PUBLIC OFFER CONTRACTMT FINANCE Limited Liability Company (hereinafter referred to as the "Contractor"), represented by Director General Tsaplin Nikita acting on the basis of the Charter, in accordance with licenses of the Federal Service for Supervision of Communications, Information Technology, and Mass Media No. 137295 from 30 October, 2015 (Telematic Communication Services) and No. 137296 from 30 October, 2015 (Data Communication Services, Excluding Services Requiring Voice Data Transfer) and an involved partners as well, in accordance with this offer shall offer paid services, software, and other software products (hereinafter referred to as the "Services" and/or "Products") to any natural person, legal entity, or individual entrepreneur (hereinafter referred to as the "Customer").
In accordance with paragraph 2 of article 437 of the Civil Code of the Russian Federation, this offer is a Public Offer (hereinafter referred to as the "Contract"); in accordance with article 438 of the Civil Code of the Russian Federation the Customer's registration in the accounting system on the Contractor's web server https://ruvds.com means full and unconditional acceptance of the Contract.
Terms and Definitions”Login” means a unique sequence of Latin letters and numbers used on the Contractor's web server to access the Personal Account; paired with the Password it is used to identify the Customer;
”Password” means a unique sequence of Latin letters and numbers required to access the Personal Account; paired with the Login it is used to identify the Customer;
”Order” means an electronic message sent by the Customer via the Contractor's web server which contains the Order number and a list of purchased services;
”Personal Account” means an electronic account displaying information on incoming and outgoing cash flows in payment for the Contractor's services;
”User Account” means a web interface on the Contractor's web server (https://ruvds.com), provided to the Customer to manage services and payments.
1. Subject of the Contract1.1. The Contractor shall provide storage space, computing power, and software for the Customer's equipment (server) connected to the Internet to host the Customer's Web system, as well as other resources (services), at the Customer's discretion, in accordance with the chosen price plan.
1.2. Services provided to the Customer hereunder shall be listed in the Order(s).
2. General Conditions of the Contract2.1. The Parties hereto acknowledge the legal validity of documents received via communication channels, as well as documents executed in simple written form. The exceptions to this rule are:
 this Contract that must be concluded in simple written form; an exchange of claims that must be made in simple written form.2.2. Under this Contract, communication channels mean e-mails using contact addresses indicated on the Contractor's web interface. If the contact addresses are changed on the Customer's initiative, the e-mails communicated to the Contractor using the password indicated by the Customer are to be considered contact addresses.
2.3. The Parties assume full responsibility for the actions of employees having an access to communication channels.
2.4. The Customer shall independently monitor changes hereto published on the Contractor's web server https://ruvds.com/contract.
2.5. Changes to this Contract shall take effect not more than ten (10) calendar days after they are published.
2.6. If the Customer agrees to such changes, this Contract, including these changes, shall continue in effect. If the Customer disagrees with such changes, the Customer shall notify the Contractor accordingly by an official letter with return receipt within the period specified in Clause 2.5; in this case, once the changes take effect, the Contract shall be terminated.
2.7. If the Contractor receives the official letter after the changes have taken effect, the Contract shall be terminated from the date the Contractor receives the notification. Services received by the Customer from the date the changes have taken effect to the date the Contractor receives the notification (inclusive) shall be provided taking into account the changes made hereto.
3. Obligations of the Parties3.1. The Contractor undertakes:
3.1.1. To comply with the provisions of this Contract and its Annexes.
3.1.2. To provide services in accordance with the terms of this Contract.
3.1.3. To provide advice to the Customer on issues related to the provision of services.
3.2. The Customer undertakes:
3.2.1. To comply with the provisions of this Contract and its Annexes.
3.2.2. To ensure timely payment for the services provided in accordance with Clause 4 hereof.
3.2.3. To bear all the risk of possible adverse consequences related to the loss and/or disclosure by the Customer of the password chosen by the Customer.
3.2.4. At the request of the Contractor, to provide timely and accurate information required to execute the Contract.
3.2.5. To be fully responsible for observance of copyright and other norms of legislation and cyber behavior related to the information stored, transmitted, or received by the Customer; for an unauthorized access to computers and information sources, as well as for the dissemination of unclaimed information in the network.
3.2.6. Not to provide hosting services to third parties using the Contractor's equipment without prior approval from the Contractor.
3.3. The Parties undertake:
3.3.1. Not to reassign their rights and obligations hereunder without the consent of the other Party.
4. Services4.1. The Contractor shall provide Services hereunder in accordance with the laws and regulations of the country where the Contractor and/or its representatives provide its Services hereunder ensuring appropriate quality corresponding to the operational characteristics of the Services.
4.2. The Services shall be provided to the Customer from the date the Services are ordered, and provision of the Services may be terminated or suspended exclusively under the terms hereof.
