These terms
of use, for using a Bona Iqiniso
license, are between:
(A) THASTE.BG Ltd. has
developed computer software and visualized in the
Website www.Bona-Iqiniso.com;
(B) The CLIENT wishes to
implement and use the software, developed by THASTE.BG,
and THASTE.BG is
willing to grant such rights to the CLIENT.
Therefore, the CLIENT agrees
as follows:
TERMS AND DEFINITIONS
Terms below
shall have the following meanings:
1. “THASTE.BG” means Thaste.bg Ltd., a company
duly organized under the
law of Bulgaria, registered in Bulgaria, having its
registered address in 1606
Sofia, Krasno selo Region, 53-55 Gen. Eduard I.
Totleben, Bulgaria, BG VAT
number BG204307162.
2.
“THASTE.BG Marks” means the names,
trademarks, trade names, drawings, logos and symbols
which THASTE.BG uses to
promote and identify the Website, software and any
incorporated and derivative
products which may be disclosed to the Client.
3.
“THASTE.BG Products” means the
Software and other products of THASTE.BG together with
any products that are
hereafter designed, developed or marketed by THASTE.BG.
4. “Client” means any legal entity or natural
person, which uses the Website
and/or the Software.
5.
“License” means the Software license
granted to the Client by THASTE.BG pursuant to these
Terms of use.
6. “Terms of use” means these Terms of Use of the
Software by the Client.
These Terms of Use are considered as a contract between
THASTE.BG and the
Client. By any act of use of the Website or the Software
the Client declares to
have accepted these Terms of Use. If THASTE.BG and the
Client have signed a
License Agreement in writing, the Agreement shall
prevail upon these Terms of
Use.
7. “Party” means either THASTE.BG or the Client.
8.
“Parties” means both THASTE.BG and
the Client.
9. “Term” means the term set forth in these Terms
of use.
10.
“SaaS model” means a software
licensing and delivery model in which software is
licensed on a subscription
basis and is centrally hosted by THASTE.BG. The Software
is accessed by Clients
via a web browser.
11. ”Software”
means computer software (Bona
Iqiniso), developed by THASTE.BG and visualized in the
website www.bona-iqiniso.com.
12.
“Third parties” means any other
persons, organizations and authorities, besides
THASTE.BG and the Client.
13. “Website” means the web-based site
www.bona-iqniso.com.
SCOPE OF LICENSE
1.
Software description
THASTE.BG provides a SaaS (Software as a Service)
web-based application which
by functionality implements a visual method for test
management called BONA
IQINISO. The application supports and covers the
software testing methodology “Bona Iqniso”. It
includes: Account
management with role-based permissions, support to setup
the Bona Iqiniso
software, creation of test plans, test strategies,
product boards, test flows,
test data, test automation scripts, test execution, test
result dashboard, test
run statistics, configuration management, release
management, delivery
management (sprints), audit management and a RESTful API
interface for
integration. The application runs on a web server,
hosted by Combell, with
installed java runtime as well as a NoSQL (Mongo)
database server, hosted by
mLab. Technologies that have been used include HTML,
CSS, TypeScript in
combination with Angular 4, Json, Play
framework 2.5 for Java, NoSQL.
2. License Grant
During the Term THASTE.BG hereby grants to the Client a
nonexclusive, non-transferable
right to use the Software for the Client’s own internal
purposes based on a
SaaS licensing and delivery model.
THASTE.BG
grants the right to use the
Software, only under the terms and conditions, set forth
in these Terms of use.
By using the Website and the Software the Client
declares to have accepted and
obliges to comply with the Terms of use.
3. Restrictions
3.1. The Client shall have no right to:
a. Use the Software in any other manner except
explicitly stipulated in
these Terms of use;
b. Copy and install the Software in his own
computer network or on other
hardware;
c. Market, resell, or sublicense the Software or
any parts of it, unless
otherwise agreed between the Parties in writing;
d. Reproduce, distribute, transmit or publish
Software’s functionality,
specific information, process patterns and other
valuable information, either
with or without valuable consideration, in any form,
format or method,
including without limitation, by posting on the
Internet;
e. Disclose to third parties or use in any other
way, besides designated
in these Terms of use, the Software, its parts,
components and functionality
principles;
f. Reproduce, imitate, or copy and incorporate
information/source code
from the Software in other Software products or
Software;
g. Otherwise offer the Software as part of a
product or service for any
commercial use or purpose, either with or without
valuable consideration,
unless otherwise agreed between the Parties in writing;
h. Require any delivery, installation or use of the
Software on premises
of the Client.
