Effective date - August 1, 2018
1 BASIC PROVISIONS
1.1 This Agreement, and any documents and sources referred to in this Agreement, sets out to the subscriber(s) (hereinafter User) the terms and conditions upon which VIPole LTD, registered in Luben Karavelov № 5, Plovdiv 4000, Bulgaria under company number 205169650 (hereinafter Service Provider), jointly referred to as the Parties and separately as the Party, provides to the User the right to use its services (hereinafter Services) listed on www.vipole.com (hereinafter the Website), subject to a fee paid by the User, in accordance with the selected Subscription plan for Services (stipulated and published by the Service Provider on its Website), except for cases implying free use expressly stipulated by the Service Provider, for a defined period (promotional offers, etc.)
Every User should carefully read this User Agreement (hereinafter Agreement) and ensure they understand it before using any Services on Our Website.
1.2 By using any of the Services provided by the Service Provider, the User agrees to assume the obligations stipulated by this Agreement.
1.3 If the opportunity should present itself to use the Services in any manner other than that established by the Service Provider in this Agreement, even without accepting the terms of this Agreement, the Provider bears no responsibility before the person availing himself/herself of such use, as well as before third persons, including when such use may cause material or moral damage.
1.4 The Agreement governs the procedure for using the Services either jointly or separately, and is binding upon all Users who have registered on the Website or started using any of the Services.
1.5 The Provider is entitled to amend this Agreement at its discretion. Amendments are published on the Website.
1.6 The User must make himself/herself aware of announcements made on the Website regarding amendments to this Agreement.
1.7 Users must read every new revision of this Agreement independently and in full. The Service Provider notifies Users about amendments to the Agreement via email or internal messages by means of the Software, or by publishing the new revision of the Agreement on the Website. Use of the Software, as well as use of the Services provided by the Service Provider on its Website under this Agreement after the publish date of any of the Agreement revisions equates to agreeing to the amended terms and conditions of the Agreement.
1.8 If not in agreement with the terms and conditions of a new revision of the Agreement, the User should cease using the Services of the Service Provider, as well as its Software. The rules for refunding unused funds of the User are outlined in Section 10 of this Agreement: Rules of Refund.
1.9 The User should keep a copy of these terms and conditions for future reference. Each new revision of the Agreement should be treated in the same manner.
2 INTERPRETATION
This clause sets forth the definitions and interpretations valid within the framework of this Agreement.
2.1 User: an individual registered with the Service Provider as a User Account holder and owner of a non-exclusive license for using the Website, Software, Services and Documentation of the Service Provider in accordance with the terms and conditions of this Agreement.
2.2 User account: unique authentication data of the User purchased by the User for a defined Subscription Period in accordance with the selected Subscription plan, which the User uses for authorization on the Website and for gaining access to the Services and Documentation, which he/she also uses in accordance with the Agreement. Unique authentication data is assigned to the User when registering on the Website.
2.3 Registration: generation of a User Account on the Website.
2.4 Services: services provided to the User by the Service Provider in accordance with the Agreement, listed on the Website or at another Internet address communicated by the Service Provider to the User, described in more detail in the Documentation.
2.5 Software: software applications provided by the Service Provider, required by the User to use/during use of the Services provided by the Service Provider.
2.6 Subscription plan: payment sum for Subscription to the Services paid by the User to the Service Provider in accordance with the defined Subscription Period and list of Services.
2.7 Subscription: a period during which the User may use the Services, Website, Documentation and Software provided by the Service Provider, subject to the terms and conditions of this Agreement and in accordance with the Subscription plan selected by the User.
2.8 Subscription Period: a renewable period, equal to at least 30 calendar days, during which the terms and conditions of this Agreement apply.
2.9 Documentation: documents to which the Service Provider provides the User access online, via the Website or at another Internet address communicated to the User by the Service Provider, containing the description of the Services and instructions for the User of such Services.
2.10 Profile: automated User service system deployed on the Service Provider's server, intended for providing the User with statistical data regarding the scope of Services received and information on the current status of the User's Personal Account, as well as for receiving feedback from the User.
2.11 Personal Account: a method of recording statistical data about payments made upon execution of the terms and conditions of the Agreement, for Services purchased by the User, unused cash and other funds belonging to the User (including bonus points and others, determined exclusively by the Service Provider) which he/she uses for payments to the Service Provider, and any other information relevant for the Parties. A Personal Account is assigned a unique number used as an identifier subject to the terms and conditions of the Agreement.
2.12 VIPole system: hardware and software of the Service Provider ensuring provision of the Services listed on the Website, as well as storing account and statistical data.
2.13 Confidential Information: information to which there exists exclusive rights or which is not subject to disclosure, expressly mentioned as such or defined as Confidential Information in Section 12.
