The owner of the site (hereinafter referred to as the Licensor), publishes this agreement, which is a public offer to both individuals and legal entities (hereinafter referred to as the User)in order to define the basic terms of the relationship between the parties when using the Software exclusively in the territory of the transferred rights.
This Offer is addressed to an indefinite number of persons and is a Public Offer.
This Offer has legal force and is equivalent to the agreement signed by the parties and enters into force from the moment (unconditional acceptance by the User) from the moment of registration at the service,as well as from the start of actual use of the software.
1.1. The following terms and definitions shall apply to this document and to the arising or related relations of the Parties:
- Service / Software (Software) - the software package/product (both as a whole and its components), which is a set of data and commands included in the said Service, as well as all documentation on its use.The service is located at the address on the Internet: www.wayup.cc (hereinafter - Site).
- User - the User of the Service, a person of legal age in accordance with applicable law, in particular, at least 18 years old, who has passed the procedure of registration and verification of the account in the Service. The conclusion of this Agreement by the User is possible only if it guarantees that the User has the corresponding right and sufficient legal capacity, as well as all other rights and powers necessary for the conclusion and execution of this Agreement, according to the requirements of the current legislation.
- Licensor - a person who owns exclusive rights to the Software and the right to grant non-exclusive licenses to third parties within the rights obtained under the main license agreement. None of the provisions of the Offer can be interpreted as a transfer of exclusive rights to the Software to the User.
- Account – a set of secure pages on the Service, which are created during the registration of the User, through which the use of the Software is carried out. Access to the Account is provided by entering the Login and Password.
- Offer / Public offer – a public offer by the Licensor to any person to enter into a sublicense agreement (hereinafter - the Agreement) to provide the software for use, under the existing conditions contained in the Agreement.
- "Acceptance of Offer" - full and unconditional acceptance of the Offer. Acceptance of the Offer implies the Offer Agreement.- Simple non-exclusive license – non-exclusive right to use the Software, without the right to modify or otherwise modify it, without the right to distribute it, reserving for Licensor the right to grant similar licenses to other persons.
- Tariff / Tariff plan - is the amount of the license fee depending on the functionality of the Service selected by the User and the period of its use.
- Validity of the Service - the term determined by the accepted and paid Tariff Plan.
- Equipment / Device – software / hardware used by Licensor, capable of performing (reproducing) the Service.
2.1. In accordance with the terms of this Offer the Licensor grants the User the right to use (simple non-exclusive license) the Software in accordance with the selected Tariff, by providing access to the Software, and the User agrees to pay the license fee in accordance with the terms of the selected Tariff. A person who does not agree with the terms of this Offer and other terms and conditions of the Licensor has no right to register on the Service or use the functionality of the Service and bears all the risks of possible consequences.
2.2. The User is entitled to use the Software on the Internet, where it is permitted for use under the terms and procedure provided for by applicable law and this Agreement, and applies to parties as well as to third parties who are not Software Users, but whose rights and interests may be affected as a result of the Software User's actions.
2.3. Simple non-exclusive license is granted for the paid, according to the selected Tariff, period.
2.4. All provisions of this Agreement apply both to the Software as a whole and to its separate components, which may not be separated and used on different Devices and are not transferable to third parties.
2.5. This agreement, together with all other agreements between the Licensor and the User, contains the entire understanding between the User and the Licensor regarding the subject matter of this agreement. The use of the program is voluntary and anonymous.
2.6. The Licensor grants the right to use the Software and is not responsible for the User's transactions/actions in the Service, even though such transaction may be unprofitable for the User. In this regard, the User confirms their understanding of the subjectivity and high level of risk associated with the instability of the world economy and the factors affecting financial markets.
2.7. The User hereby declares and guarantees that all information provided by the User when creating an account, using the Software, etc. is complete, correct, current and accurate and that he is familiar with the rules and regulations set forth in the Offer and agrees to their terms in full and bears all risks at his expense and under his responsibility, except in cases specified in the Offer.
