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::: Offer Agreement
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WebVoice
LLC Offer St.
Petersburg August
29, 2007 1. General 1.4. This document is an
official offer (public offer) of WebVoice Limited Liability Company and
contains al material terms and conditions for provision of telematic
communications and data transfer services. 1.2. The Parties hereto
are WebVoice LLC (hereinafter referred to as the CONTRACTOR) represented by its
Managing Director S.M. Ushakova acting in accordance with the Articles of
Association, on the one part, and the User of any legal entity or individual
joining this Agreement, on the other part. 1.3. The full and
unconditional acceptance of this public offer shall be the time of acceptance
by the USER of its terms and conditions, or upon the first application by the
USER of any EVAPHONE products, and shall remain in effect until
termination thereof by either party. 1.4. Acceptance of the
offer shall mean that the USER agrees with all provisions thereof, which is
equal to entering into a telematic communications and data transfer services
Agreement. 2. Terms and definitions applied herein User
interface technical and technological parameters of physical chains connecting
the operators communications facilities and the user (customer premise)
equipment, and the formalized set of interaction regulations; user
terminal hardware and software package applied by the user for employing
telematic services for transmission, receipt and imaging electronic messages
and (or) formation, storage and processing of information contained... USER
device a PC or autonomous device supporting TCP/IP, SIP protocols
connected to the EVAPHONE System; harmful software software purposely leading to
violation of the users legitimate rights, including acquisition, processing or
transfer from the user terminal of any information without the users consent,
or to deterioration of operational parameters of the user terminal or
communications network; contents information (files
containing data, texts, software, musical and audio files and other sound files,
photo-, video-, and other images) to which the USER has an access as part of
the Services or through employing the Services in the EVAPHONE System; personal
account the USERs account in the EVAPHONE System
reflecting records of actually made VoIP calls and other settlement
transactions; advertising
information
distributed in any manner and form using any means and offered to public at
large in order to attract attention to the advertised object, formation and
maintenance of the interest thereto and promotion thereof on the market; network address number of the numeration
resource of the data transfer network strictly defining in employment of the
communications telematic services the user terminal or communications
facilities incorporated in the information system; EVAPHONE system the
CONTRACTORs hardware and software package responsible for registration of the
USERs user device and VoIP calling, and storage of records. The EVAPHONE System has a
web-interface available at sites www.evaphone.ru and www.evaphone.com; spam telematic electronic message
intended for public at large delivered to the user without their preliminary
consent and not enabling the sender thereof to be defined, e.g. for the reason
of nonexistent or false address indicated therein; Telematic electronic message one or more
electrical communications message containing information structured in
accordance with exchange protocol maintained through the information
system-user terminal interface; Terms and Conditions terms and
conditions for provision of the EVAPHONE System services specified in this
document and any appendices thereto as supplemented and amended; Services telematic communications
and data transfer services provided by the EVAPHONE system under terms and
conditions specified hereunder; VoIP‑call IP channel
voice transmission session. 3. Subject Matter 3.1. The subject
matter hereof is provision of telematic communications and data transfer
services free of charge, provided the USER has agreed to watch an
advertisement, through access and services provided for the USER in the EVAPHONE System under
terms and conditions specified hereunder (hereinafter referred to as the Terms
and Conditions). 3.2. The CONTRACTOR shall provider the Services in
accordance with legislative and other statutory legal acts of the Russian
Federation, pursuant to the Articles of Association of the Company and subject
to License No. 54000315 dated 09.11.2007
and License No. 54000316 dated
09.11.2007. 3.3. The CONTRACTOR shall publish the terms and
conditions of the services on its official site at: www.evaphone.ru and www.evaphone.com. 3.4. The CONTRACTOR
shall be entitled to modify terms and conditions hereof unilaterally not
