APPZIO SOFTWARE AS A SERVICE (SaaS)

GENERAL TERMS OF AGREEMENT

1. Purpose of the General Terms of Agreement (“GTA”)

1.1 These GTA set out the terms and conditions of the agreement between the SaaS Provider and the Customer under which the Customer subscribes to the Services based on the Appzio Platform for a Subscription Fee (and a Customization Fee where applicable) and the SaaS Provider grants access to the Customer to the Services for the Subscription Term. By clicking on the “I Agree” button you agree to be bound by the GTA and to qualify as a Customer. By accepting the GTA you agree on a valid and binding agreement with Appzio.

1.2 Entering into these GTA excludes the applicability of any general (purchase) terms and conditions for suppliers used by the Customer.

2. SaaS Provider

2.1 Appzio LTD is a limited liability company incorporated in Bulgaria, company number 203587448; VAT No. BG203587448; registered office: 71 James Bourchier Blvd., entr. B, fl. 5, Lozenets region, 1407 Sofia, Bulgaria (“Appzio” or the “SaaS Provider”). Appzio is registered as a personal data controller with the Bulgarian Personal Data Protection Commission under No. 417310.

3. Customer

3.1 Customer shall be any natural person or legal entity, including any organisation or institution, which has been identified in the online subscription process and holds an Appzio Account at http://appzio.com.

3.2 By accepting these GTA the Customer represents and warrants that (i) has legal capacity under the applicable laws to enter independently into binding agreements; (ii) has or has been given full legal authority to enter into these GTA; and (iii) has received all consents (including parent consents), permits, licenses or authorisations required to use the Services.

3.3 The Customers who are natural persons are hereby notified of their right as consumers of withdraw from the agreement within 14 days as of entering into these GTA. The Customers who are natural persons agree that the performance of the obligations under these GTA shall begin before the expiry of the 14-day term for withdrawal.

3.4 The Customer shall notify the SaaS Provider for its decision to withdraw from the agreement via e-mail or by using the standard withdrawal form available at http://appzio.com. The SaaS Provider shall refund the fees paid in advance by the Customer after deducting proportionally the fees due for the provision of the Services for the period before delivery of the notification for withdrawal to the SaaS Provider.

4. Appzio Platform

4.1 The Appzio Platform is an operating environment under which various native applications for iOS, Android and web can be built and used as Software as a Service (“SaaS”).

5. Services

5.1 The Services provided to the Customer in each particular case include one or more of the following: (i) solutions for native iOS, Android and/or web applications built and serviced by the Appzio Platform (the Appzio Applications); (ii) access to the Appzio Platform allowing the Customer to manage the Customer Content in the Appzio Applications; (iii) consultancy and customization services for building applications through the Appzio Platform in accordance with the functionality and design agreed with the Customer.

5.2 The Customer acknowledges that the Services are provided “as is” and “as delivered” and cannot be construed as being able to be customized or modified in any way other than as agreed with the SaaS Provider. The SaaS Provider assumes no responsibility to develop features in the Services other than the customizations agreed with the Customer, based on the functionality of the Appzio Platform at the date on which these GTA are agreed.

5.3 The SaaS Provider agrees to make immediately available to the Customer all future updates, releases and modifications to the Appzio Platform that may affect the functionality, design and/ or features of the Services.

5.4 The SaaS Provider shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

  • a. planned maintenance carried out during the maintenance window of 10.00 p.m. to 8.00 a.m. Bulgarian time; and
  • b. unscheduled maintenance performed outside Normal Business Hours.

5.5 The SaaS Provider will, as a part of the Services and at no additional cost to the Customer, provide the Customer with the SaaS Provider’s standard customer support services during Normal Business Hours. The Customer may purchase enhanced support services separately at Appzio’s then current rates.

6. Appzio Account

6.1 Each Customer has its individual Appzio Account containing full identification and billing information about the Customer. The Customer’s access to the Appzio Account is secured by a password, which the Customer shall keep strictly confidential and shall not disclose to any person who does not have authority to enter into binding agreements on behalf of the Customer. The Customer may change the password securing its Appzio Account at any time.