3.1. The text of this Agreement is a public offer, unconditional acceptance of the terms of this offer is considered the User's registration on the Site by filling out the registration form and expressing consent to the terms of the Agreement by pressing the "I accept the terms of the offer" button "Register" / "Authorize" (or their analogs), placed on the pages of the Site.
3.2. After accepting the terms and conditions of the Offer and pressing the button "I accept the terms and conditions of the Offer" the Offer Agreement shall be deemed concluded and come into force and become binding on the parties from the moment of its conclusion.
3.3. This Agreement, concluded by accepting this offer, does not require bilateral signature and is valid electronically.
3.4. The User may not refer, object or insist on the recognition of the contract not being concluded on the grounds that it is signed (the offer is accepted) by an unauthorized person, if after accepting the offer the User has made at least one payment to the Licensor or used the Licensor's services. User is solely responsible for the use of the Account by third parties and accepts all possible consequences as his own.
3.5. Registration and/or creation of a "Personal account" on the Licensor's website User shall not be deemed acceptance of the Offer.
3.6. Correspondence of the Parties in any form (paper and/or electronic) shall not be deemed Acceptance of the offer and shall not oblige the Parties to perform any legally significant actions. 3.7. User accepts full responsibility for the consequences of using the Program and has no right to claim against Licensor.
4.1. User can start using the software immediately after accepting the Offer.
4.2. Registration on the Service is voluntary and is carried out on the Internet at the web address www.wayup.cc. Registration is considered complete at the moment of filling in the Registration form and acceptance of this document and the declaration of risks. After sending the Registration form to the e-mail address of the User (specified during registration), the User receives a registration notice and a code for further activation of the account.
In the process of completing the Registration Form, information (documents) that must be filled out may be required.
To begin receiving services, the User must do the following:
- perform verification in the system of the Licensor on its official website www.wayup.cc.
- fill in data about yourself in the personal cabinet, specify the address for sending correspondence, including for sending postal items and items in electronic form, fill in details of electronic payment systems and other data.
- pass verification in the personal cabinet by attaching files with a copy of identity card/passport, your photo with identity card/passport in hand (selfies with identity card/passport).4.3. The User is prohibited and nothing in this Agreement shall be construed as granting the User the right:a) change, decompile, disassemble, decrypt and perform other actions with the object code of the Service specified in this Agreement without the written consent of the Licensor;
b) in any way modify the internal security mechanism of the Service. Copying the Service with a knowingly removed or corrupted internal protection mechanism, as well as the use of such Service, is illegal;
c) distribute, make publicly available the Service (as a whole or its parts), the rights to which are transferred under this Agreement, that is, provide direct or indirect access to the Service (or its components), reproduced in any material form and in any way, including, by network or other means, as well as by selling, renting, lending, including importing for any of these purposes, or by providing any kind of services (works) under contracts with third parties with direct or indirect use;
d) perform other actions aimed at obtaining commercial benefits in relations with third parties from the use of the Service;
e) grant sublicenses for any use of the Service or its parts to third parties;
f) make attempts to gain access to the data of other Users;
g) try to mislead the Licensor and bypass the technical limitations of the Service;
h) try to mislead the Licensor and bypass the system requirements.
4.4. Transfer of information between the Licensor's site (system) and the User's system is carried out in the form of electronic messages via the Internet using information security measures, as well as in the form of e-mails to the e-mail addresses specified in the User's personal account.
4.5. The Licensor shall not be liable for delivery and/or non-delivery and/or non-timely delivery and/or incomplete delivery of such messages, as it is not a telecommunications operator and does not provide telematics services, and therefore is not responsible for the actions/inaction of third parties.
5.1. The service is hybrid software written and executed on the User's device, but using a browser.
5.1.1. Service for its work uses available to use software methods to transmit and process information, the provisions and procedures for which are determined by applicable law, the internal rules of sites and rules of working with the software interface.
5.1.2. The operation of the Service depends on the availability, functioning and limitations of the Internet network.
The Licensor is not responsible for problems with the operation of the Service due to technical limitations / changes / problems of the specified Networks.
