Terms of Use

Effective date: April 18, 2026

PLEASE READ THESE TERMS CAREFULLY. THEY INCLUDE A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER (SECTION 15) THAT AFFECT YOUR LEGAL RIGHTS. YOU MAY OPT OUT OF ARBITRATION WITHIN 30 DAYS OF FIRST ACCEPTING THESE TERMS.

1. Acceptance of Terms

These Terms of Use ("Terms") are a binding legal agreement between you ("you", "user") and Egor Diachenko, an individual residing in the State of Florida, United States ("we", "us", "Developer"), governing your use of the "Why Pay?!" mobile and desktop application (the "App") and the website at whypay.ru (the "Website", together with the App, the "Service"). By downloading, installing, creating an account in, or otherwise using the Service, you agree to be bound by these Terms and by our Privacy Policy. If you do not agree, do not use the Service.

2. Eligibility

You must be at least 13 years old to use the Service and at least 16 years old if you are located in the European Economic Area or the United Kingdom. By using the Service you represent and warrant that (a) you meet the minimum age requirement; (b) you have the legal capacity to enter into these Terms; and (c) you are not located in a country subject to a U.S. Government embargo or designated by the U.S. Government as a "terrorist supporting" country, and you are not on any U.S. Government list of prohibited or restricted parties (including OFAC's SDN list).

YooKassa purchases are governed by the Russian seller’s payment terms, which take precedence for those purchases. Mandatory consumer rights and available legal remedies remain unaffected.

3. Description of the Service

The Service is a personal task planner that lets you create tasks, notes, and categories, manage a calendar, and receive reminders. Basic features are provided free of charge. We reserve the right to add paid features or subscriptions in the future; any such changes will be disclosed at the point of purchase and will not affect previously-earned functionality.

4. Account Registration

You may use the App without registration, in which case all your data is stored locally on your device. You may also create an account to synchronize your data across devices. When creating an account you agree to (a) provide accurate and current information; (b) keep your password confidential; (c) be responsible for all activity under your account; and (d) promptly notify us of any suspected unauthorized use. We may suspend or terminate an account that we reasonably believe is being used in violation of these Terms.

5. User Content

"User Content" means tasks, notes, categories, settings, and any other content you create or upload through the Service. You retain all rights in your User Content. By using the Service, you grant us a limited, non-exclusive, worldwide, royalty-free license to host, store, transmit, back up, and display your User Content solely as necessary to operate the Service, sync your data across your devices, and provide related features to you. We do not use your User Content for advertising, profiling, or AI training. You are solely responsible for your User Content and for the legality of the content you store in the Service.

6. Acceptable Use

You agree not to:

Use the Service for any unlawful purpose or in violation of any applicable law or regulation;
Upload, store, or transmit content that is illegal, infringing, defamatory, harassing, or that violates another's privacy or intellectual-property rights;
Attempt to gain unauthorized access to our servers, other users' accounts, or the underlying infrastructure of the Service;
Reverse-engineer, decompile, or disassemble the App, except to the limited extent applicable law expressly permits;
Distribute viruses, worms, or other malicious code through the Service;
Use automated means, bots, or scripts to overload or interfere with the Service;
Resell, sublicense, or make the Service available to third parties as a hosted or managed service;
Remove or alter any proprietary notices on the Service.

We may investigate and take appropriate action, including removing content, suspending or terminating accounts, and cooperating with law enforcement, in response to any actual or suspected violation of this Section.

7. Intellectual Property

The Service, including the App, its source code, design, graphics, logos, and text (other than User Content), is owned by the Developer and protected by United States and international copyright, trademark, and other laws. Subject to your compliance with these Terms, we grant you a personal, limited, non-exclusive, non-transferable, revocable license to install and use the App on devices that you own or control, for your personal, non-commercial use only. All rights not expressly granted are reserved.

8. Copyright & DMCA Notices

We respect the intellectual-property rights of others. If you believe that material available through the Service infringes your copyright, you may send a notice of claimed infringement under the Digital Millennium Copyright Act (17 U.S.C. § 512) to our designated agent:

Email: info@whypay.ru (subject line: "DMCA Notice")
The notice must include: (i) your signature; (ii) identification of the copyrighted work; (iii) the location of the allegedly infringing material; (iv) your contact information; (v) a statement that you have a good-faith belief the use is not authorized; and (vi) a statement, under penalty of perjury, that you are the owner or authorized to act on the owner's behalf.

We may terminate the accounts of repeat infringers.

9. Third-Party Services

The Service may interact with third-party services (including Apple APNs, Google FCM, Apple/Google/RuStore app stores, and Let's Encrypt). Your use of those services is subject to their own terms. We are not responsible for the availability, content, or practices of third-party services.