3.2. In any case of use, not explicitly granted to
the Client in these
terms of Use, regardless of the scope, term and
conditions of the use, the
Client shall owe THASTE.BG a default payment to the
amount of EUR 50 000,
together with a compensation to the amount of two times
the consideration,
received by the Client from any third parties in
relation with the misuse of
the Software.
4. Ownership
a. THASTE.BG owns the Software, the functionality,
model patterns and all
intellectual property rights embodied therein.
b. THASTE.BG retains all rights to use the Software
and grants those
rights to third parties at its own free will and its
sole and absolute
discretion.
c. The Client acknowledges that THASTE.BG owns or
holds a license to use
and sublicense various pre-existing development tools,
routines, subroutines
and other Software, data, materials and background
technology that THASTE.BG
may include in the Software.
d. THASTE.BG owns all IP rights on the Website, its
domain, its content,
source code graphic and other elements.
e. With respect to user content, the data the
Client enters (User Content)
into or uses about the Software is solely the property
of the Client. THASTE.BG
and its successors, assigns, and third party service
providers have no
ownership interest in and have no license to use,
reproduce, modify, own,
create derivative works from, sublicense, distribute,
publicly display,
publicly perform, or otherwise exploit or use any such
content provided by the Client
or third parties to the Client.
5. Limitations
a. The Software is licensed, not sold, to the
Client. The Client
acknowledges that THASTE.BG retains the entire right,
title and interest in and
to the Software and all associated intellectual property
rights (including,
without limitation, all copyrights) related to any item
of the Software which THASTE.BG
provides to the Client. No title to or ownership of the
Software, or any
proprietary rights related to the Software, is
transferred under or by these Terms
of Use.
b. Where the Client provides the Software to its
employees, the Client
understands and will ensure that its employees and any
third parties understand
that the Software is provided for the Term only and that
each separate user
needs a license.
c. The Client shall not itself, or permit others
to, download, decompile,
disassemble, reverse engineer or otherwise attempt to
derive the source code of
the Software, remove, obscure, or alter any copyright,
trade secret, trademark,
patent or other proprietary rights notice affixed to or
displayed on the Website
or in the Software. These limitations shall be
applicable for the Website,
the Software, as well as for any third-party software,
which may be integrated
in the Website or the Software.
d. The Client will use best efforts to advise
THASTE.BG on a timely basis,
if the Client becomes aware of any unauthorized copying
of the Software by its
employees or any third party of the Client that is
provided access to the
Software by the Client and will use its best efforts to
cooperate with THASTE.BG
to resolve the matter.
6. Term
a. The license shall be granted for the period of 1
year, from the registration
date and must be extended year after year.
b. The license shall be valid only until the Client
pays in time the fees
due and complies fully with these Terms of use and the
other instructions and
requirements of THASTE.BG, given via the Software, the
Website or in some other
way.
c. After the expiration of the Term, the Client
shall have none of the
rights, granted with these Terms of Use.
d. After the expiration of the Term, the Software
will no longer be
functional and the Client shall have no right to claim
any damages or any other
compensation in relation with the termination of
Software functionality.
e. In case of unauthorized use of the Software by
the Client after THASTE.BG
has terminated Client’s access to the Software,
regardless of the scope, term
and conditions of the use, the Client shall pay
THASTE.BG compensation to the
amount of three times the annual fee for use, but no
less than EUR 50 000,
regardless of any liability limitations, set in these
Terms of Use.
7. Territory
a. The Client shall be entitled to access the
Software from everywhere,
within the explicit agreement that the Software hosting
infrastructure is in (EU)
Belgium.
CLIENT OBLIGATIONS
1. The
Client shall be responsible for
the content, entered when using the Software, as well as
for the activity
performed through it. The Client is obliged not to use
the Software or the Website
in any manner that would violate the law or the rights
of third parties.
2. The Client shall always comply with all
applicable laws and
regulations for the use of the Software and shall
indemnify THASTE.BG for any
damages resulting from illegal practices that are
executed in connection to or
within the Software by any employee or agent of the
Client.
3. The Client shall refrain from using or from
claiming any rights in or
to the names “THASTE IT”, “THASTE.BG”, “BONA IQINISO” or
any other registered
or unregistered trademark or trade name of THASTE.BG for
any purpose
4. The
Client is obliged:
5.1.