4.3. When ordering a service the Customer consents to effect payment for the service at the price effective on the date the order starts being executed. The Customer has a right to place a service order using one of the following methods:
by sending a request via communication channels; by using the password chosen by the Customer.4.4. The Contractor has a right to suspend the provision of the service if the Customer does not fully fulfill its payment obligations once more than seven (7) days or other period specified for the service provided have passed since the time the service started being provided. As soon as the service ordered is paid for in full, the provision of the service may be renewed.
4.5. If the Customer fails to fulfill its payment obligations regarding the services provided and suspended by the Contractor in accordance with Clause 4.4., and having passed seven (7) days or more (one hour, if the Customer tested the Contractor's services without prior payment provided) from the date the services were suspended, the Contractor has the right to notify the Customer via the communication channels of its intention to stop providing the service while removing all of the Customer's data stored by the Contractor with regard to this service.
4.6. The Services shall be deemed provided in full once the accounting period chosen by the Customer is over. If the Service is canceled, the amount based on the unused period is to be returned to the Customer's Personal Account. From the moment the Service started being provided to the moment it was canceled, the Service shall be considered provided in full.
4.7. In case the Service, that was provided as part of an any special promotion which offers an additional discount, is canceled, the funds that shall be returned to the Customer’s Personal Account will not include this discount.
5. Service Fee and Payment Terms5.1. The Service Fee will be in RUB. For international Customers the Service Fee may be displayed converted into UAH, USD, EUR, or any other currency at the discretion of the Contractor. The current Service Fees are available on the Contractor's website https://ruvds.com
5.2. When filling out documents of payment the Customer shall indicate its Login and the Service ordered in the "Purpose of Payment" section.
5.3. Based on the current service rates, the Contractor shall keep record of the Customer's payments and the services provided to the Customer on the Customer's Personal Account. Funds transferred by the Customer shall be deemed credited to its Personal Account, once these funds enter the Contractor's settlement account, provided that the Contractor has received from the bank the documents of payment to identify the payment.
5.4. The Contractor shall provide the Customer with an access to information about its Personal Account.
5.5. Upon termination of the Contract, provided there have been no violations of the Contract and its Annexes, or in the event that the Customer gives any legitimate reasons as to why it is impossible for them due to any reasons to use the services of the Contractor, any unused funds of the Customer shall be returned to the Customer's settlement account in any bank resident in the Russian Federation. The Contractor shall take all actions necessary to return the unused funds within a period not later than thirty (30) calendar days, once the Customer has submitted a written request indicating full details of the recipient (individuals must provide a documented confirmation of their personal data in advance). The unused funds shall be returned, net of cost of services provided to the Customer following the conclusion hereof, as well as withholding ten percent (10%) to compensate fees charged by the payment systems used by the Customer when transferring funds to the Personal Account. If the unused funds are returned, all bonuses and discounts granted during promotions and special offers are to be canceled.
5.6. Terms of Trial Period (Trial Server):
5.6.1. Terms of trial period for any services are presented by Contractor in a free form and may be altered unilaterally at any point in time without prior notice.
5.6.2. Trial period can be denied at the discretion of Contractor without explanation.
5.6.3. Services provided during trial period may be withdrawn without prior notice or explanation if necessary.
5.6.4. Contractor may refuse to service the trial server.
5.6.5. Contractor shall not be liable for trial server data security, direct or indirect losses caused by trial server usage or withdrawal of the right to thereof under 5.6.3.
6. Liabilities of the Parties6.1. The Parties bear responsibility for failure to perform or improper performance of the obligations hereunder as required by the legislation of the Russian Federation and the provisions set forth herein.
6.2. The Contractor shall not be liable to the Customer for any delays and communication interruptions, damage or loss occurring directly or indirectly due to force majeure, as well as for reasons beyond the reasonable control of the Contractor.
6.3. The Contractor shall not be liable to the Customer for any delays and communication interruptions arising due to technical maintenance or upgrading of the Contractor's equipment.
6.4. The Contractor shall not be liable for damage, direct or indirect, incurred by the Customer as a result of the use or inability to use the Contractor's services.
6.5. The Contractor shall not be liable for the content transmitted, received, and stored by the Customer.
6.6. The Contractor shall not be liable for violations or illegal actions committed by the Customer when using the services provided by the Contractor.
6.7. The Contractor shall not be liable to the Customer for damage of any kind incurred by the Customer due to the loss and/or disclosure of its Login and Password.
6.8. Limit liability of the Contractor for actual damage is limited to an amount equal to the cost of the Contractor's services to be rendered to the Customer the month the actual damage was incurred.
