PUBLIC OFFER

LICENSE AGREEMENT

MetaQuotes Software Corp. company with registered address at P.O. Box N-341, Charlotte House, Charlotte Street, Nassau, Bahamas, incorporated under the laws of the Commonwealth of the Bahamas and hereinafter referred to as the "Licensor", publishes and offers to conclude this license agreement ("Agreement") on the acquisition of limited rights to use the "TeamWox" system under the terms of a simple non-exclusive license in the amount and for the purpose specified in this Agreement, hereinafter referred to as the "Offer", for individuals and legal entities.

The Agreement is a Public Offer and is published on the website https://www.teamwox.com.

In case of acceptance of the provisions of this offer and settlement of the applicable payment to the Licensor, the physical or legal person that effects the acceptance of this Offer becomes a party to the Agreement hereinafter referred to as the “Licensee”, and acceptance of the offer is equivalent to concluding the Agreement on the conditions set forth in the offer.

The Licensor is the legal owner of the exclusive intellectual property rights and copyrights to the TeamWox software (hereinafter referred to as the "System"), legally and validly registered by MetaQuotes Software Corp. with the Russian Patent and Trademark Office ("Rospatent") (Certificate No. 2008614678, Registration date: September 29, 2008).

1. ACCEPTANCE OF THE AGREEMENT

The acceptance of the Agreement has a prerequisite of a sequence of actions to be performed by the physical or legal person to enter this Agreement, namely:

1.1. Independent review of the provisions of this present Public Offer of the License Agreement published at: https://www.teamwox.com.

1.2. Independent review of the provisions of the End User License Agreement of TeamWox published in the Legal Information section at https://www.metaquotes.net/en/legal. The specified agreement is an integral part of this Agreement.

1.3. Independent review of the provisions of the Privacy and Data Protection Policy published at https://www.metaquotes.net/en/legal/policies.

1.4. Placing an Order of the appropriate TeamWox license at: https://www.teamwox.com.

1.5. Settlement of full payment of the invoice according to Clause 5 of this Agreement towards the account of the Licensor.

1.6. The physical or legal person confirms that prior to performing the above actions, has become familiar, understands and fully accepts the terms of this Agreement.

The effective date of the Agreement is considered to be the date of receipt of the applicable payment to the Licensor’s bank account.

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 Licensee shall pay the applicable license fee and the Licensor shall grant a limited, individual, non-exclusive, simple, non-transferable, non-sublicensable, non-assignable and non-transferable license allowing the Licensee to download, install and use a legally obtained copy of the System in the following volume:

- running the System with a limitation of the applicable maximum number of users, limited to its installation and use of one copy of the System on one computer (PC) belonging to the Licensee or any third party, with remote access to the System via electronic communication channels, for the personal or business purposes of the Licensee.

3. DELIVERY SET AND TERMS

3.1. The System shall be delivered by the Licensor within 5 (five) working days upon payment of the fees, in accordance with the Clause 5 of this Agreement, by the Licensee.

3.2.  The delivery set of the System includes:

- The license software key of TeamWox.

3.3. The license key shall be transmitted in the form of an electronic document with a .lic extension over the Internet via the TeamWox LiveUpdate service built into the System and via e-mail to the address specified by the Licensee when ordering the System license on www.teamwox.com.

3.4. The setup distribution kit, technical instructions and additional documentation of the System are published on the website at: https://www.teamwox.com. All System components are delivered electronically via the Internet without the use of physical media and are downloaded by the Licensee independently.

3.5. The Licensee shall accept the delivery of the System with all its built-in components and options, and the Licensor warrants operational efficiency only in respect to the System copies issued under this Agreement. The System is provided to the Licensee on an “as is” and “as available” basis and the Licensor does not warrant that the use of the System will be uninterrupted or error-free or that it will achieve its intended purpose or results.

4. RIGHTS AND OBLIGATIONS OF THE PARTIES

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

4.2. Prior to the installation and use of the System, the licensee agrees to read and accept the applicable End User License Agreement (EULA) built into the System and also published in the Legal Information section at https://www.metaquotes.net/en/legal. Violation of any EULA provision shall be considered a material breach of the present Agreement and shall entitle the Licensor to terminate this Agreement and withdraw the license.

