Terms of Service

Last updated: May 3, 2023

These Terms of Service defines the legal relationships between the Limited Liability Company “Yaware” and Users of the Yaware Website, Software products, and Services. 

By using the Website and/or the Service, you irrevocably agree that such use is subject to these ToS. If you are entering into these ToS on behalf of an entity, you represent that you have the authority to bind such entity, its affiliates, and all users who access our Services through your Account to these ToS.

If you do not agree to these ToS, you may not use the Website or the Service. Violation of any of the terms below may result in the termination of your Yaware Account.

Definitions: 

1) “Service” means Yaware Software Products and Services, namely, Yaware.TimeTracker, Yaware.TimeWatcher, Yaware.TimeManager Basic, Yaware.TimeManager Full, etc. due to the ToS and the End-User License Agreement of the Yaware.  

2) “Website” means Yaware website at the following link: https://yaware.com/ . 

3) “Account” means Yaware Account registered by the Yaware User according to the para 2.4. of these ToS.

4) “You” (your, yours, etc.) or “User” means the visitor of the Website, the applicant for the Yaware Service, the user of the Yaware Service.  

5) “We” (us, our, etc.) or “Yaware” means the Limited Liability Company “Yaware”.   

6) “Yaware trademarks” means “Yaware”, “yaware.com” and Yaware logos and such other names, logos, trade names, trademarks, service marks, trade dress, design marks, brands, copyrights in any designs and other copyrightable subject matter of Yaware.

7) “ToS” means Terms of Service at the following link: https://yaware.com/terms-service/ .

8) “Workplace” means the final equipment (e.g., the laptop, the personal computer, etc.) on which Software products shall be installed.  

9) “Information Data” means textual, graphical, audio, video or mixed information materials, created by the Yaware Software products during usage or not usage of the Workplace by the User. The Information Data will then be transferred to Yaware hardware and software systems for processing, storage and playback using an Account (if otherwise is not agreed between the parties). 

10) “Authorization data” means data (namely, login and password), which are used to access the Account and to the Service and are recognized as analogous to Your personal signature. 

11) “Data Retention Period” means the period during which Information Data is available for viewing or retrieval by any other means (exporting data to a file, uploading via API, etc.) to You as an end User. The maximum value of the Data Retention Period is limited to the tariff plan you have chosen. At the same time, you can reduce the Data Retention Period according to Your needs. 

12) “Log file” means  a file with service and statistical information with records in chronological order of events that occur in the Software product, and such a file may partially contain Information Data and  data regarding User, but only those that have already been sent to the server during normal operation of the Software product. 

1. GENERAL TERMS

1.1. Acceptance of ToS. 

1.1.1.This ToS is a legally binding public agreement between You and Yaware. You can always read the terms of the latest version of the ToS at the current address: https://yaware.com/terms-service/ . 

1.1.2. You must read, agree with, and accept all of the terms and conditions contained in the Yaware ToS, the EULA, and the Privacy Policy before you become a Yaware User (register a Yaware Account). 

1.1.3. The full acceptance of the terms of this ToS is the fact of User’s registration on the Website or User’s payment for the Service and receiving from Yaware the corresponding financial document, confirming the fact of this payment. 

1.1.4. The failure of Yaware to exercise or enforce any right or provision of the ToS shall not constitute a waiver of such right or provision. The ToS incorporate the entire agreement between you and Yaware and govern your use of the Service, superseding any prior agreements between you and Yaware (including, but not limited to, any prior versions of the ToS).  

1.1.5. You may not assign your Yaware user’s rights or obligations under these ToS without Yaware’s prior express written consent.  

1.1.6. If Yaware assets become the property of or under the control of another company, Yaware may assign this company the rights and obligations set forth in this ToS without prior notice to the User. Moreover, Yaware in its sole discretion, shall have the right to assign, in full or in part, its rights and obligations under this ToS to any affiliate of Yaware or to any successor or assignee of Yaware resulting from any merger, acquisition, consolidation or reorganization, etc. or to another legal entity which shall acquire all or part of the business and (or) assets of Yaware.   

