Valid under the terms of a public offer<\/span><\/i>\r\n\r\n \r\nLast updated: March 01, 2024<\/i><\/b><\/p>\r\n \r\n\r\nThis Public Agreement is an offer (interpreted in accordance with the provisions of Articles 633, 641 of the Civil Code of Ukraine (hereinafter – \u201c<\/span><\/i> GKU<\/i><\/b>“) and operates on the terms of accession (within the meaning of Article 634 of the Civil Code). It is addressed to all individuals and legal entities who wish to gain access to the DevBase system.<\/span><\/i>\r\n\r\nAcceptance<\/i><\/b>of this offer<\/span><\/i> there is a payment for services for access to the DevBase system, based on an invoice containing a link to this agreement, which is considered acceptance of the offer (according to Article 634 of the Civil Code) and is equivalent to the conclusion of an agreement on the terms specified in this document.<\/i> <\/b>\r\n\r\nThe presence of a public contract does not restrict persons from the right to conclude a separate contract with the Contractor.<\/span><\/i>\r\n\r\n \r\n\r\nIndividual entrepreneur indicated in the invoice for payment <\/span><\/i> (hereinafter referred to as the \u201cContractor\u201d), guided by current legislation, invites individuals and legal entities (hereinafter referred to as the \u201cCustomer\u201d) to enter into this Public Agreement on the following terms:<\/span>\r\n\r\n \r\n\r\n \t- <\/b> \u00a0 \u00a0 \u00a0 <\/span> DEFINITION<\/b><\/li>\r\n<\/ol>\r\n
\r\n \t- Access to the system<\/b> \u2013 a set of works for installing the Software , its deployment and configuration.<\/span><\/li>\r\n \t
- Software<\/b>is a set of programs (both as a whole and their components), with the general name \u201cDevBase\u201d, as well as any -what is the documentation for its use when accessing the specified system.<\/span><\/li>\r\n \t
- Programs <\/b>(in the understanding of this agreement) is a set of instructions in the form of words, numbers, codes, diagrams, symbols or in any other form , expressed in a form suitable for reading by a computer, driving it to achieve a specific goal or result.<\/span><\/li>\r\n \t
- Public offer<\/b> – an offer by the Contractor addressed to any person (individual or legal) to conclude this Agreement with him.<\/span><\/li>\r\n \t
- Customer<\/b> – an individual or legal entity\/individual entrepreneur who, under the terms of this Public Agreement, orders, pays for Services under this Agreement and bears full responsibility for its compliance with the terms of the Public Agreement and the implementation of the Public Agreement by its Authorized User. The Customer may act as a User of the Services or act in the interests of the User of the Services if he has the appropriate authority to do so in accordance with the law or the Public Agreement.<\/span><\/li>\r\n \t
- Authorized User<\/b> \u2013 an individual who, under the terms of this Public Agreement, is authorized by the Customer to use the Software paid for by the Customer under this Public Agreement, and to which the Customer has provided a login identifier (login and password), regardless of whether the Authorized User is actively using the Software or not. The Customer is solely responsible for the actions of its authorized users.<\/span><\/li>\r\n \t
- Acceptance<\/b>\u2013 the Customer\u2019s full and unconditional consent to conclude this Public Agreement.<\/span><\/li>\r\n \t
- License to use the Software\/System Access<\/b> – permission granting a non-exclusive proprietary right to use the Software within the framework of the rights and restrictions described in End User Licenses (EULA) are available at End User License (EULA)<\/a><\/span> defines the terms of its use.<\/span><\/li>\r\n \t
- Technical support<\/b> – a list of services provided by the Contractor within the limits and volumes agreed upon by the Parties to ensure correction of errors in the Software, including information and consulting support Customer regarding the use of the Software.<\/span><\/li>\r\n<\/ul>\r\n \r\n
\r\n \t- Executor’s website<\/b> – https:\/\/devbase.pro\/<\/a><\/span><\/li>\r\n<\/ul>\r\n \r\n
\r\n \t- <\/b> \u00a0 \u00a0 \u00a0 <\/span> SUBJECT OF THE PUBLIC AGREEMENT<\/b><\/li>\r\n<\/ol>\r\n