4.3. The Licensee shall activate each copy of the System via Internet through the TeamWox LiveUpdate service built into the System. In the event of 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.

4.4. The Licensee shall pay the Licensor for the right to use the System in accordance with the provisions of Clause 5.

4.5. The Licensor shall only extend the Licensee's right to use updates and improvements of the System subject to the Licensee's compliance with the provisions of Clause 5. The right to use the System updates and improvements is provided by the Licensor on an annual fee basis subscription and includes the following:

4.6. Updates and improvements of the System shall be conducted remotely via Internet by updating the System modules via the MetaQuotes LiveUpdate service.

4.7. The Licensor does not warrant operational efficiency of the System or its parts and components in conjunction with additional modules/software developed by the Licensee or any other programs developed by any third party, on the basis of TeamWox SDK.

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

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

4.10. The Licensee may develop or authorize a third party to develop its own software using TeamWox SDK, without any prior approval from the Licensor.

4.11. The Licensor does not offer or provide services concerning access to the Internet, nor services of installation and monitoring of computer hardware, and shall in no event be held liable for any communication and/or equipment failure, including but not limited any errors, interruptions in networks while operating the System.

4.12. The Licensee shall independently install, deploy, configure and manage the System. At the request of the Licensee, the Licensor may conduct remote initial installation of the System on the Licensee's hardware for an additional fee.

4.13. The Licensee undertakes not to knowingly or unknowingly cause, permit or authorize the modification, translation into other languages, creation of derivative products or services, reverse engineering, decryption, decompiling and/or disassembling of the System and any components and parts thereof, gaining unauthorized access to databases and network protocols and compromising the integrity of the System's security system and modifying the System's program Interface in any way.

4.14 The Licensor reserves the right to modify, enhance, replace or make additions to the System in any way whatsoever as the Licensor may determine in his discretion without any notice.

5. PAYMENT TERMS AND PROCEDURE

5.1. In consideration of granting the Licensee the License as expressed in this Agreement as stipulated in clause 2.1, the Licensee shall pay the Licensor a license fee according to the applicable License Order placed on https://www.teamwox.com website.

All prices and fees are published on the www.teamwox.com website and do not include VAT and may be modified from time to time at the Licensor's own discretion. The Licensee shall perform the full payment within 10 (Ten) working days from the date of the issue of the invoice by the Licensor, the invoice being formed upon the Licensee's order of the applicable license on the https://www.teamwox.com website.

5.2. The service for the System updates and improvements is provided to the Licensee for free for the first 12 (twelve) months. Upon expiration of the the said period, the Licensee has the option to opt-out of the annual fee for receiving the System updates and improvements, and thus the Licensor shall not provide the Licensee with further System updates and improvements.

5.3. Further System updates and improvements are provided to the Licensee on a separate annual subscription fee basis specified at https://www.teamwox.com. The Licensee shall perform the full payment within 10 (Ten) working days from the date of the issue of the invoice by the Licensor, the invoice being formed upon the Licensee's order of renewal of license to the System updates and improvements on the https://www.teamwox.com website. Prices and fees of system updates and improvements are published at the www.teamwox.com website and may be modified from time to time at the Licensor’s own discretion.

5.4. All payments under this Agreement shall be performed by transferring the full amount to the Licensor's bank account according to the invoice presented by the Licensor and formed when an appropriate order is made on the website at https://www.teamwox.com. All invoices are issued by the Licensor in electronic format and sent to the Licensee.

5.5. The Licensor shall receive full payments of the invoices, without any deductions. Accordingly, the Licensee shall pay all outgoing, intermediary and incoming bank charges resulting from transfers of payments to the Licensor. Any payments made in accordance with this Agreement are not refundable.

5.6. The Parties agree that any tax obligations of either Party related to this Agreement shall be fulfilled outside of this Agreement, in accordance with the legislation of the Party's tax country of residence and/or registration.

5.7. A delay in any payment to be made according to the 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 current Agreement.

6. EFFECTIVENESS AND TERMINATION

6.1. This Agreement shall be deemed to be effective from the moment of acceptance and payment by the Licensee of the fee as stipulated in clause 5.1. of this Agreement and shall remain in effect for 12 (twelve) months.