1.1.7. Should a provision of these ToS be invalid or become invalid then the legal effect of the other provisions shall be unaffected. A valid provision is deemed to have been agreed which comes closest to what the parties intended commercially and shall replace the invalid provision. The same shall apply to any omissions.

1.2. Modification of ToS. 

1.2.1. Yaware may modify any of the terms and conditions of this ToS at any time and at its own discretion (for example, in connection with the expansion or modification of the functions of the Service, etc.). We will notify You of ToS changes by sending a notice to your email address, or by posting a change notice on the Website, or by posting the new version of the ToS on the Website. All changes made to the ToS will be available as a new version of the ToS. In any case, by using the Service, You confirm your consent with the ToS in the current version at the time of your use of the Service.

1.3. Copyright and Content Ownership.  

1.3.1. We claim no intellectual property rights over the Information Data you provide to the Service.    

1.3.2. The look and feel of the Service is © 2009-2023 Yaware. All rights reserved. You agree that the Yaware Content (including this text and also containing software, music, soundtracks, photos, video, graphs and other materials, displayed on this Yaware Website as the sponsorship information or other information presented to You) is protected by the copyright law, trademark and service mark law, patents and other laws and ownership rights. You may not duplicate, copy, or reuse any portion of Yaware Content or Yaware Website (for example, the HTML/CSS, Javascript, or visual design elements or concepts of the Website, etc.) without written permission from Yaware.  

1.3.3. You recognize Yaware’s right, title, and interest in and to all Yaware trademarks used by Yaware and agree not to engage in any activities or commit any acts, directly or indirectly, that may contest, dispute, or otherwise impair Yaware’s right, title, and interest therein, nor shall you cause diminishment of value of Yaware trademarks through any act or representation. Yaware forbids to use any of Yaware trademarks as the link to another website, unless this link was previously approved by Yaware in writing. 

1.3.4.  During the term of this ToS, we have a mutual right to use the logos of the companies that have concluded this ToS, in electronic or printed form. The mutual use of logos allows You, partners and suppliers to learn about our business relationships, emphasizing our desire to increase business efficiency and commitment to the latest technologies. 

1.3.5. Yaware shall own all worldwide rights, titles, and interests (including copyright and other proprietary or intellectual property rights) in and to the Code Content of the Yaware Service.  

1.3.6. You understand and agree that Yaware Service is proprietary software and is delivered as a SaaS (Software as a Service) model only. Yaware Service may not be transferred, altered, copied or duplicated in any way or for any reason and may only be used by you if you pay for Yaware Service usage according to these ToS.

2. SERVICE SPECIFIC TERMS

2.1. Acceptance of Service. Limitations of Warranties and Liability.  

2.1.1. Before any and every use of the Service, You must ensure the legality and correctness of all your actions.

2.1.2. We reserve the right, but not the obligation, to verify the correctness, authority and legality of your use of the Service. Upon reasonable notice from Yaware to the User of Yaware Service, the User will provide Yaware or its agents access to, from time to time, user's facilities, records, Account in order for Yaware to determine whether the User is in compliance with the provisions of these ToS, provided, however, such audit or inspection shall be exercised so as not to unreasonably interfere with User’s business. If such inspection discovers a material breach of these ToS by the User of Yaware Service, then the User shall pay the reasonable cost of the audit and inspection.

2.1.3. We do not undertake any obligation to check, change and control any Information Data that You may access through the Service. We do not guarantee the accuracy of such Information Data, their legality, quality and compliance with specific requests and needs.

2.1.4. We reserve the right to refuse the User to receive, process, store and reproduce the Information Data within the Service from a particular Workplace or in respect of a particular individual without explaining the reasons for such refusal.

2.1.5. The availability of access to the Information Data through the Service does not mean that we recognize such Information Data as due to the current legislation or the terms of this ToS, or with other related agreements. 

