Approved
by Order of Director No.2-П dated 11d./09m./2024y.
A.V. Kim
Software Product Use Agreement
Kazakhstan, Almaty
SANAU Limited Liability Partnership, which is the developer and rights holder of the SANAU software product (“the Rights Holder”, “SANAU”), represented by Director Anton Vladimirovich Kim, acting by virtue of the Charter, hereinafter referred to as the "Rights Holder", publishes this SANAU Software Product Use Agreement (“the Use Agreement”, “the Agreement”), which is a public offer for legal entities, individual entrepreneurs, and individuals (“the User”, “the Company”).
The Use Agreement is inseparably linked to other public documents of SANAU. All Users must read all the documents.
Since in accordance with the laws of the residence country of SANAU the Use Agreement is an offer agreement, then in order to accept it, it is necessary to make an Acceptance (acceptance of all the terms of cooperation described below). In this case, Acceptance shall be deemed to have been made if one of the following actions is performed:
- Provision of information that allows the creation of an account for a specific User to representatives of SANAU;
- Creation of an account for a specific User and provision of login credentials to the User;
- Making the first payment (regardless of the duration of use).
In this case, the Acceptance is unconditional and implies full acceptance of the terms and conditions of the Use Agreement.
TERMS AND DEFINITIONS
This section is intended to clarify the text of the Use Agreement and other public documents and sections available on the General-Purpose Website.
Source Code – the computer program text used to create the Software.
Administration Area (Admin Panel) – a protected part of the Software, information about which is stored in the User account, which may be used by the User to administer the operation of the Software by viewing information about their personal data, creating data about their Employees and Clients, and also managing the access rights granted.
Task Manager – functionality that allows supervision of the task setting and deadlines for Employees of the User.
Employee (Employee of the User) – individuals who directly exchange data and interact with Clients (Clients of the User) via the Software.
Client (Client of the User) – an individual, sole proprietor, or legal entity who receives the User's services through interaction with the User via the Software, an account for which is created by the User receiving information about the Client's representatives and registering accounts for them.
1. SUBJECT OF THE AGREEMENT
1.1. According to the Use Agreement, you receive the right to use the Software on a non-exclusive basis, which means that other persons may also use the Software in or outside the territory specified in the Agreement. You undertake to use this right strictly in accordance with the terms and conditions of the Agreement and pay us a fee, in accordance with the procedure specified in the Agreement.
Our Software is provided ‘as is’, which means that it may contain errors, flaws, temporary malfunctioning, etc.
1.2. The scope of non-exclusive rights granted to you includes the following rights:
- You may use the Software and all of its built-in functionality for its intended purpose, as specified in the Software description as well as added functionality provided to you on a paid or free basis for interaction between the Company Employees and with the Company Clients. All details of paid and free services are described in our Rate Plans.
- You can install the Software on any device, if it does not damage the Software itself, and receive instructions for its effective use.
- However, you may not copy or modify the source code of the Software, transfer it, in whole or in part, to third parties, change the functionality, modify it in any way, or mention it in publicly available sources without our permission.
1.3. You may use the Software in any jurisdiction in which you conduct your business.
1.4. If, in accordance with the laws of your state of registration and/or the state of your business activity, you are prohibited from using the Internet or social networks and software similar to the Software, or if there are other legislative restrictions, including age restrictions for access to such software, you use the Software at your own risk and responsibility or are obliged to completely stop such use, since we are not responsible for such use either under the law or under the Use Agreement.
1.5. If any provision of the Use Agreement or any related documents is held by a court of competent jurisdiction to be contrary to the laws of a local jurisdiction, such provision will be deemed invalid, while the remaining provisions of this Agreement will remain in effect.
2. GENERAL RIGHTS AND OBLIGATIONS OF THE PARTIES
2.1. Rights of the Rights Holder (our rights):
2.1.1. Carry out, permit and prohibit any actions related to the use of the Software, provided that they are appropriate for the smooth and safe functioning of the Software.
2.1.2. Provide and oblige you and your Clients to use instructions for using the Software.
2.1.3. Unilaterally and without prior notice release updates to any of the components of the Software, as sometimes this is simply not possible. For example, in the case of accelerated updates to fix bugs.
2.1.4. Carry out preventive work. In this regard, the use of the Software may be temporarily limited, while we undertake to take all reasonable measures to quickly restore the normal functioning of the Software.
2.1.5. Suspend the Agreement and restrict access to the Software if your violations of the terms and conditions of the Agreement or the terms of use of the Software are detected until you eliminate the said violations, and also suspend the Agreement and restrict access to the Software if the User fails to pay for services under the Agreement until payment is received.
