Offerte Vertrag

PUBLIC OFFER

LICENSE AGREEMENT

MetaQuotes Software Corp. hereinafter referred to as the “Licensor” publishes and offers to any physical or legal person the present license agreement affording the non-exclusive property rights to use the “TeamWox” system (hereinafter referred to as the “Agreement”), which is a public offer (proposal) for physical and legal persons, hereinafter referred to as the “Offer”.

This present Agreement is published on the web server of http://www.teamwox.com.

In case of accepting the provisions stated below and making an advance payment to the Licensor, the physical or legal person that effects the acceptance of this Offer becomes a party of the Agreement hereinafter referred to as the “Licensee”.

The Licensor is a legal owner of exclusive property rights and copyright to the TeamWox system, a computer software package (hereinafter referred to as "the System"), properly registered by the Licensor with the Russian Patent and Trademark Office ("Rospatent") (Certificate No. 2008614678 dated September 29, 2008).

1. ACCEPTANCE OF THE AGREEMENT

The acceptance of this present Agreement represents a number of sequential actions effected by the physical or legal person and aimed at entering the Agreement, namely:

1.1. Independent studying the text of this present Public Offer of the License Agreement placed at: http://www.teamwox.com.

1.2. Registering on the web server at: http://www.teamwox.com.

1.3. Effecting the 100% payment of the invoice according to Clause 6 of this Agreement.

1.4 The acceptance of this present Agreement means that the physical or legal person accepts all additional provisions of his/her/its interaction with the Licensor, which are published at: http://www.teamwox.com. The additional provisions mentioned above are an integral part of the Agreement.

1.5. The person that has passed the registration and paid the invoice confirms by performing these actions that he/she/it has become familiarized, completely understands and fully accepts the terms of this Agreement provided in sub-clause 1.4 of this present Agreement.

1.6. The acceptance date of this Agreement is considered to be the date of receipt of the payment to the Licensor’s bank account.

1.7. The physical or legal person that has accepted the terms of this Agreement is hereinafter referred to as the “Licensee”. The Licensor and the Licensee may herein-below be jointly referred to as "the Parties", and each one in particular, as "a Party".

2. SUBJECT OF THE AGREEMENT

2.1. The Licensor shall grant the Licensee non-exclusive property rights for the use of the System as intended by this Agreement.

2.2. Licensee shall be entitled to manufacture copies of the System and perform their copying (hereinafter referred to as "the Licensed Number of Copies") onto computers (servers, workstations, terminals, portable computers and other digital electronic devices) owned by the Licensee and the third parties approved by the Licensor in accordance with the terms and conditions stipulated in this Agreement.

3. DELIVERY SET

3.1. The delivery set of the System includes:

The license software key of TeamWox.

3.2. The setup distribution kit, technical instructions and additional documentation of the System are placed on the website at: http://www.teamwox.com.

4. DELIVERY TERMS AND PROCEDURE

4.1. The System shall be delivered to the Licensee within three working days of the performance of the advance payment, at the latest.

4.2. The delivery shall be effected in accordance with the terms and conditions of this Agreement by a transmission of the System over the Internet to the Licensee's address provided by the Licensee during registration on the website of http://www.teamwox.com.

4.3. All the subsequent upgrades of the System shall be conducted automatically via the in-built TeamWox LiveUpdate service from the authorized server provided the Licensee meets the terms stipulated in Clause 6 of this Agreement.

4.4. At the Licensee's choice, the Licensor may perform a remote installation of the System on the Licensee's equipment.

5. RIGHTS AND OBLIGATIONS OF THE PARTIES

5.1. The Licensor shall grant the Licensee a right of use of two copies of the System:

• one working copy of the System;
• one testing copy of the System for developers in TeamWox API.

5.2. The Licensee shall activate each copy of the System via the TeamWox LiveUpdate service. When transferring or migrating the System from one computer to another, the Licensee shall deactivate the old copy of the System and activate the new one.

5.3. The Licensee shall pay for the right of use of the System in accordance with the provisions of Clause 6. The Licensor shall only extend the Licensee's right of use of technical support and upgrading the System subject to the Licensee's compliance with the provisions of Clause 6.

5.4. The Licensor undertakes to correct errors identified in the System software. Such errors shall be corrected within a minimal reasonable time, which, however, shall not exceed 14 (Fourteen) working days from the date of the submission of an error report file to the Licensor.

5.5. Maintenance and warranty service shall be conducted remotely, by transmission and update of the System modules through the LiveUpdate service.

5.6. The Licensor warrants operational efficiency only with respect to the System copies received by the Licensee under this Agreement. The Licensee shall accept the delivery of the System with all its in-built components and options.

5.7. The Licensee consents to posting its corporate name on the Licensor's web servers in its capacity of the Licensor's customer.

5.8. The Licensee shall not withhold information relating to the Licensor's copyright and its other rights in the System.

6. PAYMENT TERMS AND PROCEDURE

6.1. In consideration of the grant to the Licensee of the non-exclusive property rights mentioned in the Agreement, the Licensee shall pay the Licensor a royalty in the amount specified on the website at: http://www.teamwox.com. This amount is free of VAT. The Licensee shall pay in full within 10 (Ten) working days from the date of the invoice issued by the Licensor, the invoice being formed during the Licensee’s registration on the website.

6.2. Technical support and upgrading within 12 months from the acceptance date are included into the System cost.

6.3. The further technical support and updates of the System are separately paid yearly in the amount provided on the website at: http://www.teamwox.com. This amount is free of VAT. The payments shall be effected by the Licensee in full within 10 (Ten) working days from the date of the invoice issued by the Licensor.