2.1.6. You understand that by using the Service, You may gain access to obscene, offensive or illegal information material in your country or in any other country, and that such material may not be properly labeled and reported. In this regard, You agree that You use the Service at your own risk and that Yaware and its licensors, their subsidiaries, contractors, representatives and agents are not responsible to You for informational materials, the content of which You may count illegal, offensive, obscene or undesirable.

2.1.7. Yaware is not liable for any consequences arising from the use or non-use or inability to use the Service, and any data that is output, processed and reproduced by the Service. Yaware does not reimburse any damages, including lost profits, which have arisen as a result of such consequences. All liability for such actions, omissions and their consequences lies with the User.

2.1.8. We do not guarantee the availability and / or legality of the Service in all or certain countries. We do not guarantee the availability of the Service in all or certain language versions.

2.1.9. In the event that You violate this ToS or other agreements concluded between Yaware and User, then Yaware  has the right to deny You the Service without prior notice, block or restrict access to your Account and Information Data, or delete your Account and Information Data.

2.1.10. The results of using the Account and all actions performed in the Service using your Authorization data are considered to have been performed by You. We are not liable for the results of authorized or unauthorized use of your data and your Account by third parties. 

2.1.11. With the Service You may access software, services, websites of third parties that are not owned or controlled by Yaware. We do not guarantee the availability and correct operation of such software, websites and services, their compliance with the stated subject and your expectations, and Yaware is not liable for this. We are not obligated to provide technical or other support for such software, websites and services. You need to contact their manufacturer or supplier directly to obtain such support. 

2.1.12. The Service is provided on an “as is” and “as available” basis and Yaware disclaims all warranties, express or implied, including but not limited to, implied warranties of merchantability, fitness for a particular purpose, informational content, system integration, enjoyment and non-infringement. We do not exclude that during usage of the Service there may be failures, errors, inconsistencies, but We make reasonable efforts to prevent this from happening. At the same time, You agree that the obligation to eliminate such failures, errors, inconsistencies, as well as the timing of their elimination, is determined by Yaware.

2.1.13. We do not exclude the possibility of incompatibility of the Service with other software that does not belong to Yaware and is installed in your equipment and / or Workplace, and do not guarantee quality interaction and / or parallel operation with such software.

2.1.14. We strive to ensure the smooth operation of the Service, but We do not exclude the possibility of complete or partial loss of the data, which We store. We are not liable for such loss and related direct or indirect damages.

2.1.15. Yaware shall not be liable for any damages or losses incurred by anyone as a result of misunderstanding or nonunderstanding of this ToS, instructions or guidelines on how to use the Service. If You do not fully understand the terms of this ToS, You have the right prior to the Service usage to contact us for the clarifications you need. By creating an Account and / or using the Service and / or accepting the terms of this ToS in another way, You confirm that You understand all the provisions of this ToS and You have received from us all the needed explanations. 

2.1.16. Yaware stores Information Data during the Data Retention Period. You agree that You lose access to the Information Data after the end of the Data Retention Period. Yaware shall not be liable for any damages or losses, including lost profits, arising from your loss of access to the Information Data after the end of the Data Retention Period.

2.1.17. THE MAXIMUM AGGREGATE LIABILITY OF YAWARE FOR ANY CLAIMS ARISING IN CONNECTION WITH THIS TOS WILL NOT EXCEED THE AGGREGATE AMOUNT OF PAYMENTS MADE BY YOU UNDER THIS TOS IN THE ONE-MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO LIABILITY. 

2.1.18. You agree to compensate, protect and not to damage Yaware, its representatives, managers, personnel, freelancers, agents, affiliates, departments, distributors and license owners from and as a result of any court verdict, loss, defects, damage, responsibilities, costs and expenses (including payments for lawyer’s service), that come as a result of any demand, claim, suit or proceeding that was caused by this ToS, the Website or any products and services connected with them. 

2.1.19. You expressly understand and agree that Yaware shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses (even if Yaware has been advised of the possibility of such damages) resulting from: i) the use or the inability to use the Service; ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Service; iii) unauthorized access to or alteration of your transmissions or data; iv) statements or conduct of any third party on the Service.

