Service and use agreement for FermrnterTool service.

The service FermrnterTool.ru, placed on the Internet by  Alfa-Complex, Ltd., hereinafter referred to as the "Contractor", represented by the General Director of  Alfa-complex,Ltd., Tatyana Nikolaevna Kushnirenko, of the one part, and the legal entity on the territory of the Russian Federation and Company - ___________________________ acting on the basis of the Charter, hereinafter referred to as the "Customer", of the other part jointly referred to as the "Parties", have concluded this Agreement on the following:

1. TERMS AND CONDITIONS

1.1. Offer - a public offer of the Contractor addressed to any person, to conclude an agreement with him on rendering services and using the Service (hereinafter – the Contract) on the existing terms and conditions contained in the Contract.

1.2. Acceptance - full and unconditional acceptance by the Customer of the terms of the Agreement.

1.3. Web Service - a Web site located on the Internet at www.fermentertool.com, as well as any sites in the domain zone *.fermentertool.com (where * is any name).

1. Customer - an individual or a legal entity that has accepted the terms of this Agreement and / or the Web Service.
2. Service - the admission of additional functionality of the Web Service, in accordance with the Pricelist and the terms of this Agreement for a certain period of time. The Service in this Agreement is one calculation - either the calculation of the data only for the S-curve of biomass growth, or the calculation for biomass and products (up to 10 names for one biomass dynamics), and substrates (up to 10 names for one biomass dynamics) in the Customer's fermentations including possible recommendations for improving these processes.
3. Authentication data - unique identifier (login) and password of the Customer, used to access the Web Service. The login shall be the e-mail address specified by the Customer when registering with the Web Service.
4. Authorization - the process of analyzing Authentication data entered by the Customer on the Contractor's server, which determines the Customer's right to receive the Service.
5. User credentials - the Customer's e-mail address, password, surname and name.

2. SUBJECT OF THE AGREEMENT

2.1. The Contractor shall provide the Customer with non-exclusive rights to use the Web Service, as well as additional services related to the Web Service in the framework of this Agreement.

2.1.1. The use of the Web Service implies the ability to input biomass and/or biosynthetic data of the Customer's fermentations, at any time of the Agreement, for processing by software with the purpose of evaluating these fermentations according to the optimality criteria and obtaining recommendations for improving the processes.

2.1.2. Additional services are understood as the use of this Web Service by the Customer in order to obtain additional extended recommendations for improving the process of biosynthesis in the Customer's fermentations.

2.2. The software solves the following tasks:

2.2.1 Mathematical modeling of the data of the fermentation process in the form of S-shaped  growth curves of the population of microorganisms – mathematical models are given out as a result of the operation of any software functions;

2.2.2 Evaluation of the degree of completeness of cell growth and product biosynthesis when analyzing:

2.2.2.1. the possible achievement of complete cell proliferation in a population and the forecasting of optimal processes for biomass growth defined as the "Calculation of Biomass" function in the software interface;

2.2.2.2 the possible non-optimal synthesis of cell products in the case of an imbalance in the nutrient medium defined as the "Calculation of  Biomass and Product" function in the software interface;

2.2.3. Graphical and tabular presentation of the results of the programs work on points 1 and 2 with possible written recommendations for the improvement of fermentation.

2.3. The Customer has the right to use the Web Service throughout the territory of the Russian Federation and beyond.

2.4.Exclusive rights to the Web Service belong to the Contractor.

3. GENERAL PROVISIONS

3.1. The present Conditions in accordance with Art. 435, 437 of the Civil Code of the Russian Federation are a public offer (proposal) of the Contractor to physical and legal entities containing essential terms of the Agreement for the provision of Services and the use of the Web Service.

1. Full and unconditional acceptance of this offer are any actions to fulfill the conditions specified in this offer, including payment for the Services, registration as a Customer on the Web Service's website, as well as other actions confirming one's intent to use the Web Service and/or Services.
2. From the moment of fulfillment of the acceptance the Customer is considered acquainted and agreed upon with this offer and in accordance with the Civil Code of the Russian Federation is considered to have entered into a contractual relationship with the Contractor in accordance with these Terms.