\r\n \t- 2.1.<\/span> \u00a0 <\/span> In the manner and under the conditions determined by this Public Agreement, the Contractor, including with the involvement of third parties, grants the Customer (1) a non-exclusive license to use the Software; (2) services for access to the DevBase system in the form of an Internet site; (3) filling and setting up the \u201cDevBase\u201d system (without territory restrictions in the manner and on the terms provided for by the current legislation of Ukraine and this Agreement) (hereinafter referred to as each separately or collectively \u201c<\/span>Services<\/b> “), and the Customer undertakes to accept the Services provided, use (without the right to provide access to third parties) them for their functional purpose and timely pay the Contractor the cost of the Services provided.<\/span> <\/ li><\/li>\r\n \t
- 2.2.<\/span> \u00a0 <\/span> This Agreement is mixed within the meaning of Art. 628 of the Civil Code of Ukraine and includes elements of a license agreement and a service agreement.<\/span><\/li>\r\n \t
- 2.3.<\/span> \u00a0 <\/span> Under this Public Agreement, moral rights to the Software are not transferred. The Customer is granted a non-exclusive property right to use the Software, within the time limits determined by the Parties.<\/span><\/li>\r\n \t
- 2.4.<\/span> \u00a0 <\/span> Other rights not expressly provided for in this Agreement and the EULA are not transferred. The operating algorithms of the Software are a trade secret of the Contractor. Any use thereof or use of the Software in violation of the terms of the Public Agreement and\/or EULA is considered a violation of the Contractor\u2019s rights and is sufficient grounds for depriving the Customer of the rights granted under this Agreement.<\/span><\/li>\r\n \t
- 2.5.<\/span> \u00a0 <\/span> Services for technical support of the Software are not included in the subject of this Agreement, except in cases where a technical failure occurred on the part of the Contractor.<\/span><\/li>\r\n \t
- 2.6.<\/span> \u00a0 <\/span> All information of the Customer, which he stores and processes in the Software, is the property of the Customer.<\/span><\/li>\r\n<\/ul>\r\n \r\n
\r\n \t- <\/b> \u00a0 \u00a0 \u00a0 <\/span> PROCEDURE FOR CONCLUSION OF A PUBLIC AGREEMENT<\/b><\/li>\r\n<\/ol>\r\n
\r\n \t- 3.1.<\/span> \u00a0 <\/span> The terms of the Public Agreement are the same for everyone.<\/span><\/li>\r\n \t
- 3.2.<\/span> \u00a0 <\/span> The Customer is obliged to familiarize himself with the terms of this Public Agreement before paying and starting to use the Services by him or the User.<\/span><\/li>\r\n \t
- 3.3.<\/span> \u00a0 <\/span> The Customer who (and) paid for the Services and\/or (ii) received a login ID (login and password)<\/span> system <\/span> “DevBase”;<\/b> (iii) has performed other conclusive actions, is considered to have accepted the Public Agreement and agrees to all the terms of this Public Agreement.<\/span><\/li>\r\n \t
- 3.4.<\/span> \u00a0 <\/span> To avoid any doubt, the Customer, by accepting the Public Agreement, agrees with the terms of provision of Services by the Contractor, with the quality of the Software and the terms of use of the DevBase system, defined in the <\/span>EULA<\/b>.<\/span><\/li>\r\n \t
- 3.5.<\/span> \u00a0 <\/span> Assignment (transfer) of the Customer’s rights under the Public Agreement without the written consent of the Contractor is not permitted.<\/span><\/li>\r\n<\/ul>\r\n \r\n\r\n \r\n
\r\n \t- <\/b> \u00a0 \u00a0 \u00a0 <\/span> COST OF SERVICES AND PAYMENT PROCEDURE<\/b><\/li>\r\n<\/ol>\r\n
\r\n \t- 4.1.<\/span> \u00a0 <\/span> The cost of access to the DevBase system (both as a whole and to its components) is determined based on the number of Authorized Users and the period of use of the Software in accordance with the current prices of the Contractor. The Customer pays the Contractor the cost of the Services in accordance with the terms of the Agreement and Appendices to this Public Agreement on the basis of invoices issued by the Contractor.<\/span><\/li>\r\n \t
- 4.2. <\/span> The cost of the Contractor’s Services is determined as follows: (1) a non-exclusive license to use the software for one authorized user is 50.00 (fifty) US dollars<\/span> monthly<\/span> (subject to the requirements of clause 4.6 of this Public Agreement); (2) filling and setting up the DevBase system (in accordance with Appendix 2 of the EULA) costs 1000.00 (one thousand) US dollars (taking into account the requirements of clause 4.6 of this Public Agreement). The cost of services may differ due to the Parties agreeing on a different amount reflected in the relevant invoice and act.<\/span><\/li>\r\n \t
