报价协议

PUBLIC OFFER

TeamWox SaaS (Software as a Service) Agreement

MetaQuotes Software Corp. hereinafter referred to as the "Contractor" publishes and offers to any physical or legal person the present TeamWox SaaS agreement (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 Contractor, the physical or legal person that effects the acceptance of this Offer becomes a party of the Agreement hereinafter referred to as the "Client".

The Contractor 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 Contractor with the Russian Patent and Trademark Office ("Rospatent") (Certificate No. 2008614678 dated September 29, 2008).

1. DEFINITIONS

1.1. In this Agreement the following words and expressions have the following meaning:

1.1.1. "Offer Acceptance" means the plenary admission of the Offer by performing the steps described in Clause 7 of the Offer.

1.1.2. "Services" means the services of the Contractor aimed at providing the possibility of using the Online Application TeamWox SaaS. SaaS is an abbreviation for "Software as a Service".

1.1.3. "Client" means the person that has performed the Offer Acceptance. The Client is the Customer Ordering Services according to the TeamWox SaaS Agreement.

1.1.4. "Site" means the website placed in the Internet at http://www.teamwox.com.

1.1.5. "Online Application" means a software that can be used through the interaction between the user and the product via the Internet protocols of HTTP or HTTPS using the programs of Internet clients (browsers).

1.1.6. "Online Application TeamWox SaaS", "Service" mean a software used in the Internet through authentication by the address of https://userdomainname.teamwox.net with the existing interface and functionality, as well as with the changes to the interface and functionality which the Contractor may make from time to time. The "userdomainname" means the Client's server domain name assigned at the Client's registration on the Site.

1.1.7. "Hosting" means the software and hardware system to store applications and data, as well as the realization of the access to them via the protocols of the Internet.

1.1.8. "Account", "User Account" mean the login and the password associated with the user and used to realize this user's access to the Service.

1.1.9."Authentication" means authorizing the user to access to the Service by entering the login and the password of the User Account.

1.1.10."Client's Data" means the information transferred by the Client to the Service and stored by the Client on the Service Hosting using the Service.

2. SUBJECT OF THE AGREEMENT

2.1. The subject of the Agreement is services provided by the Contractor to the Client for a fee pursuant to the terms and procedures of the Offer.

3. SERVICING TERMS AND PROCEDURES

3.1. The Contractor provides the Client for the Agreement time a non-exclusive, non-transferable, terminable license of using the Service exclusively for the Client's internal business activities under the stipulation that such business operations don't include the leasing or time-sharing the Service.

3.2. The Contractor provides the Client with the access to the Service with the requested number of accounts provided that the Client meets the terms stipulated in Clause 6 of this Agreement.

3.3. The Client's access to the Service is effected in the Internet through authentication by the address of https://userdomenname.teamwox.net by entering the login and the password of one of the Client's Accounts.

3.4. The Service Hosting and the storage of the Client's Data are effected by an outside hosting center on the basis of a separate agreement with the Contractor.

3.5. The Client acknowledges and agrees that all rights, names and profits of all intellectual property rights to the Service are owned by the Contractor. Except the right of use provided by this Agreement, the license granted to the Client does not provide the Client with any rights to the Service, does not mean explicitly or implicitly any property right to the Service or any intellectual property rights of the Service. All rights that are not given to the Client according to this Agreement are reserved by the Contractor.

3.6. The Client acknowledges and agrees that the license provided to it under the Agreement allows a temporary use of the System as a Service with a limited number of accounts for its personal or business purposes with no right to install, copy or run the System, but not for further resale or transfer of the right to use the System to other parties.

3.7. The Client agrees that the use of the Service requires from the Client to have an access to the Internet and an acceptable data-flow rate to transfer data from the Client to the Service via an Internet channel.

4. RIGHTS AND OBLIGATIONS OF THE CONTRACTOR

4.1. The Contractor shall provide the Services to the Client according to the Agreement concluded upon the terms and conditions of the Offer.

4.2. The Contractor shall provide the Client with the access to the Service on the basis of accounts created by the Client under stipulation that the Client meets the terms stipulated in Clause 6 of this Agreement.

4.3. The Contractor shall make backup copies of the Client's Data according to the TeamWox SaaS, Rules placed on the Internet at http://www.teamwox.com.

4.4. The Contractor shall give its professional advice to the Client via e-mail from 10 a.m. to 7 p.m. (GMT+3) on working days.

4.5. The Contractor shall be entitled to send technical or informing notifications to the e-mail address provided by the Client.