Not to fill, download, store,
distribute, use, transmit or provide links to
information, data, text, files,
software, photo, video or audio materials, messages, as
well as any other
materials and content:
5.1.1 that are contrary to the law or violate the
rights and freedom of
man under the applicable Bulgarian and international
acts, the EU law, the law
of the country from which the Client is or the country
from where he/she is
offering the goods/services;
5.1.2 that are propagating discrimination,
fascist, racist or other
antidemocratic ideology;
5.1.3 that harm the reputation of others and call
for violent change of
the constitutionally established order, for committing a
crime, for violence or
incitement of racial, national, ethnic or religious
hatred;
5.1.4 that violate material or moral rights of any
third party, including
copyright and their related rights;
5.1.5 that contain pornography, sexual violence,
as well as links to
websites with such content;
5.1.6 that contain computer viruses or other
malicious code or software;
5.1.7 misleading and false sites for fraudulent
purposes and illegally
acquisition of information.
5.2 To comply with the applicable international
law, EU law and the law
of the country from which the Client is or the country
from where he/she is
offering the goods/services, these Terms of Use, the
instructions on the Website
and any additional instructions from THASTE.BG, these
Term of use and the rules
of morality and good manners;
5.4 Not to interfere in the proper operation of
the Software and the Website,
including, but not only, to not hinder the access of
third parties, to not make
non-granted access, not to impair or hinder
availability, reliability or
quality of the Software to other users, etc.;
5.5 Not to use the Software for any activity
without granted
authorization/registration for this activity.
5.6 To notify immediately THASTE.BG for every
known case of violation
done or found when using the Software, including
employees of the Client or
third parties;
5. The Client provides at its own expense the
required computer
equipment, operating systems, software and Internet
access to use the Software.
6. When the Client has provided access to the
Software to third parties
for using and controlling it, the Client shall be
responsible for the actions
of these third parties as his own. The Client is
responsible for the
confidentiality of his data for access to his profiles
(username and password)
and accepts full responsibility for activities/actions
performed via his
profile.
THASTE.BG OBLIGATIONS
1. If given
remote access to the Client’s
local computer network, THASTE.BG shall not use, for its
own benefit or for the
benefit of third parties, any data entered in the
Software database by the
Client, its employees or any third parties.
2. THASTE.BG shall not be responsible for the
activity, which is
performed by the Client through the Software and the
Website, as well as the
content of correspondence and communication, which is
led through them.
LICENSE AND SERVICE FEES
1. Fees
a. In full and complete consideration of the
granted license and services
hereunder, the Client shall pay to THASTE.BG the fees
set forth in the Website.
b. All fees are set without VAT. VAT shall be
included if applicable.
c. The fee includes:
c.i. Initial Software user license according to
selected fee plan;
c.ii. Software updates for the period of the Term
according to a
schedule, approved and applied by THASTE.BG.
d. The amount to be paid for fees are valid for
the respective billing
cycle. THASTE.BG has the right to increase or decrease
the amount to be paid
for fees at its own discretion. In case that THASTE.BG
decides to raise the
amount to be paid for fees, THASTE.BG shall do that
after the expiry of all use
terms, prepaid by the Client. After the expiry of the
prepaid periods the
Client shall have the option to continue using the
Software at the new fee
rates or to cease using the Software.
e. Fees shall be paid via bank transfer or with a
credit card, according
to the instructions in the Website.
WARRANTIES, COMPATIBILITY, REMEDIES,
EXCLUSIONS
1.
THASTE.BG provides the Software as a
service, as-is. The Client understands that it is the
intent of THASTE.BG to
provide Software which is compatible with the current
releases of operating
systems and browsers on which the Software runs, as
advised in these Terms of
Use, on the Website and/or additionally specified by
THASTE.BG; however, THASTE.BG
hereby disclaims and excludes any representations or
warranties that the
Software is compatible with any operating system,
computer platform or browsers
which the Client may choose to use, except for those
expressly advised by THASTE.BG.
THASTE.BG further disclaims any warranty that the
Software, including any
future correction, modification, update, enhancement,
new version or new
release of the Software, will be made compatible with
new releases of an
operating system, computer platforms and browsers within
a specified amount of
time, or at all.
2. The Client understands that the Software cannot
and shall not be used
in the event that (a) the Software is not properly used
or configured due to
some action, failure or limitation caused by the Client,
its employees of the
Client or third parties; (b) the Software has been
subjected to illegal use by
the Client, or the hardware upon which the Software is
accessed is inoperable
due to a failure of electric power, lack of internet
connection or faulty
environmental controls not within the control of
THASTE.BG; or (c) any person
other than an authorized THASTE.BG representative
modifies the Software.