- 4.3. <\/span> The Customer undertakes to pay the amount indicated in the relevant invoice no later than within 10 (ten) days from the date of invoice. Otherwise, the account is considered invalid. Services are provided on the basis of advance payment. Payment date – the date the funds are credited to the Contractor’s account.<\/span><\/li>\r\n \t
- 4.4. <\/span> When new Software options appear, beyond those that were determined by the conditions on the day the Customer purchased the Services. The Contractor, at its discretion, has the right to change the cost of the Services and additional payment for using the updated functionality; the Customer, in turn, has the right to disagree and terminate the contract.<\/span><\/li>\r\n \t
- 4.5. <\/span> When making payment, the Customer is obliged to indicate in the payment document the account number issued by the Contractor, which will allow identification of the paid Services.<\/span><\/li>\r\n \t
- 4.6. The cost of the Services is set in US dollars. All payments under the Public Agreement are made in the national currency of Ukraine (according to the exchange rate for the sale of hryvnia to the US dollar to Privatbank Bank on the date of invoice, posted on the Internet resource page https:\/\/minfin.com.ua\/company\/privatbank\/currency\/) by non-cash payments. The Customer pays all bank and\/or payment commissions independently.<\/span><\/li>\r\n \t
- 4.7. <\/span> The Parties agreed that the cost of the Services within the limits of continuous use (in the absence of disconnections due to late payment) is fixed and can be changed solely with the consent of the Parties, except in cases , defined in clause 4.4 of the Public Agreement. The change in the cost of services comes into force from the moment it is formalized by the Additional Agreement of the Parties.<\/span><\/li>\r\n \t
- 4.8. <\/span> In the event of termination of the Public Agreement at the initiative of the Customer in the manner prescribed by this Public Agreement, the Customer has the right to submit a letter of appeal for the return of the unused amount (the balance of funds for paid periods in future, counting from the next month following the date of termination). In this case, the Contractor returns the amount unused by the Customer within 10 (ten) working days to the Customer\u2019s bank account specified in the application. To avoid any doubt, the Customer understands that in the event of (1) actual non-use by the Customer and\/or User of the Services under a public contract; (2) due to reluctance to use the paid Services in the future; (3) in the absence of a letter of termination of the Agreement or a corresponding additional agreement and a letter of request for the return of the unused amount, the Services will be considered provided properly and in full.<\/span><\/li>\r\n<\/ul>\r\n \r\n
\r\n \t- <\/b> \u00a0 \u00a0 \u00a0 <\/span> SEPARATE TERMS OF SERVICE<\/b><\/li>\r\n<\/ol>\r\n
\r\n \t- 5.1.<\/span> \u00a0 <\/span> The terms of use of the Software are defined in the EULA.<\/span><\/li>\r\n \t
- 5.2.<\/span> \u00a0 <\/span> After receiving payment, the Contractor undertakes to customize the Software to the Customer\u2019s needs and provide the Customer with a login identifier (login and password) within 3 (three) business days. The Contractor stops providing the Services (taking into account the system activation time, which will be equal to the deactivation time) on the last day of the paid period.<\/span><\/li>\r\n \t
- 5.3.<\/span> \u00a0 <\/span> If the Contractor has not started providing the Services within the agreed time frame, the Customer has the right to refuse the services, notifying the Contractor in writing, and the Contractor is obliged to return the received advance payment under the terms of clause 4.8 of the Public Agreement.<\/span> <\/ li><\/li>\r\n \t
- 5.4.<\/span> \u00a0 <\/span> The Customer checks and tests the Services within 3 (three) working days from the beginning of their provision to ensure that there are no complaints or comments. In the future, the Customer accepts access to the DevBase system as the final option. If the Customer does not inspect, test and\/or does not notify the Contractor of the claims, the Customer is deemed to have no claims and the Services are considered accepted and properly provided.<\/span><\/li>\r\n \t