10. Termination

You may stop using the Service at any time and delete your account through the Profile section of the App or as described at whypay.ru/en/delete-account. We may suspend or terminate your access to the Service at any time, with or without notice, if we reasonably believe you have violated these Terms, created risk or legal exposure for us, or engaged in fraudulent or abusive behavior. Sections that by their nature should survive termination (including Intellectual Property, Disclaimers, Limitation of Liability, Indemnification, Dispute Resolution, and Miscellaneous) will survive.

11. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DATA YOU STORE WILL NOT BE LOST OR CORRUPTED. YOU ARE RESPONSIBLE FOR MAINTAINING YOUR OWN BACKUPS OF ANY IMPORTANT DATA.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE DEVELOPER BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, USE, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THE SERVICE OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE DEVELOPER'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS SHALL NOT EXCEED THE GREATER OF (a) THE AMOUNT YOU PAID TO US FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (b) ONE HUNDRED U.S. DOLLARS ($100). SOME JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS OR LIMITATIONS; IN THOSE JURISDICTIONS OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

13. Indemnification

You agree to defend, indemnify, and hold harmless the Developer from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with (a) your use of the Service; (b) your violation of these Terms; (c) your User Content; or (d) your violation of any law or third-party right.

14. Apple App Store Additional Terms

The following applies if you download the App from the Apple App Store:

These Terms are between you and the Developer only, not with Apple. Apple is not responsible for the App or its content.
Apple has no obligation to furnish any maintenance or support services for the App.
If the App fails to conform to any applicable warranty, you may notify Apple, and Apple may refund the purchase price (if any). To the maximum extent permitted by law, Apple has no other warranty obligations with respect to the App.
The Developer, not Apple, is responsible for addressing any claims relating to the App, including product-liability, legal or regulatory, and intellectual-property claims.
You represent that you are not located in a country subject to a U.S. Government embargo or designated as a "terrorist supporting" country, and you are not on any U.S. Government list of prohibited or restricted parties.
Apple and its subsidiaries are third-party beneficiaries of these Terms and, upon your acceptance, will have the right to enforce these Terms against you as a third-party beneficiary.

15. Governing Law; Arbitration; Class Action Waiver

Governing law. These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of Florida and the federal laws of the United States applicable therein, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Informal resolution. Before filing a claim, you agree to try to resolve the dispute informally by sending a written Notice of Dispute to info@whypay.ru describing the claim and proposed resolution. If we cannot resolve the dispute within 60 days, either party may proceed as described below.

Binding individual arbitration. Except for the exceptions below, you and the Developer agree that any dispute, claim, or controversy arising out of or relating to the Service or these Terms ("Dispute") shall be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules, before a single arbitrator. The arbitration shall take place in the State of Florida, or, at your election, by telephone or online, or in the U.S. county where you reside. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Class action waiver. YOU AND THE DEVELOPER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. If this class-action waiver is found unenforceable, then the entirety of this Section 15 (except the choice of law) will be null and void.

Exceptions. Either party may (a) bring an individual action in small-claims court for claims within the court's jurisdiction; (b) seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual-property rights; and (c) opt out of arbitration as described below.

30-day opt-out. You may opt out of this arbitration agreement by sending written notice to info@whypay.ru within 30 days of first accepting these Terms. Your notice must include your name, the email associated with your account, and the statement: "I opt out of arbitration." Opting out will not affect the remainder of these Terms.

Non-arbitrable claims; venue. For any Dispute not subject to arbitration, you and the Developer submit to the exclusive jurisdiction of the state and federal courts located in the State of Florida, United States, and waive any objection to venue there.

16. Privacy

Our Privacy Policy explains how we collect, use, and protect your information and is incorporated by reference into these Terms.

17. Modifications to the Terms

We may modify these Terms from time to time. The "Effective date" above reflects the latest version. For material changes, we will provide reasonable notice (for example, by in-app notice or email to the address associated with your account) before the changes take effect. Your continued use of the Service after the effective date of the updated Terms constitutes your acceptance. If you do not agree, you must stop using the Service and, if applicable, delete your account.

18. Miscellaneous

Entire Agreement. These Terms and the Privacy Policy are the entire agreement between you and the Developer regarding the Service and supersede any prior agreement.
Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will remain in effect.
No Waiver. Our failure to enforce any right or provision is not a waiver of such right or provision.
Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a sale, merger, or reorganization of the Service.
Relationship. No agency, partnership, joint venture, or employment is created by these Terms.
Notices. Notices to you may be provided by email or through the Service. Notices to us must be sent to info@whypay.ru.
Export controls. You agree to comply with all applicable U.S. and international export control laws.

19. Contact

Questions about these Terms should be sent to info@whypay.ru.