DEXP FZE client agreement (public offer)

This Client Agreement (hereinafter the “Agreement”) is concluded between DEXP FZE (hereinafter “Platform Owner” or “We”) and you (hereinafter “Client” or “You”). It contains the conditions according to which We provide access to the Services of the DESK platform (hereinafter referred to as the “Services”, as indicated below), and you have the right to use them.
Services under this Agreement are available only if you are a legal entity registered in accordance with the law in accordance with the Legislation of the country of location.
By entering into this Agreement on behalf of the Client, you represent and warrant that:
  1. you have full legal authority to enter into this Agreement and, if you are acting on behalf of a Client, you have legal authority to bind the Client to the terms of this Agreement;
  2. you have read and understood the terms of this Agreement and related documents;
  3. you agree to the terms of this Agreement and related documents.
This Agreement comes into force from the moment you check the "Activate" button
see section 17 definitions of some of the capitalized terms used in this Agreement.
Subject to the promises and mutual understandings contained in this document, the parties agree as follows:
  1. SCOPE OF THIS AGREEMENT
    1. DEXP FZE will provide the Client with access and the right to use the Services, and the Client must use and pay for the Services in accordance with the provisions of this Agreement.
    2. To access and use the Services, the Client must comply with the documents specified in Section 18 of this Agreement ("Related Documents"), which are an integral part of this Agreement.
    3. Data processing and data security are governed by a separate Supplementary Data Processing Agreement referred to in this Agreement.
    4. Except as expressly provided in this Agreement, this Agreement does not grant either party any implied or otherwise rights to the other party's Content or any intellectual property rights of the other party.
  2. CHANGES
    1. DEXP FZE may from time to time change the terms of this Agreement, including prices and any attached or Related Documents, in the manner provided in this Agreement.
    2. DEXP FZE will inform the Client at least 10 (ten) calendar days prior to the entry into force of any changes to this Agreement or related documents, unless the changes relate to new technical functions of the Services or new Services, in respect of which DEXP FZE, as a rule, always has the right, and in this case they come into force immediately after publication on the Site without prior notice.
    3. DEXP FZE will notify the Client of changes to this Agreement through the Management Console or by sending an email to the email address registered by the Client.
    4. If the Client does not agree with the changes to this Agreement and / or related documents, the Client may terminate this Agreement by sending a written notice of termination within ten (10) calendar days from the date the changes become effective. After the expiration of 10 (ten) calendar days without such notification, this will be considered as acceptance of the changed conditions by the Client.
  3. TEST PERIOD
    1. DEXP FZE may, on a case-by-case basis, decide to provide the Client with a Trial Period for testing the Services. The trial period will be limited by the length and scope of the use rights granted to DEXP FZE. DEXP FZE may also post information about the terms and restrictions on the use of this Grant during the Trial Period on the Site or notify the Client through the Management Console or by e-mail.
    2. DEXP FZE may keep records of the use of the Services by the Client in order to determine the end date of the Trial Period (the expiration of the granted use rights).
    3. If Customer continues to access and use the Services after the Trial Period expires, this will be deemed Customer's acceptance of the paid version of the Services in accordance with the terms of this Agreement. The Client can switch to the paid version of the Services before the end of the Trial period by changing the appropriate settings in the Management Console. In this case, the Grant not selected during the Trial Period remains, and the fee for the Services in the paid version will be reduced accordingly for the Client. In any case, the Grant provided during the Trial Period is limited to the time of the Trial Period set for the Client and will be canceled in the future.
    4. Before providing access to the paid version of the DEXP Services, FZE may ask the Client to provide additional documents and information confirming the accuracy of the Client's data provided during the initial registration procedure. In case of failure to provide additional requested documents and information, DEXP FZE may suspend the Client's access to the Services.
    5. DEXP FZE may at any time restrict the technical and functional use of the Services provided during the Trial Period. For the avoidance of doubt, the Service Levels specified in the SLA will not apply to the Trial Period.
  4. ACCESS TO SERVICES AND MANAGEMENT
    1. To access the Platform and Services, the Client must have an account at desk.ruscomtech.ru linked to a valid email address.
    2. Customer will access the Platform through its own Internet connection and is solely responsible for arranging Internet access with its Internet access provider. DEXP FZE excludes any liability and guarantee (express or implied) for the transmission or receipt of data via the Client's Internet connection.
    3. The Client can order, configure and manage the Services through the Management Console, including through the command line interface or the Services API.
    4. Additional technical and organizational conditions on how the Client can access and use the Services are defined in the Documentation posted on the Website and / or in the Management Console.
