These Terms of Access and Use (hereinafter referred to as the "License Agreement," "License Agreement," or "Agreement") constitute a public offer for the conclusion of a license agreement between Keruj, Inc. (hereinafter referred to as the Licensor, Controller) and any individual, self-employed person, or entrepreneur (hereinafter referred to as the Client), which, together with the Privacy Policy, regulates the terms of access and use by the Client of the Licensor's software (Service) and the provision of services by the Licensor, as defined in this Agreement. The subject of this agreement is to provide the Controller with access to and the right to use the Service, which manages the internal processes of the company and automates management accounting, subject to compliance with all restrictions and conditions of Service usage according to its functional capabilities and the terms of this Agreement.
This Agreement contains all essential terms of the License Agreement, and in accordance with Articles 638, 641, 642 of the Civil Code of Ukraine, upon accepting all subsequent conditions and payment for the services, the Client becomes a person who has accepted the terms of this offer (accepting the offer), which is equivalent to entering into a contract on the terms defined in this Agreement (offer). If any of the conditions defined in this Agreement are not accepted by the person intending to use the Service, such person has no right to use the Service provided under this Agreement.
By registering to use the Service, the Client and individuals to whom the Client grants access to their account, whether they are Administrators or Users, agree to abide by the terms of this Agreement.
Definitions:
Service - services and products (software) provided through the website located at: https://keruj.com.
User - refers to an individual who has access to the Service provided by the Client or Administrator.
Client - an individual, self-employed person, entrepreneur, or legal entity who pays for the services and is the owner of the account.
Administrator - an individual designated by the Client as the primary administrative contact responsible for making decisions related to service management, disconnections from the service, resolving other technical issues authorized by the Client, administering access to the Service, and appointing additional administrators/users. The first person registered in the Service by the Client is designated as the Administrator.
Account Data - information stored by the Licensor that allows for the identification of the Client, User, Administrator, and is necessary for managing and using the Service. Account Data does not include information uploaded (stored) by the Client/Administrator/User relating to their contacts, projects, tasks, events, or similar data.
Content - any information and materials uploaded or published by the Client (via the Administrator/User) in the Service.
Confidential Information - any information transmitted by the Client, its Administrator, and/or Users, including information entered into the Service by any means, as well as Keruj's information considered its property or trade secret, directly or indirectly disclosed in any form by the parties after the effectiveness of this Agreement.
Account - a record in the Licensor's system that stores data allowing for the identification of the Administrator/User.
Technical Support - a set of measures that Keruj may undertake within its established limits and scope to ensure the functioning of the Service, including information and consultation support on the use of the Service.
1. Terms of Service. Security and Access
1.1. Only registered Clients have the right to use the Service. To access the Service, individuals must provide their full name (or company name), valid email address, and other necessary registration information.
1.2. Upon registration, the Client agrees to provide true and complete information about themselves and the Administrators/Users in the registration form and to keep this information up to date. When registering, the Client provides their name in Latin characters, which will be used for accessing the Service (Example: the name "Name" will correspond to the Client's access link name.keruj.com). If the Client/Administrator provides incorrect information or if Keruj has grounds to believe that the provided information is incomplete or incorrect, Keruj has the right, at its discretion, to block or delete the Client's/Administrator's/User's account and prohibit them from using the Service.
1.3. Keruj reserves the right to request confirmation of the data provided during registration from the Client/Administrator and may request relevant documents in connection with this. Failure to provide such documents, at Keruj's discretion, may be considered as providing false information and may result in the consequences specified in section 1.2 of this Agreement.
1.4. During registration, the Client provides their mobile phone number, which is subsequently used as the login for accessing the Service. Keruj has the right to prohibit the use of certain logins and establish requirements for the login.
1.5. The Client/Administrator/User is solely responsible for the security (resistance to guessing) of their chosen password and ensures the confidentiality of their password.
1.6. Each Client is provided with a unique access identifier to the Service. The Client must ensure that each Administrator's and User's name is used only by the Client (in the Client's activities) and not used by others.