6.2. 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, while this extension of the Agreement does not require the additional payment of the license fee stipulated in clause 5.1. of this Agreement, except for the Licensee's right to pay for the annual subscription for System updates and improvements, as stipulated in clause 5.3. of this Agreement.

6.3. This present Agreement is made in the English language. The original English version of the Agreement may have been translated into other languages. In the event of inconsistency or discrepancy between the English version of the Agreement and any other language version, the English language version shall prevail.

6.4. Either Party may terminate this Agreement at any time by sending to the other Party a written notice to this effect at least 30 (thirty) days prior to the date of the intended termination of this Agreement.

6.5. Either Party shall have the right to immediately terminate this Agreement on the occurrence of any of the following events:

In the event of any of the above circumstances, the Licensor shall be entitled to discontinue the license of the System and to terminate the Agreement.

6.6. Termination of this Agreement for any reason whatsoever shall not excuse the Licensee from paying to the Licensor all fees owed pursuant to Section 5 and all unpaid fees shall become due and payable.

6.7. The Licensor shall not be liable to the Licensee for damages of any kind that derive from the termination of this Agreement in accordance with its terms and conditions. The Licensee waives any rights it may have to receive any compensation or reparation for termination of the Agreement under any laws.

In the event of the termination and abandonment hereof, pursuant to the provisions of this Section hereof, this Agreement shall become terminated and have no further force and effect, except for the liability of the Licensee for fee payment pursuant to Section 5 hereof and except either Party’s confidentiality obligations pursuant to Section 7, that shall remain in force indefinitely.

7. CONFIDENTIALITY

7.1. Both Parties agree that, within the effective term of this Agreement, as well as after its expiration, they shall treat as confidential and not use, or disclose to any third party without the prior written consent of the other Party, any confidential information, including, without limitation, "Materials owned by the Licensor", 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, except when legally compelled to do so under Clause 7.5 herein, and except for the cases where such information:

7.2   The "Materials owned by the Licensor" include:

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

7.3. The Licensee undertakes 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. The Licensee undertakes to take appropriate steps to perform its obligations under this Agreement with respect to copying, modification, protection and integrity of such "Materials owned by the Licensor".

7.4. In the event that either Party becomes compelled by law to disclose any confidential information, the receiving Party shall provide the disclosing Party with prompt written notice, so that the disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of Section 7 of this Agreement.

7.5. In the event that a protective order or other remedy is not obtained, or the disclosing Party waives compliance to the provisions of Section 7 of this Agreement, the receiving Party shall: (1) disclose only the portion of confidential information that is legally required to be disclosed and (2) exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be afforded to confidential information.

7.6. Any disclosure in violation of this Section 7 shall be deemed a material breach of this Agreement and shall entitle the Licensor to terminate it.

7.7. Termination of this Agreement for any reason by either Party shall not relieve the Parties of any obligation with respect to information and documentation disclosed under this Agreement. 

7.8. The provisions of this Section 7 shall survive the effective term of this Agreement and shall remain in force indefinitely.

8.  INTELLECTUAL PROPERTY

8.1. The System and the intellectual property rights relating thereto are and shall remain the property of the Licensor.

8.2. The Licensee shall notify the Licensor immediately if he becomes aware of any unauthorized use of the System or any of the intellectual property relating thereto.

8.3. The Licensee shall not use, reproduce or sell the System or any copies thereof except as expressly permitted by this Agreement.

8.4. The Licensor warrants that he is the beneficial owner of and has full title and interest in the System.

The provisions of this Section 8 shall survive the termination of this Agreement.

9. INDEMNIFICATION AND LIMITATION OF LIABILITY

9.1. To install the System, the Licensee shall select and use a web hosting site or the required computer hardware. The Licensor does not provide services of a Web hosting provider or computer equipment installation and monitoring services, therefore the Licensor cannot be held liable for any communication and/or equipment failure, delay in reporting transactions in accounting books or their confirmation, or any fault in electric circuits.