5.2. The characteristics of the Service, operating procedures and program code may change depending on changes in the law, in the operation of the specified networks, the rules of work with these Networks, changes in the terms and conditions of the Licensor's rules, as well as other circumstances not stipulated by this Agreement.
5.3. The user agrees that cash is not accepted and will not be refunded under any circumstances.
6.1. The cost and list of the Licensor's Services are posted on the Licensor's website www.wayup.cc.The user has the right to pay the Service plan for any foreseeable term.
6.2. Payment for a simple non-exclusive license for the Service under this Agreement is made by wire transfer in full amount according to the selected Fee Schedule.
6.3. Payment for paid opportunities can be made by any of the methods offered and functioning on the Site, including, but not limited to, by transferring funds through payment systems, as well as non-cash payment to the current account, by prior agreement with the Licensor after drawing up the documents necessary for this.
6.4. The site connects paid by the User paid features according to the Tariffs within five working days from the date of receipt of funds to the account of the Licensor.
6.5. In the case of changes in the cost of the Services (changes in the Tariffs) the previously paid (prepaid) Services are provided by the Licensor at the prices that were in effect at the time of payment, i.e. at the prices on the date of receipt of funds to the bank account of the Licensor. 6.6. The Licensor does not use, accept cash and does not exchange it for cash under any circumstances.
6.7. Withdrawal of funds can be made only by the User personally from the account under the terms and conditions stipulated on the Site.
7.1. In order to use the Service, the User must go through the mandatory procedure of registration and authorization of the User in the Service.
7.2. When registering, the User provides his User login as an identifier.
7.3. After completing the mandatory registration procedure, the User becomes the owner of a unique User account, which means that he/she accepts responsibility for all actions performed in the Service on behalf of the User. The User must notify by any available means of any unauthorized access to the Service by third parties without their consent and knowledge, and of any violation of the security of the User's account. In order to ensure the security of work with the Service, the User undertakes to independently terminate the work under their account.
7.4. To start working with the Service, the User must enter his or her identification data and password on the authorization page or perform authorization.
After logging in, the User has the right to get acquainted with the services, namely: to study the functionality of the Service and the data it provides.
7.5. Paid features of the Program are provided to the User in case of acceptance (selection and payment) of the selected Tariff plan and are valid during the paid period of non-exclusive license.
7.6. The Licensor exercises its right of disposal by transferring a non-exclusive license to use the Service when providing paid features to the User. This action is unilateral and permissive with respect to the User and does not require the drawing up of acceptance-transfer acts under the Agreement.7.7. User by signing this Offer, gives his consent to the processing and transfer of his personal data to third parties for the performance of the contract. In order to execute this contract the User authorizes access to the above mentioned personal data for persons directly providing services related to the execution of this contract and related to it other agreements. The User also authorizes the processing and transfer of personal data in cases expressly provided by the internal rules and regulations of the Licensor, while maintaining the maximum protection from negative consequences for the User.
The user consents to Licensor to:
a) transfer of credentials through the Service to an unlimited number of persons, including via the Internet;
b) use of the User's credentials and statistical data to display advertisements;
c) sending information about the services, news of the Licensor and/or the Licensor's partners;
d) provision of personal data to the authorized state authorities, in the case of relevant requests;
7.8. Access to funds withdrawal operations is carried out with the use of personal identification information (login and password). The User understands that the information is subject to confidentiality and the Licensor is not responsible for the unauthorized withdrawal of funds from the account by the User in case of violation of confidentiality by the User.
7.9. The Licensor is not responsible and does not guarantee the receipt by the User of the withdrawn funds, as well as the timing of receipt of the withdrawn funds if the details are specified as other than the personal details of the User, and in other cases not agreed by the parties.
8.1. Licensor does not guarantee that the software of the Service does not contain bugs and/or computer viruses, or foreign code fragments. The Service allows the User to use the Software on an "as is" basis, and to the full extent permitted by applicable law. Licensor makes no warranties or representations, and accepts no additional conditions in connection with the Service.
