Public offer WebProduction LLC

On the provision of WEBPRODUCTION LLC, hereinafter referred to as the Contractor, of services and rights to use software, hereinafter referred to as Services and Software, to any legal entity or individual who has accepted the conditions set forth in the Public Offer (agreement) and paid for the services of the Contractor, referred to in further Customer.

This agreement is in the nature of a public offer, is the equivalent of an "oral agreement" and, in accordance with the current legislation of Ukraine, has the appropriate legal force.

PREAMBLE

The information below is an official offer (public offer) to any legal entity or individual to conclude a contract for subscription services. The specified contract is public, i.e. according to Article 633 of the Civil Code of Ukraine, its conditions are the same for all consumers.

In accordance with Art. 642 of the Civil Code of Ukraine, full and unconditional acceptance of the terms of a public contract is the fact that the Customer makes a payment on account of payment for services and the Contractor receives an appropriate financial document confirming the fact of such payment.

1. DEFINITION OF TERMS

1.1. Software — a set of instructions, whether in words, numbers, code, patterns, symbols, or some other form, expressed in a computer-readable form, that actuate it to achieve a particular purpose or result (this definition includes both an operating system and application expressed in source or object codes).
1.2. Non-exclusive license — limited right to use the software provided to the Customer by the Contractor.
1.3. Service — the Contractor's action from the provision of services to the Customer from the connection, configuration, warranty service and technical support of the Contractor's Software on the terms determined by the Agreement and its annexes.
1.4. OneBox OS — software for optimizing, organizing and implementing work processes, which is hosted and managed via the Internet.
1.5. Entry point — the ability to access OneBox OS, which is provided to the Contractor by the Customer under the terms of a Non-Exclusive License and is implemented through a personal login and password, which are entered on a special OneBox OS page on the Internet.

2. SUBJECT OF AGREEMENT

2.1. The Customer pays, and the Contractor provides:
2.1.1. The right to use OneBox OS (hereinafter — Software) under the terms of the Non-Exclusive License.
2.1.2. Services, the volume and procedure for the provision of which are determined by this Agreement and its annexes.

3. NON-EXCLUSIVE SOFTWARE LICENSE

3.1. The term of the Non-Exclusive License has no time limits.
3.2. The operation of the Non-Exclusive License has no geographical restrictions.
3.3. A non-exclusive license entitles the Customer to use the Software in its activities through an unlimited number of entry points.
3.4. The Customer does not have the right to interfere in any way with the activities of the Software, unless it is provided for by the functionality of the Software.
3.5. The Customer has no right to reproduce the Software in any way.
3.6. The Customer is granted the right only to use the Software without the possibility of its replication, resale, or transfer to third parties for use. All property rights to the software belong to the Contractor.
3.7. Violation of the terms of the Non-Exclusive License by the Customer entitles the Contractor to terminate the Non-Exclusive License at any time.
3.8. Termination of the Agreement does not release the Customer from the obligation to comply with the Non-Exclusive License.

4. COST OF SERVICES AND PROCEDURE OF PAYMENT

4.1. The Customer makes payment in the form of a full prepayment, by transferring the amount to the Contractor's bank account.
4.2. Payment for the Services is carried out in the national currency of Ukraine in accordance with the tariffs established at the time of the provision of the Service on the terms of 100% prepayment.
4.3. When making a payment, the Subscriber is obliged to indicate in the payment document the number of the invoice, which is issued by the Contractor and identifies the paid services.
4.4. A non-exclusive license is considered transferred to the Customer from the moment the Contractor receives the funds in full according to the invoice provided to the Customer.
4.5. Services are considered paid at the moment of receipt of funds to the current account of the Contractor.