2.1.20. The User of the Service guarantees that he will not use the Service for the purpose and in a manner, which contradicts the labor legislation and the personal data protection legislation applicable to the User of the Service and his employees. The User of the Service guarantees that he will not use the Service solely for the purpose of automatic decision-making regarding his employees, if such automatic decision-making is prohibited by the legislation applicable to the User of the Service and his employees. The User of the Service is independently liable to his employees and/or state authorities for any violation of labor legislation and personal data protection legislation applicable to the User of the Service and his employees.

2.2. Modification of Service.

2.2.1. Yaware reserves the right to modify or terminate the Service for any reason, without notice at any time.  

2.2.2. You shall not use the Account, or the Service, or the Website with the aim to transfer the following illegal data: unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene, or otherwise objectionable or violates any party’s intellectual property or these ToS.   

2.2.3. Yaware may change the list and scope of the Service's functions, tariff plans and other ToS provision unilaterally. Such changes do not apply to the Services that are already paid by You, but still not used by You.   

2.2.4. Yaware shall not be liable to you or to any third party for any modifications, price change, suspension, or discontinuance of the Service. 

2.3. User Obligations. 

2.3.1. You must not modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service, Yaware as a company, or any other Yaware service or product.   

2.3.2. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, usage of the Service, or access to the Service without written permission from Yaware.   

2.3.3. You must not upload, post, host, or transmit unsolicited e-mail, SMS, or “spam” messages through or to the Service, or on the Website.   

2.3.4. You must not transmit any worms or viruses or any code of a destructive nature through the Service or Website. You must not misuse the Website or the Service by knowingly introducing any type of malicious software (namely, “web crawlers”, “web robots”, “back door,” “drop dead device,” “time bomb,” “Trojan horse,” “virus,” “worm,” “spyware”, or “adware”, or other code which is malicious or technologically harmful, as such terms are commonly understood in the software industry) or any other code designed or intended to have, or capable of performing or facilitating, any of the following functions: disrupting, disabling, harming, or otherwise impeding in any manner the operation of, or providing unauthorized access to, the Service, or the Website, or a computer system, or network, or another device on which such code is stored or installed. You must not attempt to gain unauthorized access to the Service, or the Website, or the server on which the Website is stored, or any server, computer, or database connected to the Website or the Service. You must not attack the Website via a denial-of-service attack or a distributed denial-of-service attack. In the event of such a breach, your right to use the Website will cease immediately. We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses, or other malicious software that may infect your computer equipment, computer programs, data, or other proprietary material due to your use of the Website or the Service, or to your downloading of any material posted on the Website, or on any website linked to the Website.   

2.3.5. If you become aware of any issues with the Service that result in the improper functioning of the Service, you are bound to inform Yaware instantly. If no such notice is provided, the Service cannot be held responsible for the due consequences.   

2.3.6. Yaware guarantees the highest Service security standards, therefore you are obliged to follow the highest level of security and control of any third parties or hostile software on your part. Any kind of observance of the rules will result in our inability to provide high-level service, for which Yaware shall not be held responsible.  

2.3.7. You shall not perform the following actions when using the Service or the Website, because your performance of any of the following actions is a violation of this ToS:

1) Receiving, processing, storing or disseminating through the Service any information data that: violates applicable law; infringe anyone's intellectual property rights; violate the rights and legitimate interests of third parties (including photos or videos, the main object of which is a person, if this person did not consent to the placement of a photo or video with his participation); contain materials of erotic, pornographic or offensive nature; contribute to incitement to religious, racial or ethnic hatred; contain computer viruses or malicious software (or links to them) that can interrupt or disrupt the normal functionality of any person's computer hardware or software or telecommunications.  

2) Attempt to violate or violation of the terms of the EULA for the usage of the Software product.

3) Integration of Service functions into third-party sites and services, except when such integration is expressly permitted by Yaware.  