The Contractor shall not be liable to the Customer for any indirect losses (lost profit). 6.9. If the Customer violates the terms of this Contract, its Annexes, or the applicable legislation of the Russian Federation and/or of the country where the Contractor and/or its representatives provide Services in accordance with this Contract, the Contractor has the right to suspend the provision of Services until the underlying causes of the suspension are removed. In this case, the Contractor may send a notice to the Customer. The Contractor has the right to send such notice via various communication channels, including the Customer's e-mail indicated in the Personal Account. In this case, the Contractor has the right to continue withdrawing funds from the Customer's Personal Account in payment for the services that were suspended prior to the service cancellation by the Customer or removal of the cause for such suspension.
6.10. If the Customer fails to eliminate the violation which led to the suspension of the Services within six (6) months from the date Services were suspended (one day, if the Customer tested the Contractor's services without prior payment provided), the Contractor has the right to repudiate the Contract.
7. Forсе Majeurе7.1. The Parties are exempt from liability for partial or complete failure to fulfill obligations hereunder, if such failure was caused by an event of Force Majeure after conclusion hereof.
7.2. Events of Force Majeure include, but are not limited to: natural calamities; natural and industrial disasters; terrorist attacks; hostilities; civil unrest; any passage of law or governmental order, rules, regulations or directions by state authorities or local authorities prohibiting or imposing restrictions on the activities of the Parties hereunder; or other circumstances that can not be foreseen or prevented by the Parties in advance and make it impossible to fulfill its obligations under this Contract.
7.3. The Party willing to be released from liability shall immediately, but no later than three (3) business days, notify the other Party. Untimely notification about the events of Force Majeure deprives the Party of the right to be exempt from liability.
7.4. In the event that the Force Majeure impedes any Party to fulfill its obligations hereunder, the deadline for performance of such obligations shall be extended commensurably to the duration of such event, as well as the time required to eliminate its consequences, but not more than sixty (60) calendar days. If the Force Majeure persists for more than sixty (60) calendar days, or if, upon its occurrence, it becomes evident to both Parties that it will persist for more than sixty (60) calendar days, the Parties undertake to discuss alternative ways to execute this Contract or to terminate it with no liability for any loss or damages whatsoever. The Contractor undertakes to refund any unused funds to Customer in accordance with Clause 5.4. hereof.
8. Duration and Termination8.1. This Contract shall enter into force upon its conclusion and shall remain effective until the end of the current calendar year. The Contract shall be automatically extended for a period of one (1) calendar year, unless terminated by either Party on or before December 1 of the calendar year.
This Contract may be terminated: 8.1.1. By either Party
if the other Party becomes insolvent (bankrupt); in cases provided for in Clause 7.4 hereof.8.1.2. By the Contractor
if the Customer violates Clauses 3.2.1. and 3.2.4. hereof; if the Customer performs technical or other actions that are not provided for by the Contract, are not authorized by the Contractor, and which have caused or may result in losses to the Contractor or third parties.8.1.3. By mutual consent of the Parties.
8.1.4. Pursuant to Clause 2.6 hereof.
8.1.5. Pursuant to Clause 4.5 hereof.
8.1.6. By the Customer having notified the Contractor via communication channels.
9. Other Terms and Conditions9.1. The relations between the Parties shall be governed by the legislation of the Russian Federation.
9.2. All disputes arising under this Contract, including those related to its execution, violation, termination, or invalidity, shall be first settled through negotiations.
9.3. The pre-arbitration procedure is mandatory. Upon receiving a letter of claim, a response must be issued within ten (10) calendar days.
9.4. If the disputes cannot be settled through negotiations, they are to be settled by arbitration in the Moscow Arbitration Court (Russian Federation).
9.5. If the Customer does not have a fixed place of business in the Russian Federation, the Customer shall agree to appoint an agent providing them with necessary support to receive service of process; the Customer shall fully inform the Contractor about such appointment.
9.6. This Contract contains the final and complete terms of the agreement between the Parties and replaces all previous correspondence and preliminary negotiations between the Parties on its subject matter.
9.7. Any amendments or additions hereto shall be made in accordance with the terms hereof.
9.8. The Contractor guarantees that the information provided by the Customer, including personal data of the Customer, shall be used solely for the purposes of execution of this Contract.
9.9. The Customer guarantees to provide accurate and timely information to the Contractor.
10. Particulars of the Contractor MT FINANCE Limited Liability Company
OGRN (Main State Registration Number) 1157746680332
INN (Taxpayer Identification Number) 7706424050
KPP (Filing Reason Code) 770201001
Legal address: Russia, 125009, Moscow, ext.ter.g. Municipal District Meshchansky, Tsvetnoy blvd, 26, building 1, room. 12.