2.1.6. Change the cost of services and the payment procedure unilaterally, provided that we notify you in advance of such changes no less than 30 (thirty) calendar days before such changes come into force. Notices, at our option, may be sent to Users' email addresses or posted on the General-Purpose Website in the Rate Plans, at our option.
2.1.7. Unilaterally change the content of the Agreement and appendices thereto as well as all documents that regulate our interaction, in particular, in terms of the scope of free services, if any have been provided to you, in accordance with the Rate Plans. In this case, to make the corresponding change, we just need to notify you in advance by sending you an e-mail or by posting the information on the General-Purpose Website.
2.1.8. Upon elimination of violations of the terms and conditions of the Agreement that resulted in suspension of the Agreement and restriction of access to the Software, restore the Agreement and access to the Software.
2.2. Obligations of the Rights Holder (Our Obligations):
2.2.1. Maintain the stability of the Software in ways not prohibited by law.
2.2.2. Provide engineering support for the functionality of the Software and eliminate hardware problems where we have such capabilities. If we are unable to fix your hardware problems on our own, we undertake to assist you in fixing them and involve competent third parties to do so. Both Employees and Clients can report problems by email: [email protected].
2.3. User Rights (your rights):
2.3.1. Request advice on the proper use of the Software in cases where the provided instructions, demonstrations, or any training do not cover your issues.
2.3.2. Contact us with suggestions for improving the Software.
2.3.3. Make suggestions to optimize and speed up the process of implementing the Software into your business processes.
2.4. User Obligations (Your Obligations):
2.4.1. Read all our documents that regulate our cooperation as well as the provided instructions for using the Software, and strictly follow them and all additional instructions that we may give you.
2.4.2. Use the provided instructions for using the Software, otherwise we shall not be responsible for the impossibility of using the functionality of the Software in full scope and for any resulting hardware problems.
2.4.3. Prevent any violations that could cause direct or indirect harm to the Software and/or our company, including our business reputation, both in the domestic market of the residence country of SANAU and in the international market.
3. PAYMENT PROCESS, TAX ISSUES, ACCOUNTING DOCUMENTS
3.1. Payment process:
Our Rate Plans, cost of services, pricing procedure and payment methods are described in the Rate Plans related documents. You should read them carefully before making a payment.
3.2. Tax issues:
3.2.1. Our Rate Plans indicate the amount receivable by us. We do not specify any tax liabilities of your and/or our jurisdiction. This issue is subject to independent regulation by each of the parties within their own jurisdiction. In the event that any taxes are payable by us, the amounts of such liabilities shall be deemed to be included in the Rate Plans and shall not impose any obligation on you to make any additional payments to us.
3.2.2. Where applicable to the situation, laws and your business processes, you can take advantage of the terms of the Convention for the Avoidance of Double Taxation and independently reduce the withholding tax at source.
3.2.3. For the purposes of correct taxation in your country, our certificates of residence are available on our General-Purpose Website for submission to a certain country. If you fail to find a certificate of residence that is applicable to you, please contact us by email: [email protected] to request the necessary documents.
3.3. Accounting documents:
3.3.1. For Kazakh residents, we shall send a monthly Work/Service Completion Certificate (“WCC”) for signing, within 5 (five) calendar days following the end of a calendar month. If you do not agree with WCC, you shall provide a reasoned refusal to sign it within 3 (three) calendar days from the issue date of WCC.
If we do not receive a signed WCC or a reasoned refusal to sign within the specified period, such WCC shall be deemed to have been signed by you, and you will lose your right to submit claims and/or comments in any form for the period for which no WCC was signed and no reasoned refusal was received.
3.3.2. For non-residents, we only issue an invoice to the email address you provide at [email protected], which does not require a signature.
4. APPLICABLE LAW, DISPUTES AND LIABILITY
4.1. The applicable law for resolving any disputes under the Agreement or other documents of our company is the law of the Republic of Kazakhstan, the language of court proceedings and exchange of claims, despite another jurisdiction, is Russian.
4.2. The Parties must always make an effort to settle the dispute through amicable negotiation, for which purpose they exchange claims and responses. The claim response period may not exceed 10 (ten) calendar days. The claims shall be exchanged via e-mail.
4.3. In case of failure to settle the dispute through amicable negotiation, the matter shall be turned over to the Specialized Interdistrict Economic Court of Almaty. The language of court proceedings shall be Russian.
4.4. We shall be responsible for data safety on the Cloud Storage during the entire term of the Agreement. By data safety the Parties understand the preservation of information in its full integrity and the absence of any partial damage or losses other than those specified in the Agreement.