4) Taking actions aimed at misleading Yaware and / or other users of the Service. 

5) Committing acts that violate the rights, freedoms, honor and dignity of any person. 

6) Account registration on behalf of or instead of another person.

7) Allowing to use the Account and / or Authorization data of the Account to third parties. 

8) Illegal collection, systematization, storage or dissemination of personal information. 

9) Attempt to obtain or gain access to the Account of another user of the Service in any way, including, but not limited to, by deception, abuse of trust, selection of Authorization data;

10) Attempt to obtain or obtaining of unauthorized access to hardware (including virtualization systems), Service software or software code. 

2.3.8. You shall not use the Service in any manner, which is not permitted by this ToS or is inconsistent with this ToS. 

2.3.9. You agree to use the Service in accordance with applicable law, including the laws of the country or region in which you reside or in which you use the Service.

2.4. Account Terms

2.4.1. To access the personalized functions of the Service, You need to register in the Service – create an Account, providing Yaware with complete and accurate information about yourself. In order to get access to some chapters of the online Service, you need to register, providing some information about yourself (your company). You will be offered to choose login and password after the registration. You give your consent to provide true and accurate information during the registration, by filling in questionnaires or on email request from Yaware team. You are also responsible for providing accurate information about yourself (your company). If you provide the inaccurate, wrong and partially true information, Yaware preserves the right to suspend or terminate your access to some options or the whole Service.

2.4.2. The use of the main functions of the Service – accounting and analysis of working time of users, is carried out using Software products that shall be installed on the Workplace. The operation of such Software products is inextricably linked with the Yaware Service. You may not use the Software products by refusing to use the Service.

2.4.3. When registering a new Account you are bound to meet the following terms:

1) You must be legally adult (at the age of majority) or older to use the Website; 

2) You must be a human. Accounts registered by “bots” or other automated methods are not permitted; 

3) You must provide your legal full name, a valid email address, and any other information requested in order to complete the signup process and provide all the necessary details to the support center;

4) You are responsible for maintaining the security of your Account and the accompanying password (the “Password”). Yaware cannot and will not be liable for any loss or damage from your failure to comply with this security obligation;

5) You are responsible for all the Data posted and activity that occurs under your Account;

6) You may not use your Account for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws). 

2.4.4. Verbal, physical, written, or other abuse (including threats of abuse or retribution) of any Yaware customer, employee, member, or officer will result in immediate Account termination.

2.4.5. Yaware, in its sole discretion, has the right to suspend or terminate your Account and refuse any and all current or future use of the Service, or any other Yaware service, for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your Account or your access to the Account, and the forfeiture and relinquishment of all Content in your Account. Yaware reserves the right to refuse Service to anyone for any reason at any time. 

2.4.6. By registering an Account at Yaware Website, you agree to occasionally receive newsletters, updates, information, and notices, etc. with information that we deem to be of interest to the authorized users of Yaware. If you do not want to receive newsletters and updates, you may unsubscribe at any time based on your wish.

2.5. Paid Functions of Service.

2.5.1. Paid functions of the Yaware Service are provided to You only on the terms of full prepayment according to the current tariff plan. Some tariff plans of the Service may also be provided free of charge, but with certain functional and / or temporary restrictions on their use (period of acquaintance). The current tariff plans can be found here: https://yaware.com/pricing/ .

2.5.2. After You form an order for the paid Service you need with the help of the Service, you will receive an invoice for payment. If You have not paid the bill for a long time, such a bill may be canceled. 

2.5.3. The bill can be paid only in those ways and by means of those payment systems which We accept for payment.

2.5.4. Using payment systems during payment for the bill, You must follow the instructions and guidelines published on the websites of these systems. The correctness of the payment procedure is beyond Yaware’s area of ​​responsibility and competence.

2.5.5. All costs associated with the payment of the bill (including, but not limited to, fees, commissions, taxes, etc.) shall be paid by You.