8.2. The Licensor has the right to unilaterally terminate this agreement, as well as to terminate this agreement by withdrawing the Offer.
8.3. Block and/or delete the User's account and personal account without giving any reasons for such decision without further written or verbal agreement and/or notice in case of violation of the terms of this Agreement.
8.4. The user undertakes to observe and comply with all the requirements of this contract, as well as:
- do not use any of the Licensor's logos, email addresses, website addresses, or mailing addresses without the Licensor's written consent;
- upon first request, but no later than 12 hours after the request, remove information and data, the use of which was previously authorized by Licensor, including: contacts, logo and other information that identifies the Licensor;
- not to use, without a written and/or license agreement, the logos, email addresses, postal addresses, telephone numbers and any other identifying features of organizations, individual entrepreneurs, individuals and/or legal entities to which the above logos, insignia, addresses, telephone numbers, names and any other identifying features belong;
- use the results obtained under this offer agreement in accordance withapplicable law;
- not to use the results obtained under the Offer if their use would and/or could lead to a violation of the rights and/or legally protected interests of third parties.
8.5. The Licensor is not responsible for the inability to use the Service for reasons attributable to the User.
8.6. The Licensor shall not be liable for non-performance or improper performance of obligations under the Agreement, as well as possible damage resulting from:
a) unlawful actions of Internet users aimed at disruption of
information security or the normal functioning of the Service;
b) failures in the Service caused by errors in code, computer viruses and other extraneous code fragments in the software of the Service;
c) absence (impossibility to establish, terminate, etc.) of Internet connections between the User's server and the Licensor's server;
d) conducting activities by state bodies, as well as by other organizations within the framework of the System of activities corresponding to their activities;
e) other cases related to the actions (omissions) of Internet users and/or other entities aimed at worsening the general situation with the use of the Internet and/or computer equipment that existed at the time of the conclusion of the Contract.
8.7. The Licensor reserves the right to suspend operation of the Service and access to the Site for preventive maintenance, but is not responsible for the possible consequences.
8.8. The granted right to use the Software can be revoked only by the Licensor, and is not subject to exchange, return by the User to the Licensor for any reason provided and not provided in the Offer and the rules of the Licensor.
9.1. The Licensor provides technical support for the operation of the Service and the User's activities using the Service, including on issues related to the functionality of the Service and the modules provided.
9.2. The User may contact the technical support service of the Service without payment of additional remuneration.
9.3. Licensor does not regulate the time and availability of responses to technical support requests in this Agreement and reserves the right to make decisions of this kind.
9.4. In order to provide technical support for the Service, the Licensor has the right to require the User to provide data regarding the account, technical capabilities of the used equipment, software settings of the used computer systems of the User, but excluding the encrypted account data, such as the password to the Account, unless it can cause real damage to the User.
9.5. The official channel of communication with the technical support is specified at the bottom of the Website in the form of an e-mail address. Licensor does not guarantee fast and timely support, as well as its availability through other communication channels.
10.1. The Service is the result of the intellectual activity of the Licensor. Intellectual rights to the Service are protected by intellectual property laws and the norms of international law, all exclusive rights to the Service, its accompanying materials and any copies thereof belong to the Licensor on the basis of the agreement on granting rights.
10.2. The algorithms of the Service and its source codes, including parts of them, are confidential information. Any use of them or use of the Service in violation of the terms of this Agreement is considered as a violation of the Licensor's rights and is sufficient grounds for withdrawal of the rights granted hereunder, unilateral termination of the Agreement and recovery of all losses incurred.
10.4. Liability for infringement of intellectual rights of the Licensor and other third parties, shall be in accordance with applicable law.
11.1. Licensor is not responsible for the inability to provide the services to the User, as stipulated by the Offer, as well as for the provision of incorrect information due to reasons beyond the control of the Licensor.
11.2. For the services not provided and/or not fully provided and/or not fully provided to the User through the User's fault and/or if the failure to provide, not fully provided, not quality provision of the service was not due to the fault of the Licensor, the money paid (paid) by the User shall not be refunded.