3. Any set up or support actions may be performed
only by THASTE.BG.
4. THE WARRANTIES SET FORTH IN THIS SECTION ARE
THE ONLY WARRANTIES MADE
BY THASTE.BG WITH RESPECT TO THE SOFTWARE, DOCUMENTATION
AND ANY OTHER ITEMS OR
SERVICES FURNISHED BY THASTE.BG UNDER THESE TERMS OF
USE. THASTE.BG EXPRESSLY
DISCLAIMS AND EXCLUDES AND THE CLIENT HEREBY WAIVES ALL
OTHER WARRANTIES,
OBLIGATIONS, LIABILITIES OF THASTE.BG AND RIGHTS AND
REMEDIES OF THE CLIENT,
EXPRESS OR IMPLIED, ORAL OR WRITTEN, ARISING BY LAW OR
OTHERWISE REGARDING ANY
OF THE FOREGOING INCLUDING, WITHOUT LIMITATION, ANY
WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A SPECIFIC PURPOSE,
NON-INFRINGEMENT AND ANY
WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF
DEALING OR USAGE OF
TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
THASTE.BG DOES NOT
WARRANT THAT THE SOFTWARE OR DOCUMENTATION WILL MEET THE
CLIENT’S REQUIREMENTS
OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED
OR ERROR FREE.
5.
Limitation of Liability
In any case
the direct damages for either
party are limited to the total amount paid for fees for
subscription license
for the current year. Neither THASTE.BG, nor the Client
shall be liable to each
other for any indirect, consequential, incidental,
special (including multiple
or punitive) or other indirect damages that are claimed
to be incurred by the
other Party whether such claim arises under contract,
tort, (including strict
liability), lost profits, lost data, business
interruption, loss of business
reputation or goodwill, even if the party has been
advised of the possibility
of such damages or any other theory of law. In any case
THASTE.BG shall not be
liable for any damages of any sort, if such damages
result from actions or
omissions of third parties, which are not under the
control of THASTE.BG.
6. THASTE.BG shall not be liable for:
a. Destruction or loss of data owned by the Client
for reasons beyond the
control of THASTE.BG;
b. Inability of the Customer to use the Software,
due to reasons beyond
the control of THASTE.BG;
c. Claims made by third parties against the Client
in regard with the use
of the Software be the Client;
d. Loss of data, damages or future earnings due to
untimely payment for
the Software by the Client;
e. If the Client cannot get access due to problems
beyond the control of THASTE.BG
(hardware problem, software problem, a problem with
Internet connectivity,
etc.).
7. THASTE.BG shall not be obliged to monitor the
information, which the
Client stores, or to check, if it complies with current
legislation, violates
the rights of third parties or the regulations of these
Terms of Use.
8. THASTE.BG shall not be responsible for stored,
distributed, used,
transmitted information, data, text, files, software,
photo materials, video
materials, audio materials, messages, links, references
and any other materials
and content, stored by the Client or any of its
employees, as well as for the
activity of the Client or any of its employees,
performed with the Software.
9. THASTE.BG shall not be responsible for any
damages or loss of profits
by the Client because of the termination, suspension,
modification or
limitation of the Software or the Services, as well as
for removal of materials
or content in cases that the Client has failed to fulfil
its obligations.
10. THASTE.BG shall not be responsible for not
providing services in case
of non-payment of sums due within the relevant deadline
by the Client, in case
of non-adherence to the guidelines and the technological
requirements for use
of the Software, in case of improper handling of the
Software, as well because
of tests performed by THASTE.BG to check the Software,
connections, networks,
etc., as well as tests aimed at improving or optimizing
the Software.
11. THASTE.BG may include in the provided services
other services,
provided by third parties. The provider can’t be and is
not responsible for the
quality of the services provided by third parties and is
not responsible for
any damage to the Client due to problems with the
services from these third
parties.
12. THASTE.BG has the right, without being liable
for any damages or
future earnings, to suspend or terminate Clients access
to the Software in case
that the Client uses it for violation of laws, violation
of rights of third
parties or of these Terms of Use.
PERSONAL DATA PROTECTION
1.
THASTE.BG is a legitimate
administrator of personal data, duly registered under
the Bulgarian Law on
Protection of Personal Data. THASTE.BG is therefore
obliged to exercise
reasonable care to protect the personal data of the
Client and not to
distribute, sell or provide to third parties the
personal data of the Client,
unless sharing data is required for the execution of
these Terms of use, by a
competent authority or required by law.
