Terms and Conditions for Access and Use of the Smart Way Platform.

These Terms of Access and Use (hereinafter referred to as the “Licence Agreement” or “Agreement”) constitute a public offer to enter into a Licence Agreement between Sole Trader S.M. Rushanskyi (hereinafter referred to as the Licensor, Sole Trader S.M. Rushanskyi) and any individual or legal entity (hereinafter referred to as the Client), and together with the Privacy Policy ( https://smartway.pro/en/privacy-policy) govern the terms of access to and use of the Licensor’s software (Service) and the provision of services defined in this Agreement. The subject of this Agreement is the provision by Sole Trader S.M. Rushanskyi of access to and the right to use the Service, which performs automated administration and optimisation of recruitment and HR processes, subject to compliance with all restrictions and terms of use of the Service in accordance with the functionalities and conditions of this Agreement.

This Agreement contains all material terms and conditions of the Licence Agreement and in accordance with Articles 638, 641, 642 of the Civil Code of Ukraine, in case of acceptance of all the following terms and conditions and payment for services, the Client becomes a person who has accepted the terms of this offer (accepted the offer), which is equivalent to the conclusion of the contract on the terms and conditions defined by this Agreement (offer). If any conditions defined by this Agreement are not accepted by a person who intends to use the Service, such person has no right to use the Service provided under this Agreement.

By registering to use the Service, Customer and the persons to whom Customer will grant Administrator/User access to Customer's account agree to be bound by the terms of this Agreement.

Definition of Terms.

Service – services and products (software) provided by Sole Trader S.M. Rushanskyi through the website located at: https://smartway.pro.

Owner — a sole trader (Licensor) who holds intellectual property rights to the Service, access and usage rights to which are granted under the terms of this Agreement.

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

Administrator - an individual appointed by the Client as the main administrative contact for making decisions related to the management of the Service, disconnections from the Service, solving other technical issues, and has the authority from the Client, to administer access to the Service, as well as to appoint additional administrators/users. The first person registered in the Service by the Customer is appointed as the Administrator.

Account Data - information stored by the Licensor, which allows to identify the Customer, User, Administrator, and necessary for the management and use of the Service. Account Data does not contain information uploaded (saved) by the Client/Administrator/User concerning their contacts, projects, tasks, events or other similar data and the like.

Content - any information and materials that the Customer (through the Administrator/User) uploads or publishes on the Service.

Confidential Information – any information provided by the Client, their Administrator, and/or Users, including data entered into the Service by any means, as well as information belonging to Sole Trader S.M. Rushanskyi, which is considered their property or trade secret, directly or indirectly disclosed by the parties in any form after the effective date of this Agreement.

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

Account - a record in the Licensor's system storing data allowing to identify the Administrator/User.

Technical support - a set of activities that may be carried out by Sole Trader S.M. Rushanskyi within the limits and volumes established by him in order to ensure the functioning of the Service, including information and consulting support on the use of the Service.

1. Terms of Service. Security and access.

1.1 Only registered Clients are entitled to use the Service. In order to access the Service, persons must provide their full name, a valid e-mail address and other information required for registration.

1.2 To register, the Client undertakes to provide true and complete information about himself and Administrators/Users on the issues listed in the registration form, and to keep this information up to date. If the Client/Administrator provides incorrect information or Sole Trader S.M. Rushanskyi has reason to believe that the information provided by the Client is incomplete or false, Sole Trader S.M. Rushanskyi has the right at its discretion to block or delete the Client's/Administrator's/User's account, as well as prohibit the Client/Administrator/User from using the Service in whole or in part.

1.3. Sole Trader S.M. Rushanskyi reserves the right at any time to require the Client/Administrator to confirm the data specified in the registration, and to request in this regard the relevant documents, the failure to provide which, at the discretion of Sole Trader S.M. Rushanskyi, may be equivalent to the provision of false information and cause the consequences provided for in paragraph. 1.2 of this Agreement.

1.4 When registering, the Client specifies his/her e-mail address, which is subsequently used as a login to access the Service. Also, the client independently chooses a password to access the account. Sole Trader S.M. Rushanskyi has the right to prohibit the use of certain logins, as well as to establish requirements for login and password (length, allowable characters, etc.).

1.5 The Client/Administrator/User is solely responsible for the security (resistance to being guessed) of their chosen password, as well as for ensuring the confidentiality of their password.

1.6 The Client shall ensure that each name of the Administrator, User is used only by the Client (in the Client's activities), and is not used by other persons.

