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Master Services Agreement (V.MAY2016)

W I T N E S S E T H

Whereas, the Customer wishes to retain the services of Xglobe, and Xglobe wishes to provide the Customer with its services, as specified in the Order Form as shall be executed by and between the parties from time to time; and

Whereas,    the parties wish to set forth in writing their agreements and understanding with respect to provision of services by Xglobe to the Customer.


Now, therefore, in consideration of the promises and mutual agreements and undertakings set forth herein, and with the intention to be bound hereby, the parties hereto agree as follows:

  1. 1.       INTERPRETATION; DEFINITIONS

The preamble of this Agreement constitutes an integral part hereof. The headings of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

In this Agreement, unless the context otherwise requires:

1.1.1.         "Agreement" " means this Master Services Agreement;

1.1.2.         "Xglobe" means Xglobe Online Ltd.;

1.1.3.         "Customer" means Services recipient and any of its shareholders, directors, officeholders and representatives;

1.1.4.         "Commencement Date" means the date Order Form was signed by Customer;

1.1.5.         "Controller" means the Person who is responsible and liable for the nature, content and substance of the Data;

1.1.6.         "Complete Halt" means the suspension of all Services provided to Customer and may extend to termination of the Agreement and Services at the sole discretion of Xglobe;

1.1.7.         "Content" means all contents and Data of the Customer and its customers, clients and/or otherwise, as shall be changed, replaced, updated, removed, maintained and/or otherwise from time to time;

1.1.8.         "Data" means any and all personal information and Content of the Customer and its End User customers, clients and/or otherwise, as shall be changed, replaced, updated, removed, maintained and/or otherwise from time to time by Customer and its End User customers;

1.1.9.         "End Users" means any Person who uses a product of the Customer and such product is dependent on the Services provided by Xglobe to Customer, in accordance with the provisions of this Agreement;

1.1.10.     "Fees" means the fees in consideration for the Services according to the Order Form;

1.1.11.     "Lockdown" means the suspension of any support provided to Customer in relation to the Services;

1.1.12.     "Person" means an individual, corporation, partnership, joint venture, trust or unincorporated organization.

1.1.13.     "Processor" means any Person who is responsible only for hosting and transmission of the Data on behalf of Controller.

1.1.14.     "Order Form" means that order form as shall be executed by and between the parties from time to time which shall be governed only by the terms and conditions of this Agreement.

1.1.15.     "Services" means hosting services and other services detailed in the Order Form and selected by the Customer.

1.1.16.     "Terms and Conditions" means this Agreement and any provisions thereof.

  1. 2.       PROVISION AND USE OF THE SERVICES

2.1.     Upon the execution of this Agreement or the acceptance of the Order Form by Customer, Xglobe shall provide the Customer with the Services subject and pursuant to the terms and conditions as provided herein, in consideration for the Fees, as specified in the Order Form.

2.2.     Customer shall ensure that all use of the Services will at all times comply with all applicable laws, rules' regulations, instructions for use and the terms of this Agreement. Customer shall fully cooperate with Xglobe in connection with this section.

2.3.     Customer acknowledges that Xglobe may temporarily interrupt the Services or Customer's access thereto if such suspension is for (i) the reasons of mandate by law, (ii) utility stoppage beyond its control, or (iii) maintenance, inspection and repair necessitated by exigent circumstances, as determined by Xglobe in its reasonable judgement. Xglobe shall endeavour to provide reasonable prior written notice to Customer of any such suspension that is scheduled in advance.

2.4.     Xglobe may update or amend this Agreement and any other policies or agreements which are incorporated herein, in its sole and absolute discretion, from time to time. Such updates or amendments shall be immediately effective and subsequent use of Services by Customer shall constitute acceptance of such revision. Without derogating from the above, Xglobe may occasionally notify the Customer of updates or amendments to this Agreement by email registered in Xglobe's current contact information. Xglobe assumes no liability or responsibility to the Customer for its failure to receive an email notification if such failure stems from providing an inaccurate email address by Customer.  

