(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
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.
7. “Party” means either THASTE.BG or the Client.
8. “Parties” means both THASTE.BG and the Client.
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
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.
3.1. The Client shall have no right to:
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;
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.
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.
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.
a. The license shall be granted for the period of 1 year, from the registration date and must be extended year after year.
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.
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 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.
5.4 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.
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
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
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.
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.).
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.
PERSONAL DATA PROTECTION
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
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.
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.
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
Client understands and agrees
that the Software hosting infrastructure is in (EU)
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.
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
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.
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.
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.
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.
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.
d. On termination, THASTE.BG will remove all Client data after a period of one month.
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.
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
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
of transport facilities, accidents, fire, explosions and
general shortages of
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.
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”) received from the other Party in whatever
form under or about the
use of the Software without the prior express written
permission of the
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.
1. The Client declares that use of the Software by him does not and will not violate any law, order, judgment or decree.
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: firstname.lastname@example.org;
a.iii. Contact person: Mr. Stefaan Luckermans.
b. Notices to the Client: as indicated in the registration form of the Client.
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.
Whenever possible each provision of
as to be effective and
valid under applicable law.
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.
DISPUTE SETTLEMENT AND APPLICABLE LAW
unsettled matters and disputes
shall be governed and settled by the laws of Republic of