4.6. The Contractor shall be entitled to update the contents, functionality and user interface of the Service at its own discretion and according to the Agreement from time to time. The Contractor shall not be liable to the Client for any modifications of the Service. The Contractor shall be entitled to inform the Client about some of the modifications by posting a notification on the Contractor's Site and/or by sending a notification to the e-mail address provided by the Client.

4.7. The Contractor shall be entitled in its sole discretion to revise the price of the Services, change or introduce new fees and/or fee schedules.

4.8. In case of termination or expiration of the Agreement, the Contractor shall store the Client's data on the Service Hosting or on removable media within 3 months from the termination or expiration of the Agreement, the Contractor shall also provide the Client with a file containing the copy of the Client's Data processed and organized according to the internal rules of the Service at any time, but no more than three times.

4.9. After 3 months upon the termination or expiration of the Agreement, the Contractor shall be entitled to delete all the Client's Data from the Service Hosting and from all removable media beyond recovery, then the Contractor shall be released from all its obligations related to the Client's Data.

4.10. The Contractor shall be entitled to suspend providing the Services for the period of time necessary to maintain the Service. The total period of time, during which the Services are unavailable due to its maintenance, shall not exceed 10 hours per month. The maintenance work shall, wherever possible, be performed between 11 p.m. and 4 a.m. (GMT+3). The Contractor shall, wherever possible, inform the client about the future work by posting a notification on the Contractor's Site and/or by sending a notification to the e-mail address provided by the Client.

4.11. The Contractor shall be entitled to suspend providing the Services under the Agreement and/or perform the early termination of the Agreement in accordance with civil procedures by notifying the Client, in case of the Client's breach of its obligations and/or guarantees undertaken by the Client under this Agreement.

4.12. The Contractor shall be entitled to refer to the Client as a user of the Services on the Contractor's Site and in the Contractor's marketing and promotional materials.

5. OBLIGATIONS OF THE CLIENT

5.1. The client shall strictly meet the terms and conditions of the Agreement and of the Supplements to the Agreement.

5.2. The client shall timely pay for the Services according to Clause 6 of this Agreement.

5.3. The client shall not perform the following actions: a) make copies of the Service or any parts thereof; b) make any changes to the Service or any parts thereof; c) deinstall the Service or any parts thereof; d) reverse engineer of the Service or any parts thereof; e) decompile the Service or any parts thereof; f) disassemble the Service or any parts thereof; g) disclose in any other manner any source texts of the Service programs; h) modify the Service in any manner or in any form; i) use any unauthorized modified copies of the Service including, without limitation, such the use thereof for developing a similar and/or competitive product or service or for getting an unauthorized access to the Service; j) falsify its IP address and the addresses used in other network protocols, when transferring data to or from the Service; k) perform any actions aimed at breaking the adequate performance of the Service; l) perform any actions aimed at getting an access to the data of other clients of the Contractor; m) perform any actions aimed at transferring to the Service any senseless or useless information creating an excessive (parasitic) load on the Service; n) sub-license the Service to any third parties; o) give the logins and the passwords of the Accounts to any third parties that are not related to the Client's business activities; p) use the Service for sending any advertising information (spam) without the recipient's consent. Here, the word "Spam" is defined by the generally known Acceptable Use Policy placed on the Internet, which is a trade custom; q) use the Service to send illegitimate, disturbing, libelous, defamatory or threatening messages; r) authorize, contract out, sell, lease, assign, transfer rights to, distribute, host, disclose or make the Service available to any third parties, including, without limitation, creating the Internet links to the Service, which provide the information about the Client's connection to the network, including, without limitation, user names, passwords, cookies and/or mirroring or wrapping any parts of the Service; s) transfer to or from the Service, store using the Service, e-mail using the Service, provide links using the Service, reproduce using the Service or distribute in any other manner using the Service any information obtained unlawfully, including, without limitation, software or other materials protected by copyright and/or by neighboring rights; obscene material; third parties' details; advertising services, goods or other materials; personal details; t) perform any other actions that are not provided in this Agreement and containing the components of crime or administrative offense, or infringing the rights or legitimate interests of the Contractor or of any third parties.

5.4. The Client guarantees that the Client itself and anybody acting on behalf of the Client shall not use the Service with the aim of inspiring any other clients of the Contractor to using any competing products.

5.5. The Client guarantees that the Service shall be utilized by any users of the Client strictly according to the terms and conditions of the Agreement.