2. The Client understands and accepts that the
Software collects some
personal data from its users. The personal data
collected and the purposes for
collection, use and transfer of personal data, is
limited to the necessity to register
and bill for the use of bona-iqiniso.com.
3. The Client confirms to have provided
voluntarily to THASTE.BG any
personal data, connected to the signing and the
execution of these Terms of
use, and gives the permission to THASTE.BG for
collecting, processing and
storage of personal data, as well as transfer of this
data, when this is
necessary for providing the services by THASTE.BG or
when it is demanded by
applicable law.
4. The Client shall be responsible for entering
somebody else’s personal
data without due authorization.
5. The
Client shall be obliged to obtain
the explicit agreement of all third parties, whose
personal data is entered by
the Client or in any way affected using the Software by
the Client, for
gathering, processing and storage of their personal data
(if any) and to
perform the necessary registrations and other
activities, to legally collect,
process, and store such data (if such are required by
law). The Client is
responsible for the way he collects, processes and
stores the personal data of
third parties, as well as for the consents and
permissions the Client gives on
behalf of third parties.
6. The content, which the Client enters into
Bona-Iqiniso.com, including
Private User Content, is property of the Client and his
sole responsibility.
7. The Client agrees that THASTE.BG may collect
email addresses for
authentication purposes and add them to THASTE.BG
mailing list to send updates
about new releases and developments through THASTE.BG
periodic newsletter. If
at any time the Client or any of its employees would
like to unsubscribe from
receiving future emails, he or she must follow the
instructions on how to
unsubscribe at the bottom of THASTE.BG emails.
8. The Client agrees that THASTE.BG may monitor
and analyze cumulative,
not individual behavior via the Website. THASTE.BG may
then use the cumulative
data to improve the Website, the Software and the
overall THASTE.BG customer
service.
9. The Client agrees that THASTE.BG may use
Cookies on the Website and
collects information about the preferences and interests
of the visitors and to
analyze cumulative data about the people browsing the
Website.
10. Although THASTE.BG will take all reasonable
precautions to keep
personal data safe and secure, THASTE.BG shall not be
liable for extraneous
circumstances such as theft, communication errors or
tampering.
11. The Client agrees that THASTE.BG will be free
to change and integrate
any services in the Software, including services
provided by third parties. If
such change or integration demands transfer of personal
data to third parties, THASTE.BG
shall notify the administrator of the Client’s account
(who shall be appointed
and authorized by the Client) by showing a message
within the Software. The
administrator shall be given the opportunity to accept
or deny the new
service/functionality of the Software, as well as the
transfer of personal
data, if required. If the administrator accepts the new
service/functionality
and gives his/her consent for the transfer, it shall be
considered that the
Client has given his consent for the transfer on behalf
of all third parties,
whose personal data is affected. Personal data shall be
then transferred only
after and if THASTE.BG has received the consent of the
Client through his
account administrator as described above. The consent of
the Client shall be
valid for all personal data, entered by the Client in
the Software, including
personal data of third parties. It shall be the Client’s
responsibility to
acquire the consent of such third parties on the
transfer. The Client acknowledges
that THASTE.BG does not control the content, entered by
the Client and has no
contact with any third parties, whose personal data the
Client may enter in the
software. If the third party is not situated in the EU,
the rules for personal
data transfer shall also apply. If the Client objects to
such transfer, the
Client shall not be able to use those new/integrated
services/functionalities.
12. Even if the Client has not objected initially
to the transfer, the
Client may always inform in writing THASTE.BG that
he/she does not want his
personal data to be transferred any more to third
parties in case of new
service integration and THASTE.BG shall not transfer in
the future such data
after the date on which THASTE.BG has received the
communication from the
Client. However, if the Client has initially accepted
such transfer and has not
later informed THASTE.BG in writing about his/her
objection, it shall be
considered that the Client has given his consent for
data transfers until the
date of the objection. If the Client objects to such
transfer, the Client shall
not be able to use those new/integrated
services/functionalities anymore.
PERSONAL DATA TRANSFER
1. The
Client understands and agrees
that the Software hosting infrastructure is in (EU)
Belgium.
2. The Client understands and agrees that at
initial registration the
Client shall be automatically directed to the hosting
infrastructure, located in
the EU.
3. The Client hereby gives his explicit and
unambiguous consent that his
data may be transferred and stored on the territory of
BELGIUM.
4. If the Client shall enter or store any personal
data, protected by the
EU legislation (including but not limited to Directive
95/46/EC of the European
Parliament and of the Council of 24 October 1995 on the
protection of
individuals regarding the processing of personal data
and on the free movement
of such data and any other applicable legislation), the
Client gives his
unambiguous consent that such data may be transferred
and stored on the
territory of BELGIUM.
