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Rules for Participation in the 5G Incubator MTS Project

Article 1. Terms and Definitions

  1. Organizer means the Project organizer being Mobile TeleSystems Public Joint Stock Company registered in accordance with the current legislation of the Russian Federation, primary state registration number 1027700149124, located at: 4 Marksistskaya Str., 109147 Moscow, Russian Federation.

  2. “5G Incubator MTS” Project (Project) means a program for selecting and developing talented specialists and teams, as well as commercially promising Products in the field of information technology using the 5G generation network provided by the Organizer for conducting scientific, research, developmental, experimental and design work within the pilot area of the Site for potential further commercial cooperation, carried out by the Organizer in the manner and on the terms determined by the Rules. The Project is not a selection within the meaning of Article 447 of the Civil Code of the Russian Federation, a public selection or a public promise of an award within the meaning of chapters 56–57 of the Civil Code of the Russian Federation.

  3. Site means a premise belonging to the Organizer, access to which is granted to the Residents in the manner and subject to the Rules situated at Moscow, Ostankinskyi rayon, Prospekt Mira, 119, building 321 (pavilion С2 transfer between С2-В1), cadastral number: 77:02:00118011:8644 or situated at Saint-Petersburg, Petrogradskyi rayon, prospect Medikov, 3, litera A.

  4. Applicant means a capable individual who has reached the age of eighteen and who is not an employee of the Organizer or its affiliates, in respect of whom no bankruptcy procedure was been initiated; or a Team; or an individual entrepreneur, a legal entity in respect of which no bankruptcy procedure was initiated. Participation in the Project is not related to the satisfaction of personal, family and household needs of the Applicant.

  5. Partner – an organization that assists, on the basis of an agreement concluded with the Organizer, in the implementation of the Project, including but not limited to by providing expert support for the Project, exchanging information about the Products of the Participants, providing information support and promotion Project, providing an infrastructure for testing site of the Product upon the request of the Organizer.

  6. Resident means those Applicants who were invited by the Organizer to participate in the Project.

  7. Team means a group of individuals jointly participating in the Project and identifying themselves as a single team for the purpose of participating in the Project. In the case of filing an application on behalf of the Team, when submitting the application, the Applicant shall indicate an authorized representative who will be the person authorized to receive notifications, requests from the Organizer and provide data in case any payments are made to the Resident.

  8. Product means a technical solution (development) (at any readiness stage), with which an Applicant submits an application for participation in the Project for further development (revision) of the Product.

  9. Idea means a presentation, a concept of a future Product, with which the Applicant submits an application for participation in the Project to further create a prototype of such a Product.

  10. Pitch Session means a series of short presentations by the Residents with a brief structured Product presentation.

  11. DemoDay means a series of short performances by Residents with a brief structured presentation of the Product and the test results in the course of the Project.

  12. Organizer’s Website means a website located at https://5g.startup.mts.ru/.

  13. Resident Location means the space on the Site equipped by the Organizer and meant to arrange participation of the Residents in the Project.

  14. Applicant's Questionnaire means a special document containing information about the Applicant that is used by the Organizer to conduct a preliminary check of the Applicant before participating in the 5G Incubator MTS Project.

Article 2. General Provisions

  1. The Rules for Participation in the 5G Incubator MTS Project (hereinafter referred to as the “Rules”) govern the relations between the Organizer and the Applicant/Resident arising in connection with conducting the Project and the participation of the Applicant/Resident in it.

  2. In order to participate in the Project, the Applicant shall submit an application on the Organizer’s Website containing a description of the Product/Idea in the form of a presentation ranging from 5 (five) to 30 (thirty) slides, as well as the Applicant's Questionnaire filled in. The presentation shall contain the details to evaluate the Product/Idea: terms of reference and customers, description of the Product, rationale for using 5G networks to develop/refine/test a software solution, business attractiveness for the Organizer, description of the Team, sales markets, business stage, investment. Additional materials can be attached to the application in PPTX, PDF, DOC formats. The total size of the attached materials shall not exceed 25 MB.

  3. Prior to submitting the Application, the Applicant shall familiarize themselves with the Rules for Participation in the 5G Incubator MTS Project, the Privacy Policy and the Cookies Processing Policy posted on the Organizer’s website, and express their consent with the Rules for Participation in the 5G Incubator MTS Project, the Privacy Policy and the Cookies Processing Policy by confirming it in the website field and submitting their application on the Organizer’s Website.

  4. Based on the results of the assessment of potential implementation of the Product/Idea the Organizer notifies the Applicant that it has passed the selection for assignment of the Resident status and is entitled to request additional materials, information about the Product/Idea and the Applicant for further assessment of the potential implementation.

  5. The Applicant agrees to receive the Resident status by sending the Organizer a completed questionnaire (according to the form of Appendix No. 6 “Participant’s Questionnaire”) to verify information about the Applicant within 5 (five) business days upon receipt of the notification from the Organizer.