6.2 Any actions, orders, agreements and payments made via the Customer’s Appzio Account shall be considered validly executed by the Customer and fully approved by the Customer, unless the Customer immediately objects to such actions, orders, agreements and payments.

6.3 The parties acknowledge that the Appzio Account identifies the Customer sufficiently and allows the parties to execute as electronic written documents these GTA and any other documents, requests, orders, notices via a confirmation given through the Appzio Account (e.g. by clicking on the “I agree” and/or the “Order and Pay” buttons).

6.4 The Customer assumes full responsibility for any unauthorized use of the Appzio Account which is a result from Customer’s disclosure of the password for the Customer’s Appzio Account.

6.5 The Customer may request deletion of its Appzio Account and all personal data contained in the Appzio Account upon expiry or termination of these GTA.

7. Subscription Fee and Customization Fee

7.1 The monthly Subscription Fee for the Services shall be paid before the beginning of the relevant Subscription Period, unless otherwise agreed with the SaaS Provider. A Customization Fee may apply if the Customer uses customization and consultancy Services. The amount of the Customization Fee shall be agreed with the SaaS Provider prior to subscription.

7.2 The Customer shall provide in the Appzio Account valid, up-to-date and complete contact and billing information and approved purchase order information, if applicable.

7.3 Based on the agreed Subscription Period and Customization Fees the SaaS Provider creates a detailed order form in the Appzio Account of the Customer. By clicking the “Order and Pay” button the Customer agrees also to the terms set out in the order form.

7.4 The Customer will be notified via http://appzio.com or e-mail when an invoice has been issued to the Customer’s Appzio Account. The Customer shall pay the invoices issued by the SaaS provider within 10 days as of their issue date using credit card, PayPal, bank wire or other payment channels available at http://appzio.com.

7.5 If the SaaS Provider has not received payment within 10 days after the due date, and without prejudice to any other rights and remedies of the SaaS Provider the SaaS provider may, without liability to the Customer, disable the Customer’s access to all or part of the Services and the SaaS Provider shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid.

7.6 All amounts and fees stated or referred to in these GTA:

  • a. shall be payable in EUR equivalent;
  • b. are non-cancellable and non-refundable except as set out in these GTA;
  • c. are exclusive of value added tax, which shall be added to the invoices at the appropriate rate.

7.7 If, at any time whilst using the Services, any of the Customer’s applications built with the Software exceeds one hundred simultaneous End Users, the SaaS Provider shall charge the Customer, and the Customer shall pay, the then current excess server usage fees applied by Appzio.

7.8 The SaaS Provider shall be entitled to increase the Subscription Fees and/or the excess storage fees payable pursuant to clause 7 at the start of each Renewal Period upon 90 days’ prior notice to the Customer.

8. Subscription

8.1 Appzio hereby grants to the Customer a non-exclusive, non-assignable right to access the Services during the Subscription Term and use the Services solely for the Customer’s business operations, including for the purposes of servicing the End Users.

8.2 The right of access and use of the Services granted to the Customer does not involve any licensing or transfer of Intellectual Property owned or used by the SaaS Provider. The SaaS Provider remains the sole holder of the copyright over the programme code of the Appzio Platform and its logic engine, underlying the functionality of the Appzio Applications and granted to the Customer as a Service.

9. Customer Content

9.1 The Customer shall own all rights, title and interest in and to all of the Customer Content and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Content.

9.2 The SaaS Provider shall do its best to follow proper archiving procedures for Customer Content. In the event of any loss or damage to Customer Content, the Customer’s sole and exclusive remedy shall be for the SaaS Provider to use reasonable commercial endeavours to restore the lost or damaged Customer Content from the latest back-up maintained by the SaaS Provider. The SaaS Provider shall not be responsible for any loss, destruction, alteration or disclosure of Customer Content caused by any third party.

9.3 The use of the Services is at Customer’s own expense and risk. Appzio is not responsible for the content, design or presentation of any the applications used by the Customer as a Service. Any use of the Services, including the transmission, distribution and publishing of the Appzio applications provided as a Service by or on behalf of the Customer or the End Users shall be at the Customer’s own risk and responsibility. The Customer is solely responsible for meeting the technical and functional requirements and using the electronic devices that are necessary to get access to the Services.