9.2. In no event shall the Licensor, or any of its employees, affiliates, contractors, directors, officers be held liable to the Licensee or any third party, whether in contract, tort (including negligence), or otherwise, whether foreseeable or not, for:

      I. Any direct, indirect, incidental, special, punitive or consequential damages (including without limitation any loss or corruption of data, interruption, computer failure or pecuniary loss) arising out of the use or inability to use the System and/or services provided via www.teamwox.com;

      II. Any loss of revenue, income, goodwill, business, profits or anticipated savings (whether direct or indirect), arising out of the use or inability to use the System and/or services provided via www.teamwox.com;

      III. Any loss or damage arising out of or in connection with:

The entire Section 9 shall survive termination of this Agreement.

10.   SEVERABILITY

10.1. If any term or any part of a provision of this Agreement is found by a competent judicial authority to be invalid or unenforceable in any respect, the validity of the remainder of this Agreement shall be unaffected, provided that such unenforceability does not materially affect the operation of this Agreement.

11.   WAIVER

11.1. A Party's failure to exercise or delay in exercising any right, power or privilege under this Agreement shall not operate as a waiver; nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof.

12. DISPUTE RESOLUTION

12.1. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of the Republic of Cyprus.   

12.2. Any disputes arising between the Parties shall be settled through negotiations between them. In the event a dispute cannot be resolved through the negotiations of the Parties, each Party irrevocably agrees that the courts of the Republic of Cyprus (and specifically, to extent permitted by law, the District Court of Limassol) shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.

12.3. Any disputes arising between the Licensee's directors, or owners, or shareholders regarding any issues related to the use of the System under this Agreement shall be solved without the involvement and/or arbitration of the Licensor.

12.4. Any other issues which are not addressed by this Agreement shall be governed by the laws of the Republic of Cyprus.

13.  ENTIRE AGREEMENT

13.1. This Agreement constitutes the entire understanding between the parties concerning the subject matter hereof.

14.  MISCELLANEOUS

14.1. Any notices required or permitted to be given under this Agreement shall be given in writing and shall be delivered by any of the following means: (i) in person, (ii) courier service, (iii) registered mail, (iv) electronic mail to the address of the Licensee specified when placing the order on the www.teamwox.com website and to the email address of the Licensor at support@metaquotes.net, or such other corporate address as either Party may specify in writing.

14.2. The express terms and conditions of this Agreement are in lieu of all warranties, conditions, terms and obligations whether implied by or arising under statutes, common law, custom, trade usages, common practice, business or other provisions, all of which are hereby excluded to the fullest extent permitted by law.

15. PERSONAL DATA

15.1. To the extent applicable, both Parties shall comply with the relevant laws relating to the protection of Personal Data including but not limited to the General Data Protection Regulation 2016/679 (Data Protection Legislation).

15.2. Each party shall:

15.3. Personal data are processed by the Licensor for performing its contractual obligations and for other legitimate interest business purposes as these are agreed, in the License Agreement or any other services provision Agreements between the Licensor and the Licensee. The types of personal information, which are processed by the Licensor, and their respective purposes, are outlined in the Appendices, of the relevant License Agreement, KYC documentation, including but not limited to, amendments and revisions and updates as these are deemed necessary, from time to time, for the provision of the services under the License Agreement. Such information shall be received solely by the Parties to this Agreement, the employees of each Party and the third parties who are engaged to perform obligations in connection with this Agreement (herein after referred as “Permitted Recipients”).

15.4. The Licensee warrants and undertakes that the Personal Data that has been or may be collected, processed and transferred to the Licensor has been or will be processed in accordance with the License Agreement, its Supplements and the applicable laws.

15.5. The Licensee shall ensure that:

15.6. The Licensor does not have access to the System servers and databases of operated by the Licensee. Only the Licensee shall be responsible for the protection and processing of personal data found on Licensee's servers.

16. EFFECTIVE TERMS OF AND AMENDMENTS OF THE OFFER

16.1. This Offer shall be deemed effective from the moment of its publishing at https://www.teamwox.com and shall stay in force until its withdrawal.

16.2. MetaQuotes Software Corp. reserves the right to amend the provisions and withdraw the offer at its sole and absolute discretion. In the event of any amendments to the Offer, such changes shall be deemed to be effective upon the publishing of the revised version of the Offer at https://www.teamwox.com.

17. LICENSOR DETAILS

MetaQuotes Software Corp.
Registered address: P.O. Box N-341, Charlotte House, Charlotte Street, Nassau, Bahamas
email: support@metaquotes.net
phone: +31 10 669 0521