License Agreement on the Custom Development Service

This license agreement (the "Agreement") is a legal contract between LLC "Alt-team" (the "Company"), with an address at 432072, Generala Tyuleneva Pr., 2b, Russian Federation, Ulyanovsk and the User (the "User") of a software modification (the "Software Modification") which is developed by the Company by the User's request.

It is hereby agreed as follows:

Terms

All terms defined below shall have the following meaning for this Agreement only, and shall not be interpreted other way.

The company’s site is the site of the Company available at http://www.alt-team.com.

Design Integration service is the Company service on design integration into the User's software with the use of layouts provided by the User.

Custom Development service is the Company service which provides the development of Software Modifications. 

Software Modification is any software, software module or its changes including changes of templates (Design Integration service) developed by LLC "Alt-team" by the User's request according to the Specification.

Specification is a detailed description of the Software Modification (including price and timeline), which is provided by the Company under terms and conditions of this Agreement. 

Company's HelpDesk System is the software which the Company  uses for communication with Users, available on the Company’s site, allowing the User to view his messages and Tasks.

Task is an object which the Company  uses for raising an invoice for the User, which contains the Specification and which can be paid by the User through the Company's HelpDesk System.

Demo Site is a site which the Company uses to demonstrate the results of the performed work to Users.

Installation package is a package\archive which contains files of the Software Modification.

Issues are any problems concerning the performance of the Software Modification or its irrelevance to the Specification.

General

If the User uses the Software Modification or pays for the Task, he automatically agrees with the terms and conditions of this Agreement. If the User does not accept the terms and conditions of this Agreement, he shall not use the Software Modification or pay for the Task under any circumstances.

To conclude the Agreement, the User shall provide accurate, true, current and complete information about himself on this page of the Company's site.

The Company gives the right to the User to use the Software Modification only under terms and conditions of this Agreement even if the law of the User's country contemplates any contrary provision.

The Software Modification is protected by the law of the Russian Federation and international law on copyright and intellectual property.

Communication

According to this Agreement  all negotiations between  the User and the Company  are conducted through the Company's HelpDesk System. The User shall send to the Company all his requests regarding the Software Modification through the Company's HelpDesk System only. The Company shall reply to these requests as soon as possible. 

Development

According to this Agreement  the Company develops the Software Modification  for the User.

The procedure of the development of the Software Modification

1. The Company discusses with the User the details of the Software Modification and prepares the Specification. A cost and  a timeline of the Software Modification depend on the complexity of work and are defined by prior arrangement between the Company and the User. 

2. The User confirms the Specification.

3. The Company creates the Task. The User may view all necessary information about Tasks (description, cost and timeline) as well as pay for the Task on the following page "Unpaid tasks" of Company's HelpDesk System,

4. The User pays for the Task. The User shall pay for the Task only if he agrees with the provided Specification.

4.1. If the User disagrees with the provided Specification, he shall not pay for the Task.

4.2. If the User considers that it is necessary to make any changes in the Software Modification, he shall inform the Company  about it before the payment procedure and give exact instructions what changes should be done. In this case, the Company has the right to change the prior arrangement regarding the cost, timeline and other accepted liabilities.

4.3. The Company  shall not make any changes in the Specification after the User has paid for the Task. If changes are necessary, specialists of the Company  make a new Specification, and it applies to a separate Task.
 
4.4. The User shall pay for the Task within fifteen (15) calendar days of the date when the Task was made. Otherwise, the Specification of the Task is considered to be void, and the Company  has the right to change the Specification.

5. The Company starts the development of the Software Modification. The Company develops the Software Modification exactly according to the Specification made in the process of project discussion with the User.

6. The Company demonstrates the results of work to the User on a Demo Site (if the Specification does not require another option).

7. The User tests the Software Modification on a Demo Site.

8. If the User finds any contradiction between the performed Software Modification and the provided Specification, the Company  shall do all necessary fixes.

9. After the complete testing of the Software Modification by the User on a Demo Site, the User requires to provide him with the installation package of  the Software Modification and/or to install the Software Modification on his live server.

10. The Company provides the User with the installation package of the Software Modification and/or installs the Software Modification on a live server.