1.7. The Administrator should have the authority to administer and use the Service on behalf of the Client and has the right to grant access to additional Administrators/Users. The Administrator has the right to disable a User if the Administrator (or Client) wishes to revoke the access to the Service for that User.
1.8. In the event of the Service termination, Keruj will only communicate with the Client for the removal of relevant account data and provide the opportunity to download the Content.
1.9. Keruj provides access to the Service solely through a web interface, in accordance with the provisions of this Agreement.
1.10. Keruj utilizes a secure method of authentication and access to the Service, including:
a) Password management for users and password protection using secure password management software.
b) Transmission of passwords in encrypted form.
1.11. The Client is responsible for protecting User names, passwords, or other codes associated with the Service and ensuring that the Content complies with legal requirements.
1.12. The Client agrees to adhere to the policy and procedures for preventing unauthorized use of usernames and passwords and promptly notifies Keruj of any suspected loss or unauthorized use of passwords by third parties.
1.13. Keruj informs the Client of any actions/events that, in Keruj's opinion, may lead to or have led to unauthorized access, disclosure, use, or damage to the Client's Content.
1.14. In the event of a security breach and violation, the Client must promptly notify Keruj and take appropriate measures to mitigate the consequences of such breach.
1.15. Keruj takes measures to protect the Content and ensure its reliable storage, taking into account technological advancements and the cost of implementing such measures.
1.16. The Client (Administrator, Client's users) agrees not to engage in, or allow others to engage in, the following activities:
2. License Terms
2.1. The Service is the result of intellectual activity and is subject to copyright and intellectual property rights owned by Keruj, which are regulated and protected by the legislation of Ukraine on intellectual property and international law norms.
2.2. The algorithms of the Service's operation and its source codes (including their parts) are the trade secrets of Keruj. Any use of them or use of the Service in violation of the terms of this Agreement shall be considered a violation of Keruj's rights and shall be sufficient grounds for the Client's deprivation of the rights granted under this Agreement.
2.3. Keruj guarantees that it has all the necessary rights under this Agreement to provide them to the client, including the documentation for the Service.
2.4. The Client is granted an exclusive, non-transferable, limited license to access and use the Service. The Client is granted the right to upload their Content and use the functional capabilities of the Service to the extent determined by the selected tariff.
2.5. Keruj does not review or verify the Content posted by the client, and does not acquire any rights, including intellectual property rights, to the client's content.
2.6. The client undertakes to familiarize Administrators/Users with the contents of this Agreement and ensure their compliance with its provisions. The client is responsible for the actions/inactions of Administrators/Users during the use of the Service, including the disclosure/removal of Content and the disclosure/distribution of confidential information.
2.7. The client is not allowed to copy, reproduce, or otherwise replicate or alienate the Service. The client/Administrators/Users undertake not to use access to the Service or any part of the Service, except for their own (internal) activities.
2.8. This Agreement does not grant the Client (Administrators, Users) any right to use any trademarks, logos, domain names, and other objects of exclusive rights used by Keruj in offering the Service. The client agrees to use the Service in a way that does not disseminate false information and does not create a misleading impression about the owner of the Service or the services and products provided by Keruj through the website located at https://keruj.com.
2.9. The client is not allowed to upload, publish, transmit, store, or distribute through the Service (or directly on the Service) any viruses, self-replicating computer programs containing any destructive codes, viruses, or other harmful software.
2.10. Except for this non-exclusive license granted under this Agreement, the client acknowledges and agrees that all ownership rights, exclusive and other rights to the Service belong to Keruj. The client is permitted to use the Service solely through the website https://keruj.com.
2.11. Keruj reserves the right at any time at its discretion to take any actions it deems necessary regarding the Content that violates the terms of this Agreement, including its removal.
2.12. Keruj reserves the right to add, modify, or terminate, temporarily or permanently, any functional capabilities of the Service, with or without notice to the client, except in cases where Keruj makes changes that significantly impair the functionality of the Service. In the latter case, Keruj will send the client a corresponding notice at least 30 (thirty) days in advance, and the client has the right to terminate this Agreement.
