These Terms of Access and Use (hereinafter referred to as the "License Agreement", "License Agreement", "Agreement") are a public offer to enter into a license agreement between SVEREDIUK VOLODMYMYR ROMANOVYCH, FOP (hereinafter referred to as the Licensor, Keruj) and any individual, self-employed person, entrepreneur person (hereinafter referred to as the Client), which together with the Privacy Policy regulates the procedure for access and use by the Client of the software (Service) of the Licensor and the provision of services as defined by this Agreement. The subject of this Agreement is the provision of access and right to use the Service by Keruj, which manages the internal processes of the company and automates management accounting, subject to compliance with all restrictions and conditions of use of the Service in accordance with the functional capabilities and terms of this Agreement.

This Agreement contains all the material terms of the License Agreement and in accordance with Articles 638, 641, 642 of the Civil Code of Ukraine, in case of acceptance of all subsequent conditions and payment of services, the Client becomes a person who accepted the terms of this offer (accepted the offer), which is equivalent to concluding a contract on the terms determined by this Agreement (offer). If any conditions determined by this Agreement are not accepted by a 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 the persons who will be granted access to their account by the Client, the Administrator/User, agree to comply with the terms of this Agreement.

Definition of terms

Service – services and products (software) provided through the website located at: https://keruj.com

User – means an individual who has access to the Service provided by the Client or Administrator.

Client – an individual, self-employed person, entrepreneur, legal entity that pays for services and is the owner of the account.

Administrator – an individual appointed by the Client as the primary administrative contact for making decisions related to service management, disconnections from the service, resolving other technical issues, who has authority from the Client to administer access to the Service, as well as appoint additional administrators/users. The first person registered in the Service by the Client is appointed as the Administrator.

Account Data – information stored by the Licensor that allows identifying the Client, User, Administrator and is necessary for managing and using the Service. Account Data does not contain information uploaded (stored) by the Client/Administrator/User relating to their contacts, projects, tasks, events or other similar data, etc.

Content – any information and materials that the Client (through the Administrator/User) uploads or publishes in the Service.

Confidential Information – any information transmitted by the Client, its Administrator and/or Users, including information entered into the Service in any possible way, as well as information of Keruj, which is considered its property or commercial secret, directly or indirectly, in any form disclosed by the parties after this Agreement enters into force.

Account – a record in the Licensor's system that stores data allowing the identification of the Administrator/User.

Technical Support – a set of measures that may be implemented by Keruj within established limits and volumes in order to ensure the functioning of the Service, including information and consulting support on the use of the Service.

1. Terms of Use of the 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 (entity name), valid email address, and other information required for registration.

1.2. For registration, the Client undertakes to provide true and complete information about themselves and the Administrators/Users on the matters proposed in the registration form, and to keep this information up to date. Upon registration, the Client indicates their name in Latin characters, which will subsequently be used to access the Service (Example: name in Latin characters "Name", accordingly, to access the Client's Service, the link name.keruj.com is provided). If the Client/Administrator provides incorrect information or Keruj has grounds to believe that the information provided by the Client is incomplete or false, Keruj has the right, at its discretion, to block or delete the Client/Administrator/User account, as well as forbid the Client/Administrator/User to use the Service.

1.3. Keruj reserves the right at any time to require the Client/Administrator to confirm the data specified during registration, and to request associated documents, the non-provision of which, at the discretion of Keruj, may be equated to providing false information and cause consequences under clause 1.2 of this Agreement.

1.4. Upon registration, the Client specifies their mobile phone number, which is subsequently used as a login to access the Service. Keruj has the right to prohibit the use of certain logins, as well as to establish requirements for the login.

1.5. The Client/Administrator/User are solely responsible for keeping the security (resistance to guessing) of the password they chose, as well as ensuring the confidentiality of their password themselves.

1.6. Each Client is provided with a unique identifier for accessing the Service. The Client must ensure that each Administrator, User name is used only by the Client (in the Client's activities), and not used by other persons.