Banking Details:
Settlement Account 40702810801500009107 at Bank Tochka LLC Correspondent Account 30101810745374525104 BIC 044525104
General Inquiries and Technical Support:
Tel.: +7 (495) 135-10-99, +7 (800) 775-97-42 E-mail: [please enable JavaScript in your browser] Annex 1HOSTING POLICY1. Rights and Obligations of the Contractor1.1. The Contractor shall make every effort to ensure the continuous operation of the Customer's virtual server.
1.1.1. The Contractor shall make every effort to ensure that the equipment meets modern technical requirements.
1.1.2. The Contractor shall provide technical support and be available in accordance with the schedule published on the main page at https://ruvds.com.
1.1.3. The Contractor has the right to stop providing support to the Customer, if, when communicating with employees of the Contractor's company, the Customer is being deliberately insulting, uses elements of blackmail, or acts in any other way that hinders an effective exchange of views.
1.2. The Contractor cannot guarantee to provide services in the following cases:
1.2.1. The Contractor cannot guarantee the availability of technologies and solutions requested by the Customer, unless they are indicated in the documentation of the products and their combinations used on the Contractor's servers.
1.2.2. The Contractor shall not guarantee the possibility to install additional components, modules, etc. at the request of the Customer.
1.2.3. The Contractor has the right to stop providing services immediately, if it explicitly violates the policy of service provision, or otherwise jeopardizes the performance of the equipment or the server software of the Contractor.
1.2.4. The Contractor shall not host the Customer's websites or other resources under network attack (DDoS). Resources under attack shall be shut down to ensure the services are provided to other customers non-stop. The possibility to reactivate the server under attack will be discussed on a case-by-case basis.
1.3. The Contractor shall not be responsible for the speed and reliability of the international DNS, in particular:
1.3.1. For the speed of domain name transfer between DNS servers.
1.3.2. For unauthorized DNS caching by Internet users' servers.
1.4. The Contractor has the right to refuse hosting or change the terms for the provision of services (price plans, payment parameters, technical parameters) in the following cases:
1.4.1. If the Customer violates network etiquette or other accepted norms of conduct specified in the section Rights and Obligations of the Customer (see Section 2).
1.4.2. If the Customer violates the law or copyright.
1.4.3. If the Contractor's servers get overloaded with the Customer's software.
1.4.4. If the Customer violates standards and rules of traffic consumption (see Clause 2.5).
1.5. If the Customer grossly violates the hosting policy or the law, the Contractor has the right to refuse to return the advance payment for hosting services until the dispute is settled by official judicial authorities.
1.6. The Contractor shall provide support for the Customer's resources in accordance with generally accepted norms and limitations for unmanaged hosting services.
1.6.1. The Contractor shall provide technical support and advice to the Customer only on its own services and software products.
1.6.2. The Contractor shall not analyze or eliminate any arising problems, unless they are related to the Contractor's hardware and software.
1.6.3. The Contractor shall not be responsible for the correct operation of the Customer's resources, or for the possibility of the Customer's resources to operate correctly on the Contractor's equipment or software environment. Support options on this issue shall be limited, not including management of the Customer's resources.
1.6.4. The Contractor shall not eliminate the malfunction or other operation problems of the Customer's resources, regardless of its causes.
1.6.5. The Contractor shall not work with files and other resources of the Customer, such as analysis, correction, debugging, etc.
1.6.6. The Contractor may provide additional management services for the Customer's resources upon prior explicit agreement, without any explicit or implicit obligations to provide such services.
1.7. The Contractor shall set the processing time for the Customer's incoming requests as follows:
1.7.1. Failures of the Contractor's equipment or software shall be analyzed and eliminated by its own monitoring services; with the response time being 4 hours (maximum) during office hours and 8 hours (maximum) outside office hours. The Customer's does not need to make a request for such works.
1.7.2. The maximum response time to a request for a simple consultation on the Contractor's services is 24 hours.
1.7.3. The maximum response time to a request for a consultation on technical parameters of the Contractor's services is 3 business days.
1.7.4. The maximum processing time for requests requiring technical manual work for the Customer's resources is 3 business days, starting from the business day following the date the request was received. The processing time for requests, meaning the first stage of the works, does not include time required to complete the works, if such works require much time (operations with large amounts of data, manual backups, etc.).
1.7.5. The maximum processing time for other requests is 7 business days Due to objective reasons, upon notifying the Customer, it may be extended.
1.7.6. The Contractor shall make every effort to reduce the processing time for any Customer's requests. The target for the customer support service is to process all incoming requests 24/7 within a maximum period of up to 2 hours upon receiving the request. On average, this target is met for more than 95% of requests, but cannot be guaranteed in each individual case.
2. Rights and Obligations of the Customer2.1. Information stored by the Customer must comply with the following requirements:
2.1.1. To comply with the legislation of the Russian Federation, international law and legislation of the country where the Contractor and/or its representatives provide Services in accordance with this Contract and its Annexes.
