This Agreement is addressed to persons wishing to obtain access to the “Whatsgate” software located on the Internet at https://whatsgate.org/, hereinafter referred to as the “User”, and is an official and public offer of the party hereinafter referred to as the “Provider”, represented by individual entrepreneur Denis Vyacheslavovich Gorelkin, regarding the use of the “Whatsgate” software package under the following terms:
To avoid ambiguity and other misunderstandings in the interpretation of this Agreement, the Parties agreed on the following terms and definitions:
Provider means individual entrepreneur Denis Vyacheslavovich Gorelkin, developer of the “Whatsgate” software.
“Whatsgate” software (also referred to as “Whatsgate Software”) means a set of cloud services including server equipment and software built by the Provider using web technologies, available through a web browser, as well as a local client installed on the User's computer.
SaaS (Software as a Service) means a model of providing User access to “Whatsgate” software under which the software is not transferred to the User's ownership, and payment is charged for usage according to the Tariff Plan in Appendix No. 1 to this Agreement.
Billing Period means the minimum period for which services are provided. Under this Agreement, the Billing Period is 1 (one) calendar month starting on the first day and ending on the last day of the calendar month.
Tariff Plan means the list of services provided by the Provider to the User, their cost, and payment procedure.
User Account means the configurable virtual workspace of the User in the “Whatsgate” software.
1.1 The subject of this Agreement is the Provider's provision to the User, under the terms and within the scope defined by this Agreement, of services for access to the “Whatsgate” Software located at https://whatsgate.org/. The Provider is the owner, developer, and holder of exclusive rights to the “Whatsgate” software.
1.2 Access limitations included in the Tariff Plan are set out in Appendix No. 1 to this Agreement.
1.3 The User may use access to the “Whatsgate” software through a web browser at any time.
2.1 The Provider shall:
2.1.1 Provide the User with access to the “Whatsgate” software by registration in the system with assignment of a unique login and password, followed by creation of a separate working account.
2.1.2 Provide the User, free of charge, with informational support on working with the System via email and via records in social networks and the Provider's blog. Current contacts are available in the Help section of the provided “Whatsgate” software (https://whatsgate.org/docs/). Extended support in the form of a personal manager, system setup and training, and analyst assistance depends on the selected Tariff Plan (Appendix No. 1).
2.1.3 Independently, timely, and free of charge update the current version of the “Whatsgate” software during the Agreement term.
2.1.4 Ensure 24/7 availability of the “Whatsgate” software with possible technical interruptions totaling no more than 1 (one) hour per week. Respond (take action) to User reports regarding system performance issues within 48 (forty-eight) hours from receipt of such report or claim.
2.1.5 Ensure storage, backup, and archival storage of User data.
2.1.6 If technically possible, timely eliminate possible software failures in “Whatsgate” software based on User requests.
2.1.7 Strictly comply with this Agreement and ensure confidentiality of commercial and technical information received during cooperation with the User, as defined in Section 7 of this Agreement.
2.2 The Provider has the right to:
2.2.1 Suspend or block access to the “Whatsgate” software in case of untimely payment by the User, notifying the User at least 3 (three) business days in advance by email or another method.
2.2.2 Change tariff policy and unilaterally amend it, as well as change service terms for the next Billing Period, notifying the User at least 1 (one) calendar month in advance by email or another method.
2.2.3 Unconditionally suspend or block User access to the “Whatsgate” software if the User uses the system for purposes prohibited by the laws of the Russian Federation or violates third-party rights.
2.3 The User shall:
2.3.1 Pay for access to the “Whatsgate” software according to the selected Tariff Plan, taking into account the provisions of Appendix No. 1 and Clause 3.5 of this Agreement.
2.3.2 Not use the “Whatsgate” software for purposes prohibited by the laws of the Russian Federation and not violate third-party rights under applicable legislation of the Russian Federation.
2.3.3 Strictly comply with this Agreement and ensure confidentiality of commercial and technical information obtained in cooperation with the Provider, as defined in Section 7 of this Agreement.
2.4 The User has the right to:
2.4.1 Use the provided access to the “Whatsgate” software to perform the following actions, including but not limited to other actions provided by the “Whatsgate” software.
2.4.2 Use the provided access to the “Whatsgate” software in accordance with its intended purpose.
2.4.3 Submit requests to the Provider for elimination of failures and errors in operation of the “Whatsgate” software.
3.1 The cost of Services is determined according to the Provider's effective Tariff Plan (Appendix No. 1 to this Agreement).