1.7. The Administrator must have the authority of administration and use of the Service on behalf of the Client, and also 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 terminate the access of this User to the Service.

1.8. In case of termination of the Service, Keruj syncs only with the Client to delete the relevant account data and provide the possibility to export Content.

1.9. Keruj ensures access to the Service only through the web interface in compliance with the provisions of this Agreement.

1.10. Keruj uses a secure method of authentication and access to the Service, in particular by:

a) managing user passwords and protecting passwords using reasonable password management software;

b) transmitting passwords in encrypted form.

1.11. The Client is responsible for protecting the User names and passwords or other codes associated with the Service, and for the compliance of Content with the requirements of the Law.

1.12. The Client undertakes to comply with policies and procedures to prevent unauthorized use of the username and password and immediately notifies Keruj of suspected loss of passwords or their unauthorized use by third parties.

1.13. Keruj notifies the Client of any actions/events that, in Keruj's opinion, could lead or have led to unauthorized access, disclosure, use, and damage of the Client's Content.

1.14. In case of a breach of security and authentication procedures for accessing the Service, Keruj cooperates with the Client to determine the causes of the breach and identify altered Content, as well as provides assistance to the Client in investigating and preventing repeated breaches.

1.15. Keruj takes measures to protect Content and its reliable preservation, taking into account technological development and the cost of implementing such measures.

1.16. The Client (Administrator, users of the Client) undertakes not to perform individually and not to allow other persons to perform the following activities: to rent, lease or temporarily use the access to the Service (Service); use the Service by broadcasting on Internet sites, both on a commercial and non-commercial basis; make modifications to the Service, its design and appearance; create conditions for using the Service by persons who do not have personal rights to access and use the Service, except for the Client’s Users; publish (publish) any fragments and components of the Service, including giving other persons the ability to copy them; attempt to bypass technical limitations of the Service; transfer rights to use the Service to third parties.

2. License Terms

2.1. The Service is the result of intellectual activity and the object of intellectual and copyrights of 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 and its source codes (including their parts) are trade secrets of Keruj. Any use of them or use of the Service in violation of the terms of this Agreement is considered a violation of Keruj's rights and is a sufficient ground for depriving the Client 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 of the Service.

2.4. The Client is granted a non-exclusive, non-transferable, limited license to access and use the Service. The Client is granted the right to host their Content and use the functionality of the Service within the limits specified by the selected plan.

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 the Administrators/Users with the content of this Agreement and ensure compliance with its provisions. The Client is responsible for the actions/omissions of Administrators/Users when using the Service, including for disclosing/deleting Content and disclosing/disseminating confidential information.

2.7. The Client has no right to copy, resell, or in any other way reproduce or alienate the Service. The Client/Administrators/Users operate to not use access to the Service or any part of the Service, except for the Client's own (internal) business 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 when offering the Service. The Client undertakes to use the Service in such a way as not to spread untrue information that could cause a false impression of the owner of the Service or services and products provided by Keruj through the website located at: https://keruj.com.

2.9. The Client has no right to upload, publish, transmit, store, or distribute through the Service (or directly to the Service) viruses, self-replicating computer programs containing any destructive codes, viruses, or other malicious software.

2.10. With the exception of this non-exclusive license granted under this Agreement, the Client acknowledges and agrees that all ownership, exclusive and other rights regarding the Service belong to Keruj. The Client has permission to use the Service exclusively through the site https://keruj.com.

2.11. Keruj reserves the right at any time to take any actions it deems necessary at its discretion in relation to Content that violates the terms of this Agreement, including deleting it.

2.12. Keruj reserves the right to add, modify, or terminate, temporarily or completely, any functionality of the Service at any time, with or without notice to the Client, except in cases where Keruj introduces changes that significantly reduce the functionality of the Service. In the latter case, Keruj will send the Client a relevant notification 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 maintenance, repair, or update installation purposes. Keruj will send a relevant notification at least 3 (three) business days prior to suspending the relevant access. Keruj has the right to temporarily suspend access to the Service under conditions requiring urgent action to protect the Service. Keruj takes all reasonable means and methods to minimize the impact of the Service shutdown.