2.1.2. To comply with the copyright.
2.1.3. Not to stir up the network community; to comply with generally accepted rules of network etiquette.
2.1.4. Not to contain malicious, viral, and other similar means or intents.
2.2. Technical means (scripts) used by the Customer on the Contractor's servers must meet the following requirements:
2.2.1. Server load (measured with monitoring tools) must correspond to the purposes of the scripts and norms of optimum programming. It is prohibited to run scripts and applications, if the server load is high and not comparable to the server load of a similar optimal solution.
2.2.2. Resources that have no formal assessment parameters for objective technical reasons, are assessed, including but not limited to:
Server disk system.
Network equipment.2.2.3. The average load per day imposed by the Customer on any Contractor's hardware should not exceed one hundredth of the maximum resource capacity of the Contractor's physical server hosting the Customer's resources.
2.2.4. The Contractor's support service may provide advice and help in optimization, but does not guarantee assistance in solving performance problems of user scripts.
2.3. The following is prohibited:
2.3.1. Storage of websites designed to commit fraudulent actions, including but not limited to:
Password stealing, phishing. Deceit, donation scam, etc.2.3.2. Sending or publishing spam or messages that may be misinterpreted as spam.
2.3.3. Violation of generally accepted rules of network etiquette, including, but not limited to:
Aggressive index spam (polluting search engines results with irrelevant information useless to humans).
Aggressive web scraping (more than 5 GB of incoming traffic per day for external data parsing).2.3.4. Storage of projects and services related to:
Generating junk content to deceive search engines or any other systems. Generating any kind of junk traffic (to equalize traffic ratios for another hosting provider, cheat any rating systems, deceive search engines or any other systems, etc.).2.3.5. Storing public proxy or VPN servers, as well as systems for performance testing of third party systems. Or storing private servers using more than 10 GB of total traffic per day.
2.3.6. Storing torrent clients or any other file-sharing and P2P-systems.
2.3.7. Storing systems or services related to cryptocurrency mining.
2.3.8. Storing systems or services related to disruption of the internal network or third-party networks operations.
2.4. It is prohibited to attempt to gain illegal access to classified information or violate safety standards, including but not limited to:
2.4.1. Hacking websites, obtaining private data, both from the Contractor's resources and external websites and resources.
2.4.2. Password cracking, network attacks, flood (equipment or information channels/limits overload).
2.4.3. Operating hacked websites or resources that leads to a violation of the network etiquette and other network rules even despite the Customer's will. Hacked resources will be shut down without prior notification, with activation possible only once proper measures are taken to prevent further hacking.
2.5. Traffic generated by user resources is considered free of charge and shall not be limited, if in accordance with the following rules:
2.5.1. The total virtual server traffic up to 150 GB per day (30 GB per day for the test period) is provided without speed limitations based on the capabilities of the Contractor's physical server and telecommunication equipment.
2.5.2. If the total traffic exceeds 150 GB per day (30 GB per day for the test period), at the discretion of the Contractor, the Customer's virtual server bandwidth may be limited to 5 Mbps until the end of the day when the traffic overage was detected (UTC time).
2.5.3. If the total traffic exceeds 150 GB per day (30 GB per day for the test period) and if the incoming traffic is more than twice the outgoing traffic, the Contractor has the right to suspend or stop providing services to the Customer until the Customer and the Contractor have discussed and agreed upon the Customer's activities.
2.5.4. If the Customer uses secure communication channels (for protection from DDoS, etc.), the Contractor reserves the right to revise the cost of its services on a case-by-case basis, to establish any additional traffic limitations, and to refuse to provide secure communication channels.
Annex 2TERMS OF USE FOR SOFTWARE PRODUCTS All Software Products, as well as their components, including all images, photographs, animations, video and audio recordings, music, texts, applications, and mini-programs, are copyrighted items protected by copyright and international copyright agreements, as well as other laws and intellectual property treaties, and are the property of their manufacturers. The Software Products manufacturer is the sole and full owner of exclusive rights to the Software Products.
Owing, accessing or using the Software Products shall not entitle the Customer to any rights to Software Products or any intellectual property rights.