  6. The Organizer shall make the decision on assigning the Resident status to the Applicant at its discretion based on the results of verification of the Applicant information and notify the Applicant on assignment of the Resident status.

  7. The Applicant may refuse to participate in the Project, including in case of having been granted the Resident status, by notifying the Organizer in the manner set out by article 9 of the Rules.

  8. The Project may be held extramurally (remotely) or intramurally (in person) according to the Project stages approved by the Organizer.

Article 3. Warranties and representations

3.1. All materials and information provided as part of the application, as well as the Product/Idea itself, shall comply with the requirements of the legislation of the Russian Federation and other laws applicable to the Product/Idea or the Applicant/Resident, including the Federal Law No. 149-FZ “On Information, Information Technology and Information Security” dated July 27, 2007 and the Federal Law No. 152-FZ “On Personal Data” dated July 27, 2006.

3.2. The Applicant guarantees that as of the date of filing the application for participation in Project, as well as throughout the period of its participation in the 5G Incubator MTS Project:

- it has all the required rights, permits, powers to use intellectual property, including but not limited to copyright, patent and allied rights, know-hows, means of individualization of third parties used in Product;

- that the terms of use and distribution of open source software used in Product do not restrict further use and distribution of open source software for commercial purposes;
- that Product, use of Product and disposal of Product for the purpose of fulfilling obligations in connection with participation in Project do not violate intellectual property rights of third parties, including, without limitation, rights in items of copyright, allied rights, patent rights, rights for means of individualization or know-hows, and also does not violate the terms of use of open source software licenses;

- that Product is not pledged, Applicant, Participant is not aware of any claims from third parties for Product, including without limitation claims of the right holders, lawsuits or actions in relation to Product, applications to the Patent Dispute Chamber. If, during participation in Project, Applicant, Participant becomes aware of any of the circumstances listed in this clause, he must immediately inform the Organizer thereof.

3.3. The Applicant guarantees that all necessary internal approvals (if applicable) as well as the approvals of the authorized state bodies, organizations and physical persons for the participation in 5G Incubator MTS Project have been duly received.

3.4. The Applicant by submitting the application and further participating in the 5G Incubator MTS Project does not violate any applicable law, enactment, judicial decision, instruction, contract or obligation.

3.5. The Applicant guarantees that information and materials presented in the application are not confidential or protected by the trade secret mode, or that a permission to disclose the information and materials presented in the application has been duly obtained.

3.6. The Organizer is relying on the warranties provided by the Applicant while submitting the Application and will rely on them throughout the period of the Applicant’s participation in the 5G Incubator MTS Project. The Organizer and the Applicant recognize that the Applicant’s warranties are crucial for the purpose of the Applicant’s participation in the 5G Incubator MTS Project.

Article 4. Residency

  1. In the course of participation in the Project, a Resident engaging and/or with the help of the Organizer develops a concept for developing the Product (improvements)/Product prototype based on the Idea, a concept for the implementation of the Product/Product prototype based on the Idea, a business strategy for launching and selling the Product/Product prototype based on the Idea.

  2. The Resident is granted the right to access the Site as per the Rules. The Organizer is entitled to provide the Residents with equipment, consumables for participating in the Project, as evidenced by the Certificate of Transfer and Acceptance, as well as the Resident Location on the Site.

  3. The Resident is entitled to test the Product being developed/finalized within the Project, to create a Product prototype based on the Idea using the 5G network provided by the Organizer for conducting scientific, research, developmental, experimental and design work within the pilot area of the Site.

  4. The Resident shall not use the 5G network provided by the Organizer to perform any actions contradicting the current legislation or violating the rights of third parties, including actions aimed at disrupting the normal functioning of the 5G network. In case of non-compliance with the requirements of this clause, the Organizer is entitled to exclude the Resident from the Project.

  5. The Resident shall prepare a presentation demonstrating the Product/Idea for the Pitch Session.

  6. Following the results of the Resident’s presentation at the Pitch Session, the Organizer may offer the Resident further cooperation, within which the Resident shall provide the Organizer with a test report, demonstrate the results of the development and testing of their Product, the Product prototype based on the Idea, and also speak on DemoDay, if the Organizer invites them.

  7. The test report shall contain the following:

- brief description of the Product/Product prototype based on the Idea, including its name and main functions;

- description of the test scope, including the scenario of using the Product/Product prototype based on the Idea, measured metrics and expected values;

- test results: compliance of the expected metrics with the actual ones, comparison of characteristics of the Product/Product prototype based on Idea with and without 5G (if applicable);

- presentation materials: test videos, photos that clearly demonstrate the operation of the Product/Product prototype based on the Idea following the scenario.