    5. If the Client authorizes any third parties to operate the Services on behalf of the Client, such third parties (Client's representatives) must comply with the terms of this Agreement and any attached or related documents referred to in the Agreement. The Client is responsible for all actions that occur under his or her account, regardless of whether these actions are authorized by the Client or carried out by the Client, his employees or a third party (for example, contractors, agents or Users). All actions or omissions of such third parties will be assigned to the Client, as if they were his own.
    6. If the Client and third parties interact to operate the Services, DEXP FZE acts solely as an intermediary who made such interaction technically possible. DEXP FZE carries out interaction-related transfer, storage and provision of access to information that the Client provides to third parties, without changing the information. DEXP FZE does not control or monitor the Content posted on the resources of the Platform by the Client or any third parties under his control and is not responsible for the accuracy, quality and admissibility of the Content.
    7. Suspense. DEXP FZE may suspend or restrict the Client's access to the Services or their use in the following cases:
      1. Customer's failure to comply with the terms of the Acceptable Use Policy (AUP);
      2. violation of guarantees and assurances on the part of the Client;
      3. late payment of fees payable under this Agreement;
      4. Force Majeure;
      5. if DEXP FZE is required to do so by law, government order, court order, subpoena, order, government or agency request, or other applicable legal authority, court procedure or similar procedure;
      6. if Customer uses the Services in violation of third party intellectual property or similar rights (see “Taking Action” referred to in Section 4.6 ) or applicable law;
      7. in any other cases specified in this Agreement and documents referred to in this Agreement, including violation of Section 7.4 in general and Section 7.4.10 in particular;
      8. in other cases specified in Subsection 7.2.6 of this Agreement.
  5. PRICES FOR SERVICES
    1. Links to the applicable Tariffs for services for a specific Service are available on the Website at: desk.ruscomtech.ru A unit of a tariff for a service not fully consumed by the Client will continue to be debited as complete, unless otherwise specified in the Special Conditions. The rates for the services indicated on the Site do not include all applicable taxes, unless expressly stated otherwise.
    2. By entering into this Agreement, the Client declares that he has read and agrees with the current Tariffs for services posted on the Site. DEXP FZE may change the Tariffs for the Services from time to time by updating the relevant information on the Site at the URLs of prices for certain Services, subject to prior notification to the Client in accordance with this Section 2.2. The updated tariffs for services come into effect from the date indicated at the time of publication, but in any case not earlier than the beginning of the next accrual period following the period during which the tariffs were changed.
    3. DEXP FZE may provide the Client with discounts or price offers depending on the number of Services ordered by the Client, time of use and other parameters to measure the use of the Services. Discounts (bonuses) and special price offers for Clients are set in permanent and temporary (with a limited period of validity) offers (promotions), described in detail on the Website or in the Management Console.
  6. PAYMENT ORDER
    1. The Client pays the Commission for the services based on his use of the Services in accordance with the Tariffs published on the desk.ruscomtech.ru portal , unless other payment terms are specified in the Terms of Service.
    2. The Client can use the Services only with a positive balance in the Personal Account.
    3. DEXP FZE, no later than 7 (seven) calendar days after the end of the Accrual Period, will provide the Client with an invoice based on the number of Services ordered and used by the Client during the Accrual Period. Service usage statistics during the Accrual Period are available in the Management Console.
    4. If the Client does not submit any written objections to the account within thirteen (13) calendar days after the Accrual Period, the Client waives any claims regarding statistics and service fees during the accrual period (except for claims submitted in accordance with the SLA).
    5. The client is fully responsible for the correctness of payments. When paying by bank transfer, the Client indicates the number of the Agreement and the number of the Personal Account.
    6. The Client agrees to pay all applicable Commissions and fees for using the Services using one of the payment methods supported by DEXP FZE. All bank charges and commissions associated with payment for the Services are paid by the Client. The Customer's obligation to pay all service charges is non-cancellable. All amounts payable by the Client under this Agreement may not be withheld or deducted by offsetting counterclaims.
    7. Using a corporate linked card. When concluding the Agreement, the Client can activate the payment method with the Linked corporate card in the appropriate section of the Management Console.
      1. By activating a corporate linked card as a payment method, the Client expresses his full consent and authorizes DEXP FZE:
        1. initiate one or several debits for the total purchase amount from these cards;
        2. process and store the following data: Client's name, card expiration date and PAN number, which were indicated by the Client by linking a corporate linked card;
        3. to transfer the data of the corporate linked card to an authorized payment processor, electronic money operator or other parties to settlements and interact with information technologies.

