"The Contractor", on the one hand, and any other person who has accepted the terms and conditions of this Agreement, hereinafter referred to as "the Client" on the other hand, hereinafter referred to as the Parties, have concluded this Agreement as follows:
Subject Matter of the Agreement
1.1 On the basis of this agreement, the Contractor provides the Client, and the Client accepts and pays the Contractor for the provision of access to the Program, in accordance with the selected period (hereinafter referred to as the Services).
1.2 The Services shall be provided by granting the Client a unique name (login) and password which allows access to the Program.
1.3. The KWIZbot Program is intellectual property, the legal protection of which is established by the Civil Code of Ukraine and the international treaties in force in Ukraine. The Contractor warrants that it has the rights necessary to perform the Agreement.
1.4. The Contractor does not guarantee that the Program will work continuously, error-free or free from malware or other defects. If the Client is not satisfied with the terms and conditions and/or quality of the Program, the Client may discontinue using the Program or contact the Contractor's support team.
Rights and Obligations of the Parties
2.1 The Contractor shall be obliged to:
— Comply with the terms and conditions of this Agreement;
— Provide the Services during the period paid for by the Client;
— Provide advice to the Client regarding the provision of the Services within the working hours defined in the Contractor's timetable;
— Maintain the confidentiality of the Client's information received during registration, as well as the content of private e-mail messages, with the exception of cases stipulated by the current legislation of Ukraine.
— In case of Program update, inform the Customer about the possibility and conditions of the relevant Program actualisation (regular updating), including financial terms and procedure for providing access to individual (additional) Program modules at the Client's request.
2.2. The Client shall be obliged to:
— Comply with the terms of this Agreement;
— Provide valid personal data and other information necessary for the fulfilment of the terms and conditions of this Agreement;
— Pay for the Services in accordance with the price list. The Client undertakes to familiarise himself/herself with the Service conditions and prices on the KWIZbot website;
— Provide hardware and software environment for the correct operation of the Program according to the requirements listed on the KWIZbot website;
— Provide confidentiality of their login and password;
— Not transfer the Services to third parties;
— When contacting the technical support of the Service Provider, use the contact email address (the address specified when ordering the Service) and submit the login, first name and surname, and if necessary, use other options to confirm the right of access;
— Keep the payment documents confirming the payment to the Provider's account for one year and submit copies thereof to the Provider if necessary;
— Give consent to the Contractor for processing and use of his personal data in accordance with the Law of Ukraine "On Protection of Personal Data".
2.3. The Contractor shall have the right to:
— Change the composition, procedure, conditions and prices for the provision of the Services by posting information on the KWIZbot website. If the price changes, the payment previously made by the Client at the new prices shall not be recalculated;
— Terminate the provision of the Services automatically after the end of the period paid by the Client;
— Disclose information about the Client only in cases stipulated by the legislation of Ukraine;
— To place on its website, on the Internet, in presentations and other marketing materials, on its personal pages in social networks, press releases, and comments in the media information about services provided to the Customer and the fact that Contractor provides access to the Program, as well as the name and logo or trademark/service mark of the Customer.
2.3.1. Suspend (temporarily or completely) the provision of Services to the Client without a refund and require written explanations from the Client in cases of violation of the obligations described in clause 2.2, as well as in the following cases:
— If the Contractor believes that any actions performed by the Client through the Services provided to the Client under this Agreement cause or may cause damage to the Contractor and other Clients;
— In case of damage or attempts to damage the security-related features of the Program, as well as the inclusion of the software in the Client's own developments;
— When the Client publishes and transfers any information via the Internet that defames the Contractor or takes actions that interfere with the normal operation of the Contractor.
2.3.2. Block access to the KWIZbot Program from a specific IP address in the following cases:
— Exceeding the number of requests from an IP address for a certain period of time;
— Actions with the Programme that may lead to consequences provided in Section XVI of the Criminal Code of Ukraine "Crimes in the Use of Electronic Computing Machines (Computers), Software and Computer Networks and Telecommunication Networks".
2.4. The Client has the right to:
— Require the Contractor to provide the Services in accordance with the terms of this Agreement;
— In case of any comments regarding the quality of the Services, inform the Contractor about them in writing and in due time;
— Unilaterally refuse the Contractor's Services on the conditions provided for in clause 7.3.
Procedure for the Provision of Services
3.1. When using the Services for the first time:
3.1.1. Client shall apply with an application for Services (by filling out an electronic form or an e-mail letter) to the Contractor who shall send an invoice for payment of the Services to the Client's e-mail address specified in the application.
3.1.2. The minimum payment period is one month. The payment procedure is defined in Section 4 of this Agreement.
3.1.3. After the Client pays the invoice and the Contractor receives 100% of the amount to the Contractor's account, the Contractor provides access to the Program in the form of a unique login and password, which will be sent to the Client's e-mail. Access is provided from the first day and is valid until the last day of the period specified in the invoice and paid by the Client.