  1. Participation in the Project shall not be the basis for transferring any rights to the Product/Product prototype based on the Idea or other intellectual activity results that may be created during the Project from the Applicant/Resident to the Organizer, unless otherwise agreed by the Organizer and the Applicant/Resident.

  2. Participation in the Project does not entitle the Applicant/Resident in any way to use trade marks, company names, trade names or other intellectual activity results, the exclusive rightsholder of which is the Organizer and (or) their affiliates, unless otherwise agreed by the Organizer and the Applicant/Resident.

  3. The Applicant/Resident agrees to the use by the Organizer of any information and materials provided by the Applicant/Resident, including information about the Applicant/Resident, its company name, photo and video materials made within the Project, including by posting on the Organizer’s Website on the Internet, in advertising and PR materials, for informing about the Project and its results by expressing consent to the terms hereof.

  4. The Organizer shall be entitled to take photos and videos of the representatives of the Applicant/Resident during face-to-face events, post such photos and videos on the Organizer’s Website, as well as in other sources, including the Organizer’s printed materials and in the official communities of the Organizer on social media.

  5. The Applicant/Resident shall ensure getting the consent from all individuals being the Team members to receive payments through the authorized representative and to provide the specified consent upon request of the Organizer in case of payment carried out by it.

Article 5. Procedure for Using the Site

5.1. After assigning the Resident status, the Organizer shall provide the Resident with access to the Site, as well as with the consumables and equipment necessary for participating in the Project.

5.2. The Residents admitted by the Organizer to the Site shall comply with the following requirements:

5.2.1. not to transfer the pass issued by the Organizer for accessing the Site to any third parties;

5.2.2. to comply with the visit/operation mode on the Site, as well as with the rules of conduct on the Site and the fire safety rules approved by the Site owner or proprietary;

5.2.3. not to be on the Site under the influence of alcohol or drugs;

5.2.4. not to bring drinks and food for their consumption in the Site territory, except for specially designated places, if any;

5.2.5. to comply with the business conduct standards and respect the representatives of the Organizer and other persons present at the Site;

5.2.6. to ensure safety of the equipment received from the Organizer for operation within the Project;

5.2.7. not to smoke in the territory of the Organizer, including the Site, except for specially designated places, if any.

5.3. If any equipment is received from the Organizer to participate in the Project, the Resident agrees to return the equipment to the Organizer in proper working condition within the terms agreed upon by the Parties, which is confirmed by the execution of the Certificate for Equipment Return. In the event of equipment loss or collapse, the Resident shall reimburse the Organizer the cost of such equipment specified in the Certificate. In case of equipment damage, the Resident shall reimburse the Organizer such damage.

5.4. If the Resident is an individual or a Team, each individual who is a member of the Team shall be independently responsible for undergoing the necessary safety training, as well as familiarization with the rules on electrical and fire safety approved by the Site owner or proprietary.

5.5. If the Resident is a legal entity or an individual entrepreneur, the Resident shall conduct for the employees who have been granted access to the Site the necessary safety training, electrical and fire safety briefings and guarantees to the Organizer that the necessary safety training, electrical and fire safety briefings have been carried out prior to granting the access to the Site.

5.6. The Resident shall immediately notify the Organizer of all incidents, emergencies and accidents that occurred on the Site during the Resident’s participation in the Project.

5.7. During the Product testing, the Organizer is entitled to provide the Resident with organizational, technical and other support, including consultations, meetings, master classes and other events according to the schedule approved by the Organizer.

Article 6. Liability of the Organizer and the Applicant/Resident

  1. In case a third party files any demands, complaints and (or) lawsuits against the Applicant/Resident, including those arising in connection with the unlawful use by the Applicant/Resident of any results of intellectual activity in the course of participation or in connection with participation in the Project, the Applicant/Resident agrees to settle these demands and claims on their own and at their own expense.

  2. In case a third party files any demands, complaints and (or) lawsuits against the Organizer, including those arising in connection with the unlawful use by the Applicant/Resident of any results of intellectual activity in the course of participation or in connection with participation in the Project, the Applicant/Resident agrees to settle the claims and demands at their own expense and to reimburse the expenses of the Organizer for the settlement of these demands within 10 (ten) calendar days upon receipt of the Organizer’s requirement for reimbursement of expenses.

  3. The Organizer shall not be liable for any losses of the Applicant/Resident related to filing the application or participation in the Project, including those related to any changes made by the Organizer, with the suspension or cancellation of the Project conduct, exclusion of the Applicant/Resident from participation in the Project, as well as for any damage (direct or indirect), any losses incurred and caused not as a result of deliberate actions of Organizer including any losses incurred by the Applicant/Resident in connection with the use of the 5G network provided by the Organizer arising, inter alia, due to termination of work, computer malfunction, issues with the Internet access or improper 5G network operation, or any other commercial losses or damages, as well as partial or complete loss of any information of the Applicant/Resident related to the use or inability to use the 5G network, including in case of preliminary notifications by the Applicant/Resident about the possibility of such damage, or subject to any lawsuit filed by a third party.

