LICENSE OFFER AGREEMENT

KWORK SERVICE USER LICENSE OFFER AGREEMENT

This User License Offer Agreement (hereinafter the "Offer Agreement" or "Agreement") is entered into by and between Mirafox Limited, a company registered under No. 2386193, with its address at: Unit F, 11/F, CNT Tower, 338 Hennessy Road, Wan Chai, Hong Kong, represented by its Director, Elna Paulette Lafortune, acting on the basis of the Articles of Association, (hereinafter the "Operator") and the person accepting the terms and conditions of this public Offer Agreement by successfully completing the registration at the Kwork.com website and starting using the service (hereinafter the "User"). Acceptance of this Offer Agreement by successfully completing the registration at the Kwork.com website and starting using the service shall mean confirmation of the User’s free declaration of intent, aimed at complete and unconditional acceptance of the conditions of this Offer Agreement and all other documents referenced herein, and accession to this Offer Agreement subject to conditions set forth below. For the purposes of this Offer Agreement the User and the Operator are hereinafter jointly referred to as the "Parties" and individually as a "Party". For the purposes of this Offer Agreement the Operator shall mean the Licensor and User shall mean the Licensee.

By accepting the terms of this Offer Agreement the User represents and warrants that the User is at least 18 (Eighteen) full years of age and is of legal age under the laws of the jurisdiction of which the User is a citizen, or is a duly registered individual entrepreneur, or is a duly authorized representative or employee of the relevant legal entity, whichever is applicable.

DEFINITIONS

For the purposes of this Offer Agreement the definitions given below shall have the following meanings:

"KWORK Service" means the Operator’s proprietary online software suite and service inclusive of the website, designated for provision of services in accordance with terms and conditions available on the Internet via URL https://kwork.com hereinafter in the Agreement collectively called "Software".

"License" means a license for use of the Software on the territory of the Russian Federation, CIS countries, and any other country of the User’s business by the following means and purposes: enabling the User to use specific functionality of the KWORK Services by methods and means specified at KWORK Service website and based on the Related Documents. The License includes any and all additional or optional services offered and/or made available by the Operator via the KWORK Service, inter alia service of technical and informational support at use of the Software. Detailed description of the Software’s full technical functionality is available to the User in User’s Personal Profile in KWORK Service as well as in Related Documents.

"User" means a natural person, individual entrepreneur or a legal entity that registered with the KWORK Service as the User and accepted this Offer Agreement and the terms of the Related Documents, inter alia, KWORK Service Terms of Use. For the purposes of this Offer Agreement the User shall mean the Licensee.

"Personal Account" means the personalized section of the KWORK Service closed for public access. Personal Account is accessed by entering authentication details on the KWORK Service login page: login (username) and password (access code). By means of the Personal Account the User carries out its right to licensed use of the Software.

"License Fee" means a payment for licensed use of the Software payable by the User to the Operator.

"Accounting Period" means 1 (One) calendar month.

"Website" means a website on the Internet that is owned and/or operated and/or administered by a KWORK Service’s User (including the User accepting this User Offer Agreement and KWORK Service Terms of Use), that is included in the KWORK Service’s Websites’ list.

All other capitalized terms used in this Offer Agreement shall have meanings attributed to them in KWORK Service Terms of Use.

 1.

SUBJECT OF OFFER AGREEMENT

1.1.

By accepting the terms of this Offer Agreement and creating User’s Personal Account within the KWORK Service the User agrees to pay the License Fee for the License, and the Operator grants to the User the right to use the Software to access and use the KWORK Service on the terms of this Offer Agreement and Related Documents and in accordance with Terms of Use of KWORK Service, for the License Fee.

1.2.

The License to use the Software is granted to the User exclusively on terms and for the purposes directly specified in this Offer Agreement. No intellectual property rights with respect to the Software, or other exclusive rights, including, but not limited to, Software copyright, reproduction, distribution are granted to the User under no conditions. License assignment to third parties under sublicense agreements is prohibited.

1.3.

The Software’s detailed description, list of services and functionality available for User are displayed in the User’s Personal Account within the KWORK Service.

1.4.

Terms of use of the Software in KWORK Service as well as other requirements and rules regarding use are contained in the Related Documents as they are defined herein, including but not limited to, Software’s Terms of Use. All provisions of such Related Documents apply to this Offer Agreement as if they were contained directly herein, and are included herein by reference.

 2.

RIGHTS AND OBLIGATIONS OF THE PARTIES

2.1.

The User has the right to:

2.1.1.

cancel the License use and use of the KWORK Service;

2.1.2.

withdraw User’s Remuneration on the terms and conditions of this Offer Agreement;

2.1.3.

use the functionality of the Software as KWORK Service in accordance with its designated purpose.

2.2.

The User must:

2.2.1.

register the Personal Account as the User in the KWORK Service for License receipt;

2.2.2.

take due care in protecting User’s username and password, necessary for the Software KWORK Service use, against misuse by third parties and promptly notify the Operator about any misuse via Feedback;

2.2.3.

in a timely manner replenish the balance in the Personal Account with amounts sufficient for paying the License Fee.