3.2 Services are provided to the User on a prepaid basis. The User makes an advance payment of 100% (one hundred percent) of the total cost of ordered Services based on an invoice issued by the Provider to the User for payment (“Invoice”), within 5 (five) business days from Invoice issue date. Funds are credited by the Provider to the User Account within 1 (one) business day from receipt of funds to the Provider's settlement account.
3.3 Delivery and acceptance of services is performed as follows:
3.3.1 Monthly, on the last day of the reporting month and/or upon completion of Services under this Agreement, the Provider prepares a Service Acceptance Act according to the volume of services provided during the reporting period.
3.3.2 Services are considered properly provided by the Provider and accepted by the User in the volume specified in the Act if, within three business days after the end of the reporting period, the Provider has not received reasoned written objections from the User. After this period, User claims regarding deficiencies of Services, including quantity (volume), cost, and quality, are not accepted.
3.4 Signing of documents for Users that are legal entities is performed only via electronic document management (EDM). Original paper copies are delivered only at User request, and delivery cost is paid by the User.
3.5 The cost of services provided under this Agreement is not subject to VAT due to the Provider's use of the simplified taxation system in accordance with Chapter 26.2 of the Tax Code of the Russian Federation.
3.6 Payment date is the date funds are received to the Provider's settlement account. Payment is made in Russian rubles.
3.7 In case of early termination of this Agreement at the initiative of either Party, the Provider shall settle accounts with the User within 15 (fifteen) calendar days from receipt of termination notice.
4.1 This Agreement is an offer in accordance with Article 435 of the Civil Code of the Russian Federation, therefore the Provider may revoke this Agreement as an offer in accordance with Article 436 of the Civil Code of the Russian Federation. If revoked by the Provider during its term, this Agreement is deemed terminated from the moment of revocation. Revocation is made by publishing relevant information on the Service website.
4.2 If, upon expiration of this Agreement, either Party does not notify the other of refusal to continue, the Agreement is automatically extended on the same terms for 1 (one) calendar month.
4.3 The Agreement is extended under the current tariff plan, or a newly selected tariff plan, provided there are sufficient funds in the User account and no notice of termination or amendments to the Agreement.
5.1 The Parties may terminate this Agreement early by mutual written agreement.
5.2 If the User breaches this Agreement, the Provider may unilaterally terminate the Agreement, notifying the breaching Party by sending notice to the User's email. The Provider's unilateral refusal to perform this Agreement (fully or partially) is allowed in case of material breach by the User. Breach is considered material if:
- the User delays monthly payments specified in Section 3 of this Agreement by more than 30 (thirty) calendar days;
- the User uses granted access rights to the “Whatsgate” software for purposes contrary to the Agreement and/or law.
5.3 The User may terminate the Agreement unilaterally at any time by notifying the Provider 15 (fifteen) calendar days before the intended termination date. Termination notice is sent in electronic form to service@whatsgate.org.
6.1 The Parties are liable for non-performance or improper performance of their obligations under this Agreement in accordance with the legislation of the Russian Federation.
6.2 The Parties understand that the “Whatsgate” software is based on software components, and the Provider gives no express or implied warranties that the “Whatsgate” software will meet all User requirements or expectations, or fit User goals and objectives. Access to the “Whatsgate” software is provided under the generally accepted worldwide “AS IS” principle.
6.3 The User uses the “Whatsgate” software at their own risk. The Provider is not responsible for exact correspondence of the “Whatsgate” software to the User's business processes.
6.4 The Provider is not responsible for any User actions related to use of the “Whatsgate” software.
6.5 The Provider is not liable to the User for damages of any kind incurred due to loss and/or disclosure of User credentials for access to the “Whatsgate” software.
6.6 The Provider ensures basic information security of User data within normal conditions. Basic information security means the state of information protection in which confidentiality, availability, and integrity are ensured.
6.7 The Provider is not liable to the User for delays and service interruptions occurring directly or indirectly due to reasons beyond the Provider's reasonable control.
6.8 The Provider is not liable for quality of services (in particular data transfer services and mobile network operator services) required for use of the “Whatsgate” software if such services are organized by third parties not engaged by the Provider.