2.14 User Data: data used by the User and Service Provider for and/or during the use of the Services of the Service Provider (its Websites and Software) or for providing such Services, and/or transferred in any manner by the User using the Software provided by the Service Provider, with the purpose of using the Services or assisting the User in using the Services.
2.15 Usual Business Hours: periods established by the Service Provider for the undertaking of business operations by the employees of the Service Provider in accordance with legislation based on the location of the registered office of the Service Provider's respective branch.
2.16 Business Day: any day with the exception of Saturday, Sunday and days considered official holidays in accordance with legislation based on the location of the respective branch of the Service Provider.
2.17 Virus: any object or device (including any form of software, computer code, file or program) capable of: changing the operating conditions of, hinder, worsen or cause any other adverse effect on the operation of any software, hardware or netware, any telecommunication services, equipment or network, or any service or device whatsoever; changing the operating conditions of, hinder, worsen or cause any other adverse effect to access to any program or data or their operation, including the reliability of any program or data (whether by re-engineering, altering or deleting such a program or data in full or in part, or otherwise); or adversely affecting the availability of Services provided by the Service Provider, including through the use of worms, Trojan horses, viruses or other similar objects or devices.
2.18 IT Support Policy: a collection of basic regulations of the Service Provider for providing IT support in connection with the Services.
2.19 The names of clauses, subclauses and attachments have no effect on the interpretation of this Agreement.
2.20 Singular forms include the plural forms thereof, and vice versa.
2.21 Reference to either gender implies reference to the other gender.
2.22 Reference to any law or provision of the law shall mean reference to the above standards in their currently valid form, subject to any amendments or new revisions, including any currently applicable bylaws adopted in accordance with such standards.
2.23 Written documents shall include fax messages and emails.
2.24 Reference to clauses and attachments shall mean reference to clauses of this Agreement and attachments hereto; reference to subclauses shall mean reference to subclauses of a respective attachment to this Agreement.
3 SOFTWARE AND PROVISION OF RIGHTS/ACCESS TO THE SERVICES
3.1 VIPole Software for Internet communication, other VIPole applications and respective Documentation (whether written or electronic), as well as any modifications, changes, adaptations, corrections, updates and future revisions of the above Software, offered either on a free or on a paid basis (jointly referred to as the Software), are provided (but not sold) for temporary use by the User under a non-exclusive license according to the Subscription plan selected by the User. Once granted this right, the User may not transfer it to third parties, whether by agreement or not, or upon any other possible conditions.
To obtain access to the Services, the User shall:
3.1.1 create a User Account by registering on the Website;
3.1.2 accept the terms and conditions of this Agreement in a manner stipulated by the Service Provider.
3.1.3 pay for the Services according to the Subscription plan selected. This clause is mandatory, except when the Service Provider expressly stipulates the possibility of free access to the Services for a certain period.
3.2 Any testing period shall be determined by the Service Provider for each particular Service at its own discretion.
3.3 When testing is complete, the User Account shall be deactivated. To activate his/her User Account, the User shall pay for the Services of the Service Provider in accordance with a selected Subscription plan and Subscription Period, to enable the availability of Services as provided by the Service Provider.
3.4 The User must accept the terms and conditions of this Agreement in order to begin using the Services provided by the Service Provider in testing mode.
3.5 During testing, the User shall perform its obligations as stipulated by this Agreement before the Service Provider and third parties (in relation to this Agreement), except terms of payment or other conditions not stipulated by the testing mode.
3.6 The User does not have the right to agree to observe the terms and conditions of this Agreement in the following cases, if the User:
3.6.1 is not allowed to use the Software, Services and Websites of the Service Provider in accordance with national law (governing national law of the person, or the laws of the country of his/her residency, or other laws governing the legal relations between the User and the Service Provider, should the User choose to enter into such relations);
3.6.2 does not possess full legal capacity to sign a legally binding contract with the Service Provider and to use the Services, Software and Websites of the Service Provider.
3.7 Using Software to call fixed-line, mobile and SIP phones does not imply that the Software can replace a usual mobile or fixed-line phone. It is not possible to make calls to emergency services using the Software. By signing this Agreement the User confirms his/her obligation not to use the software of the Service Provider, nor attempt to use the software, to call any emergency service.
3.8 Under no circumstances shall the Service Provider bear liability to the User or related third parties in case of breach by the User of Clause 3.7 of this Agreement.
3.9 When using the Software, the cost of calls to premium numbers additionally billed by local phone code operators in any country of the world (e.g. calls to a 900 number) may differ from the cost of usual calls to fixed-line and mobile phones. In certain cases calling such numbers may (but not necessarily) be blocked by the Service Provider or a third party.
3.10 The User agrees to receive advertisements and newsletters by e-mail, the internal mail of the service, or via SMS from the Service Provider or its partners. The User may unsubscribe from such advertisements and newsletters at any time using a method intended by the Service Provider.