4.5. In case of suspension of the Agreement due to your fault, we shall bear responsibility for your information for 30 (thirty) calendar days. If, after this period, we do not resume work under the Agreement, we shall have the right to repudiate responsibility for storing your information and destroy it.
4.6. In the event of termination of the Agreement, regardless of the reasons of such termination and the party that initiated the termination, we will deprive you of the right to use the Software, you will only have the opportunity to view everything that has previously been entered into the Software.
4.7. Should you cause any damage to the operation of the Software, which results in the suspension of its operation, disruption of its general functionality and integrity as well as damage to and modification of the Source Code or cause other damage, we will have the right, on the same day when your fault is confirmed, to terminate the Use Agreement signed between us. In this case, your access will be blocked on the same day, while the money already paid will not be refunded. When blocked, you will only be able to view the material you have previously uploaded.
4.8. We shall not be liable for any direct or indirect losses of the User and/or Clients of the User due to the fact that access to the Software was temporarily unavailable, blocked, or in cases where you, your Employees and/or Clients provide your/their login credentials to third parties, since you have agreed that the Software is provided to you ‘as is’, and that access may be blocked due to your fault.
4.9. Since the Software is a working tool intended for business purposes and not for consumer purposes, to the maximum extent permitted by the laws of the residence country of SANAU, you agree and acknowledge that consumer laws do not apply to our relationship with you. However, if any consumer laws in your jurisdiction apply and cannot be legally excluded in any way, then nothing in this Agreement will limit, exclude or modify any warranties given to you by the jurisdiction in which you operate, however, our liability is limited (at our option) to the re-supply of the services.
4.10. No monetary sanctions shall be applicable to us. Our liability is limited to correction, restoration of access, and ongoing technical support.
4.11. Our interactions with you, your employees and your clients shall be limited by the terms and conditions of our documents and the Use Agreement.
4.12. However, depending on the problem that has arisen, the country of your location, and the communication limitations, we cannot guarantee you any time frame for troubleshooting.
5. FORCE MAJEURE
5.1. The Parties shall be released from liability for full or partial failure to fulfill obligations under the Agreement if such failure results from a force majeure event, namely: fire, flood, earthquake, strike, war, actions of government authorities or other events beyond the control of the Parties.
5.2. If any of such events directly results in the failure to fulfill obligations within the timeframes established by the Agreement, then these timeframes shall be extended for the duration of the relevant event.
5.3. If these events last for more than 90 (ninety) calendar days, then each Party shall have the right to initiate termination of the Agreement due to the impossibility of its execution. If the Parties decide to terminate the Agreement on the above grounds, neither Party shall have the right to compensation for possible losses.
5.4. The affected Party must promptly, in any way within 30 (thirty) calendar days after the occurrence of force majeure events, notify the other Party in writing, and provide supporting documents to be issued by competent authorities of the appropriate jurisdiction.
5.5. Failure to notify or untimely notification of the occurrence of force majeure shall deprive the Party of the right to refer to any of the above events to get exemption from liability for failure to fulfill obligations under the Agreement.
6. OTHER TERMS AND CONDITIONS
6.1. The Agreement shall enter into force upon Acceptance and be valid for 1 (one) year, unless the User refuses to use the Software or we terminate the Agreement by blocking access on the grounds specified in the Agreement.
If, after the end of the specified period, you do not cease the use of the Software, the Agreement shall be considered automatically extended until its termination.
6.1.1. If you wish to terminate the Use Agreement, you shall send us a notice by e-mail at [email protected] indicating the date and reasons for termination.
6.2. In the event of liquidation of the User, the Agreement is subject to termination. You need to notify us by sending a notice by email. Otherwise, we will unknowingly continue to issue accounting documents to you, which may complicate the liquidation process for you.
6.3. If the User has carried out a reorganization, the User shall notify us in writing and provide all updated information about themselves so that we enter the correct data in the systems. Thus the new successor makes the Acceptance. Within 1 (one) business day following your notification, we will correct your data in the Software.
6.4. We shall amend the Agreement unilaterally. No action is required on your part. We will notify you of any amendments made to the terms and conditions of the Agreement at least 30 (thirty) calendar days before such amendments come into force. If you are not satisfied with the amendments, you must discontinue the use of the Software; in case of refusal to use, the payment made shall not be refundable.
6.5. The Agreement is made in Russian and is a public document.
SANAU LLP
BIN 230540009484
Address: 1/1 Zhandosov Street, Almaty, Republic of Kazakhstan