2.3.

The Operator has the right to:

2.3.1.

refuse to provide the License in case of its non-compliance with the requirements established by the Related Documents;

2.3.2.

refuse to provide the License and block User’s Personal Account without paying the balance if the User is found to be in breach of any provision of this Offer Agreement or Related Documents.

2.4.

The Operator undertakes to:

2.4.1.

in cases where applicable, timely pay to the User the User’s Remuneration in the manner and on the terms set forth by this Offer Agreement.

2.5.

The Operator guarantees that it possesses all rights necessary for granting the Software License to the User under this Offer Agreement.

 3.

SERVICE FEES, SETTLEMENTS, ACCOUNTING

3.1.

For granting the Software License hereunder the User pays the Operator the License Fee. The License Fee must be paid by the User in advance in the amount of 100% (One hundred percent) of the License Fee for use of KWORK Service that the User plans to pay in the relevant Accounting Period, and is considered fully paid upon receipt of the relevant amount of the advance payment by the Operator to the Operator’s account.

3.2.

All payments of License Fee hereunder must be made by the User in currencies available for selection in the Personal Account using the payment method selected by the User in the Personal Account.

3.3.

The Operator reserves the right to unilaterally change the License Fee based on specific services and functions chosen by the Software User.

3.4.

Cashless payment of amounts of License Fee is available only to Users that are individual entrepreneurs and legal entities having a bank account in rubles of the Russian Federation. If the User initially registered the Personal Account with the KWORK Service as a natural person but wishes to pay the License Fee via cashless transaction, the User may be required to execute an agreement allowing cashless payment of License Fee.

3.5.

All payments of License Fee made by the User are non-cancelable and all amounts of License Fee are non-refundable, but are accrued towards the future license payments for use of the Software License which may be paid by the User in future.

3.6.

For certain actions performed based on Software License (such as performance by the User of works and/or rendering by the User of services within the scope of various Kworks placed by the User in the KWORK Service and ordered by other Users of the KWORK Service) the User may receive remuneration ("User’s Remuneration"). User’s Remuneration (including remuneration for performance of works and rendering of services within the scope of various Kworks) are accrued to the User’s internal account in the Personal Account in the KWORK Service. The User may choose between several options for receiving User’s Remuneration. All options for receiving User’s Remuneration available to the User are displayed in the Personal Account.

3.7.

By accepting the terms of this Offer Agreement the User agrees that settlements under this Offer Agreement may be performed by the Operator, inter alia, with the assistance of third parties – Operator’s partners. Accordingly, for the purposes of payments settlement between the Operator and the User under this Offer Agreement the User may be required to accept the terms of offer agreements of such Operator’s partners assisting the Operator with settlements with the User, such as payment services providers, partner services, and other similar Operator’s partner companies.

3.8.

The Operator is not responsible for any amounts that may be withheld by banks, payment systems, payment services providers and other third parties both upon receipt by the User of User’s Remuneration under this Offer Agreement, as well as upon making advance payments of License Fee for Software License. The User independently carries the risks relating to the option for receiving User’s Remuneration selected by the User and payment of the License Fee, such as commissions of payment systems, bank commissions and other payments and commissions withheld by banks, payment systems and other payment services providers of any kind.

3.9.

The User agrees that the User must independently pay all taxes and collections applicable to User’s Remuneration or other monies received by the User by means of the Software use, and that the Operator is not the User’s tax agent under this Offer Agreement or otherwise.

3.10.

In case if the User performs its activities on the territory of the Russian Federation, the License transfer under this Offer Agreement shall be deemed to be performed on the territory of the Russian Federation, and terms of Tax Code of the Russian Federation shall be applicable, and License Fee paid by the User under this Offer Agreement shall not be taxable in accordance with subclause 26, clause 2, article 149 of the Tax Code of the Russian Federation.

 4.

TERM AND TERMINATION

4.1.

This Offer Agreement is effective immediately upon acceptance of its terms by the User, and continues in full force and effect until termination of User’s use of the KWORK Service.

4.2.

The User may terminate User’s access and use of the KWORK Service and use of License if the User no longer wishes to use the Service and the License at any moment.

4.3.

The Operator has the right to unilaterally and extrajudicially terminate this Offer Agreement at any moment, at the Operator’s sole discretion, inter alia, in case of breach by the User of any provision of this Offer Agreement or any provision of any of the Related Documents.

 5.

RELATED DOCUMENTS

5.1.

Concurrently with accepting the License, the terms of this Offer Agreement and registration of the Personal Account in the KWORK Service the User accepts the terms of all documents related to this Offer Agreement, the KWORK Service and the services which regulate other matters pertaining to license use of the KWORK Service and included in this Offer Agreement by reference (collectively, the "Related Documents"):

5.1.1.

KWORK Service Terms of Use, available here https://kwork.com /tos;

5.1.2.

KWORK Service Privacy Policy, available here https://kwork.com/privacy;

5.1.3.