  1. 3.       THIRD PARTY SERVICES

3.1.     The Services may incorporate third party services in which case the third party services terms will apply.  

3.2.     Xglobe may offer additional third party services to the Customer's choice which may be subject to the terms and conditions of such third party service provider. Customer therefore must confirm the terms and condition and/or end user license agreement of any service purchase and use of the specific third party service provider. For the avoidance of doubt, Xglobe shall not be liable for quality, timeliness, availability of services provided by any third party service provider.

3.3.     In case Xglobe acts as a licensor or reseller of such third party service and/or SAAS used in connection with the Services, Xglobe shall not be responsible for any changes in the performance of the Services caused by it.

3.4.     It is hereby clarified that any kind of liability with respect to the third party services and/or the use thereof shall be in accordance with the third parties' then-current terms and conditions available at /company/policies/eula/.

  1. 4.       PAYMENT; FAILURE TO PAY

4.1.     All prices and Fees in consideration for Services are non-refundable unless otherwise expressly noted, even if the Services are suspended, terminated, or transferred prior to the end of the Services term. From time to time, due to change of prices which are unrelated to Xglobe, such as, change in tax rates, electricity rates, coal rates, services, cross-connections, V.A.T.  percentage and/or otherwise, Xglobe expressly reserves the right to change or modify its prices and Fees at any time, and such changes or modifications shall be posted to Customer contact details and effective immediately without need for further notice to the Customer.

4.2.     All Fess must be paid by Customer according to the payment terms specified in the Order Form ("Date of Payment").

4.3.     Interest payments will be charged by Xglobe on any Fees that were not fully paid by Customer on the Date of Payment, in the amount greater of 2% (two percent) or $25.00 US per month.

4.4.     Notwithstanding anything to the contrary, if Customer fails to pay any Fees for Services in accordance with this Section ‎5 and fails to cure such default within seven (7) days following Date of Payment ("Temporary Unsettled Fees"), Xglobe may, without prejudice to any other remedy, carry out a Lockdown. For the avoidance of any doubt, Xglobe will not provide the relevant support relating to Services until the full and final payment of the Temporary Unsettled Fees.

4.5.     Notwithstanding anything to the contrary, if Customer fails to pay any Fees for Services in accordance with this Section ‎5 and fails to cure such default within thirty (30) days following the Date of Payment ("Unsettled Fees"), Xglobe may, without prejudice to any other remedy, carry out a Complete Halt. For the avoidance of any doubt, Xglobe will not provide the Customer with any Services until the full and final payment of the Unsettled Fees.

4.6.     For the avoidance of any doubt, the Fees constitute the full and final consideration for the Services, except for interest payments detailed above and/or additional services provided by Xglobe to Customer.

4.7.     Should the Services will be suspended as a result of Lockdown or Complete Halt, Xglobe shall charge $50.00 US to recover the administrative costs for suspension and reinstatement of the Services.

4.8.     Customer shall be solely responsible for any unilateral suspension or termination of Services as outlined above carry out by Xglobe and Customer hereby waives and releases Xglobe from any claim, arguments, proceeding, complaint, legal proceeding and action, with regard such suspension or termination pursuant to the provisions of this Section 5.

  1. 5.       WARRANTIES

5.1.     Xglobe shall utilize professional skill, diligence, ethics and care to ensure that all Services are performed as agreed in the Order Form and to provide the expertise required in connection with such Services.

5.2.     Xglobe shall provide broad service availability level under Xglobe’s then-current Service Level Availability ("SLA"), available at www.xglobe.com/company/policies/sla/