5.6. The Client shall immediately notify the Contractor about all cases of losses or thefts of the passwords of the Client's Accounts.

6. PAYMENT TERMS AND PAYMENT PROCEDURES

6.1. Payment terms for the Services provided to the Client under this Agreement are defined in accordance with the payment terms indicated on the website at: http://www.teamwox.com. The indicated amounts of money are free of VAT. The Client shall perform the full advance payment within 10 (Ten) working days from the date of presentation of the invoice by the Contractor, the invoice being formed during the Client's registration on the website.

6.2. All payments under this Agreement shall be cashless and performed by transferring the money to the Contractor's bank account according to the invoice presented by the Contractor and formed during the Client's registration on the website at: http://www.teamwox.com. The Client's payment of the invoice shall be considered to be the Client's Acceptance of the Offer.

6.3. The cost of the Services include the cost of technical support services provided within the first 12 months from the acceptance date. The date of the payment receipt on the Contractor's bank account shall be considered to be the acceptance date of this Agreement.

6.4. The Client shall pay for the subsequent technical support of the Service separately on a yearly basis in the amount specified on the website at: http://www.teamwox.com. The indicated amounts of money are free of VAT. The Client shall perform the full advance payment within 10 (Ten) working days from the date of presentation of the invoice by the Contractor.

6.5. For the purpose of this Agreement, the following methods of payments for the Services shall be accepted: a) money transfer without bank account; b) money transfer from the Client's Bank account; c) money transfer via electronic payment systems, such as WebMoney, PayPal or others. The Client shall choose and use the method of payment for the Services at its own discretion, without the Contractor's liability. Security, confidentiality, as well as other provisions of using the payment methods selected by the Client shall not be regulated by the Offer or by the Agreement, they shall be governed by agreements between the Client and the relevant companies.

6.6. The Client shall notify the Contractor about the payment by providing a copy of a payment document with a notation made by the designated bank (if applicable to the payment method selected).

6.7. The Services shall be considered as paid by the Client from the date of Contractor the bank's confirmation of the total amount received on the Contractor's account.

6.8. Upon expiration of the Services providing under the Agreement (Invoice), the Contractor shall create the Service Acceptance Certificates. Within ten working days after the expiration of the reporting period, the Client shall accept the Services, particularly by signing the Acceptance Certificate, or present a motivated objection related to the acceptance of the Services provided. In case of no signed Acceptance Certificate or motivated written objections received from the Client within the above-mentioned period, the Services shall be considered as duly provided by the Contractor and accepted by the Client to the extend specified in the Acceptance Certificate which shall have the force of a bilateral act.

6.9. A delay in any payment under this Agreement 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. A material breach of the terms of the Agreement by any of the Parties may provide grounds for its termination by the other Party in a manner prescribed by the Russian Federation law.

6.10. The Client shall undertake all expenses (including bank commissions) for the Client's money transfer under this Agreement.

7. OFFER ACCEPTANCE AND CONCLUSION OF THE AGREEMENT

7.1. In case of concluding the Agreement, the Client shall perform the Offer Acceptance by its advance payment for the Invoice presented for the Contractor's Services that are the subject of this Agreement within the established time limits. In case the Offer Acceptance (payment for the Invoice) is not performed within the established time limits, the Offer shall cease to be effective as related to such ordered Services, and the Contractor shall reserve the right to delete the Client's Data. The Invoice for the Contractor's Services shall contain the time limits established for the Services provided by the Contractor.

8. EFFECTIVE TERMS OF AND AMENDMENTS TO THE OFFER

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

8.2. The Contractor shall reserve the right to make amendments to the Offer provisions and/or withdraw the Offer at any time at its own discretion. In case the Contractor makes amendments to the Offer, such amendments shall be deemed to be effective from the moment of placing the revise text of the Offer on the Internet at the address indicated in sub-clause 8.1, if other time limits are not separately provided during such placing.

9. EFFECTIVE TERMS OF AND AMENDMENTS TO THE AGREEMENT

9.1. The Offer Acceptance performed by the Client according to the provisions of Clause 7 of the Offer produces the Agreement subject to the conditions of the Offer.

9.2. The Agreement shall be deemed to be effective from the moment of the Offer Acceptance performed by the Client and shall stay in force: a) until the full discharge by the Parties of their obligations under the Agreement, namely - payment by the Client for the Services and providing by the Contractor the Services to the extent that corresponds with the cost of the Services, or b) until the Agreement is terminated.