3.4 The Contractor's obligations are limited to the terms of this offer, in particular, it is not the Contractor's duty to provide services to the Customer such as access to the Internet. Access to the Internet is provided by the Customer at its own expense. Also, the Contractor does not provide the possibility of receiving and transmitting electronic messages by the Customer at the Contractor's office; configuration and / or diagnostics of computer equipment and software, as well as training the Customer and / or the Customer's employees to work with software and hardware.

3.5. The services are provided on the terms specified in this document, which is freely available on the Internet at http://www.fermentertool.com/ .

3.6.The Contractor has the right to amend or supplement these Terms at any time with or without notice to the Customer. The current version is always on the Website   http://www.fermentertool.com/ .   

4. COST OF SERVICES, PAYMENT PROCEDURE AND AMOUNT OF AGREEMENT.

4.1. The cost of the Services is determined in accordance with the current Price list:

1 calculation costs US$ 40 ( US dollars).

4.2. The amount of the Agreement is __________US dollars, which corresponds to the provision of services for analysis and calculation of_________fermentations.

4.3. The Contractor has the right at any time to unilaterally change the contents of the Pricelist.

4.4. Services are paid by the Customer on a prepayment basis, while the method for making advance payments for the Services is determined by the Customer independently from the number of options offered on the Web Service's Website.

4.5.The date of provision of Services by the Contractor is the date of connection (extension) for a certain period of additional functionality of the Web Service.

5. STATEMENT OF WORK

5.1. The Contractor shall provide the Customer for the term of the Agreement non-exclusive, non-subject to transfer or alienation in any form, having a limited period of validity right of access to the Web Service solely for the Customer's business operations, provided that such do not include the delivery of the Web Service for rent.

5.2. The Customer's access to the Web Service is carried out on the Internet by means of entering the Customer's Authentication data on the Web Service's website.

5.3. Additional  Services are rendered after depositing funds to the account of the Contractor.

5.4. At the end of the period during which additional functionality of the Web Service was connected, the Contractor disables the additional functionality of the Web Service.

5.5.The reference period for the provision of the Services is established in the Pricelist.

5.6.Delivery and acceptance of services is carried out in the following order:

5.6.1 Within five working days from the moment of providing the Services (connection for a certain period of additional functionality of the Web Service, in accordance with the Pricelist and conditions of this offer), the Contractor forms a unilateral Act on the services rendered in accordance with the cost of the services rendered.

5.6.2 Services are deemed to be rendered by the Contractor in an appropriate manner and accepted by the Customer in the amount specified in the Act if, within five working days from the moment of issuing the Act, the Contractor did not receive any motivated written objections from the Customer. After the expiry of the period indicated above (five working days), the Customer's claims regarding the Service's shortcomings, including by quantity (amount), cost and quality are not accepted.

5.7. Expenses, including bank charges, on the transfer of Customer's funds under this Agreement shall be borne by the Customer.

6. TERMS OF USE OF THE SERVICE

6.1. Registration in the Web Service is performed by the Customer independently by specifying its User credentials. The elements identifying the Customer in the Web Service are the e-mail address  and the password specified during registration (User credentials).

6.2. The e-mail address and password used by the Customer to access the Web Service are not restored by the Contractor. The password is to be recovered by the Customer independently.

6.3. The Customer bears full responsibility for actions and / or inaction leading to the disclosure, loss, theft, etc. of its User credentials and other information that individualizes the Customer, as well as for any actions and / or inaction of third parties using the Customer's User credentials. The Contractor is not responsible for the above actions of the Customer and / or third parties using the User credentials.

6.4. When using the Web Service, any actions aimed at obtaining unauthorized access to the resources of the Contractor's server, personal accounting and other data of other customers are prohibited.