- 5.5. The Customer pre-selects the composition of services offered by the Contractor.<\/span><\/li>\r\n \t
- 5.6. The documents certifying the provision of services by the Contractor are the act of provision of Services. The Contractor, within 10 (ten) working days from the date of provision of the Services (activation of the Software and Access Services), sends to the Customer a certificate of services provided in 2 copies. The Customer is obliged to sign it within 10 (ten) working days from the date of receipt of the Certificate and send one copy of the Certificate of Services provided to the Contractor or send his objections to the Contractor if the services do not comply with the terms of this Agreement or the documents provided for in this Agreement have not been added. The contractor corrects the deficiencies and resubmits the documents. If the Certificate of Services provided or motivated objections in writing are not provided to the Contractor within 10 (ten) working days, then the certificate signed by the Contractor is considered signed by both parties, and the Services are properly provided.<\/span><\/li>\r\n<\/ul>\r\n \r\n\r\n \r\n
\r\n \t- <\/b> \u00a0 \u00a0 \u00a0 <\/span> RIGHTS AND OBLIGATIONS OF THE PARTIES<\/b><\/li>\r\n<\/ol>\r\n
\r\n \t- 6.1. <\/span>Responsibilities of the Contractor<\/span>:<\/span><\/li>\r\n \t
- 6.1.1.<\/span> The Contractor undertakes to provide the Services provided in a timely and high-quality manner, in full this Agreement in the manner and on the terms specified in this Agreement.<\/span><\/li>\r\n \t
- 6.1.2.<\/span> Comply with the requirements of the legislation that applies, as well as comply with all necessary and reasonable steps to ensure that the Services are provided with due diligence and in accordance with professional standards to the satisfaction of the Customer.<\/span><\/li>\r\n \t
- 6.1.3.<\/span> Implement measures to protect the data of the Customer and Authorized Users stored in the Software . Maintain the Customer’s trade secret, which became known to the Contractor during the execution of this Agreement.<\/span><\/li>\r\n \t
- 6.1.4.<\/span> Issue appropriate invoices at the Customer\u2019s request. Form and provide the Customer with a Certificate of Services Rendered<\/span><\/li>\r\n<\/ul>\r\n \r\n
\r\n \t- 6.2. <\/span>The Contractor has the right<\/span>:<\/span><\/li>\r\n \t
- 6.2.1.<\/span> Independently create elements of the Software <\/span><\/b>determine the composition and functionality of the proposed Service. Change components of the Service for each individual Customer and\/or User<\/span><\/span><\/li>\r\n \t
- 6.2.2.<\/span> Obtain, if necessary, appropriate explanations from Authorized Users who have been granted Customer access.<\/span><\/span><\/li>\r\n \t
- 6.2.3.<\/span> Reduce the volume of Services, suspend the provision of Services to the User or terminate the Agreement unilaterally in the event of violation by the User and\/or Customer of the terms of this Public Agreement and\/or EULA or the legislation of Ukraine.<\/span><\/span><\/li>\r\n \t
- 6.2.4.<\/span> Refuse the Customer to provide the Services and\/or terminate the contract unilaterally if the Customer has a debt or lacks the technical ability to provide access to the Service.<\/span><\/span><\/li>\r\n \t
- 6.2.5.<\/span> Improve the Service. Use those acquired in the process of fulfilling this Public Agreement for use and presentation to potential clients through the Website or otherwise.<\/span><\/span><\/li>\r\n \t
- 6.2.6.<\/span> Involve third parties to fulfill the Public Agreement without prior consent from the Customer. Appoint persons responsible for the proper fulfillment of obligations under this Agreement.<\/span><\/span><\/li>\r\n \t
- 6.2.7.<\/span> Make changes to this Agreement by posting a new version of the Public Agreement on the Site.<\/span><\/span><\/li>\r\n \t
- 6.2.8.<\/span> Change the cost of the Services by notifying the Customer in advance (one calendar month) and\/or by posting relevant information on the Site.<\/span><\/span><\/li>\r\n<\/ul>\r\n \r\n
\r\n \t- 6.3. In order to properly fulfill the terms of this Public Agreement<\/span>The Customer undertakes<\/span>:<\/span><\/li>\r\n \t
- 6.3.1.<\/span> Comply with the terms of the Public Agreement, EULA and additional instructions of the Contractor.<\/span><\/li>\r\n \t