9.4 The Customer is solely responsible for achieving compliance of the Customer Content with the requirements of Apple and Google app stores or any other app store in which the Customer wishes to publish the Appzio Applications. The SaaS Provider will support the Customer with functionality of the Appzio Applications that would comply with the reasonable publishing requirements of the app stores.

9.5 The Customer is solely responsible for ensuring general terms of use for the End users of the Appzio Applications.

9.6 The Customer shall not access, store, distribute or transmit any Viruses, or any material through the Customer Content or via the Appzio Applications used as a Service that:

  • a. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
  • b. facilitates illegal activity;
  • c. depicts sexually explicit images;
  • d. promotes unlawful violence;
  • e. may be perceived as discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
  • f. may cause damage or injury to any person or property;
  • g. involves unreasonable or disproportionate use of Appzio’s infrastructure of or of third parties’ computer systems;
  • h. may impede the functionality of the Services;
  • i. involves manual or automated software, devices, or other processes to “crawl”, “spider” or scrape any content of the Services;
  • j. infringes any of Appzio’s or third party’s Intellectual Property Rights or privacy rights;
  • k. is prohibited or not acceptable under the publishing criteria used by the Apple and Google app stores or any other app store in which the Customer wishes to publish the Appzio Applications.

and the SaaS Provider reserves the right, without liability to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.

9.5 The Customer shall not:

  • a. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Appzio Platform (as applicable) in any form or media or by any means;
  • b. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Appzio Platform;
  • c. access all or any part of the Services in order to build a product or service which competes with the Appzio Platform; or
  • d. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except for the End Users, without prior consent from the SaaS Provider;

9.6 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify the SaaS Provider.

10. Personal Data Protection

10.1 If the SaaS Provider processes any personal data on the Customer’s behalf when performing its obligations under these GTA, the parties agree that the Customer shall be the data controller and the SaaS Provider shall be a data processor and in any such case:

  • a. the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA (The European Economic Area) or the country where the Customer and the End Users are located in order to carry out the Services;
  • b. the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the SaaS Provider so that the SaaS provider may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer’s behalf;
  • c. the Customer shall ensure that the relevant third parties and End Users have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
  • d. the SaaS Provider shall process the personal data only for the purposes of rendering the Services and in accordance with any lawful instructions reasonably given by the Customer from time to time; and
  • e. the Customer and the SaaS Provider shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.

11. Third party providers

11.1 The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party services and that the Customer does so solely at its own risk. The SaaS Provider makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website (including the Customer’s website), or any transactions completed, and any contract entered into by the Customer, with any such third party.

11.2 Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not the SaaS Provider. The SaaS Provider recommends that the Customer refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. The SaaS Provider does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

12. SaaS Provider’s obligations

12.1 The SaaS Provider undertakes that the Services will be rendered substantially with reasonable skill and care. This undertaking shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the SaaS Provider’s instructions, or modification or alteration of the Services by any party other than the SaaS Provider or the SaaS Provider’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, SaaS Provider will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the SaaS Provider’s undertakings under these GTA.

12.2 Notwithstanding the foregoing, the SaaS Provider:

  • a. does not warrant that the Customer’s use of the Services will be uninterrupted or error-free; nor that the Services and/or the information obtained by the Customer through the Services will meet all Customer’s requirements.
  • b. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

12.3 These GTA shall not prevent the SaaS Provider from entering into similar agreements with third parties, or from independently developing, using, selling or licensing products and/or services which are similar to those provided under this agreement.

12.4 The SaaS Provider warrants that it has and will maintain all licences, consents, and permissions necessary for the performance of its obligations under these GTA.

13. Customer’s obligations

13.1 The Customer shall provide the SaaS Provider with all necessary co-operation access to such information as may be required by the SaaS Provider in order to:

  • a. render the Services, including but not limited to Customer Content, security access information and configuration services;
  • b. comply with all applicable laws and regulations with respect to the Services rendered to the Customer;
  • c. carry out all other responsibilities set out in these GTA in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, the SaaS Provider may adjust any agreed timetable or delivery schedule as reasonably necessary.

