfer is drawn up by the Parties; the license is considered accepted by the Licensee from the moment the access to the Platform is opened. If for some reason the Licensee does not have access, he is obliged, within 5 (five) working days after receiving the Notification of access opening, to inform the Licensor about this by sending an official letter or e-mail to hello@junica.io. In this case, the Licensor is obliged to fix the problem and send the Licensee a second notice. In case of failure to notify / untimely notification of the Licensee to the Licensor on the lack of access, the Licensor eliminates the problem, but the date of license acceptance will be the date of sending the initial notification.

8. Activation And Use Of Licenses

8.1 The licenses of the cloud version of the Platform become active and available for use immediately after purchase. The list of active licenses and their validity periods is given in the “License Management” section of the Personal Account.

8.2 In order to use a license for working in the cloud version of the Platform, it is necessary to attach it to a new or existing PA Application included in the Project, owned by the Licensee. After attaching, the license will allow working in the Application with restrictions determined by the parameters of the attached license.

8.3 The Licensee can detach licenses from Applications and attach them to other Applications at his own discretion without any restrictions (subject to the provisions of clause 8.2) during the License term.

9. License Term. License Renewal

9.1 The License is granted for a period specified in the Offer (Offer Invoice). The date of License transfer to the Licensee is determined in accordance with clause 7.9 of these General Terms.

9.2 The Licensor generates and sends to the Licensee a reminder of the License expiration to the e-mail specified during registration in the Personal Account 14 (fourteen) and 7 (seven) days before the License expiration, as well as every day during the last week of its validity. The Licensee has the right to purchase a License to extend the operation of the Application. The payment is made at prices valid at the time of purchase. The Licensor reserves the right to change the number and timing of notifications about the upcoming expiration of licenses.

9.3 The Licensee may not pay a license to extend the use of Application, in this case access to the Application is terminated at the end of the paid period, and the Application to which it is connected may be disabled. The access to the Application can be renewed if a new valid license is attached to it within 30 (thirty) days from the date of passing to inactive state. In case of non-payment for the license after the specified period, the Application is automatically deleted.

10. Platform Updates

10.1 The price of licenses for the cloud version of the Platform includes all current updates of the Platform during its validity period. Updates are automatically installed without any additional actions by Users or Licensees.

10.2 TLT cannot guarantee the Platform will be available at all times. TLT may experience hardware, software, or other problems or need to perform maintenance related to the Platform, resulting in interruptions, delays, or errors. TLT reserves the right to change, revise, update, suspend, discontinue, or otherwise modify the Platform at any time or for any reason without notice to the User. The User agrees that TLT has no liability whatsoever for any loss, damage, or inconvenience caused by the User's inability to access or use the Platform during any downtime or discontinuance of the Platform.

11. Rights To The Results Of Intellectual Activities

11.1 belongs to the Licensee. At the same time, the exercise of any right of the Licensee in relation to the Derivative Software Product is subject to the presence of a valid license for the Platform, which includes the corresponding rights. To exclude doubts to the contrary, the exclusive rights to the Platform and its system components, as part of a derivative software product, belong to the Licensor.

11.2 Intellectual and industrial property rights in the overall content of TLT, the names, distinguishing marks, logos, information, data, images, etc. that are each time contained or distinguished in any way at the Platform or the Site belong to TLT, its partners who provide relevant licenses or to any third-party beneficiaries and are protected by applicable Cyprus and EU legislation against any possible usage.

11.3 TLT respects the intellectual property rights of others. If the User believes that any material available on or through the Platform infringes upon any copyright the User’s own, please immediately notify TLT by sending the message to info@truelowcode.com.

12. License Termination

12.1 The License of the cloud version of the Platform may be terminated early if the Licensee’s account is blocked in accordance with the User Agreement. In this case, the Agreement is considered terminated from the moment of blocking, the corresponding notification is sent to the Licensee’s e-mail. The payment made by the Licensee is non-refundable.

12.2 In case of termination of the Agreement under clause 12.1 of these General Terms, end users of the Licensee’s Applications also lose access to them. The Licensee is solely responsible for this to end users.