5. PROCEDURE FOR PROVISION AND ACCEPTANCE AND TRANSFER OF PROVIDED SERVICESUG

5.1. The term for the provision of Services is determined in the annexes to this Agreement.
5.2. After the completion of the provision of the Services in accordance with this Agreement and its annexes, the Contractor provides the Customer with the Certificate of Services Rendered in two copies, which the Customer undertakes to sign within 5 (five) business days from the date of its receipt and return one signed copy to the Contractor.
5.3. If the Customer refuses to accept the Services provided, the Parties draw up an appropriate Defects Statement, which indicates the shortcomings that must be corrected. In the event that the Contractor refuses to sign the Defects Act, the Customer must indicate this separately in the Defects Act itself.
    5.3.1. In the event that the Contractor does not agree with the shortcomings specified in the Defects Act, he is obliged to notify the Customer in writing within 5 (five) working days, providing a reasoned answer.
    5.3.2. In the event that the Contractor did not provide a reasoned response to the Customer within the period provided for in clause 5.3.1. of the Agreement, he undertakes to correct the shortcomings indicated in the Defects Act within 10 (ten) working days from the date of signing the Defects Act.
    5.4. In the event that the Customer has not signed the Certificate of Services Rendered within the period specified in clause 5.2. of the Agreement, and also did not provide the signed Report on defects within the time period stipulated by the Agreement, this will mean that the Customer has no claims against the Contractor regarding the quality and volume of the Services provided.

6. INFORMATION ABOUT THE PROCESS OF PROVISION OF SERVICES

6.1. The Customer has the right to know about the status of the provision of the Services at any stage of the provision of the Services.
6.2. Requests for familiarization with the process of providing the Services, any consultations are accepted only in writing, which are sent directly to the Contractor.
6.3. The Contractor undertakes to provide a written response to the Customer's request within 1 (one) business day from the date of receipt of the written request.
6.4. The Customer agrees to receive notifications regarding the provision of the Services by e-mail (E-mail) and via short message services (SMS).
6.5. The Parties agreed to consider that the facsimile reproduction of the signature on the invoices and acts of acceptance and transfer of works signed by the Parties under the current Agreement has the same legal force as the handwritten signature of the authorized representatives of the Parties.

7. SOFTWARE OWNERSHIP

7.1. The software is developed on the basis of special software libraries and components, the necessary rights for which are vested in the Contractor.
7.2. The Contractor guarantees that he has all the necessary and sufficient rights to the software provided by this Agreement.
7.3. The Contractor guarantees the legality of the Software and the availability of all property rights that allow him to exclusively dispose of the Software.
7.4. During the provision of the Services under this Agreement, the Contractor has the right to use other licensed software that helps in the operation of the software (including code with OpenSource/FSF licenses). The Contractor is not responsible for the consequences of using such additional software by the Customer.
7.5. The customer has the right to update the software throughout the entire period of use.

8. PERSONAL DATA

8.1. By accepting the terms of the Agreement, the Subscriber confirms that he is fully acquainted with and agrees with its terms, and also, if the Subscriber is an individual, gives permission for the Contractor to process his personal data.
8.2. The purpose of processing the Subscriber's personal data is to enable the Contractor to provide the Services under the Contract, conduct mutual settlements, receive invoices, acts and other documents, detect and prevent fraudulent activities, as well as solve security problems and eliminate technical problems, protect against an immediate threat of damage to the Contractor or its customers in accordance with the law.
8.3. By concluding the Agreement, the Subscriber confirms that he is notified (without additional notice) of the rights provided for by the Law of Ukraine "On the Protection of Personal Data", and of the purposes of processing the data that the Subscriber transfers to the Contractor.
8.4. The Subscriber's permission to process personal data is valid for the entire duration of the Agreement, as well as for the next 5 (five) years after its expiration.
8.5. The destruction of personal data is the basis for termination of the Agreement and is carried out on the basis of a written (paper) application of the Subscriber. In this case, the contract is considered terminated from the date specified inresponse notice of the Contractor.
8.6. The Subscriber guarantees that he has informed all third parties about the use of their personal data for the provision by the Contractor of the Services under the Contract, the purposes of processing personal data of third parties, the methods of such processing, and has received the consent of such third parties to the processing of their personal data by the Contractor.
8.7. The Subscriber is obliged, at the request of the Contractor, to provide the written consent of third parties to the processing of their personal data.
8.8. Personal data provided by the Subscriber will be available to the employees and consultants of the Contractor.