5. The Client shall be also responsible to obtain
the unambiguous
preliminary consent by any of its employees, agents or
third parties, whose
data the Client may enter or store in the Software, that
their data may be
transferred and stored on the territory of BELGIUM.
6. The Client acknowledges that THASTE.BG does not
control the content,
entered by the Client, and has no knowledge that the
Client may enter third
parties’ personal data in the Software, also THASTE.BG
has no contact with such
third parties, whose personal data the Client may enter
in the Software. Therefore,
the Client accepts that it shall be the Client’s sole
responsibility to take
the necessary measures for protection of personal data,
entered or stored by
the Client in the Software, according to applicable law.
7. The Client shall be liable and hold THASTE.BG
harmless against any
claims by third parties and shall compensate THASTE.BG
for any penalties by
competent authorities, compensations or expenses, paid
or imposed about the
failure of the Client to provide such unambiguous
consent and measures for
protection of personal data as described above.
INDEMNIFICATIONS
1. The
Client shall defend, indemnify,
and hold harmless THASTE.BG, from and against any
claims, suits, liabilities,
losses, fines, penalties, damages and expenses arising
from (a) any acts or
omissions of THASTE.BG or its agents or contractors in
connection with these
Terms of use, which are not explicitly entered as
THASTE.BG obligations,
including, without limitation, where such Software does
not meet the Client’s
manifested needs; (b) any claim that the Software
infringes any patent,
copyright, trademark or other proprietary right of any
third party to the
extent the such infringement arises from (i) alterations
of the Software by the
Client or any third party, (ii) Software modified by
THASTE.BG for the Client
in accordance with Client’s specifications or requests.
PROPRIETARY RIGHTS
1. The
entire content on the Website,
including all published texts, images, photographs,
videos, articles, program
code are copyrighted. They belong to THASTE.BG, or are
licensed by THASTE.BG.
The Client should not copy, store, process, publish,
distribute in initial or
processed form, or use in any other way texts, images,
or other items contained
within the Website. The Client is not entitled to access
the source code of the
Software and the Website and has no right to copy or
modify it in any way. Any
attempt by the Client for accessing, copying or changing
the program code of
the platform is considered as a violation of these Terms
of Use and the rights
of THASTE.BG. The Client shall ensure the agreement of
its employees to respect
copyrights and other intellectual property rights of
THASTE.BG.
2. The Client shall be only entitled to use the
Software, if the Client
pays annual subscriptions or until the termination of
the service by THASTE.BG
subject to these Terms of Use.
3. THASTE.BG retains the rights to the Software
and the Website,
including the rights to market, license, make,
reproduce, use, distribute and
otherwise deal with the Software and the Website.
4. THASTE.BG retains title to and ownership of the
Software and all
associated patent, copyright, trademark, trade secret
and other intellectual
property and proprietary rights and no title to or
ownership of any or all the
same is transferred to the Client under these Terms of
Use.
5. Nothing in these Terms of use shall grant, or
shall be construed as
granting to the Client any rights (except for the
Software license,
specifically granted under the Terms of use) or legal
interest in any patents,
copyrights, trade secrets, technical data, know-how,
logos, trademarks, trade
names, THASTE.BG Marks or other proprietary rights
owned, used or claimed, now
or in the future, by THASTE.BG or any subsidiary or
affiliate companies. THASTE.BG
reserves all such rights but grants to the Client a
nonexclusive right during
the Term to use the Software solely in accordance with
such usage guidelines
and product quality and other standards issued from time
to time by THASTE.BG,
provided that THASTE.BG’s ownership is acknowledged.
6. The
Client shall obtain THASTE.BG’s
prior written consent to using any THASTE.BG Mark in any
advertising and
promotional material it generates.
7. The Client shall not alter, remove, deface or
obscure any notice of THASTE.BG
Mark, patent, copyright, proprietary right or trade
secret on the Software and
shall not add to the Software and Documentation any
other trademark. Any
goodwill arising out of the Client’s use of any of the
THASTE.BG Marks
hereunder will inure solely to the benefit of THASTE.BG.
8.
THASTE.BG may give directions
concerning the use of THASTE.BG´s trademarks, trade
names and other symbols and
the Client undertakes to always follow such directions.
The Client’s right to
use THASTE.BG’s trademarks, trade names and other
symbols, if granted by THASTE.BG,
will cease immediately upon the expiration or
termination, for any reason, of
the use of the Software.