6.5. When using the Web Service, the Customer is prohibited from sending mass e-mails of commercial, advertising or other nature, which is not agreed upon  (not requested) by the recipient of the information via e-mail or tele-conferences via the technical resources of the Contractor ("spam"). It is not considered as "spam" the distribution of information with the consent of the recipient, with the possibility of unsubscribing. E-mails are regarded as messages sent through the means of electronic mail addresses.  

6.6.It is prohibited to send "spam" through resources that do not belong to the Contractor, if the message specifies the coordinates (website address, e-mail address, etc.) supported by the Contractor.

6.7.The use of the Web Service must be carried out by the Customer only for lawful purposes and by lawful ways taking into account the legislation of the Russian Federation and international regulations.

6.7.1 For the content of information nodes created and maintained by the Customer, the Customer himself is directly responsible. The Contractor does not exercise preliminary control over the content of the information posted and / or disseminated by the Customer, however, when the placement and dissemination of such information is contrary to the law, the Contractor has the right to block or remove the relevant resources without warning (in case of serious violations).

6.7.2 It is prohibited to place and distribute photo and video materials of pornographic, vulgar, violent nature, as well as any materials with violation of copyright or legislation, in particular, calls for violence, overthrow of existing authorities, discrimination on gender, race, religion, nationality etc.

6.7.3 It is prohibited to post and distribute any information that can be used to hack computer systems or contains computer viruses or other components that are equivalent to them.

6.7.4 The Customer undertakes not to cause damage to the shell program, hardware and software, node machines of the Contractor and third parties.

1. The Customer undertakes to observe copyrights to the software and documentation provided by the Contractor and / or third parties.

7. RIGHTS AND OBLIGATIONS OF THE CONTRACTOR

7.1. The Contractor undertakes:

7.1.1 To ensure the operation of the Web Service in accordance with these Terms and Conditions around the clock 7 days a week, including weekends and holidays (the service must be available at least 90% of the time per month), except for cases stipulated in this Agreement.

7.1.2 To make efforts to ensure the safety of the Customer's data.

7.1.3 To keep records of Customer payments for the Services..

7.1.4  To observe the confidentiality of the Customer's User credentials and information. The Contractor has access to the Customer's information for technical maintenance of the Web Service's operation, and is also entitled to access such information in cases of receiving claims from third parties concerning illegal and / or harmful, as well as other actions of the Customer, which harm the Contractor and / or the third persons. The Contractor has the right to inform the above-mentioned data only to the competent state authorities in cases stipulated by the current legislation of the Russian Federation. Backup of the Customer's data in order to prevent loss of information is not a violation of the confidentiality of the Customer's information.

7.2. The Contractor has the right:

7.2.1 To suspend the operation of the Web Service for necessary planned preventive and repair work on the technical resources of the Contractor, as well as unscheduled work in emergency situations.

7.2.2 Terminate the operation of the Web Service if this is caused, in particular, by the impossibility of using information transport channels that are not the Contractor's own resources, or by the action and / or inaction of third parties, if this directly affects the Web Service , including in case of an emergency. The Contractor does not bear any responsibility to the Customer and does not reimburse the Customer any losses and / or lost profits, incl. incurred by the Customer and /or third parties due to disclosure, loss by the Customer or theft of the Customer's User credentials, as well as arising or may be arising losses and/or lost profits due to delays, interruptions in the work and the inability to fully utilize the resources and services of the Contractor for any of the above reasons.

7.2.3 To make changes and additions to this Agreement and Pricelist by publishing these changes and additions on the Web Service's website.

7.2.4 The Contractor has the right to update the content, functionality and user interface of the Web Service at any time in its sole discretion.

7.2.5 After 1 (one) calendar month from the date of cancellation or termination of the Agreement, the Contractor has the right to remove all Сustomer data from the Web Service without recovery and is released from any obligations related to Customer's Data.

7.2.6 The Contractor has the right to refer to the Customer as a User of the Web Service and / or Services in any form and on any medium (including on the Web Service's website and any other sites and / or in the Contractor's promotional materials).