3.11 The User has the right to participate in affiliate programs, partner programs, bonus programs and other marketing campaigns of the Service Provider in accordance with the terms of the respective programs regulated by a separate agreement.
4 OBLIGATIONS OF THE USER
Subject to the User's purchasing a User Account in accordance with this Agreement, observing the limitations listed in Section 4 of this Agreement and other conditions of this Agreement, the Service Provider hereby provides to the User a non-exclusive, non-negotiable right to use the Services, Software, Websites and Documentation throughout the Subscription Period.
4.1 The User undertakes to make all possible efforts not to allow anyone other than himself/herself to use the User account assigned to him/her.
4.1.1 The User undertakes to use a strong password for the use of the Services, Software, Websites and Documentation. A strong password is a password that meets the generally accepted concepts in this field. Example: a password at least six characters in length, including one letter, one digit and one capital letter. The password should be changed at least once a month. Every User must keep his/her password secret.
4.1.2 The User is responsible for safeguarding User Account information and the password, as well as for all actions performed in the User Account.
4.1.3 If clauses 4.1.1 and 4.1.2 are breached, the User shall independently bear liability for the consequences of such a breach.
4.2 When using the Services, the User shall not access Viruses, or any other means of storing, distributing or transferring Viruses or other materials, and shall not collaborate or assist with the distribution of Viruses or materials which:
4.2.1 are illegal, harmful, threatening, discrediting, obscene, infringing of any rights, disturbing, insulting in terms of race or nationality;
4.2.2 assist illegal activity;
4.2.3 contain sexually explicit images;
4.2.4 encourage illegal violent behavior;
4.2.5 are discriminating in terms of race, gender, skin color, religion, sexual orientation, any disabilities, or in connection with any other criminal activity; or
4.2.6 cause damage to any person or property;
4.3 The Service Provider reserves the right to, without any obligation to the User, block the User from accessing any materials that are in breach of Clause 4.2. Except for cases as permitted by applicable legislative norms, which cannot be excluded by the Agreement between the Parties.
4.4 Software updates on the Client's side are performed by the User at his/her own free will. However, in certain cases the Service Provider may demand that the User apply critical updates pertaining to the Software that may have an impact on the quality of Services and data protection. The User agrees to accept such Updates in accordance with these Terms. In certain cases a mandatory update (version change) of the Software may be caused by changes in third-party software interacting with the Software provided to the User by the Service Provider (including, but not limited to, changing the operating system).
4.5 The User shall not:
4.5.1 attempt to copy, alter, dub, create derivatives of, program shells, web mirrors of, re-publish, load, showcase, transfer or distribute the Software in its entirety and/or Documentation (depending on the circumstances) or any of their parts in any form, on any media, in any possible way; or
4.5.2 attempt to decompile, disassemble, decipher technology or in any other way transform the Software in its entirety or in part into any form readable by a person; or
4.5.3 access Services and Documentation in their entirety or in part to create a product or service competing with the Services and/or Documentation; or
4.5.4 use the Services and/or Documentation to provide services to third parties; or
4.5.5 in accordance with the provisions of this Agreement, to license, sub-license, sell, lease or rent, transfer on a free or paid basis the Software or access to the Services to third parties;
4.5.6 transfer, provide, distribute, showcase any information and/or Documentation received from the Service Provider (or with the use of the Software and the Service Provider's Website) or subject this information and/or Documentation to any other commercial use, or grant access in any other manner to the Services and/or Documentation to any third party, or
4.5.7 attempt to obtain or assist third parties in obtaining access to the Services and/or Documentation in any manner other than that stipulated by this Agreement;
4.6 The User shall take all reasonable steps to prevent any unauthorized access to or use of the Services and/or Documentation and immediately notify the Service Provider in case of any such unauthorized access or use.
4.7 The rights granted under this Agreement shall be provided solely to the User; they shall not be deemed as having been provided to any third party.
4.8 The User shall provide any necessary assistance that may be required by the Service Provider both in resolving issues relating to the User and in providing to the latter Services of due quality, in accordance with this Agreement, and
4.8.1 provide necessary access to any information that may be required by the Service Provider;
4.8.2 to provide Services, including, but not limited to, the User's data, information regarding access to the data protection system and configuration services;
4.8.3 observe all standards and requirements of the law applicable to his/her actions according to this Agreement;
4.8.4 to fulfill in a timely and efficient manner all other User obligations as stipulated by this Agreement. Should the User delay assistance agreed to by the Parties, the Service Provider may make reasonable amendments to any service timetable or schedule agreed to by the Parties;
4.8.5 obtain and renew consent agreements and permissions, as well as any other permission documentation required by the Service Provider, its counterparties, agents and representatives to fulfill their obligations under this Agreement, including the provision of Services;
4.8.6 ensures the conformity of its network and other systems with the specifications provided by the Service Provider; and
4.8.7 bears sole responsibility for ensuring and maintaining the operable condition of network connections and communication lines connecting the User's systems to the Service Provider's information centers, as well as for any issues, situations, delays, failure to provide information and any other loss or damage caused by or connected to the User's network connections and communication lines or with Internet operation.