2.13. Keruj reserves the right to temporarily suspend access to the Service for the purpose of servicing, repairing, or installing updates. Keruj will send a notice at least 3 (three) business days before the suspension of the respective access. Keruj has the right to temporarily suspend access to the Service under conditions that require urgent actions to protect the Service. Keruj makes all reasonable means and efforts to minimize the impact of the Service's downtime.
2.14. The client has the right to regularly back up all their Content on third-party and self-selected services (cloud, local, etc.) using appropriate technical tools and instruments, without violating the intellectual property rights of Keruj.
3. Payment, Change of Access Rights, and Service Usage
3.1. The client makes payment for using the Service according to the conditions stated below.
3.2. All payments include VAT if it is included in the invoice.
3.3. Payment for access and the right to use the Service is made by the client through non-cash transfers via the personal account.
3.4. If the client (payer) is an individual or self-employed person, payment for access and usage of the Service is made through payment systems via the website https://keruj.com. If the client (payer) is an entrepreneur or a legal entity, payment for access and usage of the Service is made based on an invoice or invoice issued by Keruj 5 (five) calendar days before the end of the trial period or the end of the paid 30 (thirty) calendar days of service. Certain payment methods may involve transaction fees.
3.5. The payment amount for access and usage of the Service is 400 UAH per user per month.
3.6. The fee for using the Service is charged to the client monthly, on the 1st day of each month. All payments are non-refundable, except in cases specified in clause 3.10 of this Agreement.
3.7. In case of non-payment for the usage of the Service within 10 (ten) calendar days with a negative balance, Keruj blocks access to the Service until the payment is made. The moment of payment is considered when the funds are credited to Keruj's account.
3.8. In addition to the fee for using the Service, the client may incur additional expenses related to accessing the Service, including but not limited to, fees for internet access, data roaming, etc.
3.9. Keruj has the right to unilaterally change the cost of tariffs for granting access rights and usage of the Service by publishing such changes on https://keruj.com. Such changes come into effect from the moment of their publication unless a different term and procedure for their effectiveness are specified upon publication. In the event of a change in the cost of tariffs for granting access rights and usage of the Service, Keruj informs active Service clients about such changes 30 (thirty) calendar days in advance by sending an email to the client.
3.10. In case the Service is unavailable due to the actions or inaction of Keruj, the payment for using the Service (monthly or annual) will be recalculated, and the client will be provided with an additional usage period of the Service proportionate to the period when the Service was unavailable.
3.11. Any payments for early termination of using the Service are not collected. Access rights and usage of the Service that are canceled before the end of the current payment period are not included in the subsequent period.
4. Duration of the Agreement and Termination of Access Rights and Service Usage
4.1. The duration of this Agreement begins upon acceptance of this offer and remains in effect until the usage of the Service is terminated at the end of the corresponding period or for other reasons stipulated in the Agreement.
4.2. Any party to this Agreement has the right to terminate it at any time by providing written notice to the other party in the event of a material breach of this Agreement.
4.3. Keruj has the right to unilaterally terminate this Agreement in the event of the client's breach of the terms of this Agreement by notifying the client one business day prior to the anticipated date of termination, without any further compensation payments to the client related to such termination.
4.4. If the client intends to cancel their access rights and usage of the Service or delete their account, the client (or the Administrator) has the option to do so on their behalf at any time using the corresponding functions of the Service. Termination of access rights and usage of the Service or account cancellation through any other means is not permitted.
4.5. The client must delete all their Content from the Service prior to the termination of this Agreement. Keruj deletes or destroys all Content stored in the Service within 14 (fourteen) calendar days after the termination of the Agreement or termination of access rights and service usage. Keruj is not obliged to notify clients about the deletion of their Content after the termination of the Agreement or access rights and service usage. Keruj is not liable to the client or any Users for the deletion of Content in accordance with this Agreement.
4.6. In the event of the termination of the Service for any reason, the client will have 14 (fourteen) days to transfer their Content to another location before its deletion. Keruj may provide the client with access to their Content after the termination of the Agreement or the termination of access rights and service usage on a paid basis.
5. Confidential Information. Personal Data Protection
5.1. Each party agrees to treat all Confidential Information as confidential and not to use or disclose it except as necessary for the performance of this Agreement.