1.7. The Administrator shall have the authority to administer and use the Service on behalf of the Client, as well as the right to grant access to additional Administrators/Users. The Administrator shall have the right to disable a User if the Administrator (or the Client) wishes to terminate that User's access to the Service.

1.8 In case of termination of the Service, Sole Trader S.M. Rushanskyi S.M. will only contact the Client to delete the relevant account data and provide an opportunity to upload Content.

1.9. Sole Trader S.M. Rushanskyi provides access to the Service only using the web-interface in compliance with the provisions of this Agreement.

1.10. Sole Trader S.M. Rushanskyi uses a secure method of authentication and access to the Service, in particular by: a) managing user passwords and protecting passwords using reasonable password management programmes; b) transmitting passwords in encrypted form.

1.11. The Customer is responsible for the protection of User names and passwords or other codes related to the Service, as well as for the compliance of the Content with the provisions of the Law.

1.12. Customer agrees to comply with policies and procedures to prevent unauthorised use of usernames and passwords and immediately notify Sole Trader S.M. Rushanskyi of any suspected loss of passwords or their unauthorised use by third parties.

1.13. Sole Trader S.M. Rushanskyi notifies the Client of any actions/events that, in the opinion of Sole Trader S.M. Rushanskyi can or have led to unauthorised access, disclosure, use and damage to the Client's Content.

1.14. In case of breach of security and authentication of access to the Service, Sole Trader S.M. Rushanskyi cooperates with the Customer to establish the cause of the breach and identify the modified Content, and assists the Customer in investigating and preventing a repeat breach.

1.15. Sole Trader S.M. Rushanskyi takes measures to protect the Content and its reliable preservation taking into account technological development and the cost of implementation of such measures.

1.16. The Client (Administrator, Client's users) undertakes not to carry out the following activities independently and not to authorise others to do so:

• provide access to the Service (Service) for hire, rental or temporary use;
• use the Service by broadcasting it on Internet sites, both on a commercial and non-commercial basis;
• modify the Service, its design and appearance;
• create conditions for the use of the Service by persons who do not have personal rights to access and use the Service, other than the Customer's Users;
• release (publish) any fragments and components of the Service, including giving other persons the opportunity to copy them;
• attempt to circumvent the technical limitations of the Service;
• transfer the rights to use the Service to third parties.

2. Licence conditions.

2.1 The Service is an object of copyright and intellectual property rights of Sole Trader S.M. Rushanskyi, which are regulated and protected by the legislation of Ukraine on intellectual property and the norms of international law.

2.2 The algorithms of the Service and its source codes (including parts thereof) are trade secrets of Sole Trader S.M. Rushanskyi. Any use of them or use of the Service in violation of the terms of this Agreement is considered as a violation of the rights of Sole Trader S.M. Rushanskyi and is sufficient grounds for deprivation of the Client provided under this Agreement rights.

2.3 Sole Trader S.M. Rushanskyi guarantees that it has all the rights necessary under this Agreement to provide them to the client.

2.4 The Client is granted a non-exclusive, inalienable, limited licence to access and use the Service. The Client is granted the right to post his/her Content and use the functionalities of the Service in the amounts determined by the selected tariff.

2.5. Sole Trader S.M. Rushanskyi does not review and does not verify the Content posted by the Client.

2.6 The Client undertakes to familiarise the Administrators/Users with the contents of this Agreement and ensure their compliance with its provisions. The Client is responsible for the actions/inaction of Administrators/Users during the use of the Service, including disclosure/deletion of Content and disclosure/dissemination of confidential information.

2.7 The Client may not copy, resell or in any other way reproduce or dispose of the Service. The Client/Administrators/Users undertake not to use access to the Service or any part of the Service except for the Client's own (internal) activities.

2.8 This Agreement does not give the Client (Administrators, Users) any right to use any trademarks, logos, domain names and other objects of exclusive rights used by Sole Trader S.M. Rushanskyi during the offer of the Service. The Customer agrees to use the Service in such a way as not to disseminate information that is untrue and that may cause a misconception about the owner of the Service or the services and products provided by Sole Trader S.M. Rushanskyi through the website located at: https://smartway.pro.

2.9 The Customer may not upload, publish, transmit, store, distribute through the Service (or directly on the Service) viruses, computer programmes that are themselves reproduced and contain any destructive codes, viruses or other malicious software.