1. Rights and Obligations of the Contractor1.1. The Customer is not entitled:
1.1.1. To perform any actions related to the Software Products operation in accordance with their purpose, including correcting obvious errors;
1.1.2. To adapt the Software Products;
1.1.3. To publish Software Products, i.e. to provide copies of Software Products to an undefined circle of persons;
1.1.4. To reproduce the Software Products in any form and by any means, i.e. to make copies of the Software Products or authorize the making of their copies in any number of copies and in any material form, including recording into the memory of a computer;
1.1.6. To distribute the Software Products in any way: by providing access to Software Products reproduced in any material form, including by network or any other means, by selling copies on physical media, by leasing, or lending, including imports; for any of these purposes without territorial restrictions;
1.1.7. To modify the Software Products, i.e. to make any changes to the Software Products, including translating the content from one language to another;
1.1.8. To decompile the Software Products (reproduce and convert the compiled code into the source text) or authorize third persons to undertake such actions;
1.1.9. To transfer the rights granted hereunder to third parties on contractual terms;
1.1.9. To lease, let, sublet, give as a pledge, as well as directly or indirectly transfer or distribute the Software Products to any third parties; the Customer is not entitled to grant to third parties the right to access and/or use the Software Products.
1.2. If the Customer violates the terms of use for the Software Products, they are liable to the Contractor in accordance with this Contract, as well as to the Software Products manufacturers in accordance with the existing legislation.
1.3. When purchasing or renting the Software Products, the Customer agrees to the licensed terms of use for the Software Product installed by the manufacturer.
2. Licenses for Microsoft Software Products2.1. Licenses for Microsoft Software Products are provided solely for the equipment owned or leased by the Contractor.
When ordering a license for Microsoft Software Products, technical staff of the Contractor shall install corresponding software and activate the purchased license. The Customer shall use Microsoft Software Products in accordance with guidelines and terms of use published on the official Microsoft website http://www.microsoft.com/en-us If the Customer violates the terms of use for Microsoft Software Products, the Contractor has the right to revoke the Customer's licenses for such Software Products immediately; in this case the Customer shall stop using and/or accessing the Software Products and destroy all copies of Microsoft Software Products and all their components. 2.2. Licensing options offered by the Contractor:
2.2.1. Core-based licensing used for Microsoft SQL Server; each license covers a pack of two cores. Each virtual server requires four licenses (minimum).
2.2.2. User-based licensing; SAL (Subscriber Access License) is to be purchased and assigned to each user who has the right of direct or indirect access to the copies of server software, regardless of whether they have an actual access to the server software. Such type of licensing is not allowed, if it is impossible to accurately determine the number of possible users in the Customer's system.
Annex 2ON PROVIDING ACCESS TO MICROSOFT SOFTWAREPublication date: 09/10/2018
The annex (hereinafter referred to as the “Annex”) establishes the procedure of “” to the Client as specified and available for order on the Website. The Annex is an integral part of the Offer.
Terms and DefinitionsOffer — MT FINANCE LLC and partners’ (hereinafter referred to as the “Contractor”) contract offer for the provision of services specified in the Annex. The offer is available at https://ruvds.com/ru-rub/contract;
Software — computer software of the Licensor licensed to the Contractor in accordance with Microsoft SPLA for commercial use;
Licensor — Microsoft Ireland Operations Limited;
Price List — he price of providing access to Software. The up-to-date price list for the Contractor’s services can be found at https://ruvds.com/ru-rub/licence. The price for additional software not specified on the web page is provided upon request;
Server — virtual server provided to the Client in the provision of services;
Host Machine — the hardware of the Contractor that hosts the Client’s server.
1. Subject1.1. The Contractor shall provide services of granting remote access to Software, while the Client shall accept and pay for the services.
2. Exclusive Rights2.1. The rights to Software are limited to “use rights” as no provision under the Annex or Offer includes the transfer of any exclusive rights of the Licensor and/or Contractor to the Client.
2.2. The Contractor shall provide services under the limitations set forth in the Appendix №1 to the Annex and the Licensor’s SPUR (Service Provider Use Rights) document.
2.3. The Client may not:
2.3.1. delete, change or hide any notifications about copyright, trademark and other property rights notifications found in Software;
2.3.2. reverse engineer, decompile or disassemble Software excluding cases directly stipulated by the laws of the Russian Federation.
2.4. The Client, per request of the Licensor and/or Contractor, shall undertake all the measures necessary to cancel any transfer or rights in breach of the Licensor’s terms & conditions.
3. Provision of ServicesProvision of Access to Software
3.1. Upon receipt of the Client’s request for Software licensing, the Client’s request is processed as follows:
3.1.1. the Contractor requests server access credentials to enter the Licensor’s registration data;
3.1.2. the Client shall grant the Contractor remote access;
3.1.3. the Contractor shall provide the Client remote access to Software no later than 2 (two) business days after the request is received. The Contractor shall not provide access to Software without penalties and/or other limitations should the Client fail to provide server access credentials.