3.1.4. The Client can use the Program provided that the login and password are correctly entered and that they have access to the Internet.
3.1.5. After the end of the paid period, access to the Program for the Client is terminated.
3.2. Upon re-receipt of the Services:
3.2.1. To restore access to the Program, the Client receives an invoice for payment for the Services in the manner provided for in clause 3.1.1. The minimum payment period is one month. The payment procedure is determined in section 4 of this Agreement.
3.2.2. After the Client pays the invoice and the Contractor receives 100% of the amount to the Contractor's account, the Contractor provides access to the Program. Access is provided from the first day and is valid until the last day of the period specified in the invoice and paid by the Client.
3.2.3. After the end of the paid period, access to the Program for the Client is terminated.
Service Charges and Payment Procedure
4.1. The cost of the Services under this Agreement is determined under the current tariffs and payment terms published on the KWIZbot website. The rates are indicated in US dollars and shall be payable in the national currency of Ukraine at the NBU exchange rate on the date of payment.
4.2. The Client makes the non-cash payment for the Services to the Contractor's bank account.
4.3. Services are provided upon the condition of 100% payment to the Contractor's bank account. The start date of the period specified in the account is the start date for the Services delivery by the Contractor.
4.4. The Contractor has the right at any time to unilaterally change prices and introduce new tariffs. The date of publication of new prices or tariffs on the KWIZbot website is the date of their entering into force. Thirty (30) days before the introduction of the new prices or tariffs, the Contractor shall notify the client by sending a message to the Client's e-mail address. In the event of a price change, the payment previously made by the Client at the new prices shall not be recalculated.
4.5. The Сlient is solely responsible for the correctness of the payments they make.
Confidentiality of Information
5.1. The Client undertakes to maintain strict confidentiality concerning all technical, commercial, and other information received from the Contractor and to take all reasonable steps to prevent the unauthorized use or disclosure of such information under this Agreement.
5.2. The Parties are not responsible for the breach of confidentiality that occurred:
— Due to force majeure circumstances;
— As a result of a confidentiality breach at the request of public authorities under applicable law.
Responsibility of the Parties
6.1. The Parties to this Agreement shall be responsible for compliance with their obligations under the Agreement and in accordance with the current legislation of Ukraine.
6.2. The Contractor shall not be liable for:
— Direct or indirect damages, lost profit or moral losses of the Client, related to the use or inability to use API service;
— For the Services quality deterioration, the API service disruption, due to reasons beyond the control of the Contractor.
6.3. The Client takes full responsibility for the security of his login and password and for any losses that may result from its unauthorized use. In case of the theft of the login and password through the fault of third parties, the Client has the right to send a notification to the Contractor, with the obligatory attachment to the application of the relevant financial document confirming the payment for the Services. The Contractor is not responsible for the actions of third parties which caused the theft, and in order to reimburse the money spent on the stolen time, the Client must contact the appropriate investigative and law enforcement agencies.
6.4. If it is not possible to resolve the dispute through the negotiation and pre-litigation stage, the dispute may be referred for judicial review.
6.5. The current legislation of Ukraine governs the amount of liability not regulated by this Agreement.
Agreement Enactment. Validity. The Order of Change and Termination
7.1. The Agreement comes into force from the moment the Client makes a payment for the Services and is valid until terminated.
7.2. The Parties have the right to terminate this Agreement unilaterally, in case of non-fulfilment of the terms of the Agreement by one of the Parties and the cases stipulated by the Agreement and the current legislation of Ukraine.
7.3. In the event of early termination of this Agreement at the Client's initiative:
— The Client is obliged to notify the Contractor in writing 15 (fifteen) calendar days before the Agreement termination;
— Send copies of payment documents to the Contractor's address;
— The Contractor does not recalculate the Services cost for the full months of the period used and the refund for the paid but unused period of providing the Services;
— The month in which the Agreement was suspended is also considered to be the full month of the service period used;
— The amount of the cost of the services provided is recalculated in accordance with the current tariffs as of the date of termination of the Agreement.
7.4. Changes (additions) to this Agreement, changes in the procedure, scope and conditions of providing the Services shall be made by the Contractor unilaterally. All amendments (additions) made by the Contractor to this Agreement shall enter into force and become binding on the Client from the moment of their publication on the KWIZbot website. The Contractor shall notify the Client thirty (30) days prior to the introduction of new provisions of the Agreement by sending a message to the e-mail address of the Client. If the Client does not agree with the changes made to this Agreement, the Contractor shall have the right to terminate it in accordance with the procedure established in this Agreement. All annexes, amendments and additions to this Agreement shall form an integral part thereof.
8.1. By concluding this Agreement, the Client, being a private person, confirms their consent, that the Contractor will receive and process the personal data of the Client to fulfil the terms of this Agreement.