          Payment options with a corporate linked card are carried out using DEXP FZE with the participation of an authorized payment processor, electronic money operator or other settlement participants and interaction with information technology. DEXP FZE does not guarantee the error-free and trouble-free operation of these parties to settlements and interaction in the field of information technology
      2. When specifying the details of the corporate linked card and further use of the corporate linked card, the Client confirms and guarantees that the Client has provided accurate and complete information about the bank card and complies with the rules of international payment systems and the requirements of the bank that issued the corporate linked card, including with respect to the non-cash procedure. calculations. The transaction confirmation must include the following data related to this Agreement: card number, transaction amount, surcharges (if applicable), transaction currency, transaction date, authorization code, location of the Client.
      3. The data of the corporate linked card is used for the purposes of concluding and executing the Agreement during the term of this Agreement. DEXP FZE transmits and receives only those Corporate Linked Card data that is necessary for the specified purpose.
      4. The customer can be contacted via email if there are any questions regarding cancellation and / or refunds.
  7. RIGHTS AND OBLIGATIONS
    1. DEXP FZE undertakes:
      1. provide Customer with Technical Support Services ("TSS") in accordance with the provisions of the Technical Support Regulations;
      2. not disclose the Client's data without permission to third parties to such third parties, unless the obligation to provide such data is provided for by applicable law or government regulation or approved by the Client in accordance with this Agreement or in writing;
      3. notify the Client by e-mail about all incidents with the Client's data that jeopardize the Client's user data, with the exception of cases provided for by applicable law;
      4. not to use the Client's data and Client Content uploaded to the resources of the Platform for purposes contrary to the purposes of this Agreement and / or in violation of applicable law.
    2. DEXP FZE can:
      1. establish and change the Limits and Credit Limits for the use of the Services; set quotas; change Quotas at the request of the Client. Limits, quotas, credit limits and other restrictions on the use of the Services may differ for different categories of customers;
      2. from time to time scan the public resources of the Platform using special software to check compliance with security requirements and determine whether dangerous or illegal Content is uploaded to the resources of the Platform, provided that the Client's Content is safe;
      3. take preventive measures to maintain the Platform that lead to temporary interruptions in the operation of the Services to the extent permitted by the terms of this Agreement and the documents specified in the Agreement, subject to prior notice to the Client;
      4. request additional information and / or documents from the Client to confirm the accuracy of the data provided during the Client's registration on the Platform. DEXP FZE may suspend the Client's access to the Services if the Client does not provide the requested information within 7 (seven) calendar days from the date of the request;
      5. engage third parties to provide the Services, but at the same time be responsible for their actions in accordance with the additional terms set out in the Data Processing Addendum;
      6. restrict or block access to the Client's Content that the Client has uploaded to the resources of the Platform, or suspend the Client's access to a certain Service in the following cases:
        1. If DEXP FZE is required to do so by law, government order, court order, subpoena, order, government regulation, or agency request, or other applicable legal authority, legal process or similar procedure;
        2. if DEXP FZE receives from a third party any statement, complaint, claim, request, demand or any other request that states that the Client's Content violates the rights of a third party or applicable law;
        3. If the Content of the Client threatens the normal operation of the Platform and the Services.
      7. conduct events for the Client aimed at familiarization with the Platform and Services
    3. The client can:
      1. receive Universal Trade Offers (USP) in the amount and in the manner prescribed by this Agreement and the Regulation on technical support;
      2. contact DEXP FZE for all questions related to the availability of the Services.
    4. The client is obliged:
      1. pay for the Services in a timely manner;
      2. comply with all laws, rules and regulations applicable to your use of the Services;
      3. independently make backup copies of the Client's Content;
      4. immediately inform DEXP FZE in case of technical problems;
      5. provide secure storage and prevent hacking of login data that the Client uses to access the Services;
      6. obtain and maintain any required consents, permits, registrations, registrations, etc., necessary to authorize the processing of Client Content in accordance with this Agreement;
      7. inform DEXP FZE about changes in the Client's details no later than 7 (seven) calendar days from the date of such changes;
      8. not to use the intellectual property of third parties in violation of copyrights, patents, trademarks and license restrictions;
      9. not transfer your rights and obligations under this Agreement to third parties without the written consent of DEXP FZE;
      10. not use the Services to create web services, software or otherwise, if such use violates applicable law and / or the rights of third parties;
      11. not decompile, disassemble or circumvent the technical limitations of the Services and DEXP FZE software products;
      12. disable, misrepresent, or otherwise attempt to circumvent any billing or accounting mechanisms for the Services Customer is using.
  8. PERSONAL DATA AND DATA PROCESSING
    1. DEXP FZE processes the data that the Client specified when registering and logging into the Platform, including data collected from technical sources (log files, IP addresses, etc.) by any means as a data controller in order to comply with the legitimate interests of DEXP FZE, and also for the conclusion, administration, execution and implementation of this Agreement.