2.10. Sole Trader S.M. Rushanskyi reserves the right at any time at its sole discretion to take any action it deems necessary with respect to Content that violates the terms of this Agreement, including its removal.

2.11. Sole Trader S.M. Rushanskyi reserves the right at any time to add, change or discontinue, temporarily or completely, any functionality of the Service, with or without notice to the Customer.

2.12. Sole Trader S.M. Rushanskyi reserves the right to temporarily suspend access to the Service for the purpose of maintenance, repair or installation of updates. Sole Trader S.M. Rushanskyi has the right to temporarily suspend access to the Service in conditions that require urgent action to protect the Service. Sole Trader S.M. Rushanskyi shall use all reasonable means and methods to minimise prompt suspension of the Service.

2.13. The Client has the right to regularly store all its Content on third-party and self-selected services (cloud, local, etc.), using appropriate technical means and tools, without violating the intellectual property rights of S.M. Rushanskyi Sole Trader.

3. Payment, change of the right of access and use of the service.

3.1 The Customer shall pay for the use of the Service on the terms and conditions set out below.

3.2 All payments are exclusive of VAT and other sales taxes that Customers agree to pay in accordance with the Law and provided they are included on the invoice.

3.3 Payment for access and the right to use the Service is made by the Client in a cashless manner, by transferring funds to the current account of Sole Trader S.M. Rushanskyi. The credited funds are reflected in personal accounts on the website https://smartway.pro

3.4 Payment for the use of the Service is made by means of payment systems via the website https://smartway.pro. Some means of payment may include a fee for transferring funds and/or currency conversion.

3.5 The amount of payment for access to and use of the Service offered by Sole Trader S.M. Rushanskyi depends on the tariff selected by the Customer on the website https://smartway.pro.

3.6 Payments are non-refundable.

3.7. Sole Trader S.M. Rushanskyi has the right to unilaterally change the cost of Tariffs for the use of the Service, by posting (publishing) such changes on the following pages https://smartway.pro. Such amendments shall become effective upon their publication, unless a different time and manner of entry into force of such amendments is specified at the time of their publication.

4. Term of the agreement and termination of the right to access and use the service.

4.1 The term of this Agreement shall commence upon acceptance of this offer and shall remain in effect until the use of the Service is terminated.

4.2 Either party to this Agreement shall have the right to terminate it at any time by written notice to the other party.

4.3. Sole Trader S.M. Rushanskyi has the right to unilaterally terminate this Agreement in case of violation of the terms of this Agreement by the Client, notifying the Client one business day prior to the proposed date of such termination, without further payment of any compensation to the Client related to this termination.

4.4 If the Customer intends to cancel their right to access and use the Service or to cancel their account, the Customer (or the Administrator) may do so on their behalf at any time using the relevant functions of the Service. Termination of the right to access and use the Service or cancellation of an account in any other way is not permitted.

4.5. Customer must remove all of his Content from the Service by the termination of this Agreement. Sole Trader S.M. Rushanskyi has the right, at its discretion, to remove or destroy all Content stored in the Service 14 (fourteen) calendar days after the termination of the Agreement or termination of the right to access and use the Service. Sole Trader S.M. Rushanskyi S.M. is not obliged to inform Customers about the deletion of their Content after the termination of the Agreement or the right to access and use the Service. Sole Trader S.M. Rushanskyi shall not be liable to the Client or any Users for the removal of Content in accordance with this Agreement.

4.6 In the event of termination of the Service for any reason, the Client will have fourteen (14) days to move the Content to another location before it is deleted. Sole Trader S.M. Rushanskyi may provide access to the Client to its Content after termination of the Agreement or termination of the right to access and use the Service for a fee.

5. Confidential information. Protection of personal data.

5.1 Each party agrees to recognise all Confidential Information as confidential and not to use or disclose it except as necessary for the performance of this Agreement.

5.2 The Client, who in the understanding of the Law of Ukraine ‘On Protection of Personal Data’ acts as the Owner of Personal Data or the Recipient, and the Manager regarding his contacts (employees, clients, customers, candidates, etc.) - subjects of personal data and Sole Trader S.M. Rushanskyi undertake to comply with the provisions of the said Law on the processing of personal data (including with the use of information (automated) systems).

5.3 By accepting this Agreement, the Client guarantees that he/she has all legal grounds to collect, register, accumulate, store, adapt, modify, update, use and distribute (publish, transmit), depersonalise, destroy personal data and other information constituting the content of the Content using the Service.

