Cerebro Terms and Conditions

1. General provisions

1.1.This Agreement, in accordance with Articles 435 and 437 of the Civil Code of the Russian Federation, is a public offer (proposal) by the Licensor to individuals, legal entities, and sole proprietors, containing the essential terms and conditions of the agreement for the provision of the right to use the Program and the provision of Technical Support services. Full and unconditional acceptance of this offer shall be deemed to be the Licensee's actions to pay for the License in the manner provided for in this offer.

1.2. Upon acceptance, the Licensee shall be deemed to have read and agreed to this offer and, in accordance with the Civil Code of the Russian Federation, shall be deemed to have entered into a contractual relationship with the Licensor in accordance with this Agreement.

1.3. This Agreement is available in its unaltered form on a publicly accessible electronic page on the global Internet at: cerebrohq.com.

2. Terms and definitions used in the Agreement

2.1. The terms and definitions used in this Agreement shall have the following meanings:

• 2.1.1. Cerebro computer program — A computer program designed for project planning and management. A description of the program is available on the Licensor's website at https://cerebrohq.com.
• 2.1.2. Login, password – unique sets of characters (numbers, letters, symbols) that allow the user to be identified when granting access to work with the Computer Program.
• 2.1.3. Account – a set of data that allows the User to access and work with the Program and is individualized by the login and password specified or received by the User during registration.
• 2.1.4. File Server – equipment owned by the Licensor and configured for storing, processing, and transmitting information (files), as well as software tools, including those intended for handling information requests from third-party computers in data transmission networks. The amount of disk space allocated on the File Server for storing the Licensee's files is determined in accordance with the Tariff Plan. All files of the Licensee placed on the File Server are accessible exclusively to the Licensee (Users).
• 2.1.5. User — an employee of the Licensee who uses the Program and has one (1) account to access and work with the Program.
• 2.1.6. Technical support — consultations provided by the Licensor's technical specialists on issues related to the use of the Program and its functioning, which is carried out through the Licensor's forum on the Internet at https://cerebrohq.com, as well as by email at support@cerebrohq.com in accordance with the procedure and conditions established by this Agreement.
• 2.1.7. Terms of Use and Privacy Policy — an agreement between the Licensee and the Licensor, concluded by the Licensee by accepting the Licensor's public offer (by registering the Licensee on the Licensor's website https://cerebrohq.com).
• 2.1.8. Tariff plan — a modification of the Cerebro computer program with specific functional capabilities and scope. A list of modifications to the Cerebro computer program and their descriptions are available on the Licensor's website at https://cerebrohq.com.
• 2.1.9. The personal account is a special section of the Licensor's website that allows the User to access data on the number of licenses, the current Tariff Plan, order details, place an independent order for renewal, and download financial documentation.

2.2. Other concepts and definitions not expressly defined in this Agreement shall be interpreted in accordance with the laws of the Russian Federation and customary business practices.

3. Subject matter of the Agreement

3.1. The Licensor grants the Licensee, on the basis of a non-exclusive license, the right to use the Cerebro computer program within the limits established by the Tariff Plan (hereinafter referred to as the Program) for its own needs.

3.2. The Licensee shall not be entitled to grant the right to use the Program to third parties or to use the Program in any manner other than that specified in clause 3.1 of this Agreement.

3.3. The Licensee shall use the Program in accordance with the Terms of Use and Privacy Policy solely within the limits set forth in this Agreement.

3.4. The Licensor warrants that the Program does not contain any intellectual property that infringes on the copyrights, related rights, or any other rights of third parties.

4. Procedure for providing the program. Technical support

4.1. The Licensor shall, within 5 (five) days of acceptance of this Agreement, provide the Licensee with the Program and Accounts in the quantity ordered by the Licensee through the Personal Account or by other means agreed upon by the Parties.

4.2. The fact of the transfer of the Program, Accounts, and the granting of the right to use the Program shall be recorded by the Parties in a Universal Transfer Document or Transfer and Acceptance Act.

4.3. The Licensor undertakes, at its own expense, to provide technical support to the Licensee during the term of the licenses in the following scope:

• 4.3.1 Provide technical support and advice to the Licensee on technical issues related to the use of the Program to the extent and in the manner specified in clause 2.1.6 of this Agreement;
• 4.3.2. If the Licensee discovers errors (malfunctions) in the Program, to fix the Program malfunctions based on the Licensee's request (provided that the Licensee has not made any changes to the Program) within 2 (two) business days from the date of receipt of the specified request;
• 4.3.3. Upon request by the Licensee, provide updates to the Program within the same version.

4.4. The Licensor does not control the content of information posted and/or distributed by the User; however, when the posting and distribution of such information violates Russian law, the Licensor has the right to block and/or delete the relevant User Account.

5. License fee

5.1. The types of tariff plans are available at: https://cerebrohq.com/en/pricing

5.2. To switch to a paid Tariff Plan on a permanent basis, the Licensee shall pay for it using the methods offered by the Licensor. Switching between paid Tariff Plans is possible if the cost of the new Tariff Plan is paid in full.

5.3. For granting the right to use the Program within the limits provided for in this Agreement, the Licensee shall pay the Licensor a license fee in the amount agreed upon in the order through the Personal Account and specified in the invoice. The license fee is not subject to VAT (clause 26 of Article 149 of the Tax Code of the Russian Federation).

5.4. The license fee must be paid within 10 (ten) banking days from the date of invoicing, if this payment method is selected. For the purposes of this Agreement, the date of payment shall be the date on which the Licensee's bank accepts its order to transfer funds.