      The client informs its employees and agents of this processing of their personal information by DEXP FZE and provides them with all the information necessary to ensure that DEXP FZE complies with its notification obligations in accordance with applicable data protection and privacy laws
      The data and personal information referred to in this section are processed during the term of the Agreement, and after its termination - during the limitation period, unless otherwise provided by law, but in any case not less than 365 days.
    2. Except for the data processed as described in section 8.1 , DEXP FZE acts as a data processor on behalf of the Client. If the Client posts personal information of third parties, in particular in the Content, including the employees of the Client, using the Services, the Client is responsible for ensuring that such personal information is collected, processed and transferred to DEXP FZE in accordance with applicable data protection and privacy laws. Such compliance may require notification of affected data subjects or obtaining consent prior to transferring their personal information to DEXP FZE using the Services.
  9. Reimbursement
    1. Customer undertakes to defend DEXP FZE, its affiliates, agents, subcontractors, partners, licensors and each of their respective employees, officers, directors and indemnify for any damages arising from any third party claims regarding: Content; (b) use of the Services by the Client (including any activity under the account of the Client and use by the employees and personnel of the Client); (c) violation of this Agreement and any Related Documents or violation of applicable law by the Client (including by any individual / legal entity registered in the Client's account and / or employees and personnel of the Client). The client will reimburse DEXP FZE for reasonable attorney fees and legal costs.
    2. DEXP FZE will defend and release the Client from any claims of third parties claiming that the Services violate or misappropriate the intellectual property rights of third parties. DEXP FZE's reimbursement is limited to the amount of any adverse final judgment or settlement.
      The obligation only applies if the Client: (a) immediately sends DEXP FZE a written notice of the claim; (b) allows DEXP FZE to monitor the defense and settlement of the claim; and (c) cooperate reasonably with DEXP FZE in the defense and settlement of the claim. In no case can the Client agree to settle any claims without the written consent of DEXP FZE.
      Obligations under this Section will not apply to the extent that the underlying charge arises from:
      1. violation by the Client of this Agreement or violation of applicable law;
      2. modification of DEXP FZE technologies or Services by anyone other than DEXP FZE
  10. WARRANTIES AND REPRESENTATIONS
    1. DEXP FZE warrants and represents that:
      1. he has all the rights, powers and authorities to conclude this Agreement, provide the Services and fulfill all his obligations under it;
      2. The service level and service availability will be in accordance with the SLA agreed with the Client. All possible compensation for non-compliance with the SLA is solely determined by the compensation rules set out in the SLA, and other legal claims (such as indemnification or interference rights) are excluded.
      1. Except as expressly provided in this Agreement, to the maximum extent permitted by applicable law, DEXP FZE makes no other express or implied representations and / or warranties and excludes all warranties, including any implied or explicit warranties regarding the Services and / or their suitability for the specific purposes of the Client.
      2. DEXP FZE does not warrant that Third Party Content will be uninterrupted, error-free or free of harmful components, and that any Content will be safe and will not be lost or otherwise altered. DEXP FZE is not responsible for any disruptions or losses that may arise as a result, and is not responsible for archiving and backing up Client Content. In the event of a failure, the Client will not be able to retrieve his Content or the data that has been stored. It is recommended that the Client regularly backs up his Content and data stored on the Platform using the Services.
      3. DEXP FZE is not responsible for claims and actions of third parties if the Client provides services to such third parties using the Services. DEXP FZE is not responsible for violation of the rights of third parties as a result of the Client's actions using the Services.
      4. DEXP FZE is not responsible for the Client's claims related to remote access to the Services related to the quality of the telecom operators' networks, traffic exchange policies of telecom operators, the operation of the Client's equipment and software and other circumstances beyond the control of DEXP FZE.
    2. The client warrants and represents that:
      1. all data provided by the Client when registering the Client on the Platform is accurate, complete and reliable;
      2. The Client has read all restrictions and guidelines for the use of the Services, accepts and agrees to comply with them;
      3. The Client has provided all the necessary notifications, carried out all the necessary registrations and received all the necessary consents of third parties and, by law, has all the necessary rights to information and Content uploaded to the resources of the Platform;
      4. The client is not subject to any sanctions of the European Union, USA, USA and Switzerland;
      5. The Client or its licensors owns all rights, names and interests in relation to the Client Content;
      6. The Client has all the rights to the Content necessary to grant the rights provided for in this Agreement; no Content or use of Content by users will violate the AUP;
      7. The client complies with the requirements of the current legislation in his activities.
        1. In the event that, after the conclusion of this Agreement, the Client has reasonable grounds to believe that any of the above guarantees and statements are no longer true or have been violated, the Client must immediately notify DEXP FZE in writing.