2.5.6. Paid Service is provided to the User who ordered it, regardless of who paid for it.

2.5.7. At the end of the paid period, as well as if You violate the terms of this ToS and / or the applicable law, the provision of Service to You will be suspended by blocking access to the Account. You will receive an email notifying You of such restrictions and, if possible, the conditions under which access to your Account will be restored.

2.5.8. If You do not use the Service (You do not need it, the impossibility of Service usage due to technical or other problems on User’s part) the cost of the already paid Service is not refundable. If your Account is blocked in connection with a breach of this ToS, the refund of the cost of paid but not provided Service is at Yaware’s discretion.

2.5.9. If during the paid subscription period for the Service you need to add a new number of Workplaces, then Yaware will give You the bill for the period remaining from the date of adding a new number of Workplaces until the end of the paid subscription period for the Service.

2.5.10. If during the paid subscription period for the Service the number of Workplaces has decreased, then Yaware may recalculate the licenses for the future (not yet used) paid subscription period for the Service. Such licenses may be recalculated only by prior agreement between You and the Yaware account manager, and only from the date of your request (ie the Yaware account manager cannot recalculate unused licenses retrospectively).

2.6. Terms of Technical Support.  

2.6.1. Yaware provides Technical support (hereinafter the “Technical support”) on business days only from Monday till Friday (excluding National Holidays and weekends) during business hours, namely: from 9:00 till 18:00 Kyiv time (UTC + 2), via chat, phone, or e-mail, which are listed on the Website.

2.6.2. On weekdays during business hours the approximate response time of Technical support is:

2.6.3. All requests from Users after weekends or holidays are processed by Yaware Technical Support in a queue until approximately 15:00 on the next business day after weekends or holidays.

2.6.4. Technical support additionally informs the User of the approximate time for resolving the technical request, depending on the type and complexity of such a technical request.

2.6.5. Technical support does not include making any settings for your Account instead of You or installing the Software product for Your employees on personal computers. 

2.6.6. Requests that are not technical errors, but ideas for improving the Service, will be mentioned in a separate webpage: https://ideas.timetracker.yaware.com/ and considered by our team additionally. However, the parties agree that Yaware at its discretion implements or does not implement such ideas. 

2.6.7. You hereby grant Yaware a perpetual, irrevocable, worldwide license to use any Feedback (as defined below) you communicate to Yaware, without compensation, without any obligation to report on such use, and without any other restriction. Yaware’s rights granted in the previous sentence include, without limitation, the right to exploit Feedback in any and every way, as well as the right to grant sublicenses under copyright, patent, and any other form of intellectual property. Feedback will not be considered your Confidential Information or trade secret. “Feedback” refers to any suggestion or idea for modifying any of Yaware’s products or services, which is submitted by the User (any of its employees or contractors) via Contact us form (https://yaware.com/contacts/ ), or Ideas page (https://ideas.timetracker.yaware.com/), or via any Yaware emails (e.g. contact@yaware.com , etc.), via chat, or otherwise.  

2.6.8. We cannot make changes to the statistics of Your employees, for example: add, subtract or change the time already worked by the User’s employee. 

2.6.9. The settings made by the Account’s owner are private. Yaware does not respond to requests about which Account settings have been made by any User’s employee, other than the Account’s owner.

2.6.10. Yaware reserves the right to completely stop the Technical support if the User uses abusive language or statements.

2.7. Software Product and Service Confidentiality. 

2.7.1. To the extent that the Service may be used by You to display information received from the Workplace, you may view only the information in respect of which You have been granted the right or permission to view it.

2.7.2. By using the Service, you grant Yaware the right to receive, process and store the Information Data,  collected using the Software product installed on the Workplace, to the extent specified in the terms of  ToS, agreements, permissions, licenses concluded between Yaware and You.

2.7.3. If You believe that the Service contains information that violates your rights, You must notify us of this and provide us with information that confirms this violation. If You provide false information about your rights violation, then You are fully liable for the damage caused by such false information (including any  legal costs, court/arbitration fees and lawyer's fees).