9. RESPONSIBILITIES OF THE PARTIES

9.1. In case of non-fulfillment or improper fulfillment of the obligations stipulated by this Agreement and its annexes, the Parties shall be liable in accordance with the terms of the Agreement, its annexes and the current legislation of Ukraine.
9.2. For violation of the terms of this Agreement, the Contractor is obliged to pay the Customer a fine in the amount of 1% (one percent) of the cost of the Services not performed on time and / or improperly for each overdue day, but not more than 25% (twenty five percent) of the total cost Services.
9.3. For violation of the terms of Articles 4, 5 of this Agreement, the Customer bears property liability in the form of a penalty fee, which amounts to a double NBU rate for each day of such delay and a fine in the form of 1% (one percent) of the cost of the Non-Exclusive License and / or the cost of the Services, which is charged once.
9.4. For violation by the Customer of the conditions provided for in Article 3, the Customer is obliged to compensate the Contractor for possible losses in full.

10. CONFIDENTIAL INFORMATION AND TRADE SECRET

10.1. The Parties undertake not to disclose any confidential information and commercial secrets of the other Party, which may or will become known during the execution of the terms of this Agreement.
10.2. The Parties undertake not to transfer to third parties and not to disclose in any way information that is confidential and / or commercial secret without the written consent of the other Party.
10.3. In the event that third parties become aware of information that is confidential and / or commercial secret, the Party that revealed such a fact is obliged to notify the other Party in writing within a period of 1 (one) day from the moment when such the fact has become known.
10.4. Termination of this Agreement does not release the Parties from the obligation to adhere to Article 9 of the Agreement for 3 (three) years from the date of termination of the Agreement.

11. TERM AND TERMINATION

11.1. The Agreement comes into force from the moment of its signing by the Parties and is valid until the Parties fully fulfill their obligations.
11.2. The Agreement cannot be terminated unilaterally without the prior written consent of the other Party, except as provided for by the provisions of this Agreement.
11.3. The contract can be terminated in the following cases:
   - by mutual agreement of the Parties. The Party that has expressed a desire to terminate the Agreement is obliged to notify the other Party of its intention in writing with the argumentation of its position;
 - in case of violation of the terms of this Agreement;
 - on the grounds provided for by the legislation of Ukraine.
11.4. The Agreement may be terminated unilaterally without the prior consent of the other Party in writing, in case of violation by the Customer of the conditions provided for in Article 3 of this Agreement.
11.5. In case of termination of the Agreement on the grounds provided for by this Agreement, the funds that were transferred to the Contractor under this Agreement shall not be returned to the Customer.

12. DISPUTES RESOLUTION

12.1. The parties undertake to resolve any disputes through negotiations and out of court.
12.2. If the Parties have not reached an agreement through negotiations, the dispute is subject to resolution in a judicial proceeding provided for by the legislation of Ukraine.
12.3. When resolving issues not covered by this Agreement, the Parties shall be guided by the general norms of Ukrainian legislation.
12.4. In the event that one of the clauses of this Agreement is recognized by the court as unenforceable, this will not entail the recognition of the entire Agreement as invalid.

Appendix No. 1 to the Public Offer

1. GENERAL WARRANTY TERMS

1.1. Warranty service is provided for a period of 6 (six) months from the date of purchase of the software.
1.2. Warranty service includes all services listed in this appendix, whichprovided by the Contractor.
1.3. At the end of the warranty period, the Customer loses the right to use the services.
1.4. The customer has the right to extend this service. The cost of the service is 10% of the cost of purchased software licenses. The service is extended for a period of 6 (six) months.

2. SOFTWARE SETUP AND SUPPORT

2.1. The customer receives the right to free configuration of the software under the conditions of the customer, which he indicates in the "Settings Questionnaire".
Basic settings include:

• Upload OneBox software to a hosting site selected by the Customer.
• Binding to the Customer's domain name.
• Connecting external IP telephony.
• Integration with mail servers used by the Customer.
• Connecting an external SMS service.
• Integration with third-party databases using the open rest API methods of OneBox software.
• Creation and customization of business processes based on the wishes of the Customer.
• Setting up the organizational structure of the enterprise.
• Creating user accounts.
• Create and configure user roles. Setting permissions.
• Create and upload document templates for automatic and manual generation in OneBox software.
• As well as all customizations and modifications available in the set of existing OneBox software features.