  11. LIMITATION OF LIABILITY
    1. As far as possible in accordance with applicable law, DEXP FZE shall under no circumstances be liable to the Client for lost profits, loss of business, contracts, expected savings, lost profits, lost profits, loss of reputation, loss of reputation, loss or use of data and / or any indirect (consequential) damages arising from or in connection with the Services.
    2. To the maximum extent permitted by applicable law, neither DEXP FZE nor DEXP FZE suppliers shall be liable under this Agreement in excess of the amount paid by Customer to DEXP FZE under this Agreement in the last accrual period prior to the event giving rise to liability.
  12. TERM AND TERMINATION
    1. Deadline. This Agreement comes into force from the moment it is accepted by the Client and is considered concluded for an indefinite period. When concluding the Agreement, it is assigned a number displayed in the corresponding section of the Management Console.
    2. Termination. The Client may terminate this Agreement by giving DEXP FZE a written notice at least 10 (ten) calendar days prior to the expected date of termination in accordance with clauses 12.2.1 , 12.2.2 of this Agreement.
      1. If the Client terminates this Agreement, this may lead to the early termination of the Client's access to the Mandatory Volume of Services or special conditions for using the Services (if applicable) without reimbursement by DEXP FZE of any costs or losses.
      2. At any time during the period of validity of the Obligated volume of services, the Client may unilaterally terminate this Agreement and / or the Obligated volume of services, while the Client pays DEXP FZE a commission in the amount of 30% of the cost of the Obligated volume of services for the unused reserved period ("Termination Fee ").
        The Parties agree and acknowledge that early termination of the Agreement and / or the Declared Scope of Services during the period of validity of the Declared Scope of Services by the Client is considered inappropriate and leads to damage and loss for DEXP FZE. The termination fee shall be paid as a forecasted loss to compensate DEXP FZE for losses and losses incurred by DEXP FZE as a result of the termination of this Agreement and / or the Fixed Volume of Services under the conditions set forth in clause 1 of clause 12.2.2. The customer acknowledges that the termination fee is a forecasted loss and is not a penalty.
    3. If the Client does not agree with the changes to this Agreement or any Related Document, the Client may terminate this Agreement by notifying DEXP FZE in writing within 10 (ten) calendar days from the date the changes become effective. The Agreement is considered terminated from the moment DEXP FZE receives the Client's notification.
    4. The notice of termination of the contract by the Client is sent in the form of a scanned copy of the application signed by the Client or an authorized representative of the Client to the DEXP FZE email address indicated on the Site.
    5. DEXP FZE may terminate this Agreement with the immediate disconnection of the Services and without reimbursement of costs or losses without notice if the Client has violated any of his obligations under this Agreement and, in particular, in the following cases:
      1. if DEXP FZE's relationship with subcontractors or partners that provide software or other technologies that DEXP FZE uses to provide the Services expire, terminate, or require DEXP FZE to change the way DEXP FZE provides Services;
      2. The Client does not remedy the violation of the Agreement that is the reason for the suspension, provided that the suspension lasted more than seven (7) calendar days;
      3. The client does not comply with the AUP, which led to a violation of the rights of third parties or applicable law;
      4. DEXP FZE previously terminated the agreement with this Client due to his violation of this Agreement, unless DEXP FZE expressly agreed to conclude this Agreement with the Client;
      5. The client does not comply with the anti-corruption clause provided for in this Agreement;
      6. violation by the Client of the guarantees and statements presented in this document;
      7. The client becomes:
        1. subject to any sanctions imposed by the US, EU, UN or Switzerland;
        2. subject to any other applicable sanctions;
      8. in order to comply with applicable law or government requests.
      1. DEXP FZE has the right to terminate this Agreement in whole or in part at any time in relation to the Services provided free of charge.
      2. In the event of early termination of this Agreement by the Client, DEXP FZE may immediately terminate any agreements on the Mandatory Scope of the Services or special conditions for the use of the Services, and the Services will be immediately disabled and without reimbursement of costs or damage without prior notice.
    6. If there are unused funds in the Client's Personal Account, DEXP FZE will return such funds to the Client within 30 (thirty) calendar days after termination of this Agreement on the basis of a written application from the Client signed by the Client or an authorized representative of the Client. Customer must provide DEXP FZE with a scanned copy of such return request. DEXP FZE has the right to withhold the Service Fees payable by the Client, accrued liquidated damages and losses incurred by DEXP FZE as a result of the Client's default on contractual obligations from any amounts to be returned to the Client.