5 USER IT SUPPORT POLICY
5.1 During the Subscription Period the Service Provider shall provide the Services and provide the User with the respective Documentation, access to the Software and its Websites, according to this Agreement and in accordance with these terms.
5.2 The Service Provider shall make commercially reasonable efforts to ensure the availability of the Services around the clock and on a daily basis except for:
5.2.1 time required for scheduled preventative maintenance;
5.2.2 time required for unscheduled maintenance;
5.3 The Service Provider, as part of the Services and without any expense on the part of the User, shall provide to the User standard technical support during Usual Business Hours, in accordance with the User IT Support Policy of the Service Provider, valid during the provision of the Services. The User may also purchase extended IT support services at prices set by the Service Provider which are current at that time.
5.4 The Service Provider may amend its IT Support Policy at its absolute discretion.
6 USER DATA
6.1 The User has all the rights to the User Data and bears sole responsibility for the lawfulness, reliability, accuracy and quality of such data.
6.2 The User agrees to the Service Provider performing technical operations that it deems necessary to archive and store the User's data at its sole discretion, for the purpose of providing the Services to the User.
6.3 When providing the Services, the Service Provider shall comply with the provisions of its Privacy and Security Policy related to ensuring the confidentiality and security of the User's data available on the Website or at another Internet address communicated to the User by the Service Provider, subject to possible amendments that the Service Provider may make to the said document solely at its discretion.
6.4 If the Service Provider, when performing its obligations under this Agreement, processes any personal data on behalf of the User, the Parties shall document their intentions as to the following: The User shall act as the manager of the said data, and the Service Provider as the operator of the said data, and in all similar cases:
6.4.1 The User recognizes and agrees that the said personal data may be transferred or stored outside the European Economic Area or any country of the User's location for the purpose of providing the Services and performing other obligations of the Service Provider under this Agreement;
6.4.2 The User guarantees that he/she is a full and lawful title holder of respective personal data transferred to the Service Provider by the methods prescribed, for the Service Provider to be able to lawfully use, process and transfer the said personal data in accordance with this Agreement on behalf of the User;
6.4.3 The User undertakes, if necessary, to notify and obtain consent from third parties and concerned persons to the said use, processing and transfer of data in accordance with applicable law on data protection;
6.4.4 If the User breaches clauses 6.4.1 and 6.4.3, the User shall independently bear full liability for the consequences of such a breach.
6.4.5 The Service Provider processes the said personal data only in accordance with this Agreement and in compliance with any respective requirements of the law, or reasonable instructions as provided by the User; and
6.4.6 Each Party shall take the necessary technical, organizational and other reasonable measures to prevent unauthorized or unlawful processing, accidental loss, damage to or destruction of the said personal data.
7 THIRD-PARTY PROVIDERS
7.1 The User recognizes that the Services may enable him/her to assist in accessing website content, correspondence, purchasing products and services from third parties via third-party websites and that he/she does it at his/her own risk.
7.2 The Service Provider does not make any statements or assertions, does not assume any obligations whatsoever, does not bear any liability and does not have any obligations with respect to maintaining, using or corresponding with any similar websites owned by third parties, as well as any completed transactions or contracts signed by the User with the said third parties.
7.3 The User recognizes that the responsibility of the Service Provider to provide secure communication services is restricted to the use of the Software of the Service Provider, as well as the User's User Account on the Website. Any data received by the User, files transmitted to the User of the hyperlink with the use of the Software are beyond the responsibility of the Service Provider.
7.4 Any signed contract and any transaction made via any third-party website are deemed accordingly signed and executed between the User and respective third party other than the Service Provider. The Service Provider recommends the User to read the terms of use of such a website and its privacy policy before using such a website. The Service Provider does not express its support and/or approval with respect to any third-party websites or their content available when using the Services. The exceptions are: official representatives of the Service Provider, as well as its subsidiaries, official partners of the Service Provider advertised by the Service Provider in respective sections of its Website.
8 OBLIGATIONS OF THE SERVICE PROVIDER
8.1 The Service Provider undertakes to provide the Services in accordance with: this Agreement, Documentation developed by the Service Provider and related to the provision of the Services, with reasonable professionalism and care, except when the Service Provider breaches such obligations other than through its own fault.
8.2 Obligations assumed by the Service Provider do not cover any inconsistencies or deviations in the provision of the Services caused by using Services contradicting the Service Provider's instructions or by altering the Services by any party other than the Service Provider or duly appointed counterparties, agents, representatives and intermediaries of the Service Provider.