9.3. The Client shall agree and acknowledge that amendments made to the Offer shall result in making the same amendments to the Agreement concluded by and acting between the Client and the Contractor and these amendments in the Agreement shall become effective simultaneously with such amendments in the Offer.

9.4. In case the Contractor withdraws the Offer within the effective period of the Agreement, the Agreement shall be deemed to be terminated from the moment of the withdrawal, if otherwise is not provided by the Contractor at its withdrawal of the Offer.

10. TERMINATION OF THE AGREEMENT

10.1. The Agreement may be terminated at any time by the Client by notice in writing to the Contractor within at least 10 (Ten) working days before the termination, or at any time by the mutual consent of the Parties, or by either Party, in case the other Party breaks the terms and conditions of the Agreement, by notice in writing to the other Party within at least 10 (Ten) working days before the termination, or for other reasons provided by this Offer.

11. WARRANTIES

11.1. The Contractor warrants the high quality of the Services, but it shall not warrant the absolute availability and faultlessness of the Services nor warrant that software produced by the Contractor or by any third parties, or other materials used to provide the Services are totally protected from computer viruses or any other malicious components or software.

11.2. Within the effective period of the Agreement, the Contractor shall take all commercially reasonable measures to protect the Client's data and exert every effort in order to eliminate any faults or errors, in case they occur, as soon as possible.

11.3. The Contractor shall be entitled to disclose the information about the Client only as required by the Russian Federation law.

11.4. By its agreeing with the terms and conditions of this Offer through the Offer Acceptance, the Client (or the Client's representative including a physical person duly authorized to enter into the Agreement on behalf of the Client) warrants to the Contractor that:

11.4.1. The Client (the Client's representative) has provided the Client's valid details, including the personal details of the Client's representative, at the Client's registration on the Contractor's Site and at the preparation of payment documents to pay for the Services.

11.4.2. The Client enters into the Agreement voluntarily and the Client (the Client's representative): a) had studied the terms and conditions of the Offer, b) fully understands the subject of the Offer and the subject of the Agreement, c) fully understands the importance and the consequences of its actions related to concluding and executing the Agreement.

11.4.3. The Client (the Client's representative) shall have all rights and authorities necessary to conclude and execute the Agreement.

11.4.4. No clauses of this present Agreement come into conflict with the law of the country of the Client being the non-resident of the Russian Federation.

12. LIABILITIES AND LIABILITY RESTRICTION

12.1. The Client shall be fully liable for a) compliance with all legal requirements including, without limitation, the laws on advertising, on intellectual property and competition laws, as related to the actions performed by the Client when using the Service; b) the validity of the details provided by the Client at the registration on the Contractor's Site and the validity of the Client's warranties and representations contained in Clause 11 of the Offer.

12.2. In case of the Client's breach of the terms and conditions of the Agreement, the Contractor shall have the right to suspend providing the Services until the Client eliminates its breaches and fully repays (compensates) the damages injured to the Contractor by such breach, and/or terminate the Agreement by notice in writing to the Client's e-mail address provided by the Client at its registration on the Contractor's Site. In case of the termination of the Agreement on this ground, the Contractor shall have the right to withhold from the Client the amounts of penalties and damages raised under this Agreement.

12.3. The Contractor shall not, in any case, be liable under this Agreement for: a) any actions or omission to act directly or indirectly resulting from the Client's and/or any third parties' actions or omission to act; b) any indirect losses or loss of profits of the Client and/or any third parties whatsoever even if the Contractor shall have been advised of the possibility thereof; c) the use (the impossibility to use) and any consequences of the use (the impossibility to use) by the Client the method of payment under this Agreement, chosen by the Client, as well as the use (the impossibility to use) by the Client or by any third parties any means and/or methods of transferring/receiving any information.

12.4. The Contractor shall not be liable for the contents and conformity with the active legislation of the Client's Data.

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

13. MISCELLANEOUS

13.1. In case of the explicit contradiction of conditions under this Agreement with conditions of any of its supplements, the statements of this Agreement are in priority.

13.2. The Agreement, its conclusion and performance are regulated by the active law of Russian Federation. All issues not covered, or not fully covered by this Offer are regulated under the material law of the Russian Federation. If disputes between the Client and the Contractor are not settled down by way of negotiations of Parties, they are to be handled pursuant in the procedure established by the active legislation of the Russian Federation.

13.3. Not conflicting with the conditions of this Agreement, the Client and the Contractor can in any time enter in Services Agreement in the form of a written bilateral document.