earlier than 10 days after the date of publication thereof on sites at www.evaphone.ru and at www.evaphone.com. 4. Services Terms and Format 4.1. The USER may
accept the Terms and Conditions: à). having selected
the option accept the Terms and
Conditions or agree with Terms and
Conditions, if such option is provided by the EVAPHONE System in the
Users interface for such Service; or b). by actually using the Service. In such
event, the User shall acknowledge and agree that EVAPHONE will consider the
fact of use thereof as a form for acceptance of the Terms and Conditions
effective the appropriate time. 4.2. Prior to each use
of the EVAPHONE System service advertisement will be shown. Acceptance by the
USER of the EVAPHONE System Services shall mean that the USER has agreed to
receive and watch an advertisement in the EVAPHONE System. 4.3. The USER may make
calls only to destinations made available by the CONTRACTOR. See the list
of available destinations at www.evaphone.ruandwww.evaphone.com in the Available Destinations Section. 4.4. Duration of the
call will be defined by the CONTRACTOR. The CONTRACTOR may change duration of
the call. 5. Rights and Obligations of
the Parties 5.1. The CONTRACTORS obligations. The Contractor shall: 5.1.1. Register the USERS user device in the
EVAPHONE System. 5.1.2. Provide
consultations on the matters related to execution hereof. 5.1.3. Provide 24 hours
access to the EVAPHONE System. 5.1.4. Maintain the USERS personal account. 5.1.5. Remedy faults preventing from
using the Services. The Contractor
render the following information services 24 hours free of charge: 5.1.7. Provide necessary and true information
on the EVAPHONE System. 5.1.8. Receive
from the USER any information on technical troubles preventing from using the Evaphone System. 5.1.9. Provide
information on user (customer premise) equipment settings for use of the
EVAPHONE System. 5.2. The CONTRACTORS rights: 5.2.1. The CONTRACTOR
shall be entitled to limit, suspend or cease the USERs use of the EVAPHONE
System, cut off the USERs access to EVAPHONE web site, remove the materials
published by the USER and take any and all engineering and legal measures to
prevent the USERs access to the EVAPHONE site in the future, if the CONTRACTOR
considers that the USER has violated these Terms and Conditions, has made
anything that may result in legal proceedings, has breached intellectual rights
of third parties, has got involved in cheating, fraud, amoral or illegal
actions. Termination of the USERs access to the EVAPHONE Services shall be
deemed a sufficient notice of the measures taken by EVAPHONE. If the USER has
given to EVAPHONE their current e-mail address, EVAPHONE may send to the USER a
written notice. 5.2.2. The CONTRACTOR shall be
entitled to make engineering modifications to their products and services in
accordance with changes of consumer demand, latest process designs and
statutory rules and regulations. The CONTRACTOR shall also be entitled to
alter, improve and upgrade their products, in which case the CONTRACTOR shall
be entitled to restrict, terminate or suspend the access to the EVAPHONE
System. 5.2.3. The CONTRACTOR shall fix duration of the call
at their own discretion. The CONTRACTOR may change duration of the call in
either way without giving a preliminary notice to the USER. 5.2.4. The CONTRACTOR shall select available
destinations for free calls without consent of and preliminary notice to the
USER. The list of available destinations for free calls is and published for
review on sites www.evaphone.ru and www.evaphone.com in the Available Destinations Section.
5.2.5. The CONTRACTOR shall fix duration of the
advertisement at their own discretion. The CONTRACTOR may change duration of
the advertisement in either ways without giving a preliminary notice to the
USER. 5.3. The USERs
obligations 5.3.1. To timely provide
the CONTRACTOR with any data and information required for proper provision of
EVAPHONE Services. 5.3.2. Not to reproduce, duplicate,
copy, sell, make transactions with nor resell the Services for any purposes,
unless such actions directly authorized in a separate agreement with the
CONTRACTOR. 5.3.3. To use for the
Services the user (consumer premise) equipment and software complying with the
requirements. 5.3.4. To take measures
to protect the user terminal from harmful software. 5.3.5. To prevent spam and harmful
software expansion from their user terminal. 5.3.6. To use the Services only for
the purposes authorized by the Terms and Conditions and in accordance with the
legislative and other statutory legal acts of the Russian Federation. 5.4. The USERs
rights 5.4.1.
To refuse using Services not covered by the Offer and
provided without their consent. 6. Liability of the
Parties 6.1. For failure to perform or improper
performance of the Terms and Conditions specified herein, the CONTRACTOR shall
be kept liable with due regard to the applicable law of the Russian Federation.