6.9 The User agrees that work with the “Whatsgate” software requires software (web browsers, operating systems, etc.) and equipment (personal computers, mobile phones, tablets, network equipment, etc.) produced and provided by third parties, and the Provider cannot be responsible for their quality.
6.10 The User agrees that no software is error-free.
6.11 In case of data loss caused by User actions, data recovery is performed upon request to the Provider and only if technically possible.
7.1 The purpose of this section is to protect information disclosed by the Parties to each other during cooperation under this Agreement.
7.2 The Parties agree to treat all information provided to each other within this Agreement or in connection with its purpose, by partners/clients of the Parties, as well as information about this Agreement and proposals made, as Confidential Information (and, to the extent permitted by applicable Russian law, as a trade secret), unless otherwise directly follows from this Agreement and its appendices.
7.3 Each party receiving Confidential Information (“Receiving Party”) from the other party (“Disclosing Party”) shall not disclose Confidential Information to anyone without direct permission of the Disclosing Party and shall take all reasonable measures to protect Confidential Information, including all measures used to protect its own confidential information/trade secrets.
7.4 The Receiving Party shall use disclosed Confidential Information solely for implementation of this Agreement.
7.5 The Receiving Party shall limit access to Confidential Information strictly to its own employees and employees of its contractors directly involved in execution of this Agreement, with whom the Receiving Party has a similar confidentiality agreement.
7.6 Obligations in this section do not apply to:
- information that is or becomes publicly known through no fault of the receiving Party, which must be confirmed by appropriate evidence;
- information received by the Parties from third parties without confidentiality obligations;
- information independently developed by a Party;
- information whose disclosure is required under law or by competent authorities. Such information may be disclosed only to competent authorities in the procedure provided by applicable law.
7.7 Disclosure of confidential information to third parties is not considered a breach if there is written consent of the Party that provided such confidential information.
7.8 For each breach of confidentiality obligations under this Agreement, the Receiving Party shall compensate all and any losses caused by such breach.
7.9 Confidentiality obligations under this Agreement remain valid for 3 (three) years from the date of transfer of Confidential Information.
7.10 The Provider may aggregate, systematize, and analyze information received from the User, including confidential information, for creation of analytical reports and databases, while guaranteeing non-disclosure and protection of confidential information contained in such reports and databases according to this Agreement and applicable legislation of the Russian Federation.
7.11 The Provider may deconfidentialize information received from the User, including by anonymizing User data and other protected information, to create analytical reports and databases that do not contain confidential information.
8.1 The Parties are not liable for non-performance of obligations under this Agreement if such non-performance is caused by force majeure circumstances.
8.2 Force majeure means extraordinary events arising beyond the will of the Parties, the impact of which they could not prevent (such as natural disasters, fires, accidents, catastrophes, military actions), resulting in inability of a Party to perform obligations under this Agreement.
8.3 A Party affected by force majeure shall take all necessary actions and measures reasonably expected in the situation and immediately notify the other Party of occurrence of force majeure.
8.4 The term for performance of obligations under this Agreement for a Party affected by force majeure is extended for the period of such circumstances and their consequences.
8.5 A Party for which performance has become partially or fully impossible due to force majeure shall notify the other Party within 5 (five) business days about the beginning, progress, change of scale/nature, and termination of force majeure. If untimely notice causes losses to the other Party, such losses shall be compensated by the affected Party within the amount of actually incurred damage.
8.6 The burden of proving force majeure rests on the Party invoking it.
9.1 In case of disputes under or in connection with this Agreement, the Parties shall take all measures to resolve them through negotiations.
9.2 If the Parties fail to reach agreement, such disputes shall be resolved in court at the Provider's place of registration (Russian Federation, Tambov) in accordance with applicable legislation of the Russian Federation.
10.1 All appendices, amendments, and additions to this Agreement are an integral part of it and have legal force if made in writing and signed by authorized representatives of the Parties.
10.2 The Provider may unilaterally amend service terms by publishing relevant information on the Service website in public access and by amending this Agreement (offer). At the same time, services paid by the User before such amendments are made shall be performed by the Provider without regard to such amendments.
10.3 If address or details of either Party change, such Party shall notify the other Party within 10 (ten) business days.
10.4 All issues not regulated by this Agreement are governed by the legislation of the Russian Federation.
10.5 Any amendments and additions to this Agreement are valid only if made in writing as appendices or supplemental agreements to this Agreement and signed by duly authorized representatives of the Parties.
Provider