8.3 If the provision of the Services is not consistent with the above obligations, the Service Provider shall make reasonable efforts to correct the inconsistency within a time period determined in each particular case solely by the Service Provider. Such a correction or replacement are the sole and exclusive compensation to the User for any breach of obligations connected with the provision of services to the User.
8.4 Moreover, the Service Provider:
8.4.1 does not guarantee that the use of the Services by the User will be uninterruptible or error-free and that the Services, Documentation and/or information obtained by the User through using the Services will meet the requirements of the User; and
8.4.2 does not bear liability for any delays, failure to provide information or any other losses or damage occurring through data transfer over networks and through various means of communication, including the Internet, and the User recognizes that the provision of the Services and Documentation may be affected by limitations, delays and other difficulties intrinsic to the use of the said means of communication.
8.5 This Agreement does not prevent the Service Provider from entering into contractual obligations with third parties, as well as signing such agreements with third parties, or independently developing, using, selling or licensing documentation, products and/or services similar to those provided under this Agreement.
9 PAYMENT FOR SERVICES
9.1 THE USER SHALL PAY FOR THE SERVICES ON THE CONDITION OF 100% PREPAYMENT.
9.2 Payment for the Services shall be made using the funds on the User's Personal Account in the VIPole system, according to the Subscription plan and Subscription Period selected.
9.3 The currency for settlements under this Agreement shall be Euros, US Dollars. The Parties may choose another currency for settlements, depending on the law of the country of residency/use of the services by the User.
9.4 Commission required for transferring funds to the account specified by the Service Provider shall be paid by the User.
9.5 Subscription plan for the Services provided by the Service Provider are published on the Website.
9.6 The Service Provider shall periodically debit funds from the User's Personal Account in the VIPole system to the amount corresponding to the Subscription plan and Subscription Period selected by the User. The first debiting of funds shall occur on the first of 30 (thirty) reporting days. The Services shall be deemed paid after funds have been credited to the Service Provider's account.
9.7 The User is provided information via the Profile regarding the period of Services paid for in accordance with the Agreement, the end date of the paid period, and the balance of the Personal Account in the VIPole system.
9.8 The User undertakes to top up his/her Personal Account in a timely manner by making the necessary payment(s) in amounts depending on the Subscription plan and Subscription Period selected by the User.
9.9 If sufficient funds to renew this Agreement are not available on the User's Personal Account in the VIPole system on the end date of a paid Subscription Period, the Service Provider has the right to suspend provision of the Services to the User.
9.10 Provision of the Services shall be resumed when sufficient funds are available on the User's Personal Account in the VIPole system to pay the obligations in accordance with the Agreement to renew for the next Subscription Period.
9.11 If the User changes the Subscription plan, funds that remain paid for the previous Subscription plan are not refunded to the User.
9.12 The day Subscription plan changes shall be the first day of crediting funds to the Service Provider's account under this Agreement, in accordance to the conditions of the new Subscription plan.
9.14 The final cost of the Services includes additional taxes (including VAT) mandatory in the territory of residence/use of the Services by the User.
9.15 The Service Provider has the right but not the obligation to offer, at its own discretion, free use of paid Services during the testing period as a promotion offer.
9.16 The User may apply to the Service Provider with a written request to suspend debiting of funds from the account according to the Subscription plan if he/she does not intend to use the Services of the Service Provider for a long period of time.
9.17 If the User does not pay for the Subscription period under paid Subscription plan during 6 months, the Service Provider shall delete User Account of the User.
10 RULES OF REFUND
10.1 According to this Agreement, the User is entitled to request a refund of any unused funds on his/her VIPole Personal Account.
10.2 To receive a refund, the User must complete an application form (Refund Request) on the Website.
10.3 The Service Provider does not accept refund requests in any form other than that specified in Clause 10.2.
10.4 The Service Provider is entitled to reject any repeated refund requests relating to the same funds.
10.5 If any provision of this section (as well as the entire Agreement) should be breached, the Service Provider is entitled to terminate the Agreement unilaterally.
10.6 If early termination of the Agreement occurs, the User is entitled only to a refund of funds that he/she has paid in excess of the assigned Subscription plan for the Subscription Period.
10.7 Funds paid by the User under a Subscription plan for a Subscription Period and additional Services during which the User used the Services shall not be subject to a refund.
10.8 A refund is only possible in the same manner and using the same payment system as those selected by the User to top up his/her Personal Account.
10.9 If funds are credited by mistake, in order to avoid the unlawful use of other persons' funds the User shall immediately notify the Service Provider in writing about any incoming funds of uncertain origin not initiated by the User.