12.3 Illegal use of the Platform as well as any use contrary to any provision of the applicable national or Community legislation, the one relating to the protection of intellectual property rights, and to these General Terms, to which all Users accept unconditionally. Also, it is forbidden for any actions and omissions which may make it difficult or impossible to correct and smooth the operation of the Platform, for which the User is fully responsible. Otherwise, TLT reserves the right to interrupt temporarily or permanently, at any time and without prior notice, the access to the Platform or discontinue the availability of the Platform to the User who violates these obligations.

13. Licenses’s Responsibility

13.1 Unless otherwise provided in the Offer (Offer Invoice), the Licensee cannot (and does not allow third parties) to:

13.1.1 Provide the Platform for use in banks, financial institutions, state development corporations, including as part of Applications or derivative software products created by the Licensee.

13.1.2 Make any attempts to open or bypass the initialization system, as well as the encryption system used in the Platform.

13.1.3 Alter, move or obscure any ownership, trademark, copyright notice contained in or on the Platform or related materials.

13.1.4 Use the Platform and related materials for purposes other than those provided in this Agreement.

14. Guarantees

14.1 The Licensor warrants to the Licensee that the Platform functions substantially in accordance with the documentation. If, within 40 (forty) days after the transfer of the License (warranty period), the Licensee detects errors in the functioning of the Platform that do not allow it to work basically in accordance with the documentation, the Licensor undertakes, at its option, to eliminate them or terminate the License Agreement and return the funds received for the License. This warranty will not apply if the Licensee does not notify the Licensor within the warranty period of any warranty claim.

15. Limitation Of Licensor’s Liability

15.1 The Licensor does not recommend using the Platform for high-risk activities. The platform is not intended for use in hazardous environments that require non-failure operation, such as in the operation of nuclear facilities, air traffic control, or direct life support mechanisms in which the failure of the software product can lead to loss of life.

15.2 The Platform and related materials are provided to Licensee on an “AS IS” basis. The Licensee uses it at his own risk.

15.3 The Licensor makes no warranties regarding the use and performance of the Platform. The Licensor disclaims all conditions and warranties with respect to the Software Product not described in section 14 of these General Terms.

15.4 The Licensor does not guarantee, incl. (but not limited to) that the Platform and related materials: A) are correct, reliable and safe and will meet any requirements of the Licensee; B) will work uninterruptedly and securely in any particular location; C) are free from defects and errors, and that any of them (if found) will be fixed.

15.5 Any content or data uploaded or otherwise obtained through the Platform is uploaded at Licensee’s own risk. The Licensee agrees that he is solely responsible for any damage to his property or loss of data resulting from such downloading.

15.6 The Licensor shall not be liable to the Licensee and / or potential end users of the Applications, nor anyone else for: A) any loss of the ability to use the Platform, loss of data, or profits; B) any damage due to the termination of access to the Platform in accordance with paragraph. 15.8 of these General Terms.

15.7 The Licensor has the right to set any limits and restrictions on the use of the Platform, and may change them at his own discretion, without prior notice to the Licensee.

15.8 The Licensor has the right, at its discretion, to restrict or completely block the User’s (including the Licensee’s) access to the PA and / or the Platform or part of its functionality in case of violation of these General Terms, or take other measures against the User in order to comply with the requirements of law, rights and legal interests of the Licensor and / or third parties.

15.9 TLT has the right to refuse registration on the Website to users from countries subject to sanctions. TLT is entitled to terminate the validity of a previously issued license to individuals who are residents of countries subject to sanctions and compensate such individuals for the costs of acquiring the license for the unused period as of the license agreement's termination date.

16. Terms Of Proccessing Personal Data

16.1 Under data protection legislation, TLT is required to provide the User with certain information about who TLT is, how TLT processes the User’s personal data and for what purposes and the User’s rights in relation to personal data and how to exercise them. The terms for processing personal data are determined by the Privacy Policy of personal data of site visitors. By using the Platform, the User agrees to be bound by TLT’s Privacy Policy.

16.2 The User is solely responsible for submitting any third-parties personal data to TLT without specific prior authorization, and for giving false, incorrect or inaccurate data to the company with the purpose to defraud or mislead.