2.2 The customer receives the right to conduct training for users. OneBox Unlimited Non-Exclusive License includes an additional 10 hours of technical support work. The time, schedule and format of training are agreed by the Parties on an individual basis.
2.3 The customer receives the right to resolve requests to eliminate errors in the operation of the software. A software error is considered a function that does not work in accordance with the description of the basic functions of the software box.webproduction.ua/doc/. The Contractor undertakes to accept the Customer's requests submitted to the technical support department within 1 (one) business hour from the date of receipt and provision of the serial number of the request. After providing the serial number of the appeal, the Contractor undertakes to resolve the issue of the appeal and eliminate the error in the operation of the software within 4 (four) working hours. If the amount of work required to eliminate the problem exceeds 4 (four) working hours, the Contractor must inform the Customer about the deadline for solving the problem no later than 2 (two) working hours after the start of eliminating the software error. In case of non-compliance with these conditions, the Contractor shall be liable in the amount of 0.1% of the cost of purchased licenses for each overdue hour of working time.

3. TECHNICAL SUPPORT

3.1. The Customer receives the right to:
- Answers to the Customer's questions about the work of the software according to the schedule of the technical support department. Working hours of the technical support department: Monday, Tuesday, Wednesday, Thursday, Friday from 8:00 - 20:00 except public holidays.
- Additional information and advisory services on the use of software. The provision of such a service is carried out by the Contractor during the Contractor's working hours by prior arrangement with the Customer.

4. PERSONAL MANAGER

4.1. If more than 9 (nine) licenses are purchased, the Customer is entitled to the service of a personal manager. The terms and conditions of the service are available on the website: webproduction.ua/ or from a sales consultant by phone: 38044332-93- 25 A personal CRM integration specialist accompanies the project during the entire period of settings and improvements.
4.2. The service is provided for the entire period of settings and individual modifications of the Customer's project.
4.3. The service can be extended for an indefinite period by written consent of both parties.

5. ADDITIONAL IMPROVEMENTS

5.1. The Customer receives the right to transfer to the Contractor a list of tasks for the completion of the system. To do this, the Customer must draw up a list of tasks in writing and send it to the Contractor by e-mail sales@webproduction.ua
5.2. The Contractor undertakes to respond to the Customer about the possibility of performing improvements within 1 (one) business day from the receipt of an e-mail to his mail.
5.3. If it is possible to perform improvements, the Contractor undertakes to indicate the cost and timeframe for the possible implementation of improvements by the Contractor. If it is impossible to perform improvements, the Contractor undertakes to indicate the reason.
5.4. Additional dprocessing is the development of software when or the provision of a function that is not provided for by the presence, according to the list of basic functions of the software specified on the page: box.webproduction.ua/doc/
5.5. The cost of a non-exclusive OneBox license without limiting the number of users includes improvements, the time spent on the implementation of which is 120 (one hundred and twenty) hours.
5.6. The cost of further improvements is discussed by the parties and is fixed in the relevant annex to this Agreement.
5.7. Previously, the parties agreed on improvements, including integration with the TecDoc software database, implementation of work management in conjunction with the spare parts database and related procedures. A detailed description of these functions is contained in the terms of reference, which is an integral part of this Agreement.

6. LOCATION OF THE PROJECT ON THE SERVER

6.1 The Contractor undertakes to host the OneBox software on the Customer's server, on the hosting server of Hvosting (hvosting.ua) and on other hostings of their choice Customer.
6.1.1. At the time of adjustments and improvements to the System, the Customer has the opportunity to use the Contractor's server to host the OneBox software.
6.2. If the Customer chooses to host the system on its server, then the server must meet all technical requirements, detailed in the OneBox technical documentation and available at: box.webproduction .ua/doc/onebox_server_requirements
6.2.1. The customer is solely responsible for the performance of his server, the communication system with the server (Internet link or power supply, etc.), the creation and preservation of backup copies of the system.
6.2.2. The Contractor has the right to refuse to place the OneBox software on the Customer's server if the server does not meet at least one technical requirement.
6.3. If the Customer chooses to place the system on a server or hosting account of Hvosting, then:
6.3.1. The customer has the right to increase the amount of resources that is provided to him by purchasing another tariff. The cost and conditions for purchasing tariffs are indicated at the link hvosting.ua
6.3.2. The customer pays the cost of storing his software according to the cost of the selected tariff.
6.3.3. Under this agreement, Hvosting is responsible for the performance of the hosting record, including creating and maintaining backup copies of the OneBox database.

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