KWORK Service Dispute Resolution Policy, available here https://kwork.com/resolution;

5.1.4.

Terms of KWORK Service, available here https://kwork.com/terms_of_service

5.2.

By accepting the terms of this Offer Agreement and registering the Personal Account in the KWORK Service the User confirms that the User accepts all terms of all Related Documents and agrees to be legally bound by the terms of, inter alia, Related Documents.

5.3.

The User expressly agrees that all terms of Related Documents are included into this Offer Agreement by reference and are legally effective and apply to the Parties’ relationship hereunder as if they were expressly included into this Offer Agreement. This Offer Agreement, including all documents comprising this Offer Agreement or referenced herein, such as Related Documents, constitute the entire agreement between the User and the Operator, and supersede any prior agreement between the User and the Operator. The Related Documents may establish other liability for violation of both their terms and the terms of this Offer Agreement. The User undertakes to conform to the terms of such Related Documents for the full term of effect of this Offer Agreement.

 6.

GENERAL

6.1.

This Offer Agreement is regulated and interpreted in accordance with laws of Hong Kong. For Users carrying out their activities on the territory of the Russian Federation, the applicable law of This Offer Agreement is determined by this paragraph in accordance with the provisions of the article 1210 of the Civil Code of the Russian Federation "Choice of law by the parties of an agreement."

6.2.

The User and the Operator agree to submit to the exclusive jurisdiction of the competent courts of Hong Kong to resolve any legal matters arising from this Offer Agreement. This provision shall remain in full force and effect notwithstanding any termination of User’s license use of the Software for any reason.

6.3.

To the fullest extent permitted under applicable law, the Operator reserves the right to modify, update, supplement, revise or otherwise change this Offer Agreement in order for it to comply with applicable new legislation and/or regulations and/or to improve the KWORK Service, and to impose new or additional rules, policies, terms or conditions in relation to the KWORK Service, from time to time with or without notice to the User. The Operator may notify the User of the amendments to this Offer Agreement by sending an email message to the email address listed in User’s Personal Account information or by posting the notice in the KWORK Service. All amendments to this Offer Agreement will be effective immediately and incorporated into the Offer Agreement upon sending or posting of such notice. The User is solely responsible for regularly reviewing this Offer Agreement. User’s use of the KWORK Service or any part thereof after any changes to this Offer Agreement are posted in the KWORK Service or otherwise made available for review will be considered acceptance of those changes and will constitute User’s agreement to be bound thereby. If the User objects to any such changes, User’s sole recourse will be to terminate User’s Personal Account and stop using the KWORK Service.

6.4.

If any part of this Offer Agreement is determined by a court of competent jurisdiction to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Offer Agreement and shall not affect the validity and enforceability of any remaining provisions.

6.5.

The provisions of this Offer Agreement that are intended to or by their nature should survive termination of User’s use of the KWORK Service shall remain valid after any such termination.

6.6.

The User agrees that the User is not considered, and shall not represent itself as, an agent, employee or joint venturer of the Operator.

6.7.

The User may not assign this License Offer Agreement in whole or in part, and any attempted assignment in violation of this provision shall be null and void. The Operator may assign this Offer Agreement or any of its rights and obligations under this Offer Agreement without User’s consent at any time.

6.8.

No waiver of any default, condition or breach of this Offer Agreement shall constitute a waiver of any other default, condition or breach of this Offer Agreement, whether of a similar nature or otherwise.

6.9.

In no event shall the Operator be liable for any failure of performance resulting from causes beyond the reasonable control of the Operator, including without limitation: acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.

6.10.

This Offer Agreement constitutes the entire agreement between the User and the Operator relating to the subject matter hereof. Notwithstanding the foregoing, any additional terms and conditions expressly contained on or made available via the KWORK Service at any moment will govern the items, functionality, services or other items to which they pertain.

6.11.

User agrees that the Operator may, under the Licensing Agreement between Mirafox Limited and Kwork Technologies OÜ, assign its rights and obligations under this Agreement to the following company: New Operator Kwork Technologies OÜ, a company registered under No.14531126, with its address at: Harju maakond, Таllinn, Kesklinna linnaosa, Nаrvа mnt 7,634, Estonia

 7.

CONTACTS

7.1.

If the User has any comments or questions concerning the User’s license use of the Software including access to the KWORK Service or its use, the User may contact the Operator using the following contact details: info@kwork.com. All Operator’s expenses for informational and technical support of the User at license use of the Software are included into amount of the License Fee.

 8.

Bank details

 •

MIRAFOX LIMITED
Currency: EUR
Account number: 1961823203
IBAN: CZ80 0800 0000 0019 6182 3203
BIC (SWIFT): GIBACZPX

 •

MIRAFOX LIMITED
Currency: USD
Account number: 1961824273
IBAN: CZ96 0800 0000 0019 6182 4273
BIC (SWIFT): GIBACZPX

 •

KWORK TECHNOLOGIES OÜ
Registry code: 14531126
IBAN: GB89 EPMT 0099 7226 8060 77
BIC (SWIFT): EPMTGB2L