16.3 Cookies: TLT may use cookies, i.e. small text files stored on the User's hard drive, which are used to facilitate the access to the Platform, or for statistical purposes and marketing, without taking cognizance of any file on the computer. The User expressly declares that he consents to receiving cookies for these purposes.

17. Force Majeure

17.1 TLT will not be liable or responsible for any failure to perform, or delay in performance of, any of TLT's obligations under this Agreement that is caused by events, acts, non-happening or accident outside our reasonable control including (without limitation) strikes, lock-outs or other industrial action (except of our own workforce or general across workforces); civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic or other natural disaster; impossibility of the use of or unavailability of public or private telecommunications networks; and the acts, decrees, legislation, regulations or restrictions of any government. TLT's obligations to perform this Agreement are deemed to be suspended for the period that the force majeure continues, and TLT will have an extension of time for performance for the duration of that period. TLT will use reasonable endeavors to bring the force majeure to a close or to find a solution by which our obligations under this Agreement may be performed despite it.

17.2 The Party that cannot fulfill the terms of the Agreement is obliged within a reasonable time, but no later than 3 (three) working days, to notify the other Party of the occurrence of force majeure circumstances (force majeure). Failure to notify (late notification) deprives the Party of the right to invoke force majeure circumstances in case of non-fulfillment or improper fulfillment of obligations, unless such circumstances themselves prevented notification.

18. Applicability Of The General Terms

18.1 These General Terms for Concluding License Agreements may be changed by the Licensor unilaterally by issuing and posting on the Website in a new edition of the General Terms. Notification of the Licensee about such changes is made by sending an appropriate notification to the PA. The new edition of the General Terms shall come into force from the moment it is posted on the Site, unless otherwise specified in the new edition. The new edition does not have retroactive effect.

18.2 The User will be subject to and will be deemed to have been made aware of and to have accepted, the changes in any revised General Terms by User continued use of the Platform after the date such revised General Terms are posted.

19. Applicable Law

19.1 By accepting these General Terms for Concluding License Agreements, the Licensee agrees that the relationship of the Parties arising from these General Terms shall be governed and construed in accordance with Cyprus law.

19.2 The non-exercise of TLT rights to power or rights to damages, arising by law does not constitute in any way a waiver of these rights.

20. Dispute Resolution

20.1 To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Use (each a “Dispute” and collectively, the “Disputes”) brought by either the User or TLT (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least 30 days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

20.2 Any legal action of whatever nature brought by either the User or TLT (collectively, the “Parties” and individually, a “Party”) shall be commenced or prosecuted in the state courts located in the Republic of Cyprus, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non convenience with respect to venue and jurisdiction in such state courts. In no event shall any claim, action, or proceeding brought by either Party related in any way to the Platform be commenced more than 1 years after the cause of action arose.

20.3 In no event will TLT be liable to the User or any third party for any direct, indirect, consequential, exemplary, incidental, special, or punitive damages, including lost profit, lost revenue, loss of data, or other damages arising from the User’s use of the platform, even if TLT has been advised of the possibility of such damages notwithstanding anything to the contrary contained herein, TLT liability to the User for any cause whatsoever and regardless of the form of the action, will at all times be limited to the amount paid for the License.

20.4 Each provision of this agreement is distinct and separate. Therefore, any decision by a court under which any of the provisions contained in this agreement is declared null, invalid, or unenforceable shall in no way affect the validity, nature, or enforceability of any other provision.

21. Miscellaneous

21.1 These General Terms and any policies or operating rules posted by TLT on the Site constitute the entire agreement and understanding between the User and TLT. TLT's failure to exercise or enforce any right or provision of these General Terms shall not operate as a waiver of such right or provision. These General Terms operate to the fullest extent permissible by law. TLT may assign any or all of our rights and obligations to others at any time. TLT shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond TLT’s reasonable control.

21.2 If any provision or part of a provision of these General Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these General Terms and does not affect the validity and enforceability of any remaining provisions. The User agrees that these General Terms will not be construed against TLT by virtue of having drafted them. The User hereby waives any and all defenses the User may have based on the electronic form of these General Terms and the lack of signing by the parties hereto to execute these General Terms