10.10 If any errors in the details of his/her User Account are discovered, the User must contact an authorized representative of the payment system selected. The User has the right to file a written application regarding erroneous crediting directly to the Service Provider if the User has topped up his/her Personal Account directly via the Service Provider, by using the specified details, without the mediation of third parties or companies.
10.11 If the User notices error(s) on the Service Provider system and it/they relate(s) to: Subscription plan change, billing services, debiting and/or crediting of funds, or another error, the User should contact the Service Provider in writing with a detailed explanation of the nature of such error(s) and a request the same be corrected.
10.12 The User should file requests to have the error corrected on the Service Provider system within the current reporting period.
10.13 If the User fails to comply with Clauses 10.11 and 10.12, he/she may not turn to the Service Provider with a refund request during a period following the current reporting period of 30 (thirty) days.
11 TITLE (PROPRIETARY RIGHTS)
11.1 The User acknowledges and agrees that the Service Provider and/or its licensees hold all intellectual property rights to the Services, Software, Websites and Documentation provided.
11.2 Except for cases expressly stipulated in this Agreement, this Agreement does not grant to the User any patent rights, copyright, rights to databases, commercial secrets, trade names, trademarks (whether registered or not), or any rights or licenses whatsoever with respect to Services, Software, Website or Documentation.
11.3 The Service Provider confirms that it holds all the rights with respect to the Services, Software, Websites and Documentation necessary to provide any and all rights provided under this Agreement.
12 CONFIDENTIALITY
12.1 Either Party may be granted access to the Confidential Information of the other Party for the purpose of performing its obligations under this Agreement. The following information shall not be treated as any part of Confidential Information of either Party:
12.1.1 that which is or has become known to the public other than as a result of any action or mission on the part of the receiving Party;
12.1.2 that which the other Party lawfully owned before its disclosure;
12.1.3 that which has been lawfully disclosed to the receiving party by a third party, without restriction in relation to its disclosure;
12.1.4 that which has been independently received or developed by the receiving party, given that such independent receipt or development can be proven with written evidence; or
12.1.5 that which must be disclosed according to the law by a court of competent jurisdiction or any supervisory or administrative authority.
12.2 Each Party shall keep Confidential Information of the other Party private and not make it available to any third party, as well as not use such Confidential Information of the other Party for any purposes other than for the execution of this Agreement.
12.3 Each Party shall take reasonable measures to ensure that Confidential Information of the other Party available to the former Party is not disclosed or distributed by the employees, representatives, agents or intermediaries, or any other persons related to the said Party, in breach of this Agreement.
12.4 Neither Party shall be liable for the loss, destruction, alteration or disclosure of Confidential Information caused by a third party, if preventing such disclosure was beyond the reasonable capabilities of the Party in terms of maintaining the other Party's Confidential Information private.
12.5 The User acknowledges that any details pertaining to the Services and results of any tests performed to determine the technical properties of the Services constitute Confidential Information of the Service Provider.
12.6 The Service Provider acknowledges that User Data constitutes User Confidential Information.
12.7 The Service Provider provides respective administrative, technical and physical guarantees aimed at ensuring User Data is protected from unauthorized access and use. In addition, the Service Provider and the User understand and agree to the conditions of the Privacy Policy published on the Website and incorporated herein by reference. The User Data (which the User exchanges/transfers in any manner using the Software) is encrypted by the User using the Software in such a way so that the Service Provider has no technical capability to access and/or decrypt such data.
12.8 Section 12 of this Agreement shall remain valid after the termination of this Agreement, regardless of the cause of termination.
12.9 Any absence of Confidential Information of the Party when, for example, the Service Provider has destroyed all User Data after terminating this Agreement shall be considered as an exception from clause 12.8.
13 INDEMNITY
13.1 The User shall protect, indemnify and not hold the Service Provider responsible for any liability in connection with any claims, lawsuits, proceedings involving any damages, losses, costs and expenses (including court expenses and reasonable legal fees) if any the above occurs as a result of or in connection with the use of Services and/or Documentation by the User, provided that:
13.1.1 The User has been notified of any such claim in a timely manner;
13.1.2 The Service Provider has provided the User with reasonable assistance in its defense against of settling of such a claim, at the User's expense; and
13.1.3 The User is granted absolute authority to defend itself against and settle such a claim.
13.2 The Service Provider shall, according to Clause 11.3 (subject to Clauses 11.1 and 11.2), not hold the User responsible relating to any claim if the Services or Documentation violate any EU patent valid on the effective date of this Agreement, copyright, propriety rights to a trademark or database or right of privacy, and indemnify the User for all amounts due by the latter during the consideration or settlement of such claims, provided that:
13.2.1 The Service Provider has been notified of any such claim in a timely manner;
13.2.2 The User provides to the Service Provider reasonable assistance in its defense against and settling such a claim, at the Service Provider's expense; and
13.2.3 The Service Provider is provided absolute authority to defend itself against and settle such a claim.
13.3 During defense against or settlement of any claim the Service Provider may allow the User to continue using the Services, replace or alter the Services in such a way so that they no longer constitute the above breach or, if such measures do not appear reasonably possible, to terminate this Agreement by notifying the User accordingly, two business days in advance, without any additional responsibility or obligations to pay liquidated damages or any extra expenses to the User.