6.4. All payments under this Agreement are effected by transferring money by the Licensee to the Licensor’s bank account according to the invoice issued by the Licensor and formed during the Licensee’s registration on the website at: http://www.teamwox.com.

6.5. A delay in payment for more than 30 (Thirty) calendar days after the presentation of an invoice shall be considered a material breach of the terms of the Agreement.

7. EFFECTIVE TERMS OF THE AGREEMENT

7.1. The Agreement shall be deemed to be effective from the moment of its acceptance by the Licensee and shall stay in force within 12 months from the acceptance date of this Agreement.

7.2. If neither of the Parties expresses in writing its will to terminate this Agreement within 30 (Thirty) calendar days before the expiration date of the Agreement, the Agreement shall be extended for the next 12 months.

7.3. This present Agreement is done in the English language.

7.4. A material breach of the Agreement by any of the Parties may provide grounds for its termination by other Party in a manner prescribed by the Russian Federation law.

8. DISPUTE RESOLUTION

8.1. Any disputes arising between the Parties shall be settled through negotiations between them. In case a dispute cannot be resolved through negotiations of the Parties, it shall be resolved in the manner prescribed by the current law of Russian Federation.

8.2. Any other issues which are not addressed by this Agreement shall be governed by the current law of Russian Federation.

9. CONFIDENTIALITY PROVISIONS

9.1. Unless otherwise required by law, the Licensee shall observe the conditions of confidentiality with respect to this Agreement and its specific provisions and recognize their commercial value for the Licensor. On this basis, the Licensee shall not disclose the contents of this Agreement to third parties.

9.2. Each of the Parties agrees that, within the effective term of this Agreement, as well as after its expiration, it will treat as confidential and not use for its own purposes or disclose without the prior written consent of the other Party to any third party any confidential information, including, without limitation, any operational or technical data, know-how or other information, business and strategic plans, discoveries, production methods, designs, financial and accounting information, sales and marketing data, customer lists and information, except for the cases where such information:

• exists in the public domain, or
• is already available to such party at the moment of its disclosure, or
• subsequently passes into the public domain other than through the violation of this Agreement, or
• is subsequently made available to such party by a third party in a legal manner.

9.3. Provisions of this Clause 9 shall survive the effective term of this Agreement.

9.4. The Licensee shall be required to obtain preliminary written Licensor's consent (and the Licensor shall not unreasonably withhold such consent) for the disclosure of Confidential materials to third parties, in cases where the Licensee is able to prove that it is liable under the law to proceed to such disclosure due to performance of its other obligations unrelated to this Agreement.

10. MATERIALS OWNED BY THE LICENSOR

10.1. The “Materials owned by the Licensor” include:

• the Licensor's technical solutions, any upgrades of such solutions and any parts of such solutions in any form, or
• any other information or data, whether in written, graphical or machine-readable form, relating to Licensor's technical solutions received by the Licensee from the Licensor.

10.2. The Licensee acknowledges that the Materials owned by the Licensor are confidential information and constitute assets which are valuable for the Licensor. The Licensee shall not use any Materials owned by the Licensor for any purposes not specifically mentioned in the Agreement.

10.3. The Licensee agrees not to disclose or provide any Materials owned by the Licensor or any part thereof, in any form, to any persons other than its employees and employees of the Licensor, agents and other duly authorized persons. The Licensee agrees to take appropriate steps to perform its obligations under this Agreement with respect to using, copying, modification, protection and integrity of such Materials owned by the Licensor.

10.4. The Licensee shall not perform any disassembling or decompilation of any program entities of the System or attempt otherwise to create, use or modify any software provided by the Licensor, unless such activities are permitted by the conditions of this Agreement.

10.5. The Licensee's obligations envisaged by this Clause 10 shall survive the effective term of this Agreement and continue in force after its termination.

11. MISCELLANEOUS

11.1. Any amendments to this Agreement shall be invalid unless made in written form and executed by both Parties.

11.2. The Licensor does not guaranty, explicitly or implicitly, the quality, productivity, operability or fitness for specific purposes of this software, hardware or documentation.

11.3. The Licensor shall not be liable for any direct or indirect losses, actual or incidental damages caused by the use or by the impossibility to use the software, hardware or documentation even if the Licensor shall have been advised of the possibility thereof. Particularly, the Licensor shall not be liable for any and all losses including without limitation those sustained as a result of the use of this software, data losses, the costs of software restoring or data regeneration, costs of the software replacement, third parties’ claims or other similar costs. In all cases, the Licensor’s entire liability may not exceed the size of the licensing fee.

11.4. The guaranties and remedies described in sub-clauses 11.2 and 11.3 of this Clause 11 of the Agreement are exclusive and replace all other guarantees and remedies, oral or written, explicit or implicit. The Licensor’s dealers, distributors, agents or employees shall have no right to make any amendments to this guarantee except of those provided by sub-clauses 11.2 and 11.3 of this Clause 11 of the Agreement.

12. EFFECTIVE TERMS OF THE OFFER AND CHANGING THE OFFER CONDITIONS

12.1. The Offer shall be deemed to be effective from the moment of its posting in the Internet at http://www.teamwox.com and shall stay in force until the Offer is withdrawn.

12.2. The MetaQuotes Software Corp. reserves its right to change the Offer conditions and/or withdraw the Offer at its own discretion and at any time. In case the MetaQuotes Software Corp. makes any changes in the Offer, such changes shall be deemed to be effective from the moment of posting the revised text of the Offer in the Internet at the address specified in sub-clause 12.1 if other effective terms are not additionally provided for such changing at such posting.