  1. 6.       CUSTOMER WARRANTIES AND OBLIGATIONS

6.1.     All of Customer's activities and operations in connection with Services are and will remain in accordance with any applicable law, not abusive to any audience and not harmful to any third party, and at all times avoid deceptive, misleading, or unethical practices which are or might be detrimental to Xglobe or any third party. The Customer hereby agrees and undertakes that the Services provided by Xglobe will never be used by Customer and/or End Users and/or any third party for activities that contain Content that is ("Abusive Content"):

  i.          Defamatory; and/or;

  ii.          Obscene; and/or;

  iii.          Libelous; and/or

  iv.          Discriminatory; and/or

  v.          Offensive; and/or

  vi.          Deceptive; and/or

  vii.          Abusive - Contains or installs any viruses, worms, bugs, Trojan horses or other code, files or programs designed to, or capable of, disrupting, damaging or limiting the functionality of any software or hardware; and/or

  viii.          Violence including promotes, encourages or engages in terrorism, violence against people, animals, or property; and/or

   ix.          Child pornography and pedophilia including without limitation, any content that promotes, encourages or engages in the exploitation of children; and/or

   x.          Prescription medication - promotes, encourages or engages in the sale or distribution; and/or

   xi.          Unlicensed or unregulated, by law, Gambling related; and/or

   xii.          Unlawful or promotes or encourages illegal activity. 

6.2.     Customer shall have responsibility to apply for and obtain any and all licenses permits and other authorizations of any kind needed to fulfill its obligations under this Agreement.

6.3.     Customer agrees and undertakes: (i) that all Data, Content and activities conducted via Xglobe Services are at Customer's sole responsibility; and (ii) to obtain all the necessary rights regarding Content and Data use via Services, and (iii) that Content does not infringe or violate the rights of any third party or End Users by any applicable law.

6.4.     Customer hereby represents and warrants that it has legally obtained the Data from its customers, and it has legal right to transfer the Data to any country abroad. Customer shall have the sole responsibility (and shall make sure that End Users will have sole responsibility) for the Data in term of quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all End User Data, and Xglobe shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Data.

6.5.     Customer acknowledges that Xglobe owns all the rights and permissions in regard to all host server cabinets (including any hardware and/or software installed in such cabinets), and that those rights, including the permission and right to access to any host server cabinets and/or move the equipment to different location, shall at any time remain with Xglobe and will be exercised at its sole discretion.   

6.6.     Nevertheless, Customer hereby acknowledges that although Xglobe do not pre-screen the Content used by Customer via the Services, Xglobe has the right, but not the obligation, in its sole discretion to remove or refuse to provide the Services or suspend the provision of the Services by Complete Halt or Lockdown, in any case of Abusive Content or pursuant to any demand of any legal authority, without compensation of any kind, whether financial or otherwise toward the Customer. Customer agrees that it must evaluate, and bear all risks, including the loss of Content, associated with the use of any of its Content and activities.

6.7.     Customer shall at all times comply with all laws, regulations, orders, decrees, rulings and judgments applicable, practices and procedures while performing its obligations hereunder.

6.8.     Customer warrants that its engagement under the Order Form does not require the consent of any person or entity. Customer hereby warrants and undertakes that, at all times during the Term of the Order Form (as defined below), all of Customer software, hardware, codes, algorithms, developments and/or otherwise ("Technological Resources"), that is being used by Customer, is whether lawfully licensed to Customer by third parties and/or self-developed by Customer, and in any way is being used by the Customer in accordance with any applicable law. For the avoidance of any doubt, Xglobe has the right, but not the obligation, in its sole discretion to remove or refuse to provide the Services or suspend the provision of the Services by Complete Halt or Lockdown, in any case of unlawful use of Technological Resources, without compensation of any kind, whether financial or otherwise toward the Customer. Customer agrees that it must evaluate, and bear all risks associated with, the use of any of its Content and activities.

6.9.     Customer shall fully cooperate with Xglobe in resolving any and all matters and/or disputes with End Users arising against Xglobe in accordance with the Services.

6.10. Customer shall refrain from making any representations, warranties, or guarantees to End Users or to any other third parties with respect to the specifications, features or capabilities of the Services provided by Xglobe that are inconsistent with the literature, protocols, trainings, explanations and covenants provided by the Xglobe.

6.11. Customer is responsible for: (a) maintaining the confidentiality of the password and admin account(s) (if relevant); (b) designating those individuals who are authorized to access the admin account(s); and (c) ensuring that all activities that occur in connection with the admin account(s) comply with these Terms and Conditions. Customer acknowledges and agrees that Xglobe is not responsible for the internal management or administration of the admin account(s).

