License Agreement (Terms of Use)

Version dated 12 October 2026

1. Parties and subject matter

1.1. This License Agreement (the “Agreement”) is entered into between Bekmurzina Olena Petrivna, an individual entrepreneur registered in Ukraine (the “Licensor”, “we”, “us”), and the individual or legal entity using the Service (the “User”, “you”).

1.2. The “Service” means the software made available as an online service (SaaS) through the website averdesk.com and related web and mobile applications, including their interface, functionality, documentation and all updates.

1.3. This Agreement sets out the terms on which you are granted the right to use the Service. It is not a contract for the sale of software and does not transfer or assign any intellectual property rights.

1.4. Acceptance. Creating an account, subscribing to a paid plan or otherwise using the Service constitutes full and unconditional acceptance of this Agreement. If you do not agree with any of its provisions, you must stop using the Service.

1.5. If you use the Service on behalf of a legal entity or a business, you represent that you are authorised to accept this Agreement on its behalf, and “User” in that case means that entity.

1.6. The pricing page of the website, the Privacy Policy and other documents published in the legal section of the website form an integral part of this Agreement.

1.7. This Agreement may be published in several languages. The English version is the legally binding one; versions in other languages are provided for convenience. In the event of any discrepancy, the English text prevails.

2. Definitions

Account — the User’s account within the Service.

Plan — a set of features and limits of the Service available on certain terms. The current list of Plans, their contents, limits and prices is published on the pricing page of the website.

Subscription — the right to use the Service under the selected Plan for the period paid for.

Billing Month — a period of one calendar month counted from the date of payment for the Subscription or from the date of its most recent automatic renewal.

Payment System — the payment service through which payment is made. In certain jurisdictions such service acts as the merchant of record and is a party to the sale transaction.

3. Account

3.1. Use of the Service requires registration of an Account. By registering, you confirm that you are at least 18 years old and have full legal capacity to enter into this Agreement under the law of your country.

3.2. You undertake to provide accurate information, keep it up to date, and maintain the confidentiality of your access credentials.

3.3. All actions performed through your Account are deemed to be performed by you. Report any suspected unauthorised access immediately to support@averdesk.com.

3.4. One Account belongs to one User. Transferring, selling or renting an Account, or giving third parties access to it, is prohibited.

3.5. We may close an Account if we learn that it belongs to a person who does not meet the requirements of clause 3.1.

4. Grant of licence

4.1. Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, revocable, non-transferable licence, without the right to sublicense, to use the Service within the functionality of the selected Plan, solely through its standard user interface.

4.2. The licence is granted for the term of the Subscription (or for the period of use of a free Plan) and terminates automatically upon termination of the Subscription or upon suspension or deletion of the Account.

4.3. The licence is granted for your personal use or for the internal needs of your business. Any other use requires our prior written consent.

4.4. No copy of the software is delivered to you or installed in your infrastructure. You are granted remote access to the Service only.

4.5. All rights not expressly granted under this Agreement are reserved by the Licensor.

5. Use restrictions

5.1. You may not, directly or through third parties:

a) copy, reproduce, distribute, publish or otherwise make available the code, components or content of the Service;

b) modify the Service or create derivative products based on it;

c) decompile, disassemble, reverse engineer, or attempt to obtain the source code, data structures, algorithms, business logic or other technical solutions of the Service;

d) circumvent or attempt to circumvent technical protection measures, authentication mechanisms, Plan restrictions or Service limits;

e) carry out automated data collection (scraping, crawling, bots), load testing, vulnerability research or penetration testing without our prior written consent;

f) resell, sublicense, rent or lease the Service, provide third parties with access to it, use it to provide services to third parties, offer it under your own brand (white label) or embed it into your own products;

g) use the Service, its functionality, interface, design, structure, architectural and product solutions, texts or documentation to develop, design, train machine learning models for, or otherwise create a product that competes with the Service or reproduces it in whole or in substantial part;

h) publish comparative or load test results, benchmarks or comparisons of the Service with other products without our prior written consent;

i) use the Service in violation of the law, to infringe third-party rights, to distribute malicious code, or in a way that threatens the operation or security of the Service.

5.2. The restrictions in clauses 5.1(a)–(h) survive termination of this Agreement indefinitely.

5.3. Breach of this section is grounds for immediate suspension or termination of access without prior notice and without a refund.

6. Intellectual property

6.1. The Service, its source and object code, databases, interfaces, design, graphics, texts, documentation, names, logos and other means of identification belong to the Licensor or its licensors and are protected by intellectual property law.

6.2. This Agreement transfers no intellectual property rights to you. Payment for a Subscription is payment for access to the Service, not acquisition of rights in it.