13.4 Under no circumstances shall the Service Provider, its employees, representatives, agents, intermediaries or counterparties bear liability before the User in cases when the suspected breach has been caused by the following:
13.4.1 alterations to Services, software, components, content or any other elements of the Service Provider's Websites or Documentation, made by any person other than the Service Provider; or
13.4.2 use by the User of the Services and Documentation in a manner contradictory to the instructions given to the User by the Service Provider; or
13.4.3 use by the User of the Services and Documentation after receiving from the Service Provider or any competent authority to notify of a suspected or actual violation.
13.5 Above are sole and exclusive rights and remedies of the User and the entire scope of obligations and liability borne by the Service Provider (including the following persons: employees, representatives, agents, intermediaries or counterparties of the Service Provider) for the violation of any patent, copyright, right to a trademark, database or the right to privacy.
14 DISCLAIMER
14.1 This Clause covers the full extent of the financial liability of the Service Provider (including any liability for actions or omissions of its employees, representatives, agents, intermediaries or counterparties) before the User with respect to the following:
14.1.1 any breach of this Agreement;
14.1.2 any use by the User of the Services, Software, Website and Documentation or any part thereof; and
14.1.3 any statement, assertion, harmful action or omission (including those committed by negligence) occurring as a result of or in connection with the execution of this Agreement.
14.2 Except for cases expressly stipulated and separately noted in this Agreement:
14.2.1 The User assumes sole liability for the results of his/her use of the Services and Documentation and conclusions made on the basis of such use. The Service Provider bears no liability for any damage caused by errors or omissions in any information, instruction or texts/scripts provided to the Service Provider by the User in connection with the Services, or by any other actions performed by the Service Provider at the User's behest;
14.2.2 Services and Documentation are provided to the User in an "as is" manner, to as large an extent as permitted by applicable legislation. The Service Provider does not make any guarantees or assume any obligations, including, but not limited to, guarantees of quality, performance, usability in particular conditions, guarantees of uninterrupted and faultless operation. The Service Provider does not guarantee the availability of an Internet connection or data transfer via the Internet, or the quality of communication when using the Software.
14.3 Subject to the terms and conditions of this Agreement: The Service Provider bears no liability whether arising from tort (including negligence or breach of obligations established by the law), a contract, distortion of facts, indemnity or otherwise, for any profit loss, loss of business or business opportunity, loss of goodwill and/or any similar damage, or for the loss of or damage to data or information, net financial loss, or for any special, indirect or consequential loss, expenses, damage, payments or costs resulting from or connected with this Agreement.
15 VALIDITY PERIOD AND EXPIRATION
15.1 The validity period of this Agreement shall commence, except for cases of its termination stipulated by this Clause, on its effective date and shall continue throughout the initial subscription period, after which this Agreement shall be automatically renewed for consecutive periods of: 1 (one) month, 3 (three), 6 (six) months or 12 (twelve) months, depending of the Subscription Period (each being a subscription renewal period) selected by the User, except for cases listed below:
15.1.1 The User shall notify the other Party in writing of the termination of this Agreement by mean of a written electronic message to the User's Profile not later that 14 (fourteen) days prior to the expiration of the initial subscription period or a subscription renewal period. If such is the case, this Agreement shall be terminated upon expiration of the initial subscription period or subscription renewal period, accordingly; or
15.1.2 The Agreement shall be terminated otherwise, according to the provisions of this Agreement;
15.2 Without prejudice to any other rights and remedies at the disposal of the Parties, either Party may terminate this Agreement without bearing any liability before the other Party, if:
15.2.1 the other Party commits a material breach of any provision of this Agreement and (if the said breach can be corrected) does not correct such a breach within 30 (thirty) days from the date of a written notification from the other Party regarding such a breach; or
15.2.2 an order is issued or a resolution is passed to wind up the business of the other Party, or circumstances arise allowing a court of competent jurisdiction to issue an order on the winding-up of the business of the other Party; or
15.2.3 an order is issued to appoint an administrator to manage the business, commercial activity and property of the other Party, or documents on appointing an administrator for the other Party are filed to a court of competent jurisdiction, or a notice of intention to appoint an administrator is presented by the other Party or its executive, or a respective pledge holder of the enterprise (as is determined by applicable legislation); or
15.2.4 a receiver of any assets or liabilities of the other Party is appointed, or circumstances arise allowing a court of competent jurisdiction or creditor to appoint an administrator or receiver for the other Party, or any other person becomes the owner or sells the assets of the other Party; or
15.2.5 the other Party reaches an arrangement or composition with its creditors or files a petition to a court of competent jurisdiction regarding the protection of its creditors in any manner; or
15.2.6 the other Party is wound up or is under a threat of being wound up; or
15.2.7 control over the other Party is transferred according to applicable legislation; or
15.2.8 the other Party performs similar actions or is subjected to such actions in any jurisdiction due to debts.
