1. DEFINITIONS

a.“Enterprise Partner” shall mean a legal entity who (a) is approved by RamaVision, and (b) have accepted this Agreement, and (c) have expressed the intention to cooperate with RamaVision in one specific or in several selected ways:

i.by attracting new end-users of the Software (Qualified Clients),

ii.by publishing its own Content(s),

iii.by attracting Enterprise Partner’s existing users to the Software by embedding the Software to its own program platform, service or application in whole or in part in any form (integration via application program interface, publishing as a white-label or co-branded solution etc.).

b.“Content” shall mean all the content including but not limited to trading bot algorithms, signals, strategies or materials in a form of computer software, mobile application, program algorithm, manual and more, hosted on or integrated with the Software by Enterprise Partner under the terms of this Agreement.

c.“Intellectual Property Rights” shall mean all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

d.“Qualified Clients” shall mean persons who were referred by Enterprise Partner, had registered at the Software for the first time and had purchased paid subscription for the Software.

e.“Partner’s Resources” shall mean one or more web services (including software, mobile application, websites etc.) owned or controlled by the Enterprise Partner. The Enterprise Partner represents and guarantees RamaVision that it has sufficient right, ownership, interest, authority or permission, if applicable, to use Partners Resources in order to attract users who should become Qualified Users, including publishing the link to the Software with an authorized referral code received from RamaVision.

f.“RamaVision Revenue”, for purposes of this Agreement, shall be calculated in accordance with the following formula:

RamaVision Revenue (Operating Profit) = Software Net Sales – Commercial Expenses.

“Software Net Sales” means the worldwide revenues of RamaVision and its affiliates regarding to the Software, generated by Qualified Users and received by RamaVision.

“Commercial Expenses” shall include the following, but not limited to:

i.commission fees (deductions) paid to intermediary organizations;

ii.chargebacks / refunds / reversals of any nature, potentially unsecured and fraudulent transactions;

iii.advertising costs, and rewards to RamaVision Clients within promotions and incentive campaigns;

iv.licensing and other fees for paid tools and services integrated to the Software;

v.other expenses reasonably incurred by RamaVision within execution of this Agreement.

g.“Content’s Revenue”, for purposes of this Agreement, shall mean the amount of all payment transactions for the Content directly owned by you and currently published at the Software in full accordance with terms of this Agreement. All such payment transactions shall be completed by Clients and shall be received by RamaVision, and shall be withheld with the following, but not limited to:

i.commission fees (deductions) paid to intermediary organizations;

ii.chargebacks / refunds / reversals of any nature, potentially unsecured and fraudulent transactions;

iii.advertising costs, and rewards to RamaVision Clients within promotions and incentive campaigns related to the Content;

iv.technical support expenses incured by RamaVision when supporting Clients of the Software in relation to the Content;

v.other expenses reasonably incurred by RamaVision within execution of this Agreement.

2. SUBMISSION AND DISTRIBUTION OF CONTENT

a.Enterprise Partner unconditionally appoints RamaVision as Enterprise Partner’s non-exclusive agent authorized and entitled to: (a) publish, publicly display, publicly perform, and duplicate the Content for the purpose of marketing or demonstrating; (b) sell the Content at RamaVision’ sole discretion and expense; (c) distribute the Content via the Software (d) accept payments for the Content on the Enterprise Partner’s behalf.

b.RamaVision, in its sole discretion and at any time, may refuse to distribute or indefinitely suspend (in whole or in part) the distribution of any piece of Content for any reason.

c.To distribute Content through the Software, you must register by creating an account on the Software including email address and by providing RamaVision your business name, tax ID, address, support email addresses, and such other reasonable information as may be additionally requested.

d.You are responsible for all Content that was uploaded to the Software using your account credentials. You agree that RamaVision is authorized to review and accept uploaded Сontent through your account, as conclusive evidence that you desire to upload such Content pursuant and subject to the terms and conditions of this Agreement.

e.Enterprise Partner must provide its Content for RamaVision Clients exclusively through the Software in accordance with RamaVision requirements and manuals and in a form suitable for electronic reproduction and distribution via the Software.

f.RamaVision reserves the right at any time without liability or prior notice to discontinue distribution of any of Content through some or all channels of distribution.

g.Enterprise Partner is responsible for any customer service support of Content including but not limited to, providing qualified personnel to receive customer inquiries, ensuring the less possible first response and issue resolution time.

h.Enterprise Partner grants RamaVision a non-exclusive, worldwide, royalty-free right and license to use, in connection with the Content, its trademarks, trade names, service marks, logos or other identifying or distinctive marks.

i.Privacy. Enterprise Partner shall be solely responsible for protecting the privacy and legal rights of end-users of the Content who also are RamaVision Clients.

j.Before submitting Content via the Software, Enterprise Partner shall test the Content to ensure it is, to a reasonable extent, free of defects and safety in matters of information security. Enterprise Partner shall be solely responsible for ensuring that its Content is safe, free of defects in design and operation, that it complies with applicable international laws, and that it does not infringe any third party’s intellectual property rights. In case of defect occurs Enterprise Partner shall provide bug fixes or software patches as may be reasonably required to ensure proper operation of the Content as soon as possible.

k.Enterprise Partner represents warrants and agrees that the Content has complied with applicable laws and regulations, including the laws of the territories from which any personal data is obtained. Enterprise Partner shall collect an applicable consents and approvals required for the processing and storage of personal data of each Qualified Client in a compliant way.

3. SOFTWARE DISTRIBUTION

a.RamaVision grants Enterprise Partners a non-exclusive, worldwide, royalty-free right and license to accommodate the Software or any its part on Partners Resources in recommended and approved ways.

b.Enterprise Partner agrees and shall not to: (a) access or use the Software (or any portion thereof) in any way not expressly permitted under the terms of this Agreement; (b) sell, rent, lease, sublicense, assign or otherwise transfer Enterprise Partner’s rights, in whole or in part, to access and use the Software (or any portion thereof) to any third party; (c) modify, adapt, translate or create derivative works based on the Software; (d) remove or amend any copyright, trademark, or other intellectual proprietary rights related to or appearing in the Software, and reproduce the aforementioned; (e) use by itself, or allow any third party to use, any separate part or portion of the Software in an unauthorized way; (f) use or access the Software in a compliant way in accordance with RamaVision Client Terms of Use at 

(g) use the Software (or any portion thereof) to create a product or service which is competitive with the Software or other offerings of the Company.

c.All the time during the term of this Agreement, RamaVision is entitled to request an auditing report and perform an inspection of using the Software from Enterprise Partner, upon reasonable prior written notice.

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