6.3. Feedback. By sending us ideas, suggestions, comments or requests regarding the Service, you grant us the right to use them without territorial or time limitation, free of charge, without any remuneration and without attribution, including by incorporating them into the Service and our other products.

6.4. The Service may include open source components, the use of which is governed by the respective licences of their rights holders.

7. User data

7.1. The data you enter into the Service remains yours. You grant us a non-exclusive licence to store, process, display and back up such data solely to the extent necessary to operate the Service and perform this Agreement.

7.2. You are fully responsible for the lawfulness, accuracy and content of the data you enter and for having the right to process it. We do not review, moderate or assess the content of fields completed by the User: for the Service this is technical data in free-form format.

7.3. Do not enter into the Service any data you are not permitted to store or process, nor passwords, private keys, payment credentials or other secrets: free-text fields are not intended for this purpose.

7.4. You may export your data and delete your Account at any time. After deletion, data cannot be restored; backups are overwritten in the ordinary technical course.

7.5. The Service is not a backup system. Maintaining your own copies of data that matters to you is your responsibility.

7.6. Processing of personal data is governed by the Privacy Policy.

8. Plans, payment and automatic renewal

8.1. The current Plans, their contents, limits and prices are published on the pricing page of the website and form part of this Agreement. We may change the range of Plans, introduce new ones and discontinue existing ones.

8.2. Payment is made through a Payment System. Where the Payment System acts as the merchant of record, its own terms and refund policy additionally apply to the transaction.

8.3. We do not receive or store full payment card details.

8.4. Paid Subscriptions renew automatically for an equivalent term at the then-current price until the User cancels the Subscription.

8.5. Prices may exclude taxes and duties, which are added where required by law.

8.6. We may change prices upon no less than 30 days’ notice. A price change does not affect a period already paid for.

8.7. If a payment fails, we may suspend access to paid functionality or move the Account to a free Plan.

9. Cancellation and refunds

9.1. Cancellation. You may cancel your Subscription at any time through the Service interface. Cancellation stops future automatic charges. Access to the paid Plan continues until the end of the period already paid for. Cancellation alone does not entitle you to a refund.

9.2. Used period. A Billing Month that has started is deemed fully used regardless of the actual extent of use of the Service and is not refundable.

9.3. Refund calculation. Where a refund is requested, the amount is calculated as follows:

Refund = Amount paid − (Number of started Billing Months × Base monthly price of the Plan)

If the result is zero or negative, no refund is made.

9.4. Base monthly price of the Plan means the price of the relevant Plan on monthly billing without discounts, as in effect on the date of payment. Where a Subscription paid for a longer term with a discount is refunded, the discount is not preserved: the Billing Months actually used are charged at the base monthly price.

9.5. Examples. Subscription paid monthly — no refund. Subscription paid for 3 months, request made during the second Billing Month — the amount paid less two base monthly prices is refunded. Annual Subscription, request made during the sixth Billing Month — the amount paid less six base monthly prices is refunded.

9.6. How to request. A refund request is submitted to the Payment System through which the payment was made and is considered in accordance with its rules. We do not issue refunds ourselves, but upon your request to support@averdesk.com we will assist you in submitting it.

9.7. Effect of a refund. Following a refund, access to the periods for which money has been returned ceases. Access to the current Billing Month, which is not refunded, continues until the end of that month.

9.8. Breach of terms. Where access is suspended or terminated for breach of this Agreement, no refund is made as a general rule. This does not prevent you from contacting the Payment System under its procedures; the granting of such a request does not restore access to the Service.

9.9. This section applies to the extent it does not conflict with mandatory consumer protection law of your country or with the rules of the Payment System, where these grant you greater rights.

10. Provision of the Service and absence of warranties

10.1. The Service is provided “as is” and “as available”.

10.2. We use reasonable efforts to keep the Service operational but do not warrant uninterrupted or error-free operation, availability at any given time, preservation of data, fitness of the Service for your expectations, purposes or requirements, or the achievement of any particular results from its use.

10.3. The Service may be temporarily unavailable due to planned or emergency maintenance, failures, acts of third parties (hosting, communication channels, payment and other providers) or force majeure. No guaranteed service level (SLA) is provided unless expressly agreed in a separate written contract.

10.4. We may at any time change, supplement, restrict or discontinue individual features of the Service, including without prior notice, provided that the core advertised functionality of the paid Plan is maintained.

10.5. Features designated as experimental, beta or preview are provided without any warranty and may be changed or switched off at any time.

10.6. Operation of the Service depends on your hardware, software and internet connection, for which we are not responsible.

11. Limitation of liability

11.1. You use the Service at your own discretion and at your own risk and are solely responsible for assessing its suitability for your purposes.