5.5. Non-use of the services by the Licensee does not exempt the Licensee from paying for them.

5.6. In the case of payment by payment card, upon expiration of the Tariff Plan, it is automatically renewed for a period similar to the previous one, using the auto-payment function. The Licensor automatically debits the corresponding amount from the Licensee's payment card in accordance with the current Tariff Plans.

5.7. The Licensee has the right to cancel the auto-payment function or notify the Licensor of their unwillingness to renew the paid Tariff Plan no later than 3 (three) days before the end of its term.

5.8. When switching from a paid Tariff Plan to a free Tariff Plan, the Licensee is obliged to bring their personal account into line with the terms and conditions under which the free Tariff Plan is provided.

5.9. Upon expiration of the Licensee's paid Tariff Plan, the Licensor shall have the right to delete the Licensee's Account two months after the date of termination of payment. The Licensor shall have the right to delete all files (information) of the Licensee stored on the Licensor's servers without the possibility of recovery. The ability to restore the Account will be unavailable.

5.10. Upon the first payment for the Tariff Plan by payment card, the Licensee gives the Licensor and its partners consent to store information about their payment card and agrees that the Licensor is authorized to charge the payment card for:
a) implementation of the auto-payment function;
b) debiting other payments related to the Agreement;
c) repaying the Licensee's debt under the Agreement.

6. Liability of the Parties and Force Majeure

6.1. For failure to fulfill or improper fulfillment of obligations under this Agreement, the Licensor and Licensee shall bear financial liability in accordance with the legislation of the Russian Federation and the terms of this Agreement.

6.2. The licensee is responsible for ensuring that the Program is not accessible to any third parties and for maintaining the confidentiality of the specified information.

6.3. The licensee is fully responsible for the security of their password and other login details, as well as for any losses that may arise due to unauthorized use (disclosure, loss, theft, etc.) of such login details.

6.4. The Licensor shall not be liable for any direct and/or indirect damage caused to the Licensee, nor shall it compensate the Licensee for any losses (including lost profits) incurred by the latter as a result of technical interruptions in operation or delays in data transmission, errors, defects, file deletion, changes in functions, and other technical reasons.

6.5. The parties shall be exempt from liability for failure to perform or improper performance of their obligations under this Agreement in the event of force majeure circumstances that directly or indirectly prevent the performance of this Agreement.

6.6. Disputes between the Parties arising out of this Agreement shall be settled by the Arbitration Court of Moscow.

6.7. The pre-trial dispute resolution procedure is mandatory for the Parties. The Party that has received the claim is obliged to send a reasoned response to the other Party within 15 (fifteen) days of receiving the claim.

7. Confidentiality and public disclosure of information

7.1. The Parties undertake not to disclose information relating to the terms of this Agreement, as well as any other information designated by the other Party as "confidential." The recognition of such information as confidential by the other Party shall be valid for the purposes of this Agreement from the moment:
(a) the list of such information is approved by the authorized representatives of the Parties;
(b) such list is drawn up in writing.

7.2. Each Party undertakes, for purposes not related to the operation of this Agreement, not to use or disclose to third parties any confidential information relating to the activities and products of the other Party, as well as affecting other commercial interests of the other Party.

7.3. The obligations relating to compliance with confidentiality conditions shall remain in force for the duration of this Agreement and for two years after its termination.

8. Other terms and conditions

8.1. This Agreement shall be effective from the moment of transfer of rights to use the Program and shall remain in effect for the duration of the licenses.

8.2. The Agreement shall be extended after the Licensee pays the Licensor the fee specified in each subsequent tariff plan selected by the Licensee.

8.3. The parties agreed that all documents, including facsimiles signed and transmitted via communication channels that allow for reliable verification that the document originates from a party to the agreement, shall have the same legal force as originals.

8.4. The parties agree to exchange documents electronically (hereinafter referred to as "EDM") via telecommunications channels and/or on electronic media signed with a qualified electronic signature (hereinafter referred to as "QES") through electronic document management operators.

Technology stack:
C, C++, Python, JavaScript, TypeScript, SQL, Qt, PyQt, React, React Native, SQLite, PostgreSQL

Architecture:
The system uses a client-server architecture.

The server-side infrastructure is distributed across multiple servers. It includes several primary and auxiliary databases, along with servers for file storage and supporting services.

The system supports several deployment options:

• Fully cloud-based
• Hybrid: cloud services with customer-managed file storage servers
• Fully self-hosted on customer servers

Core system components:

• Databases — PostgreSQL with a proprietary extension
• File storage — Cargador, a proprietary service for managing file storage and transfer
• Client applications for multiple platforms

First-party clients:

• Desktop app — Windows, Linux, and macOS (x86/ARM)
• Web app
• Mobile app — Android and iOS
• Tentaculo — an integration plugin that runs inside third-party applications such as Photoshop, Nuke, and Maya

Third-party clients that can access the service:

• Email clients

LICENSOR: Cerebro LLC

Legal address: 123317, Moskva g., municipalnyi okrug Presnenskii vn.ter.g,
Krasnogvardeiskii b-r, dom 3A, kv. 25
TIN 7734615917
KPP 770301001
OGRN 1097746377827
OKPO 62102573
Account No. 40702810910000112644 with Tinkoff Bank
BIC 044525974
Correspondent account 30101810145250000974
Tel.: +7 (499) 110-3482
E-mail: info@cerebrohq.com
CEO: Alexandra Sergeevna Maleinova