2.7.4. By using the Service, You grant Yaware the right to automatically receive, process and store Log files from the end user's Workplace for technical support of this Software product. 

When You use the Service, We receive some information about You, your actions, as well as the actions of people who use the Workplace. The scope, purposes, procedure for obtaining, storing, processing and disseminating such information are determined by the provisions of the Yaware Privacy Policy (located at: https://yaware.com/privacy-policy/ ). By using the Service, You confirm that You have read and fully agree to the terms of Yaware Privacy Policy.

2.7.5. If during the Service usage You become aware of information concerning Yaware and / or third parties that does not apply there, and which is the personal information, confidential information and / or trade secret due to current applicable legislation, You do not have the right to store, copy, use and distribute such information, and you must delete all copies of such information in your possession.

2.7.6. You understand and agree that any Information Data, which obtained through the Service, in respect of which You have not used the functions to restrict access to them by third parties, may be used without authorization by third parties and that You are solely liable for any resulting consequences.

3. CONFIDENTIALITY. NON-SOLICITATION. NON-COMPETITION.

3.1. “Confidential Information” means Yaware’s non-public proprietary information, technical data, trade secrets, or know-how, including, but not limited to, business plans, research, product plans, products, services, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information disclosed to the other party (“the Recipient”) in connection with the performance of these ToS, which is confidential and valuable information, which Yaware desires to protect against disclosure or competitive use, or which is in written form and designated as “proprietary” or “confidential”, or is disclosed orally and is designated either orally or in writing as being “proprietary” or “confidential”. Obligations of confidentiality with respect to any trade secret shall survive for as long as such Confidential Information is considered a trade secret due to applicable legislation. 

3.2. The Recipient shall treat Yaware’s Confidential Information confidentially and with at least the same degree of care it uses to prevent the disclosure of its own Confidential Information, but in no event less than reasonable care. In addition, the Recipient shall use the Confidential Information of Yaware solely in the performance of its obligations under these ToS and not disclose it, except to authorized employees, or contractors of the Recipient or its affiliates, its legal counsel and its accountants (provided that the Recipient  contractually obligates them to a duty of confidentiality no less restrictive that the duty imposed by this section 3 and remains jointly and severally liable for any breach of confidentiality by them). The Recipient shall promptly notify Yaware of any actual or suspected misuse or unauthorized disclosure of Yaware’s Confidential Information. The Recipient shall not disclose Yaware’s Confidential Information obtained through the contractual relations between the parties (if otherwise is not agreed in writing between the Recipient and Yaware). Notwithstanding the foregoing, the Recipient may disclose Confidential Information as required by applicable law or by proper legal or governmental authority.

3.3. The restrictions on disclosure of Confidential Information shall not apply to information which was: (i) generally available to the public at the time of disclosure, or later available to the public other than through fault of the Recipient; (ii) already known to the Recipient prior to disclosure pursuant to these ToS, as evidenced by contemporaneously maintained written records; or (iii) obtained at any time lawfully from a third-party not bound by any obligation of confidentiality and under circumstances permitting its use or disclosure to others. The burden of proof in establishing that any Confidential Information is subject to any of the foregoing exceptions will be borne by the Recipient. 

3.4. The user shall not solicit Yaware’s employees during the term of the contractual relations between the parties.

3.5. You shall not use Yaware’s Confidential Information (especially trade secrets) obtained through the contractual relations between the parties to provide similar information services to third parties (if otherwise is not agreed in writing between the Recipient and Yaware).   

3.6. After the termination of the contractual relations between the parties, you shall promptly return to Yaware all copies, whether in written, electronic, or other form or media, of the Yaware’s Confidential Information, or destroy all such copies. 

3.7. In consideration of the Yaware‘s Service purchased by the User, the User agrees that Yaware may use the name and logo to identify the User as a customer of Yaware on Yaware‘s Website, and as a part of a general list of Yaware customers for use and reference in Yaware‘s promotional and marketing materials. The User agrees that Yaware may issue a press release identifying the User as a Yaware customer and describing the nature of the Service provided.