6.12. This Agreement, when executed by Customer's signature on Order Form, shall constitute the valid and legally binding obligations of the Customer enforceable against him.

  1. 7.       DATA PROCESSING

7.1.     For the purposes of these Terms and Conditions, subject and pursuant hereof, and in respect of Customer Data, the parties agree that Customer shall be the sole Controller and Xglobe shall only be the Processor of the Data.

7.2.     Xglobe will process Customer Data in accordance with Customer’s instructions provided that such instructions are consistent with these Terms and Conditions and Xglobe's then-current privacy policy ("Privacy Policy"), available at .

7.3.     In case Xglobe is unable to comply with Customer’s instructions because such instructions conflict with these Terms and Conditions or any applicable law, Xglobe will notify Customer as soon as reasonably practicable

7.4.      Customer will inform End Users that their personal data is processed in accordance with these Terms and Conditions and Xglobe's Privacy Policy.

7.5.     Xglobe will take and implement reasonable security technical and organizational measures to protect Customer Data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access.

7.6.     Customer acknowledges that some of Xglobe’s or its service provider’s servers are located outside the EU, in particular in the U.S. Customer hereby gives its permission to processing its End User's Data and personal information to the extent required for the provision of the Services, and for transferring such personal information outside of Customer home jurisdiction (including to countries outside the European Economic Area which do not provide the same rights and/or level of protection in relation to personal information). If Customer provides personal information of anyone other than itself, Customer warrants that, prior to disclosing such personal information it has obtained that person’s consent to the processing of its personal information by Xglobe, as required under any applicable law. For the avoidance of any doubt, data protection shall be construed and subject to the Israeli Protection of Privacy Law, 1981 – 5741 and regulations or any such other applicable law.

  1. 8.       LIMITATION OF LIABILITY;

EXCEPT IN THE CASE OF WILFUL MISCONDUCT BY XGLOBE, UNDER NO CIRCUMSTANCES SHALL XGLOBE BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS OR FOR ANY SPECIAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS OR FOR THE COST OF PROCURING ALTERNATE OR SUBSTITUTE SERVICES) OF ANY KIND, INCLUDING WITHOUT LIMITATION INSUFFICIENT APPLICABILITY OF OPERATING SYSTEM OR ANY THIRD PARTY APPLICATION WHETHER FINANCIAL OR OTHERWISE, THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, OR THE PERFORMANCE OF, THE SERVICES, EVEN IF FORESEEABLE OR XGLOBE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES WHETHER IN AN ACTION OR CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION. XGLOBE SHALL NOT BE LIABLE FOR THE USE OF THE SERVICE INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN. XGLOBE SHALL BEAR NO RESPONSIBILITY OF ANY KIND AS TO THE ACTIONS, OMISSIONS, MALFUNCTIONS, MISCONDUCT AND NEGLIGENCE OF ANY THIRD PARTY  INCLUDING, ANY UNAVAILABILITY, PARTIAL AVAILABILITY, INAPPLICABILITY AND/OR MALFUNCTION OF THE SERVICES CAUSED BY ANY THIRD PARTY SERVICE PROVIDERS, SUCH AS NETWORK AND COMMUNICATION SUPPLIERS, CLOUD SERVICES SUPPLIERS AND HARDWARE SUPPLIERS. EXCEPT IN THE CASE OF WILFUL MISCONDUCT BY XGLOBE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, XGLOBE’S AGGREGATE, CUMULATIVE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE GREATER OF THE FEES PAID OR PAYABLE BY CUSTOMER TO XGLOBE UNDER A CERTAIN WORK ORDER IN THE THREE (3) MONTHS PRECEDING THE CLAIM OR THE FEES PAID BY CUSTOMER TO XGLOBE UNDER THIS AGREEMENT. THE EXISTENCE OF TWO OR MORE CLAIMS OR SUITS WILL NOT ENLARGE THIS LIMIT. BY ENTERING INTO THIS AGREEMENT CUSTOMER ACKNOWLEDGE THAT THE FEES SPECIFIED HEREIN REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT XGLOBE WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THE FOREGOING LIMITATIONS OF LIABILITY.  