13.2 The Customer shall:

  • a. ensure that the End Users use the Services in accordance with the terms and conditions of these GTA and shall be responsible for any Authorised User’s breach of this agreement;
  • b. obtain and shall maintain all necessary licences, consents, and permissions necessary for the SaaS Provider, its contractors and agents to perform their obligations under these GTA, including without limitation to render the Services;
  • c. ensure that its network and systems comply with the relevant specifications provided by the SaaS Provider from time to time; and
  • d. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the SaaS Provider’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.

14. Proprietary rights

14.1 The Customer acknowledges and agrees that the SaaS Provider and/or its licensors own all intellectual property rights in the Services. Except as expressly stated herein, these GTA do not grant the Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services, except as stipulated in clause 8.

14.2 The SaaS Provider confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of these GTA.

15. Confidentiality

15.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under these GTA. A party’s Confidential Information shall not be deemed to include information that:

  • a. is or becomes publicly known other than through any act or omission of the receiving party;
  • b. was in the other party’s lawful possession before the disclosure;
  • c. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
  • d. is independently developed by the receiving party, which independent development can be shown by written evidence; or
  • e. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

15.2 Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of Services and other obligations under these GTA.

15.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.

15.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

15.5 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the SaaS Provider’s Confidential Information.

15.6 The SaaS Provider acknowledges that the Customer Data is the Confidential Information of the Customer.

15.7 This confidentiality clause shall survive termination of this agreement, however arising.

16. Indemnity

16.1 The Customer shall defend, indemnify and hold harmless the SaaS Provider against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Services, provided that:

  • a. the Customer is given prompt notice of any such claim;
  • b. the SaaS Provider provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and
  • c. the Customer is given sole authority to defend or settle the claim.

16.2 In the defence or settlement of any claim, the SaaS Provider may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 5 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

16.3 In no event shall the SaaS Provider, its employees, agents and sub-contractors be liable to the Customer or to any third parties to the extent that the alleged infringement is based on:

  • a. the Customer Content;
  • b. the functionality of the Services agreed and ordered by the Customer;
  • c. the Customer’s use of the Services in a manner contrary to the instructions given to the Customer by the SaaS Provider;
  • d. the used of the Appzio Applications by the End Users;
  • e. the Customer’s use of the Services after notice of the alleged or actual infringement from the SaaS Provider or any appropriate authority.

16.4 The foregoing states the Customer’s sole and exclusive rights and remedies, and the SaaS Provider’s (including the SaaS Provider’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

17. Limitation of liability

17.1 This clause sets out the entire financial liability of the SaaS Provider (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:

  • a. any breach of these GTA;
  • b. any unlawful use of the Services or any part of them; and
  • c. any representation, statement or tortious act or omission (including negligence) arising under or in connection with the use of the Services.

17.2 Except as expressly and specifically provided in these GTA:

  • a. the Customer assumes all liability for the Appzio Applications used as Services by the Customer. The SaaS Provider shall have no liability for any damage caused by the functionality of the Appzio Applications agreed with the customer or by the Customer Content or other information, instructions or scripts provided to the SaaS Provider by the Customer in connection with the Services, or any actions taken by the SaaS Provider at the Customer’s direction;
  • b. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these GTA; and
  • c. the Services are provided to the Customer on an “as is” basis.

17.3 Nothing in these GTA excludes the liability of the SaaS Provider for direct damages caused by SaaS Provider’s wilful misconduct or fraud.

17.4 The SaaS Provider shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any consequential damages including loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect loss, costs, damages, charges or expenses however arising for the Customer in relation to the use of the Services.

18. Term and termination

18.1 The GTA shall, unless otherwise terminated as provided in this clause, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, these GTA shall be automatically renewed for successive periods of 1 month, or other period agreed with the Customer (each a Renewal Period), unless:

  • a. either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or any Renewal Period, in which case these GTA shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
  • b. are otherwise terminated in accordance with the provisions of these GTA, and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

18.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate these GTA without liability to the other if:

  • a. the other party commits a material breach of any of the terms of these GTA and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
  • b. an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or
  • c. an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder; or
  • d. a receiver is appointed of any of the other party’s assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party’s assets; or
  • e. the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
  • f. any party ceases, or threatens to cease, to trade; or
  • g. the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.