4. GOVERNING LAWS. DISPUTE RESOLUTION.  

4.1. These ToS shall be governed by the laws of Ukraine. These ToS shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. 

4.2. Dispute resolution. If not settled by the negotiations, any dispute, controversy or claim arising out of or relating to this ToS, including the conclusion, interpretation, execution, breach, termination or invalidity thereof, shall be settled by the Ukrainian courts according to the Ukrainian legislation.

5. TERMS. TERMINATION. 

5.1. These ToS shall become effective on the date you (1) first use the Website, or (2) you first click “I agree” with this ToS, or (3) first use the Yaware Service, or (4) enter into the Agreement with Yaware, and shall remain in effect until your use of the Yaware Service is terminated due to the ToS or the Agreement.  

5.2. Types of Termination. The ToS may be terminated:

5.2.1. By either party on provision of thirty (30) calendar days written notice to the other party, unless otherwise provided in these ToS or the Agreement between the parties.

5.2.2. By either party for a material breach of any provision of these ToS by the other party, if the other party’s material breach is not cured within ten (10) calendar days of receipt of written notice thereof, unless otherwise provided in these ToS or the Agreement between the parties.  

5.2.3. In other cases provided by these ToS and (or) the Agreement.  

5.3. Upon expiration or earlier termination of these ToS and (or) the Agreement, you shall immediately discontinue use of the Yaware Service. Following the termination of these ToS and (or) the Agreement for any reason, you shall promptly pay Yaware for the Services already rendered by Yaware before the effective date of the expiration or  termination, unless otherwise provided in the Agreement between the parties. 

6. SANCTIONS. ANTI-CORRUPTION. 

6.1. You confirm that you, your legal entity, any of its directors, beneficial owners (1) is not subject to any sanctions imposed by: the National Security and Defense Council of Ukraine, the President of Ukraine, the Verkhovna Rada of Ukraine, or another state body for imposing sanctions in accordance with the legislation of Ukraine, the Security Council of the United Nations, the USA, the European Union, the United Kingdom of Great Britain and Northern Ireland; and (2) does not fall under the Law of Ukraine “On Sanctions”, the Law of Ukraine “On Prevention and Counteraction to Legalization (Laundering) of Proceeds from Crime, Financing of Terrorism and Financing of Proliferation of Weapons of Mass Destruction”, and relevant Decisions of the National Security and Defense Council of Ukraine “On the application, abolition and amendment of personal special economic and other restrictive measures (sanctions)”, other regulations of Ukraine on sanctions; and (3) is not registered in the country or territory that is the subject of sanctions or the government of which is the subject of sanctions (including, but not limited to, the Russian Federation, the Republic of Belarus, the DNR, LNR, Crimea, Myanmar (Burma), Cuba, Iran, Libya, North Korea, Sudan, Syria) (hereinafter referred to as “Sanctions“). If Yaware finds that you are under any of the Sanctions, then Yaware has the right to immediately unilaterally terminate any contractual relations with you by sending an email, without any negative consequences for Yaware.  

6.2. Each party acknowledges that it is aware of, understands and has complied and will comply with, all applicable U.S. and foreign anti-corruption laws, including without limitation, the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act, and similarly applicable to parties anti-corruption and anti-bribery laws (hereinafter referred to as “Anti-Corruption Laws”). Each party agrees that no one acting on its behalf will give, offer, agree or promise to give, or authorize the giving directly or indirectly, of any money or other thing of value, including travel, entertainment, or gifts, to anyone as an unlawful inducement or reward for favorable action or forbearance from action or the exercise of unlawful influence (a) to any governmental official or employee (including employees of government-owned and government-controlled corporations or agencies or public international organizations), (b) to any political party, official of a political party, or candidate, (c) to an intermediary for payment to any of the foregoing, or (d) to any other person or entity in a corrupt or improper effort to obtain or retain business or any commercial advantage, such as receiving a permit or license, or directing business to any person.

If there are any questions regarding these ToS, please contact us.