9. The
Client shall give a written
notice to THASTE.BG of any knowledge that may come to
the Client concerning
infringement of the trademarks or any other industrial
and/or intellectual
property rights of THASTE.BG that comes into the
Client’s attention. In the
event of any such infringement THASTE.BG may prosecute
any action necessary to
terminate such infringement.
TERMINATION
1.
Termination conditions
a. Either Party may terminate the use of the
Software at any time without
cause upon fourteen (14) days’ prior written notice to
the other Party.
b. If
the Client fails to properly
perform any of the obligations set forth in the Terms of
Use, THASTE.BG may
terminate the use of the Software immediately upon
written notice to the
Client.
c. Either Party may terminate the use of the
Software immediately upon
notice if the other Party is or becomes insolvent, or
files or suffers the filing
against it of any petition in bankruptcy or other law
for the protection of
debtors.
2.
Effect of Termination
Upon expiration or termination of the Term, all rights
and obligations of the
parties shall cease, except that the Client shall not be
relieved of its
obligations to pay THASTE.BG any money due or to become
due as of the date of
expiration or termination.
3. Termination of use of the Software will
immediately terminate the
rights of the Client to use the Software after such
termination.
4. Upon termination, all the following shall
apply:
a. The Client shall immediately cease use of the
Software.
b. All amounts payable or accrued to THASTE.BG
shall become immediately
due and payable.
c. If the use of the Software is terminated by
THASTE.BG without cause
prior to the expiration of the Term, the total Fees paid
by the Client will be
prorated for the remaining months of the Term and the
prorated amount shall be
refunded to the Client. No refund shall be due, if
THASTE.BG has terminated the
use of the Software due to a failure of the Client to
properly perform any of
the obligations set forth in the Terms of Use or if the
Client has terminated
the use of the Software without cause.
d. On termination, THASTE.BG will remove all
Client data after a period
of one month.
5.
Acknowledgement
Any expiration or termination will be final and
absolute. The Client waives any
right, either express or implied by applicable law or
otherwise, to renew the
use of the Software, unless agreed to in writing by both
Parties hereto, or for
any damages or compensation directly related to any
expiration or termination
of the use of the Software.
FORCE MAJEURE
1.
Neither Party shall be liable to the
other for any delay or non-performance of its
obligations hereunder in the
event and to the extent that such delay or
non-performance is due to an event
of Force Majeure. Events of Force Majeure are events
beyond the control of the
Party which occur after the date of accepting these
Terms of use by the Client
and which were not reasonably foreseeable at the time of
accepting the Terms of
use by the Client and whose effects are not capable of
being overcome without
unreasonable expense and/or loss of time to the Party
concerned. Events of
Force Majeure will include (without being limited to)
war, civil unrest,
strikes, lockouts and other general labor disputes, acts
of government, natural
disasters, exceptional weather conditions, breakdown or
general unavailability
of transport facilities, accidents, fire, explosions and
general shortages of
energy.
2. If either Party is affected by Force Majeure it
will as soon as
reasonably practical notify the other Party in writing,
and take all reasonable
steps to mitigate the effect of the Force Majeure. If an
event of Force Majeure
results in delay or non-performance of a Party for a
period of three (3) months
or longer, then either Party shall have the right to
terminate the use of the
Software with immediate effect without liability towards
the other Party.
CONFIDENTIALITY
1.
Neither Party shall disclose to third
parties nor use for any purpose other than for the
proper fulfilment of its
obligations any technical, financial or commercial
information (“Confidential
Information”) received from the other Party in whatever
form under or about the
use of the Software without the prior express written
permission of the
disclosing Party.
2. The above obligations shall not apply to
Confidential Information
which:
a. was required by a competent authority or should
be provided by the
virtue of the law;
b. was in the possession of the receiving Party
prior to disclosure
hereunder;
c. was in the public domain at the time of
disclosure or becomes part of
the public domain without breach of the confidentiality
obligations herein
contained;
d. was disclosed by a third party without breach
of any obligation of
confidentiality owed to the disclosing Party; or
e. was independently developed by personnel of the
receiving Party having
no access to the Confidential Information.
3. The provisions of this Clause shall bind the
parties for a period of
three (3) years from the date of disclosure of any item
of the Confidential
Information regardless of any earlier termination,
expiry or fulfilment of the
use of the Software.
4. The Client shall be obliged to provide
confidentiality in respect of
the Software’s source code and all its elements, methods
of operation and
functionality without any limitation in time and
regardless of any termination
of the use of the Software.