  1. 9.       INDEMNIFICATION

9.1.     Subject to the indemnification procedures set forth below in Section ‎10.2, Customer agrees to defend, indemnify and hold Xglobe harmless with respect to any and all costs, claims, demands, investigations, liabilities, losses, damages, judgments, settlements, costs and expenses, including attorneys’ fees or liability arising out of or resulting from any claim, suit, or proceeding brought against Xglobe by any third party (a "Claim")  in connection with the Order Form or this Agreement, including, without limitation, Customer's use of the Services with third party's information and/or Content and/or Data and/or personal information via Services ("Service Use"). Without derogating from the generality of the foregoing, Customer agrees to defend, indemnify and hold Xglobe harmless against any loss, damage or liability arising directly or indirectly out of a Claim in connection with any Service Use by Customer including Abusive Content and unauthorized use in Technological Resources.

9.2.     Xglobe will (a) give Customer prompt written notice of the relevant claim; (b) cooperate with the Customer, at the Customer's expense, in the defense of such claim; and (c) give the Customer the right to control the defense and settlement of any such claim (except that the Customer may not offer a defense or agree to any settlement that does not unconditionally release Xglobe, without Xglobe’s prior written consent). Xglobe will have the right to participate in the defense with counsel of its choice at its own expense.

  1. TERM; TERMINATION

10.1. Unless otherwise specified in the relevant Order Form, term of the Order Form is deemed to have commenced as of the Commencement Date set forth above for the period of twelve (12) months (the "Term").

10.2. The Term shall be automatically renewed for additional periods of one (1) year, unless terminated upon a ninety (90) days advance written notice by Customer.

10.3. Xglobe may terminate the Order Form or this Agreement at any time for convenience, subject to 30 days written notice to Customer or immediately if Customer breaches a material term or condition of this Agreement.

10.4. For the avoidance of any doubt, upon termination for any reason:

10.4.1.     All Order Forms shall be terminated;

10.4.2.     All Fees will be immediately due and payable;

10.4.3.     Customer shall bear the sole and entire responsibility for the transfer of all of Customer's materials and Data from Xglobe to a new host or entity which will provide similar services for Customer; Xglobe shall bear no responsibility for Customer for the loss of Customer’s materials and data is Customer fails to do so.

10.4.4.     Customer shall immediately pay to Xglobe any and all unpaid funds in consideration for purchased hardware, insofar as such exists. Customer agrees and acknowledges that Xglobe shall possess a first lien position on Customer's hardware that was purchased from Xglobe, in any case of unpaid funds in consideration for the hardware. To remove any doubt, the consideration for the purchased hardware cannot be returned, refunded or setoff against any amount whatsoever.

  1. 11.    INTELLECTUAL PROPERTY

11.1. For the purposes of this Agreement, "Intellectual Property" shall mean all information in any and all medium that has been disclosed or will be disclosed by either party hereto (the "Disclosing Party") to the other party (the "Receiving Party") including, without limitation, data, data structure, data format, technology, source code, know-how, inventions, discoveries, designs, processes, techniques, methods, performance characteristics, testing strategies, formulations, models, equipment, algorithms, plans, software programs, documents, specifications, information concerning research and development work, and/or trade and business secrets.

11.2. The Receiving Party shall not acquire any rights in the Intellectual Property of the Disclosing Party. The Order Form grants no license to the Intellectual Property by either party to the other, either directly or by implication, stopple or otherwise.

  1. CONFIDENTIALITY

12.1. Customer covenants and undertakes that, during the Term and thereafter, absent Xglobe's prior written consent, all information, written or oral, relating directly or indirectly to the Order Form, the Services, Xglobe or its business (actual or planned), disclosed to it by Xglobe, developed by it or which otherwise became known to it in connection with the performance of the Order Form, including, without limitation, any and all patent applications, drawings, specifications, test results, techniques, diagrams, charts, plans, statements, assessments, analyses, estimates, views and opinions, know-how, processes, machines, practices, inventions, improvements and records (the "Information"), shall be maintained by it in full and absolute confidence, and it shall not use such Information, directly or indirectly, in whole or in part, for its own benefit or for any purpose whatsoever except as specifically and explicitly provided herein. Customer will be responsible for ensuring that the obligations of confidentiality and non-use contained herein are observed by its consultants, employees, subcontractors and affiliates.