    7. The procedure for deleting information and Content in cases of suspension of access to the Services and termination of the Agreement.
      1. DEXP FZE stores the Client Content uploaded to the resources of the Platform as follows:
        • within 60 (sixty) calendar days from the moment of suspension of the Client's access to the Services due to the Client's failure to comply with the terms of payment for the Services and / or the end of the Trial period;
        • within 7 (seven) calendar days from the moment of suspension of the Client's access to the Services due to the Client's failure to comply with other terms of the Agreement;
        DEXP FZE has the right to mark the information and Content uploaded to the resources of the Platform as "deleted" and delete them together with the resources of the Platform within 72 hours after the expiry of the periods specified above, if the Client does not eliminate the violations that led to the suspension of access ...
        Services for storing Content provided during the suspension period are paid according to the Tariffs for the Services.
      2. DEXP FZE has the right to delete the Client's information and Content uploaded to the resources of the Platform before the expiration of the period specified above, in case of early termination of the DEXP FZE Agreement. If the Client's access to the Services was suspended during the Trial Period, DEXP FZE, at its sole discretion, may delete the resources of the Platform along with the information and Content of the Client.
      3. The procedure and conditions for the removal of information and Content of the Client from the resources of the Platform at the request of the Client, as well as in cases where the Client's access to the Services is suspended due to violation of the terms of the Agreement, are indicated in the documentation indicated on the Site. at: desk.ruscomtech.ru
      4. In case of termination of the Agreement, the Client's information and Content uploaded to the resources of the Platform are marked and deleted along with the resources of the Platform used by the Client within 72 hours after the termination of the Agreement, unless otherwise provided by applicable law.
  13. APPLICABLE LAW AND DISPUTE RESOLUTION
    1. This Agreement and any accompanying or related documents shall be governed by and construed in accordance with the substantive law of __________________. All matters not covered by the Agreement and documents referred to in the Agreement or not fully covered are governed by substantive law _________________.
    2. All disputes arising out of or in connection with this Agreement shall be subject to exclusive jurisdiction in the courts of _______________. The foregoing does not limit __________'s right to seek injunctive relief and / or any other remedy in any other judicial authority.
  14. CONFIDENTIALITY
    1. Confidential information means any information of the disclosing party, including but not limited to: scientific, technical, technological, production, financial, economic or other information, including information about information security, identification / authentication and authorization (logins, passwords, etc.) tools , hardware and software systems, principles of their operation, source codes (parts thereof) of computer programs; statistics, information about customers, goods, services, research results. The parties undertake not to disclose or transfer to third parties confidential information received from each other during the implementation of the Agreement, except for the cases specified in the Agreement,
    2. The receiving party should under no circumstances exercise less care in protecting the disclosing party's information than it uses for its own information of the same sensitivity and importance, and upon detecting any unauthorized disclosure of information in its possession, the receiving party should use its own endeavors. efforts to prevent further disclosure or unauthorized use.
    3. The confidentiality obligation does not apply to any information that is in the public domain at the time of disclosure or later became part of the public domain through no fault of the receiving party.
    4. If confidential information is disclosed intentionally or through negligence, the guilty party undertakes to compensate for the losses caused by such disclosure, if the aggrieved party requires it.
    5. The obligations set out in this section bind the parties for a period of five (5) years from the date of disclosure of confidential information, and such obligations will remain in effect upon termination or early expiration of this Agreement.
    6. The following information provided by the parties is not considered a breach of confidentiality:
      1. information is required by applicable law or regulatory, legal or administrative process, or any other order or mandate of a court or other state or municipal authority, for it to be disclosed by the receiving party, but only to the minimum required and for the purpose of such order and subject to that the receiving party will first notify the disclosing party of the order (unless prohibited by applicable law) and, if requested by the disclosing party, the receiving party must use commercially reasonable efforts to assist the disclosing party, at the disclosing party's sole cost to find an appropriate protective order;
      2. information provided to auditors and external consultants, provided that such persons have undertaken to protect the confidentiality of information transmitted on terms that provide an equal or higher level of protection than the terms of the Agreement;
      3. information provided to the affiliates of a party, if such provision to an affiliate is reasonably necessary for the parties to fulfill their contractual obligations and the affiliate has undertaken to protect the confidentiality of information transmitted on terms that provide an equal or higher level of protection compared to the terms of the agreement;
      4. information provided to third parties involved in the provision of all or some of the Services, if such parties have undertaken to protect the confidentiality of information transmitted on terms that provide an equal or higher level of protection compared to the terms of the Agreement.