2.14. The Client has the right to regularly backup all their Content on third-party and independently chosen services (cloud, local, etc.), using appropriate technical means and tools for this purpose, without violating the intellectual property rights of Keruj.

3. Payment, Change of Access Rights and Service Use

3.1. Under the terms set out below, the Client pays for using the Service.

3.2. All payments include VAT, provided that they are included in the tax invoice.

3.3. Payment for access and the right to use the Service is made by the Client on a cashless basis by transferring funds through the client cabinet.

3.4. If the Client (payer) is an individual or self-employed person, payment for access and use of the Service is made using payment systems through the site https://keruj.com. If the Client (payer) is an entrepreneur or legal entity, payment for access and use of the Service is made on the basis of a invoice or invoice issued by Keruj 5 (five) calendar days before the expiration of the trial period or the end of the next paid 30 (thirty) calendar days. Certain payment methods may involve a commission fee for funds transfers.

3.5. The amount of payment for access and use of the Service is 400 UAH per month per user.

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 for cases provided for in clause 3.10 of this Agreement.

3.7. In case of non-payment for using the Service within 10 (ten) calendar days under a negative balance, Keruj blocks access to the Service until the payment is made. The moment of payment is the receipt of funds on Keruj's balance.

3.8. In addition to the fee for using the Service, the Client may incur additional costs associated with accessing the Service, in particular, but not limited to, the Internet access fee, data roaming, etc.

3.9. Keruj has the right to unilaterally modify the cost of the Plans for granting the right of access and use of the Service by posting (publishing) such changes on https://keruj.com. Such changes take effect from the moment of their publication, unless another term and procedure for entering into force are specified during their publication. In case of changing the cost of Plans for granting rights of access and use of the Service, Keruj notifies active clients of the Service about such changes 30 (thirty) calendar days in advance by sending an email to the Client's email address.

3.10. In case the Service is unavailable due to actions or omissions of Keruj, the fee for using the Service (monthly or annual) will be recalculated and the Client will be provided with an additional period of using the Service, proportional to the period when the Service was unavailable.

3.11. Any payments for early cancellation of the Service use are not charged. The rights of access and use of the Service, cancelled before the end of the current billing period, are not included in the next period.

4. Validity of the Agreement and Termination of Access Rights and Service Use

4.1. The term of this Agreement begins from the moment of acceptance of this offer and remains valid until the use of the Service is terminated at the end of the relevant period or on other grounds provided by the Agreement.

4.2. Either party to this Agreement has the right to terminate it at any time by giving written notice to the other party in case of a material breach of this Agreement.

4.3. In case of breach of the terms of this Agreement by the Client, Keruj has the right to unilaterally terminate this Agreement, notifying the Client one business day before the expected date of such termination, without any subsequent compensation payments to the Client related to the specified termination.

4.4. If the Client intends to cancel the right of access and use of the Service or cancel the account, the Client (or Administrator) has the option to do so on their own behalf at any time using the corresponding functions of the Service. Termination of the right of access and use of the Service or cancellation of the account in any other way is not allowed.

4.5. The Client must remove all their Content from the Service prior to termination of this Agreement. Keruj removes or destroys all Content stored in the Service 14 (fourteen) calendar days after the termination of the Agreement or termination of the right of access and use of the Service. Keruj is not obliged to notify Clients of the deletion of their Content after the termination of the Agreement or the right of access and use of the Service. Keruj is not liable to the Client or any Users for deleting Content in accordance with this Agreement.

4.6. In case of termination of the Service for any reason, the Client will have 14 (fourteen) days to migrate the Content to another location prior to its deletion. Keruj can provide the Client with access to their Content after the termination of the Agreement or termination of the right of access and use of the Service on a paid basis.

