User Offer Agreement
This User Offer Agreement (hereinafter the "Offer Agreement" or "Agreement") is entered into by and between MIRAFOX LIMITED, a company registered and operating under the laws of the Hong Kong, Registration No. 2386193, VAT 66254201, legal address at: Unit F, 11/F, CNT Tower, 338 Hennessy Road, Wan Chai, Hong Kong (the "Licensor"), represented by its Director Elna Paulette Belle, 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 means of activation of the "I have read and agree with the terms of the Offer Agreement" checkbox (hereinafter the "User"). Acceptance of this Offer Agreement by means of activation of the "I have read and agree with the terms of the Agreement" checkbox below 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 definitions given below shall have the following meanings:
"TELEGA.IO Service" means the Operator’s proprietary online software suite and service inclusive of the website, designated for provision of Services to the User, available on the Internet via URL https://telega.io/, that is used by the Operator to provide the Services to the User hereunder.
"Services" mean, collectively, paid services which the Operator provides and makes available to the User through or with the use of the TELEGA.IO Service. The Services include, inter alia, enabling the User to use specific functionality of the TELEGA.IO Services under the SaaS ("Software-as-a-Service") model. and the Services include any and all additional or optional services offered and/or made available by the Operator via the TELEGA.IO Service in connection with any of the Services. Full details of all Services available to the User are available in the User’s Personal Account in the TELEGA.IO Service.
"User" means a natural person, that registered with the TELEGA.IO Service as the User and accepted this Offer Agreement and the terms of the Related Documents, inter alia, TELEGA.IO Terms of Service.
"Personal Account" means the personalized section of the TELEGA.IO Service closed for public access. Personal Account is accessed by entering authentication details on the TELEGA.IO Service login page: login (username) and password (access code).
"Service Fees" mean the service fees payable by the User to the Operator for the Services.
"Accounting Period" means 1 (One) calendar month.
All other capitalized terms used in this Offer Agreement shall have meanings attributed to them in the Terms of Service.
1.1. By accepting the terms of this Offer Agreement and creating User’s Personal Account within the TELEGA.IO Service the User agrees to pay the Service Fees for the Services, and the Operator enables the User to access and use the TELEGA.IO Service (including for receiving the Services) on the terms of this Offer Agreement and Related Documents for the Service Fees.
1.2. The TELEGA.IO Service and the Services are provided to the User under the "SaaS" ("Software-as-a-Service") model. No intellectual property rights with respect to the TELEGA.IO Service are granted to the User under a license or otherwise.
1.3. Full list of Services available for selection by the User is indicated in the User’s Personal Account in the TELEGA.IO Service.
1.4. Use of the TELEGA.IO Service and certain requirements and rules regarding the Services are contained in the Related Documents as they are defined herein, including but not limited to, Terms of Service. All provisions of such Related Documents apply to this Offer Agreement as if they were contained directly herein, and are included herein by reference.
2.1. The User has the right to:
- 2.1.1. cancel the Services and use of the TELEGA.IO Service;
- 2.1.2. use the functionality of the TELEGA.IO Service in accordance with its designated purpose.
2.2. The User must:
- 2.2.1. register the Personal Account as the User in the TELEGA.IO Service;
- 2.2.2. take due care in protecting User’s username and password used for accessing and using the TELEGA.IO Service 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 Service Fees.
2.3. The Operator has the right to:
- 2.3.1. refuse to provide the Services in case of their non-compliance with the requirements established by the Related Documents;
- 2.3.2. refuse to provide the Services 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. Provide services for providing access to the TELEGA.IO Service, ensure the normal functioning of the Service within the established rules of the Service presented on the page https://telega.io/rules, subject to the User's payment for the Service Fees, provide technical assistance when using the TELEGA.IO Service.
3.1. For the Services hereunder the User pays the Operator the Service Fees. The Service Fees for the Services must be paid by the User in advance in the amount of 100% (One hundred percent) of the Service Fees for the Services that the User plans to receive in the relevant Accounting Period and are considered fully paid upon receipt of the relevant amounts of the advance payment for the Services by the Operator to the Operator’s account.
3.2. All payments of Service Fees for the Services 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 Service Fees for particular Services.
3.4. Cashless payment of amounts of Service Fees is available only to Users that are individual entrepreneurs and legal entities. If the User initially registered the Personal Account with the TELEGA.IO Service as a natural person but wishes to pay the Service Fees via cashless transaction, the User may be required to execute an agreement allowing cashless payment of Service Fees.
3.5. All payments of Service Fees made by the User for the Services are non-cancelable and all amounts of Service Fees paid for the Services are non-refundable, but are accrued toward the Services that may be provided by the Operator to the User in future.
3.6. 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.
3.7. The Operator is not responsible for any amounts that may be withheld by banks, payment systems, payment services providers and other third parties under this Offer Agreement, in case of advance payments of Service Fees for the Services. The User independently carries the risks relating to the option for payment of the Service Fees for the Services, such as commissions (Service Fees) of payment systems, bank commissions and other payments and commissions withheld by banks, payment systems and other payment services providers of any kind.
3.8. The User agrees that the User must independently pay all taxes and collections applicable to User’s Service Fees, and that the Operator is not the User’s tax agent under this Offer Agreement or otherwise.
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 TELEGA.IO Service.
4.2. The User may terminate User’s access and use of the TELEGA.IO Service and receiving the Services if the User no longer wishes to use the Service and receive the Services 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.
5.1. Concurrently with accepting the terms of this Offer Agreement and registration of the Personal Account in the TELEGA.IO Service the User accepts the terms of all documents related to this Offer Agreement, the TELEGA.IO Service and the Services which regulate other matters pertaining to use of the TELEGA.IO Service and provision of Services and included in this Offer Agreement by reference (collectively, the "Related Documents"):
5.1.1. TELEGA.IO Service Terms of Service, available here: https://telega.io/rules
5.1.2. Frequently Asked Questions TELEGA.IO, available here: https://telega.io/faq
5.2. By accepting the terms of this Offer Agreement and registering the Personal Account in the TELEGA.IO 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. 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.
6.1. 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.
6.2. This Offer Agreement shall be governed by and construed in accordance with the laws of Cyprus.
6.3. The User and the Operator agree to submit to the exclusive jurisdiction of the competent courts of Cyprus 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 use of the TELEGA.IO Service.
6.4. 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 TELEGA.IO Service, and to impose new or additional rules, policies, terms or conditions in relation to the TELEGA.IO 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 TELEGA.IO 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 TELEGA.IO Service or any part thereof after any changes to this Offer Agreement are posted in the TELEGA.IO 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 TELEGA.IO Service.
6.5. 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.
6.6. The provisions of this Offer Agreement that are intended to or by their nature should survive termination of User’s use of the TELEGA.IO Service shall remain valid after any such termination.
6.7. The User agrees that the User is not considered, and shall not represent itself as, an agent, employee or joint venturer of the Operator.
6.8. The User may not assign this 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.
6.9. 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.
6.10. 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.
6.11. 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 TELEGA.IO Service at any moment will govern the items, functionality, services or other items to which they pertain.
7.1. If the User has any comments or questions concerning User’s access and/or use of the TELEGA.IO Service, the User may contact the Operator using the following contact details: email@example.com
Statrys – Mirafox Limited
Bank Name: DBS Bank (Hong Kong) Limited
Bank Address: 11th Floor, The Center, 99 Queen’s Road Central, Central, Hong Kong
Account number: 798110134
Swift Code: DHBKHKHH