8. RESPONSIBILITY OF THE PARTIES

8.1.On all matters not regulated by this Offer, as well as in resolving disputes arising in the course of its execution, the Parties shall be guided by the current legislation of the Russian Federation.

8.2. The Customer is liable for any of his actions and / or inaction, whether intentional or unintentional, as well as for any actions and / or inaction of persons using his User credentials which are related to the posting and / or dissemination of information on the Internet, using the resources of the Contractor to access resources of third parties that entailed and / or may result in violation of any legislation of the Russian Federation, the European Union or the USA, as well as for any damage caused by the above actions and / or inaction to the Contractor, third parties and moral foundations of society. The Contractor shall not be liable for such actions and / or inaction of the Customer or persons using his User credentials, as well as the consequences of such actions and / or inaction.

8.3. The Customer is responsible for any unlawful actions and / or inaction of the Customer and / or persons using his User credentials, which caused any damage to the Contractor, including loss of business reputation, and compensates the Contractor for such losses.

8.4. The Contractor shall be liable to the Customer only within the limits of paid, but not rendered, Services. The Contractor shall not be liable to the Customer and shall not return monetary funds paid under the present agreement to the Customer if the Services were not rendered due to the Customer's fault, in particular, due to violation of these Terms.

8.5. In the event that the proper performance by the parties of these Conditions is impossible due to objective reasons that the Parties could neither foresee nor prevent (natural disasters, changes in the current legislation of the Russian Federation, the actions of state authorities and government, military actions of all kinds, etc.) neither party has the right to demand compensation from the other party for damages caused by improper performance or non-performance of this contract (including lost profits).

9. TERMINATION OF AGREEMENT

9.1.The Agreement may be terminated:

9.2. By the Customer at any time with prior notice to the Contractor at least 10 (ten) working days before the termination;

9.3. By the Contractor at any time with prior notice to the Customer at least 10 (ten) working days before the termination;

9.4. By the Contractor at any time without notifying the Customer, in case of violation  of the terms of the Contract by the Customer;

9.5. By mutual agreement of the Parties, at any time;

9.6. At the initiative of both Parties in case of violation by the other Party of the terms of the Agreement with prior written notice of the other Party at least 10 (ten) working days before the termination of the Agreement.

10. OTHER CONDITIONS

10.1. The Contractor has the right, if necessary, to attract third parties having the appropriate licenses to provide the Services and to provide the work of the Web Service.

10.2. The title and numbering of the articles of this offer are provided for convenience of reading and do not matter in the interpretation of these Terms.

10.3. In the event that any paragraph of these Terms is not legally enforceable, it is interpreted in accordance with the current legislation of the Russian Federation, taking into account the initial interests of the Parties, with the remainder of the Terms remaining in full effect.

10.4. In the event that the Customer's action was the basis for presenting claims to the Contractor, claims of third parties and / or instructions for the payment of penalties by state authorities in connection with the violation of the rights of third parties and / or legislation, the Customer undertakes to promptly, at the request of the Contractor, provide the requested information regarding the placement and content of materials used in the Web Service, to assist the Contractor in the settlement of such claims and lawsuits, and to compensate all damages caused to the Contractor as a result of presenting such claims, lawsuits, orders.

10.5. All disputes that have arisen are resolved in the arbitration court at the location of the Contractor.

Contractor:  “Alfa-Complex” Ltd

INN (taxpayer identification code) 5037004515 KPP(tax registration reason code) 503701001

Address: 142281 Moscow Region, Protvino, Lenina st. 27-117

OGRN code 1075043001208

AC 40702810811000007920   VTB 24 Bank (ZAO)

Cor. AC 30101810100000000716

in OPERU OF MOSCOW STATE BANK OF RUSSIA

BIC 044525716 INN 7710353606

101000, Moscow, Myasnitskaya st 15

General Director

Customer:  

Director