6.2. The CONTRACTOR
shall be kept liable to the USER for actions or omissions resulting in
expansion of spam, harmful software or other information prohibited by the law
of the Russian Federation. 6.3. The CONTRACTOR
shall be entitled to bring an action applying for damages caused by the USER,
if the USER: à) has violated the procedure for operation of the user
(customer premise) equipment and (or) user terminal; b) has violated the
prohibition to connect the user (customer premise) equipment not complying with
the established requirements; c) has committed
actions resulting in failure of communications means and the EVAPHONE System
communications network. 6.6. The Parties shall be released
from liability for failure to perform or improper performance of their obligations
hereunder, if they prove that such failure or improper performance were caused
by force majeure circumstances of by default of the other party. 7. Limited
liability terms
The
CONTRACTOR shall not be kept liable for: 7.1. eventual incompliance of the
obtained EVAPHONE System operation results with the USERs expectations; 7.2. any direct or indirect damage or lost profit, even
resulted from use or failure to use the EVAPHONE System; 7.3. any damage of the USERs equipment or software
resulted from operation of the EVAPHONE System; 7.4. impossibility of operation of the EVAPHONE System for
any reason; 7.5. contents of exchanged information in operation of the
EVAPHONE System; 7.6. advertising materials placed at sites www.evaphone.ru and www.evaphone.com, and quality of
the advertised goods, operations and services. 7.7. the USER uses for VoIP‑in the EVAPHONE System the communications channels
provided by the third parties, the CONTRACTOR shall not be kept liable for
quality of services provided by third parties, nor for delays and failures in operation
caused whether directly or indirectly by the circumstances beyond their
reasonable control. 8. Information provided in the course of the
Services use 8.1. Responsibility for
the Content accessed by the USER as part of or through the use of EVAPHONE
System Services shall be borne by the person that has provided the Content. 8.2. The Content
provided to the USER as part of the Services may be the object of the reserved
intellectual property rights held by sponsors or advertisers who place such
Content in EVAPHONE (or other persons or companies acting for and on behalf
thereof). 8.3. The CONTRACTOR has
reserved the right (but not obliged) to preliminarily examine, review, mark,
select, change, suppress or remove in full or in part the Content from any
Service. 8.4. In using the
Services the USER may receive the Content which may be considered to contain
offensive, disgraceful or obscene information. 8.5. The USER shall
bear responsibility for any Content which they create, transfer or show on the
screen in the course of using the Services, and for consequences of all such
actions involving use of the Content (including any loss or damage sustained by
the CONTRACTOR). 8.6. The USER agrees
not to use the EVAPHONE System for: a. loading, sending, transfer
or any other way of publishing materials being illegal, harmful, threatening,
morally abusive, defamatory; copyright breaching, stirring up hatred and/or
promoting racial, ethnic, sex or social discrimination. b. violation of rights of
minors and/or causing harm thereto in any manner; c. minority rights impairment;
d. pretending without
sufficient powers to be another person or representative of an organization
and/or community, such as employees of the EVAPHONE System, moderators, owners
of the EVAPHONE System, and misleading about the features and specifications of
any subjects or objects; e. loading, sending, transfer or
any other way of publishing materials that the USER is not allowed to put into
the public domain either by law or any contract relationships; f. loading, sending, transfer
or any other way of publishing materials adversely affecting any patent,
trademark, trade secret, copyright or any other proprietary rights and/or
copyright and related rights of a third party; g. loading, sending, transfer
or any other way of publishing of unsolicited advertising information, spam,
pyramid plans, luck promising letters (the CONTRACTOR uses the resources of the
EVAPHONE System Web interface for promotion. The USER agrees NOT to mail to
more than ten addresses unsolicited and/or unexpected advertising, such as
spam, nor repeatedly send letters to the same person. Messages sent by EVAPHONE
to the USERS containing organizational and technical information on the
EVAPHONE System are to considered to be spam; h. loading, sending, transfer
or any other way of publishing materials containing viruses or other computer
codes, files or programs intended for breaching, destruction or restriction of
operability of any computer or telecommunications hardware or software or
unauthorized access; serial numbers to commercial software products and
programs for generation thereof, logins, passwords and other means for getting
unauthorized access to pay resources in the Internet, and placements references
to the above information; i. willful or occasional
violation of the applicable local, national or international laws; j. collection and storage of
other users personal data; k. violation of normal
EVAPHONE System operation by using pop-up windows. 9. Password and record preservation 9.1. The CONTRACTOR
shall be responsible for preservation of confidential passwords related to any
record used by the USER for getting access to the Services. 9.2. The USER shall be
kept liable to the CONTRACTOR for any actions made through using their record. 9.3
If the USER
become aware of any unauthorized use of their password or record, the USER
agrees to give an immediate notice to the CONTRACTOR at info@evaphone.com. 10. Correspondence
privacy and confidentiality clause 10.1. For use
of the EVAPHONE System, the USER information and private correspondence will be
kept confidential, unless otherwise specified in the law of the Russian
Federation. 10.2.