18.3 On termination of this agreement for any reason:

  • a. the access to the Services rendered to the Customer under these GTA shall immediately terminate;
  • b. each party shall return and make no further use of any equipment, property, data and other items (and all copies of them) belonging to the other party;
  • c. the SaaS Provider may destroy or otherwise dispose of any of the Customer Content in its possession unless the SaaS Provider receives, no later than ten days after the effective date of the termination of these GTA, a written request for the delivery to the Customer of the then most recent back-up of the Customer Content. The SaaS Provider shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the SaaS Provider in returning or disposing of the Customer Content; and
  • d. the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

19. Force majeure

19.1 The SaaS Provider shall have no liability to the Customer under these GTA, if it is prevented from or delayed in performing its obligations under these GTA, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the SaaS Provider or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, hacker attack, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of sub-contractors.

20. Waiver

20.1 A waiver of any right under these GTA is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.

21. Severance

21.1 If any provision (or part of a provision) of these GTA is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

21.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

21.3 Each of the parties acknowledges and agrees that in entering into these GTA it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of these GTA, other than as expressly set out in these GTA.

22. Assignment

22.1 The Customer shall not, without the prior written consent of the SaaS Provider, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these GTA.

22.2 The SaaS Provider shall notify the Customer upon any assignment, transfer, charge, sub-contracting or entering into a deal in any other manner with all or any of its rights or obligations under these GTA.

23. No partnership or agency

23.1 Nothing in these GTA is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

24. Third party rights

24.1 These GTA do not confer any rights on any person or party other than the Customer and the SaaS provider and, where applicable, their successors and permitted assignees.

25. Notices

25.1 Any notice required to be given under these GTA shall be in writing and shall be deemed delivered to the other party if sent over email or entered into the Appzio Account of the Customer created at http://appzio.com at the end of the second Business Day after sending the email or entering the notification into the Appzio Account.

26. References

26.1 Either party may make references to the trade names, trademarks, logos and other trade dress of the other party for identifying the other party as its customer or service provider in presentations, marketing materials and customer lists.

27. Governing law and jurisdiction

27.1 These GTA and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with Bulgarian law.

27.2 The parties irrevocably agree that the Bulgarian courts have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

28. Interpretation

28.1 The definitions and rules of interpretation in this clause apply in this agreement.

Appzio Account: the online section at http://appzio.com made available to the Customer by the SaaS Provider upon registration for the Services and used by the Customer to execute written electronic documents stipulating the use of the Services, to manage and configure its identification details, orders, settings for use of the Services, Customer Content, and make payments to the SaaS Provider;

Appzio Applications: the iOS, Android and web applications built and maintained by the Appzio Platform;

End Users: users of the applications provided to the Customer as Services by the SaaS Provider.

Business Day: any day which is not a Saturday, Sunday or public holiday in Bulgaria.

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 10.5.

Customer Content: the text, images, video, graphic design and other data inputted by the Customer, End Users, or the SaaS Provider but on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.

Effective Date: the date on which the Customer has agreed to these GTA.

Initial Subscription Term: the initial subscription term ordered by the Customer via the Appzio Account.

Normal Business Hours: 8.00 am to 6.00 pm local Bulgarian time (+2 GMT), each Business Day.

Renewal Period: each subscription period ordered by the Customer via the Appzio Account following the Initial Subscription Term.

Services: the subscription services provided by the SaaS Provider to the Customer under this agreement via http://appzio.com or any other website notified to the Customer by the SaaS Provider as set out in clause 5.

Software: the online software applications and native iOS, Android, web applications provided by the SaaS Provider as Services.

Subscription Fees: the subscription fees payable by the Customer to the SaaS Provider for the User Subscription.

Subscription Term: has the meaning given in clause 13.1.

Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

28.2 Clause, schedule and paragraph headings shall not affect the interpretation of these GTA.

28.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assignees.

28.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

28.5 Words in the singular shall include the plural and vice versa.

28.6 A reference to one gender shall include a reference to the other genders.

28.7 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

28.8 A reference to writing or written includes e-mail and delivery through the Appzio Account.

28.9 References to clauses and schedules are to the clauses and schedules of these GTA.