    7. Any links to DEXP FZE must be published, and the fact and / or details of cooperation relating to this Agreement must be communicated to third parties or the public only with the prior written consent of DEXP FZE, unless the applicable law requires you to provide relevant information.
  15. NOTIFICATIONS
    1. DEXP FZE may send any notifications, messages and documents to the Client by e-mail or by posting such notifications, messages and documents on the Website and / or in the Management Console and / or via SMS messages to the mobile phone number provided by the Client to the Management Console. Notifications sent by DEXP FZE by posting on the Site will be effective from the date of publication, and notifications sent by DEXP FZE by email will be in effect when DEXP FZE sends an email. The client is obliged to keep his email address up to date. The Client shall be deemed to have received any email sent to the email address associated with the Client's account when DEXP FZE sends the email.
    2. The Client can send messages and notifications to DEXP FZE by e-mail indicated on the Site, or through the feedback forms available to the Client on the Site or in the Management Console. All legal notices must be in writing and signed by an authorized representative of the Client.
    3. The parties confirm that the exchange of documents, including letters, notifications, notifications and other messages transmitted in any way specified above, will have probative value and full legal force.
  16. DIFFERENT
    1. This Agreement does not create any agency, partnership, joint venture, hiring, or any other relationship between Client and DEXP FZE that is not expressly specified in the Agreement.
    2. If any term (or part of a term) of this Agreement and / or any document referred to in the Agreement is invalid, invalid, illegal or unenforceable, the remainder of the Agreement and any document referred to in the Agreement will remain in effect.
    3. Neither party will be deemed to have waived any rights without exercising (or postponing the exercise) of any rights under this Agreement and / or any document referred to in the Agreement.
    4. The Agreement does not provide for the transfer of any exclusive rights or license granted by DEXP FZE to the Client for any part of the Platform and Services, unless otherwise expressly provided by the Agreement and the documents specified in the Agreement.
    5. The client does not have the right to assign any part of this Agreement or the documents specified in the Agreement without the prior written consent of ________.
    6. Trademark. The Client authorizes DEXP FZE to use the logo, trademark, trade name and / or name of the Client's software product and / or the Client's Site for information, advertising and marketing purposes without the need to obtain any additional consent from the Client and without payment of remuneration. To the client for this use.
    7. The parties acknowledge, agree and warrant that they have a zero tolerance policy for bribery and corruption, which means that corrupt conduct and aid payments / business-related facilitation payments and payments providing faster solutions are strictly prohibited. In accordance with the Agreement, the parties and their affiliates, employees, intermediaries and representatives (including agents, commissioners, customs brokers and other third parties directly or indirectly involved in the implementation of the Agreement) will not accept, pay, offer or allow (authorize) pay / accept any funds or transfer any value (including intangible assets), directly or indirectly, to any parties in order to influence their actions or decisions,
    8. Force Majeure. The parties are exempt from liability for partial or complete failure to fulfill obligations under the Agreement if such failure was caused by force majeure, including natural disasters; natural disasters and industrial disasters; Act of terrorism; fighting; civil unrest; adoption by state bodies or local self-government bodies of acts prohibiting or restricting the activities of the Parties under the Agreement; other circumstances arising after the signing of the Agreement as a result of emergency situations that the Parties could neither foresee nor prevent, which makes it impossible to fulfill (proper fulfillment) of the obligations of the Parties.
      1. In the event of force majeure, each party must notify the other party. The notice must describe the nature of the force majeure and contain official documents confirming its existence and, if possible, an assessment of its impact on the party's ability to fulfill its contractual obligations.
      2. If force majeure or its consequences last one (1) month or more, either party may unilaterally terminate the Agreement.
    9. Details of the parties. If the Parties change their name, their legal status, addresses and / or payment details and make other changes that may affect the implementation of the Agreement, the party that made the changes must notify the other party within five (5) calendar days from the date of such changes. by virtue of. effective.
    10. Survival. The obligations of the Parties, which by their nature remain in force (including, but not limited to, obligations of confidentiality and settlement, obligations to use information), remain in effect after the termination of this Agreement.
    11. Conflicting terms. In the event of a conflict between the documents constituting this Agreement, the Agreement shall prevail. If DEXP FZE provides this Agreement in more than one language for the country of your billing address, and there is a discrepancy between the English text and the translated text, the English text shall prevail.