The
CONTRACTOR shall guarantee that no user personal or identification information: à. will be used for
advertising purposes without prior consent of the USER; b. will be disclosed to the third parties
without prior consent of the USER, unless
otherwise specified in the law of the Russian Federation 10.3.
The CONTRACTOR shall make any and all efforts to protect the USER information
from destruction, distortion or disclosure. 10.4. The USER shall be
entitled to disclose their own personal data by any legal means. the CONTRACTOR
shall not be kept liable for actions of the third parties who have got access
to the USER information as a result of such disclosure or have got an
unauthorized access to the safeguarded information on the USER. 11. The
CONTRACTORs proprietary rights 11.1. The CONTRACTOR shall hold any proprietary and
non-proprietary with respect to the Services. The USER acknowledges and agrees
that the EVAPHONE System and all rights to necessary programs are reserved
under copyright, trademarks, patents, intellectual property laws and other
relevant legal acts of the Russian Federation and international law. 11.2. Unless otherwise
agreed upon with the CONTRACTOR in writing, nothing herein shall be deemed as
providing to the USER the right to use any trade names trademarks, service
marks, logos, domain names, brands or other identification marks of the
EVAPHONE System. 11.3. The CONTRACTOR
shall not acquire any proprietary or non- proprietary rights from the USER with
respect to any Contents which the USER has placed, sent, transferred or shown
on the screen, in the Services or through the use of the Services, including
intellectual property rights available with respect to such Contents. 11.4. The USER agrees
not to remove, make invisible nor otherwise alter any marks indicating the
rights (including copyright or trademark) that may be present or contained
on/in the Services. 12. Applicable law
and jurisdiction This document shall be governed and interpreted with
due regard to the applicable law of the Russian Federation. Any legal
proceedings related hereto shall be subject to the jurisdiction of the Russian
Federation. 13. Force majeure
circumstances In the event of failure in operation of the EVAPHONE
System products caused by force majeure circumstances, the CONTRACTOR shall not
be kept liable to the USER for failure to perform their obligations hereunder.
Force majeure circumstances shall include any event beyond control of the
CONTRACTOR. If force majeure circumstances occur, the CONTRACTOR shall
immediately give a reasonable notice to the USER on a presumable delay or
duration of interruption in performance of their obligations to the USER. The
CONTRACTOR shall not be kept liable for any consequences of force majeure
circumstances 14. Language The original version of this Agreement made in the
Russian language may be translated in any other language. In the event of
discrepancy or conflict between the Russian and the translated version, the
Russian text shall prevail. 15. Innovations in
the law of the Russian Federation
16. Partial invalidity If any term or statement hereof is recognized to be
invalid, impossible or unenforceable, yet the remaining statements of these
Service Terms and Provisions shall be deemed fully binding. If the law of your residence country prohibits you
from using our products because you are under the age of because our products
are banned in your country, please refrain from using our products. The post address: Russia, Phone: +7 (812) 9315903 E-mail: info@evaphone.com Information service and operators system unified index: e-mail: support@evaphone.com EVAPHONE system: user "Support-Evaphone" EVAPHONE system forum: user "Support-Evaphone" WebVoice LLC |
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