11.2. To the maximum extent permitted by law, we are not liable for lost profits, loss of or damage to data, business interruption, reputational harm, or any indirect, incidental, special or punitive damages arising out of the use of or inability to use the Service, whether or not we were advised of the possibility of such damages.

11.3. We are not liable for decisions made by you or by third parties on the basis of information displayed by the Service, nor for the completeness or accuracy of data entered by the User.

11.4. Aggregate liability cap. Our aggregate liability for all claims relating to the Service and this Agreement is limited to the amount refundable under section 9 as at the date the relevant claim arises and may in no event exceed the amount actually paid by you for the Service during the 12 months preceding that date.

11.5. Any claim must be brought within 12 months of the date on which it arose, unless a longer period is required by mandatory law.

11.6. The limitations in this section do not apply to liability that cannot be excluded or limited under applicable law, including liability for wilful misconduct and for death or personal injury, nor to consumer rights to the extent they are mandatory.

12. User representations and indemnity

12.1. You represent that you use the Service in compliance with the law and this Agreement and that your data does not infringe third-party rights.

12.2. You agree to indemnify us for documented losses, including reasonable legal costs, arising from third-party claims connected with your breach of this Agreement or of the law in your use of the Service.

13. Suspension and termination of access

13.1. You may stop using the Service and delete your Account at any time without giving reasons.

13.2. We may suspend or terminate access to the Service in the event of breach of this Agreement, a threat to the security of the Service or to other users, use of the Service for unlawful purposes, or where required by law. Except in cases of serious breach and legal requirements, we give prior notice and a reasonable period to remedy the breach.

13.3. Accounts inactive for the period stated on the pricing page may be deleted. Prior notice is sent to the email address associated with the Account.

13.4. Upon termination of access, the licence under section 4 terminates automatically. Sections 5, 6, 7.2, 11, 12, 16 and 17 survive termination of this Agreement.

14. Changes to this Agreement

14.1. We may amend this Agreement, including as the functionality of the Service develops or the law changes.

14.2. We give notice of material changes within the Service or by email no less than 14 days before they take effect. The date of the current version is stated at the beginning of this document.

14.3. Continued use of the Service after the changes take effect constitutes acceptance of them. If you do not agree, you may cancel your Subscription and stop using the Service; settlement in that case is made under section 9.

15. Discontinuation of the Service

15.1. If we decide to discontinue the Service, we will notify Users no less than 60 days in advance, keep data export available throughout that period, and settle accounts under the rules of section 9.

16. Governing law and dispute resolution

16.1. This Agreement is governed by the substantive law of Ukraine.

16.2. The parties will take reasonable steps to resolve disputes out of court. A claim is to be sent to support@averdesk.com and will be considered within 30 calendar days.

16.3. Disputes not resolved out of court are subject to the jurisdiction of the courts of Ukraine.

16.4. If you are a consumer, clauses 16.1 and 16.3 do not deprive you of the protection afforded by mandatory provisions of the law of your country of habitual residence, nor of the right to bring proceedings in the courts of your place of residence where such provisions so allow.

17. Miscellaneous

17.1. You may not assign your rights or obligations under this Agreement without our written consent. We may assign our rights and obligations in connection with a reorganisation or the sale of the business or part of it, upon notice to Users.

17.2. Neither party is liable for failure to perform due to force majeure, including hostilities, a state of emergency or martial law, power and communication outages, failures of third-party equipment, and acts of public authorities.

17.3. If any provision of this Agreement is held invalid, the remaining provisions remain in force.

17.4. Our failure to exercise any right does not constitute a waiver of it.

17.5. Notices are sent to the email address specified in the Account and are deemed received on the day of dispatch.

17.6. This Agreement, together with the documents referred to in clause 1.6, constitutes the entire agreement between the parties and supersedes all prior arrangements.

18. Service-specific terms

18.1. The Service is intended for the User to record, store, organise and analyse information about their own IT infrastructure, services, dependencies, requests and planned work.

18.2. The Service does not monitor or control the User’s infrastructure in real time, does not perform any actions on it and is not a replacement for monitoring, backup or security systems. Availability and status views reflect only the data recorded by the User or imported through the User’s integrations.

18.3. The agent and integrations (AD/LDAP synchronisation, CSV/JSON imports, API) read and transfer only the data that the User configures. The User is responsible for the lawfulness of that data and for the credentials used for such integrations.

18.4. All reports, dependency maps and impact analyses are generated from data entered by the User, and their accuracy depends entirely on the accuracy of that data.

18.5. The Service does not provide IT, security, legal or financial advice.

19. Details

Licensor: Bekmurzina Olena Petrivna, individual entrepreneur, Ukraine
Contact: support@averdesk.com
Registration details are available upon written request.