Software Installation
3.2. Software can only be installed on the Contractor’s Server and access to the Server is granted to the Client.
3.3. The Client who is allocated a Server on Host Machine agrees that:
3.3.1. installation of Software on Server is only possible via SPLA or through the Client’s license mobility using License Mobility through Software Assurance and requiring active Software Assurance coverage for the entire period Software is running on Host Machine. The requirement to use License Mobility through Software Assurance covers all Servers on Host Machine regardless of whether the Mobility Partner has administrative SPLA access to such Servers. The Client can learn more about the terms & conditions of Software Assurance on the Licensor’s website;
3.3.2. the Client is familiar with the list of Software eligible for License Mobility through Software Assurance and non-eligible Software (e.g., Windows Server and Office);
3.3.3. the Client shall notify the Contractor about their intentions to deploy Software using License Mobility through Software Assurance and submit License Mobility Verification Form within 10 (ten) calendar days of deployment. The Client shall also inform the Contractor in writing or via e-mail about receipt of approval of License Mobility Verification Form from the Licensor.
Annex Terms Compliance Verification
3.4. The Contractor and/or independent auditor can request any information from the Client to verify licensing terms compliance including access to all Servers running Software and the Server that the Client was granted remote access to.
3.5. The Client shall supply the requested information without delay.
3.6. The Contractor reserves the right to inform the Licensor about any violations of the licensing terms by the Client or end users.
4. Price of Services4.1. The prices of services are set forth in the Price List.
4.2. he period used to calculate the price of services is a calendar month (from 12:01 AM of the 1st day of the month to 11:59 PM of the last day of the month).
4.3. Should the actual provision of services start or end within a calendar month, the price for services is set at a full monthly rate.
4.4. Prices for extra services are determined by additional agreements.
5. Information About the Client’s End Users5.1. The Client agrees to disclose to the Contractor, the Licensor and its affiliates the following information about end users:
5.1.1. name and bank details for legal entities;
5.1.2. personal data for individuals.
5.2. The Client guarantees that they secured the consent of end users (persons) to transfer and processing of their personal data.
5.3. Personal data is processed in accordance with the Personal Data Processing and Protection Policy.
6. Responsibility of the Parties6.1. Responsibility of the parties for violating licensing terms:
6.1.1. the Client shall be responsible for all licensing terms violations when using Software on Server, including violations of License Mobility through Software Assurance and illegal installation of software.
6.2. In case the Contractor’s and/or Licensor’s verification of licensing terms compliance identifies instances of illegal use of Software, the Client shall pay the Contractor 125% of the price for each unpaid license (access to Software) in accordance with the up-to-date Price List. Until the Client supplies substantiated evidence with regards to volume and time of use, the Contractor shall consider that unauthorized Software use not included into the Accounting Period bill has started from the day the Annex was signed.
Limitations of the Contractor’s and Licensor’s Liability
6.3. The Contractor, the Licensor and their affiliates shall not be responsible and shall not compensate for the damages resulting from the use of services.
6.4. Client hereby acknowledges and confirms that Software is not fault-tolerant.
Software is not intended for use in situations where failure of Software can lead to death, personal injury or severe physical or environmental damage (collectively, “use in high-risk activities.”) The Client shall not have the right to use Software in high-risk activities or in relation to thereof, including without limitation, in the operation of aircraft or other public transportation systems, nuclear or chemical facilities, medical devices.
7. Technical Support7.1. The Licensor and its affiliates do not provide technical support.
7.2. Additional support for Software described in additional agreements to specific contracts with a specific client is provided without visiting the Client’s premises.
7.3. The volume and time for provision of additional support is negotiated by the parties.
8. Final Provisions8.1. The Annex shall enter into force after it is accepted when ordering services.
8.2. The Annex is used in case of contradictions with the terms & conditions stipulated in the Offer.
8.3. The Contractor may refuse to comply with the Annex provided that the Licensor’s policy and/or the Contractor’s policy with regards to Software distribution is modified.
APPENDIX № 1 TO THE ANNEX ON PROVIDING ACCESS TO MICROSOFT SOFTWARETERMS & CONDITIONS OF USER LICENSE AGREEMENTTERMS & CONDITIONS OF MICROSOFT SOFTWARE USEThe document regulates the use of Microsoft software that may include associated media, printed materials, electronic and online documents (hereinafter referred to as “Software Products,” collectively and separately) provided by MT FINANCE LLC (hereinafter referred to as the “Service Provider”). The Service Provider does not own Software Products and, consequently, the use thereof is regulated by certain rights and limitations communicated to you by the Service Provider. Your right to use Software Products is pursuant to your agreement with the Service Provider and is subject to your understanding of and compliance with the following terms that may not be changed or amended by the Service Provider.
DEFINITIONSClient Software — means software that allows a Device to access or utilize the services or functionality provided by the Server Software;
Device — means each of a computer, workstation, terminal, handheld pc, pager, telephone, smart phone, server or other electronic device;
Server Software — means software that provides services or functionality on a computer acting as a server;
Software Documentation — means any documents for users supplied together with Server Software;
Distributable Software — means software described in Section 4 (“Use of Distributable Software”).