5. The Client shall always protect and preserve
the confidentiality of
all proprietary technology, software, engineering data,
schematics, and product
designs, and all non-public business, financial, or
marketing plans or
information. No reproduction, use or disclosure of any
such information shall
be permitted without the prior written consent of
THASTE.BG in each instance.
6. The Client shall further assure that its
personnel comply fully with
such obligations of confidentiality.
ACKNOWLEDGEMENTS
1. The
Client hereby acknowledges that
they understand and accept the terms and conditions of
each of the covenants
set out in these Terms of Use and has entered the same
voluntarily and with
full knowledge of the effect of such provisions and
agree that the same are
reasonable and shall be binding upon him in all
circumstances.
NON-CONTRAVENTION
1. The
Client declares that use of the
Software by him does not and will not violate any law,
order, judgment or
decree.
REPRESENTATIONS
1. The
Client represents and warrants to
THASTE.BG that he has the necessary capacity to accept
and fulfil these Terms
of use and to perform each one of the obligations
assumed by the same, in such
a way that the obligations arising from the Terms of use
and of any other in
the execution of the same are valid and binding for the
Client and enforceable
against the same.
NOTICES
1. All
notices about these Terms of use
will be in writing and may be delivered by courier or
e-mail addressed to the
other Party at its address set forth below, or to such
other address as it will
designate by like notice to the other Party. Notices,
sent via email, shall be
considered delivered, if the addressee has answered to
the notice or has
acknowledged its receiving. The effective date of any
such notice will be the
date on which it is received by the addressee.
a. Notices to THASTE.BG:
a.i. Address: 1606 Sofia, Krasno selo Region,
53-55 Gen. Eduard I.
Totleben, Bulgaria
a.ii. Email address: management.bg@thaste.org;
a.iii. Contact person: Mr. Stefaan Luckermans.
b. Notices to the Client: as indicated in the
registration form of the
Client.
ASSIGNMENT
1. The
Client shall not assign or
transfer the use of the Software or any interest or
right hereunder, or
subcontract or delegate the performance of any of its
obligations hereunder to
any third party, without the prior written consent of
THASTE.BG, which consent may
be withheld in THASTE.BG’s sole discretion.
MODIFICATIONS
1.
These Terms of Use may be amended
from time to time by THASTE.BG. THASTE.BG shall notify
the Client for the
amendments in the Terms of use.
SEVERABILITY
1.
Whenever possible each provision of
these Terms of Use shall be interpreted in such manner
as to be effective and
valid under applicable law.
2. If any portion of these Terms of Use is
specifically determined by a
court of competent jurisdiction to be invalid or
unenforceable, such provision,
to the extent that it shall be invalid or unenforceable,
shall be considered
separate and severable from the Terms of Use and any
portion of such document
or provision to the extent that it shall not be invalid
or unenforceable shall
not be affected and shall be valid and may be enforced
to the full extent
permitted by law.
INDEPENDENT CONTRACTOR
1. The
Client is an independent
contractor and not an agent, employee, franchisee or
partner of THASTE.BG.
2. The Client does not have any authority to, and
will not, create or
assume any obligation, express or implied, on behalf of
THASTE.BG.
3. Nothing contained in the Terms of use is
intended to create, or does
create, a joint venture or partnership or any other
relationship between the
Parties hereto other than the relationship of
independent contractor between
the Parties.
DISPUTE SETTLEMENT AND APPLICABLE LAW
1. All
unsettled matters and disputes
shall be governed and settled by the laws of Republic of
Bulgaria.
2. The Parties shall attempt to resolve any
dispute arising out of or about
these Terms of use amicably, by agreement. Any dispute,
controversy or claim
will be finally settled by arbitration at the
Arbitration court of the
Bulgarian chamber of commerce and industry in Sofia
according to its Rules of
arbitration. The language of proceedings will be
Bulgarian.
LANGUAGE
1. All
documents to be furnished or
communications to be given or made under these Terms of
use will be in English
or, if in another language, be accompanied by a
certified translation into
English which translation will be the governing version
between the parties.
HEADINGS
1.
Headings are for reference purposes
only and in no way, define, limit, construe or describe
the scope or extent of
such section or in any way affect these Terms of Use.
CHANGES
1.
These Terms of use may be amended
from time to time. THASTE.BG may inform the Client for
the changes made in a
way, considered appropriate by THASTE.BG, including
through the interface of
the Software. If the Client does not agree with the
amendments, he must inform THASTE.BG
within three days of the notification, otherwise the
changes shall be
considered accepted and obligatory.