5. Confidential Information. Protection of Personal Data

5.1. Each party agrees to treat all Confidential Information as confidential – not to use or disclose it except as necessary to fulfill this Agreement.

5.2. The Client, who within the meaning of the Law of Ukraine "On Protection of Personal Data" acts as the Owner of personal data, or Recipient, or Controller regarding contacts (employees, clients, customers, etc.) – subjects of personal data, and Keruj undertake to comply with the provisions of the specified Law on personal data processing (in particular, using computerized (automated) systems).

5.3. By accepting this Agreement, the Client guarantees that they have all legal grounds to collect, register, accumulate, store, adapt, change, update, use and distribute (publish, transmit), depersonalize, destroy personal data and other information that makes up the Content using the Service.

5.4. Keruj takes steps to ensure the safety and non-disclosure of personal data and counteract unauthorized processing, loss or destruction. Keruj will act only upon instructions of the Client regarding personal data processed by Keruj.

6. Liability

6.1. For violation of the terms of this Agreement, liability arises as provided for by the legislation of Ukraine.

6.2. Keruj is not liable to the Client/Administrators/Users for any damages, any loss of income, profits, information or savings related to the use or inability to use the Service, including in case of prior notification by the Client/Administrators/Users of the possibility of such damages, or under any claim of a third party.

6.3. Keruj is released from liability for non-performance or improper performance of this Agreement if it occurred as a result of external circumstances and/or actions (omissions) of third parties, (circumstances and actions/omissions) are beyond control and/or without fault of Keruj.

7. Technical Support

7.1. Keruj provides Technical Support to Clients/Administrators/Users, including on issues related to functionality, operations features in standard configurations, supported operating and other systems of the Service.

7.2. The Client/Administrators/Users have the right to contact Keruj's technical support service without paying additional remuneration.

7.3. To manage technical support, Keruj has the right to require the Client/Administrators/Users to provide information regarding 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 help@keruj.com

8. Other Terms

8.1. Each party agrees to comply with this Agreement in accordance with the legislation of Ukraine. All 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 damages that may arise for the latter as a result of breach by the Client (its Administrators or Users) of obligations set by this Agreement. Keruj immediately notifies the Client of any claim or damage, which directly or indirectly has as its object a breach by the Client (its Administrators, Users) of obligations set by this Agreement. The Client undertakes to assist Keruj in defense against any claims, actions, complaints from third parties, if they arose as a result of breach by the Client (its Administrators or users) of obligations set 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 (obtain) using the Service.

8.4. This Agreement is the entire agreement between Keruj and the Client and governs the Client's use of the Service, superseding any prior agreements between the Parties (including prior versions of the Agreement).

8.5. Keruj has the right to engage third parties to maintain the Service operability, remaining within the framework of this Agreement, responsible to the Client for the actions of the engaged entities.

8.6. Neither Party to this Agreement may transfer (assign) any of its rights or obligations to third parties without the prior written consent of the other party, except in cases of merger or reorganization, if the buyer (newly formed person) agreed to comply with this Agreement.

8.7. Keruj may provide the option to integrate the Service with third-party vendor products at the choice and risk of the Client. In this case, Keruj is not responsible for the consequences of such integration. Keruj has the right to modify or terminate integration of the Service with other services and third-party vendor products without prior notice to the Client.

8.8. Unavailability of the Service (within the meaning of clause 3.10 of this Agreement) means any period of time exceeding 60 minutes during which the Client/Administrator/User cannot access the Service as a result of service failure, except for scheduled downtime.

8.9. For all matters not regulated by this Agreement, the Client and Keruj are guided by the current legislation of Ukraine.

8.10. Keruj has the right to unilaterally modify the terms of this Agreement by posting the modified text in the Internet on the site https://keruj.com. In case of Keruj making changes to the terms of this Agreement, they take effect from the moment of publication, unless another term and procedure for entering into force are specified during their publication.