15.3 Upon expiration of this Agreement for whatever reason:
15.3.1 the validity of all non-exclusive licenses, as well as other rights granted under this Agreement, shall terminate immediately;
15.3.2 each Party shall return and cease to use any equipment, property, Documentation and any other objects (and any copies thereof) owned by the other Party;
15.3.3 The Service Provider is entitled to destroy or otherwise render non-existent any User Data it may hold.
16 FORCE MAJEURE
The Service Provider shall bear no liability before the User under this Agreement if the performance of its obligations under this Agreement or its activities are hindered or delayed by actions, events, inaction or incidents beyond its reasonable influence, including, but not limited to, strikes, lockouts and other labor disputes (except for the Service Provider's employees'), failure of utility systems, transport or communication networks, Acts of God, war, uprisings, civil unrest, malicious damage, execution of any law or government act, rules, regulations or instructions, accidents, breakdown or failure of the plant or equipment, fire, flood, storm, or default on the part of suppliers or counterparties.
17 WAIVER
17.1 The waiving of any right under this Agreement shall be valid only if executed in writing and shall only apply to the Party it is related to and in circumstances for which it is stipulated.
17.2 If not expressly stated otherwise, rights arising out of this Agreement shall be cumulative and not exclude rights stipulated by the law.
18 SEVERABILITY OF THE AGREEMENT
18.1 If a court or administrative authority of competent jurisdiction rules any provision (or part thereof) of this Agreement invalid, unenforceable or illegal, all other provisions of the Agreement shall remain valid.
18.2 If any invalid, unenforceable or illegal provision becomes valid, enforceable or legal after removing part of it, such a provision shall apply subject to changes required by the commercial interests of the Parties.
19 ENTIRE AGREEMENT
19.1 This Agreement and any documents mentioned herein shall constitute the entirety of arrangements between the Parties and replace any previous arrangements or agreements between them, related to the matters regulated by them.
19.2 Each Party acknowledges and agrees that by entering into this Agreement it does not rely on any obligations, promises, warranties, assertions, statements, guarantees or understanding (expressed either in writing or otherwise) of any person whatsoever (whether such a person is or is not a Party to this Agreement), pertaining to the subject of this Agreement or otherwise, other than expressly stated in this Agreement.
20 ASSIGNMENT OF RIGHTS
20.1 Without a prior written consent of the Service Provider, the User may not perform a transfer of rights, assignment, commissions, or conclude sublicense contracts, and shall not enter into any transactions related to the rights and obligations under this Agreement.
20.2 The Service Provider may at any time perform a transfer of rights, assignment, instruction, or conclude a subcontract or enter into any transactions related to rights and obligations under this Agreement.
21 NO PARTNERSHIP OR AGENCY BETWEEN THE PARTIES
21.1 No provisions of this Agreement may be aimed at creating a partnership between the Parties or pursue such an aim, or authorize either Party to act as an agent, representative or intermediary of the other Party, and neither Party shall be authorized to act on behalf of the other Party or otherwise bind the other Party (including, but not limited to, by making statements or providing guarantees, assuming obligations or responsibility or exercising any rights or powers).
22 THIRD PARTY RIGHTS
This Agreement does not provide any rights to any persons or parties other than the Parties to this Agreement.
23 NOTICES
23.1 Any notice required under this Agreement shall be executed in the form of an electronic message forwarded to the other Party by a means expressly stipulated by the Service Provider for communications with the User and published on the Service Provider's Website.
23.2 A notice delivered in person shall be deemed received upon handover (if the delivery takes place not during business hours, then at 9:00 (nine o'clock) on the first business day following the delivery date). A notice with the correct address sent prepaid by first-class mail or registered mail against delivery confirmation shall be deemed received at the time it would be delivered by standard post. A notice sent by fax is deemed received at the time of transfer (printed on the slip received by the sender).
24 GOVERNING LAW AND JURISDICTION
24.1 This Agreement and any disputes and claims arising out of or as a result of performing this Agreement or its structure (including non-contractual disputes and claims) shall be regulated by and interpreted in accordance with the law of Bulgaria.
24.2 The Parties irrevocably agree that the settlement of any disputes and claims arising out of or as a result of performing this Agreement, its structure or subject (including non-contractual disputes and claims) shall fall under exclusive jurisdiction of the courts of Bulgaria.