  4. Neither shall the Organizer be liable to the Applicant/Resident in case of force majeure circumstances (force majeure), including floods, fires, acts of God, epidemics and other circumstances recognized as force majeure circumstances in accordance with the legislation of the Russian Federation and applicable international law standards, as well as in the event of such circumstances as:

- resolutions adopted by public authorities that influence the holding of the Project,

- changes in the current legislation of the Russian Federation, affecting the Project implementation,

- failure of the operators/providers of mobile communication or the Internet, which impedes the Project conduct.

Article 7. Processing of Personal Data

  1. Provision by the Applicant/Resident of their personal data to the Organizer is a specific, voluntary, informed and conscious consent of the Applicant/Resident to processing by the Organizer of their personal data on the conditions set out in the Consent to personal data processing that is available at https://5g.startup.mts.ru/privacypolicy and MTS PJSC Policy on Personal Data Processing available at: https://moskva.mts.ru/about/investoram-i-akcioneram/korporativnoe-upravlenie/dokumenti-pao-mts/politika-obrabotka-personalnih-dannih-v-pao-mts.

  2. By submitting the personal data of its representative, the Applicant confirms that, in a proper manner, in accordance with the Federal Law “On Personal Data”, it has received from its representative the proper consent to the processing of such personal data for the purposes established by the Consent to personal data processing that is available at https://5g.startup.mts.ru/privacypolicy and MTS PJSC Policy on Personal Data Processing available at: https://moskva.mts.ru/about/investoram-i-akcioneram/korporativnoe-upravlenie/dokumenti-pao-mts/politika-obrabotka-personalnih-dannih-v-pao-mts.

Article 8. Anti-Corruption Clause

8.1. The Applicant/Resident shall comply with the applicable anticorruption legislation and refrain from any actions in violation of anticorruption legislation or leading to violation of that kind by the Organizer, including demanding, receiving, offering, authorizing, promising or making illegal payments directly, through third parties or as an intermediary, including (without limitation) bribes in cash or in any other form to any individuals or legal entities, including (without limitation) commercial organizations, government and self-government agencies, public officials, private companies and representatives thereof.

8.2. In case of violation by the Applicant/Resident of anti-corruption obligations specified in cl. 8.1. of the Rules, the Organizer is entitled to immediately unilaterally exclude the Applicant/Resident from the Project.

Article 9. Notifications

  1. The primary means for the Parties to interact during their participation in the Project is the message exchange to the e-mail addresses of each of the Parties. The address indicated by the Applicant/Resident when submitting the application for participation in the Project through the Organizer’s Website shall be deemed the Applicant/Resident’s e-mail address. The e-mails to the Applicant/Resident from e-mail addresses that have mts.ru domain names shall be deemed the e-mails sent from the Organizer.

  2. The use of other communication methods as a means of interaction between the Parties, including mobile communication, is allowed solely at the discretion of the Organizer. The Organizer is entitled to additionally use other contact details provided by the Applicant/Resident to receive notifications.

Article 10. Governing Law and Jurisdiction

  1. The relations of the Organizer, Partner and Applicant arising out of or in connection with the Rules shall be governed by the law of the Russian Federation. Conflict of laws rules establishing a different procedure shall be omitted.

  2. For pre-trial settlement of disputes arising out of or in connection with the Rules including, inter alia, their execution, entering into force, conclusion, alteration, execution, breach, termination or validity, the claim must be sent in writing to the address of the location of the recipient of the claim. The term for providing a response to a claim is 30 (thirty) calendar days from the date of receipt of the claim. In case of non-settlement of the dispute out of court, a claim (statement) arising from and in connection with the Rules, including those concerning their execution, entering into force, conclusion, alteration, execution, breach, termination or validity, shall be referred to and finally resolved by the Moscow Arbitration Court.

Article 11. Miscellaneous

  1. The Organizer is entitled to change the terms of the Rules at its own discretion, including, but not limited to, cancelation, suspension or termination of the Project, change in the Project conditions, terms and separate stages, without explaining the reasons, yet notifying the Applicants/Residents by posting the relevant information on the Organizer’s Website.

  2. The Organizer is entitled at any stage to exclude any Applicant/Resident or to suspend their participation in the Project without explanation.

  3. The Organizer shall not justify its refusal to grant the Applicant the Resident status. The Organizer shall not inform the Participants about the reasons for the decision to continue cooperation with the Resident.

  4. These Rules are drawn up in Russian and English, in case of discrepancies the Russian version of the Rules will prevail.

  5. The communication language of the Project is Russian. The Project is conducted in Russian, unless otherwise agreed with Organizer.