5.4. Sole Trader S.M. Rushanskyi performs actions to ensure the safety and non-proliferation of personal data and to prevent unauthorised processing, loss or destruction. Sole Trader S.M. Rushanskyi will act only on the Client's instructions regarding personal data that has been processed by Sole Trader S.M. Rushanskyi.

6. Responsibilities.

6.1 Violation of the terms and conditions of this Agreement shall be punishable under the laws of Ukraine.

6.2 Sole Trader S.M. Rushanskyi shall not be liable to the Client/Administrators/Users for any damages, any loss of income, profit, information or savings related to the use or inability to use the Service, including in case of prior notice from the Client/Administrators/Users of the possibility of such damage, or for any claim of a third party.

6.3. Sole Trader Rushanskyi S.M. is released from liability for non-performance or improper performance of this Agreement, if it occurred due to external circumstances and / or actions (inaction) of third parties, which (circumstances and actions / inaction) are beyond the control and / or without the fault of Sole Trader S.M. Rushanskyi.

7. Technical Support.

7.1 Sole Trader S.M. Rushanskyi provides technical support to Clients/Administrators/Users, including issues related to the functionality, features of the Service operation.

7.2 The Client/Administrators/Users have the right to contact the technical support service of S.M. Rushanskyi Sole Trader without payment of additional remuneration.

7.3 To provide technical support Sole Trader S.M. Rushanskyi has the right to demand from the Customer/Administrators/Users to provide information related to the account data, technical characteristics of the equipment.

7.4 Technical support for Customers with active access to the Service is provided via the contacts indicated on the website https://smartway.pro/en/contact-us.

8. Other terms and conditions.

8.1 Each party agrees to fulfil this Agreement in accordance with the legislation of Ukraine. All disputes that directly or indirectly may arise from this Agreement shall be resolved in accordance with the current legislation of Ukraine.

8.2 The Client undertakes to reimburse Sole Trader S.M. Rushanskyi S.M. losses that may arise from the latter, as a result of breach by the Client (its Administrators or Users) of the obligations established by this Agreement. Sole Trader S.M. Rushanskyi S.M. immediately notify the Client of any claim or damage, which directly or indirectly have as their subject matter breach by the Client (its Administrators, Users) of the obligations set forth in this Agreement. The Client undertakes to assist Sole Trader S.M. Rushanskyi in defending against any claims, lawsuits, complaints received from third parties, if they arise as a result of violation by the Client (its Administrators or Users) of the obligations established by this Agreement.

8.3 The Service may not be compatible with the Client's computer or other equipment. Service is provided by Sole Trader S.M. Rushanskyi ‘as is’. Sole Trader S.M. Rushanskyi S.M. does not guarantee any results that the Customer intended to achieve (obtain) using the Service.

8.4 This Agreement constitutes the entire agreement between S.M. Rushanskyi Sole Trader and Customer and governs Customer's use of the Service, superseding any prior agreements between the Parties (including prior versions of the Agreement).

8.5. Sole Trader S.M. Rushanskyi has the right to engage third parties to maintain the performance of the Service, remaining under this Agreement, responsible to the Client for the actions of the involved persons.

8.6. Sole Trader S.M. Rushanskyi S.M. may provide an opportunity to integrate the Service with third party products at the Customer's choice and risk. In this case, Sole Trader S.M. Rushanskyi is not responsible for the consequences of such integration. Sole Trader S.M. Rushanskyi has the right to modify or discontinue the integration of the Service with other services and products of third-party providers without prior notice to the Customer.

8.7 Service unavailability (within the meaning of clause 3.10 of this Agreement) means any period of time exceeding 25 minutes during which the Client/Administrator/User cannot access the Service as a result of a service failure, except for scheduled downtime.

8.8 On all matters not regulated by this Agreement, the Client and Sole Trader S.M. Rushanskyi shall be governed by the current legislation of Ukraine.

8.9. Sole Trader S.M. Rushanskyi has the right to change the terms of this Agreement unilaterally by posting the amended text on the Internet on the website https://smartway.pro/en/terms-and-conditions. In case Sole Trader S.M. Rushanskyi changes in the terms of this Agreement, they shall come into force from the date of publication, unless another term and procedure for the entry into force of such changes to this Agreement is not specified at the time of their publication.

8. Legal address.

Legal address of Sole Trader S.M. Rushanskyi: 25 Shevchenko str., Ivanovka settlement, Berezovsky district, Odessa region, Ukraine, 67200