12.2.  Notwithstanding anything else to the contrary herein, the obligations under this Section shall survive the termination of the Order Form and Agreement.

  1. 13.    NON-SOLICITATION

Customer undertakes and covenants towards Xglobe that during the Term of the Order Form and for a period of 12 (twelve) months following thereto for any reason (other than the liquidation or dissolution of any of the parties), Customer will not, directly or indirectly, including personally or in any business in which it serves as officer, director or shareholder, for any purpose or in any place, hire any person employed by Xglobe, will not interfere with any business relationship of Xglobe with any supplier of Xglobe.

  1. INSURANCE

Xglobe holds an interest that Customer shall maintain insurance policy coverage to protect Customer against the risks involved in the Services and in the business the Customer is engaging, including, without limitation, professional liability, third party insurance and computer hardware and software (according to software & hardware's value after amortization). For the avoidance of any doubt, Customer has the sole discretion and responsibility to engage with any insurance company and acquire any insurance policy coverage.

  1. 15.    FORCE MAJEURE

Neither Party shall in any event be held liable with respect to the other Party or to others for losses or damages caused by non-performance, or a delay in the performance, of their obligations under the Order Form (except that of payment) to the extent that the same resulted from circumstances amounting to force majeure, including, inter alia, insufficient hard disk space on the servers, network malfunctions, denial-of-service attack (dos attack) or distributed denial-of-service attack (ddos attack), strikes, riots, fires, floods, war, terror attacks, hurricanes, earthquakes, windstorms, acts of God and acts of the state or of public authorities, or other causes beyond the reasonable control of the party affected thereby.

  1. 16.    MISCELLANEOUS

16.1. Governing Law. This Agreement will be governed by the laws of the State of Israel without giving effect to any conflict of laws principles that require the application of the laws of another jurisdiction. Any action or proceeding arising from or relating to this Agreement must be brought to the competent courts located in Tel-Aviv and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding.

16.2. Waivers. All waivers must be in writing. No failure, delay of forbearance of either party in exercising any power or right hereunder shall in any way restrict or diminish such party's rights and powers under Order Form or this Agreement, or operate as a waiver of any breach or nonperformance by either party of any terms of conditions hereof.

16.3. Assignment. Customer may not assign or delegate any of its rights, duties or undertakings under the Order Form to any third party without the express prior written consent of Xglobe, and any unauthorized assignment or delegation shall be null and void. Xglobe may assign the Order Form without the need for any consent, provided, however, that Customer's rights under this Agreement shall not be offended.

16.4. Severability. In the event it shall be determined under any applicable law that a certain provision set forth in the Order Form is invalid or unenforceable, such determination shall not affect the remaining provisions of this Agreement or Order Form.

16.5. Construction. The preamble and schedules to this Agreement and Order Form constitute an integral and indivisible part hereof. The headings of sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word “including” means “including but not limited to”.

16.6. Notices. All notices in connection with this Agreement shall be sent by registered mail or delivered by hand to the addresses set forth above and shall be deemed to have been delivered to the other party at the earlier of the following: two days, if sent by registered mail; or three business days from the date of mailing, if delivered by hand - upon actual delivery or proof of delivery (in the event of a refusal to accept it) at the address of the addressee. Delivery by facsimile or email shall be sufficient and be deemed to have occurred upon electronic confirmation or receipt.

16.7. Entire Agreement. The Order Form and this Agreement are constitutes the entire understanding and agreement between the parties hereto, supersedes any and all prior discussions, agreements and correspondence with regard to the subject matter hereof, and may not be amended, modified or supplemented in any respect, except by a subsequent writing executed by both parties hereto.

 

 

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