1. OWNERSHIP OF SOFTWARE PRODUCTSSoftware Products are licensed to the Service Provider from an affiliate of the Microsoft Corporation (“Microsoft”). All title and intellectual property rights in and to the Software Products (including but not limited to any images, photographs, animations, video, audio, music, text and “applets” incorporated into the Software Products) are owned by Microsoft or its suppliers. Software Products are protected by copyright laws and corresponding international treaties or other intellectual property laws and treaties. Neither possession, nor access or use of Software Products grants you any ownership rights to Software Products or any other intellectual property rights.
2. USE OF CLIENT SOFTWAREYou may only use the Client Software installed on your Devices of the Service Provider in accordance with the instructions, and in connection with the services, provided to you by the Service Provider. The terms & conditions of the present document fully and unconditionally replace the terms & conditions of any License Agreements with Microsoft users that may be provided to you electronically while using the Client Software.
3. USE OF DISTRIBUTABLE SOFTWAREYou may have access to certain tools and program code of samples, templates, distributable files and/or software development kits (SDK), hereinafter referred to as “Distributable Software” (collectively and separately), in connection with the services provided to you by the Service Provider. YOU ARE NOT PERMITTED TO USE, MODIFY, COPY AND/OR DISTRIBUTE ANY DISTRIBUTABLE SOFTWARE UNLESS YOU EXPRESSLY AGREED TO COMPLY WITH CERTAIN ADDITIONAL TERMS & CONDITIONS CONTAINED IN SERVICES PROVIDER USE RIGHTS (SPUR) APPLICABLE TO THE SERVICE PROVIDER. THE TERMS & CONDITIONS SHALL BE PROVIDED TO YOU BY THE SERVICE PROVIDER. Microsoft does not grant you any rights to use any Distributable Software unless you expressly agreed to comply with the additional terms & conditions provided to you by the Service Provider.
4. COPIESYou may not make any copies of the Software Products; provided, however, you may (a) create one copy of Client Software on your Device as expressly authorized by the Service Provider and (b) create copies of certain Distributable Software in accordance with Section 4 (“Use of Distributable Software”). You must erase or destroy such Client Software and/or Distributable Software upon termination or expiration of your agreement with the Service Provider, upon notice from the Service Provider or upon transfer of your Device to another person or legal entity, whichever first occurs. You may not copy the printed materials supplied together with the Software Products.
5. LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION AND DISASSEMBLYYou may not reverse engineer, decompile, or disassemble the Software Products, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
6. NO RENTALYou may not rent, lease, or lend or directly or indirectly transfer the Software Products to any third party. You may not permit any third-party access and/or allow to utilize the functionality of the Software Products excluding use with the sole purpose of accessing the Software Products functionality in the form of program services in accordance with the present agreement and any other agreement between you and the Service Provider.
7. TERMINATIONWithout prejudice to any other rights, the Service Provider may terminate your rights to use the Software Products if you fail to comply with these licensing terms. In case of termination or expiration of your agreement with the Service Provider or the licensing agreement between the Service Provider and Microsoft, you must cease using and/or accessing the Software Products and destroy all copies of the Software Products and all of its component parts.
8. NO WARRANTIES, LIABILITIES OR REMEDIES BY MICROSOFTALL WARRANTIES, ASSUMPTION OF LIABILITY FOR DAMAGES AND REMEDIES, IF ANY, ARE PROVIDED ONLY BY THE SERVICE PROVIDER AND NOT MICROSOFT, ITS AFFILITIATES OR SUBSIDIARIES.
9. PRODUCT SUPPORTProduct support for the Software Products is provided to you by the Service Provider and is not provided by Microsoft or its affiliates or subsidiaries.
10. NOT FAULT TOLERANTTHE SOFTWARE PRODUCTS MAY CONTAIN TECHNOLOGY THAT IS NOT FAULT TOLERANT AND IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN ENVIRONMENTS OR APPLICATIONS IN WHICH THE FAILURE OF THE SOFTWARE PRODUCTS COULD LEAD TO DEATH, PERSONAL INJUTY OR SEVERE PHYSICAL, PROPERTY OR ENVIRONMENTAL DAMAGE.
11. EXPORT RESTRICTIONSThe Software Products are subject to United States export laws and regulations. The Service Provider shall comply with all applicable laws and regulations including the US Export Administration Regulations, the International Traffic in Arms Regulations, restrictions on end users, end use and destinations in the US and other countries. For additional information, see http://www.microsoft.com/exporting/.
12. LIABILITY FOR BREACH.In addition to any liability you may have to the Service Provider, you agree that you will also be legally responsible directly to Microsoft for any breach of these terms & conditions.
|