11.3. The Licensor shall not be liable for damages, losses (including real damages and lost profits) caused to the User in case of improper performance by the Licensor of its obligations under this Agreement, if they were caused by the actions and/or inactions of the User or actions/inactions of third parties.
11.4. The User has no right to demand from the Licensor any compensation for moral, material or other damages or losses incurred by the User both during the term of the Agreement and after its termination, except in cases directly provided by the Offer.
11.5. Under no circumstances shall the Licensor have any liability under the Offer Agreement for:
a) circumstances resulting directly or indirectly from the actions/inaction of third parties;
b) harm, losses (including real damage and lost profits) caused to the User and/or third parties, regardless of whether the Licensor could have foreseen the possibility of their occurrence or not;
c) the use (inability to use) and any consequences of the use (inability to use) by the User and/or third parties of the services hereunder received from the Licensor.
11.6. Licensor shall not be liable, whether in contract, tort (including negligence) or otherwise, to Users for any damages or losses (including indirect, consequential, actual), including but not limited to any damage or loss of business income, lost profits, goodwill, damaged or lost data or documentation, incurred by anyone as a result of or in connection with use of the Service, even if Licensor becomes aware of the possibility of such losses.
11.7. In case of non-performance and/or improper performance of the Agreement by one of the Parties, resulting in unfavorable consequences for the other Party, liability shall arise in accordance with the applicable law and the terms specified in this Agreement.
11.8. Licensor is not responsible and the User has no right to claim if the User's expectations about the qualities and capabilities of the Service were not justified, as well as for the possible loss of profits.
The User must independently study all necessary information about the Service before accepting the offer.
11.9. The User, when making payment for the selected tariff plan, is responsible for the authenticity of the provided information about himself, and also confirms that he is familiar with the terms of this Agreement and agrees.
11.10. Notifications and other messages delivered to the User to the e-mail address specified by the User for this purpose, as well as in the Personal Cabinet are considered as delivered to the User personally.
12.1. The parties acknowledge that any information relating to the conclusion of this Agreement, including any appendices and supplements, is a trade secret and undertake to strictly maintain the confidential nature of such information, not disclosing it to third parties without the prior written consent of the other party, except as necessary for the purposes of this Agreement or for disclosure to relevant state authorities in cases determined by law.
12.2. The Licensor has the right to unilaterally amend this Agreement. Changes in the terms and conditions of this Agreement come into force from the date of their publication on the Internet, unless otherwise expressly stipulated in the publication.
12.3. The User's continued use of the Service after changes or additions have been made to this Agreement means the User's full acceptance and consent to such changes or additions.
12.4. If any of the terms of this Sublicense Agreement are deemed unlawful,invalid or in excess of the statutory and subordinate powers, such condition will be enforced to the maximum extent permitted by applicable law, so as to reflect the original intentions of the parties, and such condition will not affect the legality and validity of the other conditions.
12.5. This Offer may be terminated prematurely:
12.5.1. by mutual agreement of the parties;
12.5.2. at the initiative of the Licensee in a unilateral out-of-court procedure in case of violation by the User of the terms of this offer;
12.5.3. at the initiative of the Licensor in a unilateral out-of-court procedure in case of the User's violation of copyright of third parties without returning any funds to the User (if they have been paid);
12.6. In the event of disputes or disagreements between the parties arising out of or in connection with this Agreement, the parties shall take all measures to resolve them by negotiation between themselves.
13.5. The Parties shall be released from liability for non-performance or improper performance of obligations under the Agreement for the period of force majeure. Force majeure means extraordinary and insurmountable circumstances under the given conditions that prevent the Parties from performing their obligations under this Agreement. These include natural disasters (earthquakes, floods, etc.), circumstances of public life (military actions, states of emergency, major strikes, epidemics, etc.), prohibitive measures of public authorities (prohibition of transportation, currency restrictions, international sanctions banning trade, etc.). During this time the Parties have no mutual claims, and each Party assumes its own risk of the consequences of force majeure.
By signing this agreement User also agrees and accepts all terms and conditions of this offer.