  17. TERMS AND DEFINITIONS
    Capitalized terms in the Agreement have the following meanings, unless otherwise expressly indicated in the text:
    "Accrual Period" means a calendar month, unless otherwise agreed by the parties. The first accrual period is defined as the period from the date of entry into force of this Agreement until the last day of the month;
    "Overdue debt" means a negative balance on the Client's Personal Account at the end of the Accrual Period;
    "Mandatory scope of Services" means the ability to use the Services in the amount and quantity requested by the Client in the Management Console for a certain period and provided by DEXP FZE. The Client undertakes to pay in full for such reserved volume of Services, regardless of whether the Client uses the Services or not;
    “Content” means data, text, programs, databases, music, sounds, photographs, graphics, videos, messages and other materials;
    "Corporate linked card" means any bank card attached to the Client's Personal Account as a legal entity by the Client's representative for the purpose of paying for the Services;
    "Credit Limit" - the maximum negative balance of the Personal Account, if it is exceeded, DEXP FZE has the right to suspend the provision of Services to the Client. The credit limit is set for each Client individually, depending on the number of ordered and used Services, the time of using the Services, the Client's payment history and other parameters. Information on the amount of the Credit Limit is available to the Client in the Management Console;
    "Client Content" means Content uploaded by the Client to the resources of the Platform through the Services;
    "Documentation" means the technical documentation, billing documentation, technical support documentation, user guides, and administrator guides for the Services located at desk.ruscomtech.ru ;
    "Grant" - the amount of the bonus (discount) that DEXP FZE provides to the Client in accordance with the Agreement;
    "Limits" mean technical restrictions on the use of the Services associated with the architecture of the Platform;
    "Related Documents" means documents that form an integral part of this Agreement and apply to the Services. List of related documents specified in section 18 of this Agreement;
    "Management Console" - a closed section of the Platform, which DEXP FZE provides to the Client to administer the Services, including, but not limited to, ordering and managing the Services; containing statistics on the Services used, information about the status of the Client's Personal Account, data for logging into the system, Credit Limits, Quotas and Grants of the Client; providing parties with a means of exchanging notifications and messages; performing other actions necessary to use the capabilities of the Platform;
    "Personal Account" means a set of records describing financial relations between DEXP FZE and the Client, which maintains a single general account of the ordered and used Services, contains payment information about the payments made by the Client and the amounts payable in accordance with this Agreement. The personal account is of a technological nature and does not have the status of settlement or banking;
    "Platform" means the DEXP FZE software and hardware platform that provides the means for using the Services and other cloud resources of the Platform;
    "Quotas" - organizational restrictions on the use of the Services
    "Resident" means legal entities registered in accordance with the legislation of the respective Territory and / or tax residents of the respective Territory;
    "Services" - cloud services or software products that allow the use of certain categories of resources of the Platform. A complete list of available Services is posted on the Site;
    “Service Rates” means the applicable charges per unit of account for any Service. Links to Tariffs for services for a specific Service are given here: desk.ruscomtech.ru ;
    "Service Fee" means the aggregate fee based on the Customer's use of the Services and the Service Tariffs;
    “Site” means the website available on the Internet at desk.ruscomtech.ru , which may be updated by DEXP FZE from time to time;
    "Statistics" means the electronic data of the automated recording systems DEXP FZE, which contain information on the volume of Services used, Service Fees and other information regarding the use of the Services available in the Management Console;
    "Technical Support Services" - technical support services provided by DEXP FZE to the Client in accordance with the Technical Support Regulations in connection with the Services;
    "Territory" means the countries listed on desk.ruscomtech.ru where DEXP FZE provides access to the Services in accordance with this Agreement;
    "Trial Period" means the period when the Client has the right to test the Services and explore their capabilities;
    "User" means any natural or legal person who, directly or indirectly through the Client, gains access to or uses the Services under the Client's account;
  18. RELATED DOCUMENTS
    The related documents are an integral part of this Agreement, adopted in conjunction with this Agreement, namely:
    The Technical Support Statement ("TSS") is set out here: desk.ruscomtech.ru
  19. ИНФОРМАЦИЯ О DEXP FZE
    CiF Number 013556564

    Address Desk # 08-112-008, We-Work Middle
    East DWTC - Level 8 The Offices 4, One
    Central, Dubai World Trade Center Р.O Вox 487177

    tel +971 50 114 1024 2411, NOURA TOWER,

    Business Вау СЕО
    account 09100638461 IВAN
    АЕ810330000019100638461 bank Mashreq

    INN:7716786067

    Gearbox: 771701001

    Address:129626, Moscow, Prospect Mira, 102, building 1, room 12

    Postal address: 129626, Moscow, Prospect Mira, 102, building 1, room 12

    Bank: PJSC SBERВANК in Moscow
    Corr. account: 3О1О1810400000000225 in PJSC SBERВANК
    Account: 40702810338000031337

    Tel.+7 (495) 665-55-31
    BIK: 044525225