11. The Company closes the Task, if the User confirms that the Software Modification is developed according to the Specification.

Access

The User shall provide the Company  with an access to Cpanel, FTP, SSH, if it is necessary for the development or installation of the Software Modification.

Close of task

The Company closes the Task only after the User has confirmed that the Software Modification is developed according to the Specification. The Company also has the right to close the Task, if the User does not give any comments about the Software Modification during 14 calendar days of the date when the Company  has installed the Software Modification to the Demo Site  and notified the User about it.

Errors and Contradictions

The User shall perform detailed testing of the Software Modification on a Demo Site. However, if the User comes across any Issue after the expiration of the Task's close date, he may require the correction of discovered errors within four (4) months of the Task close date. The Company shall correct all discovered Issues during this period free of charge.

If the User notifies the Company about discovered Issues after more than four (4) months of the Task close date, the Company  has the right to require an additional charge for the correction of these Issues.

Timeline

The Company has the right to change the timeline of the Software Modification after the User has paid for the Task, if there are objective reasons for this including, but not limited to, underestimating of the complexity of work, etc. In this case, the Company shall notify the User about the delay and its reasons.

Grants

Under terms of this Agreement  the Company  does not sell the Software Modification  to the User, but the Company grants the User a non-exclusive right to use this Software Modification. Both the User and the Company  have the right to use the Software Modification at their own convenience, including the possibility to sell, change or grant it. However, the User has no right to limit the Company's rights to use the Software Modification  by licensing it, etc.

Liabilities and Limitation of Liability

If the Company  develops any Software Modification or changes any software owned by the User under terms and conditions of this Agreement, the User shall provide the Company with an access to this software and shall not change the source code of this software from the moment when the Company has started the development of the Software Modification and till the Task close date. 

If the software owned by the User is changed during the period of the Software  Modification development, the Company  has the right not to install the Software  Modification to the live site of the User regardless of the Specification requirements. In this case, the Company shall provide the User with the installation package only. If the User requires the installation of the Software Modification to the changed software, the Software Modification is subject to an additional charge, The changes of the User's software apply to a separate Task.

The Company is not obliged to install, remove or update the Software Modification upon the User's request free of charge if the Specification does not contain such provisions.

The User admits all the risks related to the performance and the usage of the Software Modification including, but not limited to, the risk of not receiving the expected profit, the risk of an error occurrence after the Software Modification installation, etc.

In no event shall the Company be liable for any incidental, special or consequential damages caused by the usage of the Software Modification or inability to use it.

If the law of the User's country does not permit any limitations of liability of the Company, these limitations of liability are subject to acknowledgment by the court of competent jurisdiction. The maximum amount of the Company liability shall not exceed the sum of compensation paid by the User for the Software Modification.

Termination

The Agreement is considered terminated, once the User violates any of the terms and conditions of this Agreement. Upon termination of this Agreement, the User is obliged to remove the Software Modification within three (3) calendar days of such termination, and it is prohibited to use it again under no circumstances.

The User has the absolute right to terminate the Agreement at any time by removing the Software Modification and notifying the Company about it in writing within three (3) calendar days. The date of termination is the date when the Company gets a notification from the User.

Once the Agreement is terminated, the User has no right to claim a refund for the  Software Modification, except for the cases specified in the Refund policy of the Company.

Dispute Resolution

If any dispute arises between the Company  and the User concerning the Agreement, including its interpretation, validity or provisions, the parties agree to exercise their best efforts to resolve the dispute as soon as possible.

If the Company  and the User can not resolve the dispute by exercise of their best efforts, such dispute shall be settled by the Ulyanovsk Regional Court of Arbitration (Ulyanovsk, Russian Federation) or by another competent court on the territory of the Russian Federation.

Force Majeure

The Company  is not liable in damages for any delay or default in performing of the Software Modification if such delay or default is caused by conditions beyond the Company's control including, but not limited to, Acts of God, wars and/or any other cause beyond the reasonable control of the Company.

Other

The Company reserves the right to change this Agreement unilaterally. The changed Agreement comes into force on the moment of its publication on the website of the Company.

The Company will notify the User about the change of the Agreement through a notice on the website of the Company and by e-mailing a corresponding notification to the User.