5.2. The client, who, according to the Law of Ukraine "On the Protection of Personal Data," acts as the Data Owner, Recipient, or Processor regarding contacts (employees, clients, contractors, etc.) - subjects of personal data, and Keruj undertake to comply with the provisions of the aforementioned Law on personal data processing (including through information (automated) systems).
5.3. By accepting this Agreement, the client guarantees that they have all legal grounds to collect, record, accumulate, store, adapt, modify, update, use, and distribute (publish, transmit), depersonalize, destroy personal data and other information that constitutes the content of the Content using the Service.
5.4. Keruj takes actions to ensure the preservation and non-disclosure of personal data and to prevent unauthorized processing, loss, or destruction. Keruj acts only on the client's instructions regarding personal data processed by Keruj.
6. Responsibility
6.1. The liability provided by the legislation of Ukraine arises for the breach of the terms of this Agreement.
6.2. Keruj shall not be liable to the Client/Administrators/Users for any damages, loss of revenue, profit, information, or savings associated with the use or inability to use the Service, including in cases where the Client/Administrators/Users have been notified of the possibility of such damages, or for any third-party claims.
6.3. Keruj shall be released from liability for non-performance or improper performance of this Agreement if it occurs due to external circumstances and/or actions (inaction) of third parties, and such circumstances and actions (inaction) are beyond the control and/or without the fault of Keruj.
7. Technical Support
7.1. Keruj provides Technical Support to Clients/Administrators/Users, including assistance with functionality and operation on standard configurations supported by the Service.
7.2. The Client/Administrators/Users have the right to contact Keruj's technical support without additional charges.
7.3. In order to provide technical support, Keruj may request information from the Client/Administrators/Users regarding their account data and/or data from third-party services integrated with the Keruj system.
7.4. Technical support for Clients with active access to the Service is provided via email at help@keruj.com.
8. Other Terms
8.1. Each party agrees to comply with this Agreement in accordance with the legislation of Ukraine. Any disputes, directly or indirectly arising from this Agreement, shall be resolved in accordance with the current legislation of Ukraine.
8.2. The Client undertakes to compensate Keruj for any damages that may arise as a result of the Client (its Administrators or Users) breaching the obligations established by this Agreement. Keruj shall promptly notify the Client of any claims or damages directly or indirectly related to the Client (its Administrators or Users) breaching the obligations established by this Agreement. The Client undertakes to assist Keruj in defending against any claims, lawsuits, or complaints received from third parties if they arise from the Client (its Administrators or Users) breaching the obligations established by this Agreement.
8.3. The Service may be incompatible with the Client's computer or other equipment. Keruj does not guarantee any results that the Client intended to achieve or obtain using the Service.
8.4. This Agreement constitutes the entire agreement between Keruj and the Client, governing the Client's use of the Service, and replaces any prior agreements between the Parties (including previous versions of the Agreement).
8.5. Keruj has the right to involve third parties to ensure the functioning of the Service while remaining responsible to the Client within the framework of this Agreement for the actions of the involved parties.
8.6. Neither party to this Agreement may assign (transfer) any of its rights or obligations to third parties without the prior written consent of the other party, except in cases of mergers or reorganization, provided that the purchaser (newly created entity) agrees to comply with this Agreement.
8.7. Keruj may provide the opportunity to integrate the Service with products from third-party providers at the Client's choice and risk. In this case, Keruj shall not be responsible for the consequences of such integration. Keruj has the right to modify or terminate the integration of the Service with other services and products of third-party providers without prior notice to the Client.
8.8. The unavailability of the Service (as defined in clause 3.10 of this Agreement) means any period of time exceeding 60 minutes during which the Client/Administrator/User is unable to access the Service due to a service outage, excluding planned downtime.
8.9. Any matters not regulated by this Agreement shall be governed by the current legislation of Ukraine.
8.10. Keruj has the right to unilaterally modify the terms of this Agreement by publishing the amended text on the website at https://keruj.com. In the event of changes made by Keruj to the terms of this Agreement, the Client will be notified accordingly. The Client's continued use of the Service after such notification shall be considered as acceptance of the modified terms of the Agreement.