LICENSE TERMS

All capitalized terms not otherwise defined below shall have the meaning determined in Clause 76 of these License Terms.

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”). Appzio is registered as a personal data controller with the Bulgarian Personal Data Protection Commission under No. 417310.

2.Appzio is the legal owner and holder of all proprietary rights in the Appzio Platform, an operating environment that combines the backend and mobile client-side software, together with the necessary architecture and infrastructure, which enable creation, running and modification of native mobile applications for devices using iOS and Android operating systems by using and modifying Appzio Toolkit Libraries (including Appzio Actions), developing new Appzio Actions Themes and engaging Customers Content.

3.The Appzio Platform enables you, as Customer, to create your Customer’s Mobile Application based on your project and design. Customer’s Mobile Application: the native mobile application for iOS and/or Android created by using the Appzio Platform and based on Customer's project and design, which mobile application comprises of Appzio Action Themes created by or for the Customer by using and/or modifying the Appzio Toolkit Libraries and/or Appzio Mobile Application Templates, as well as designs, logos and other Customer Content, but in any case does not include the Appzio Actions or any software or component of the Appzio Platform.

4. “Customer” shall be any natural person or legal entity, including any organisation or institution, which has been identified in the online order process and holds an Appzio Account at http://appzio.com. By accepting these License Terms the Customer represents and warrants that (i) has legal capacity under the applicable laws to enter independently into binding agreements; (ii) in case of entering into these License Terms on behalf of a legal entity, the Customer has or has been given full legal authority to enter into and bind this legal entity with the License Terms; and (iii) has received all consents (including parent consents), permits, licenses or authorisations required to use the Appzio Platform, other than the licenses and authorisations granted under these License Terms. 

5. By clicking on the “I Agree” button and placing an order to use the free Appzio Sandbox Edition or to purchase the Appzio Professional Edition or the Appzio Turn Key Edition you agree to be bound by these License Terms as a Customer. By accepting the License Terms you agree on a valid and binding license agreement with Appzio. Entering into these License Terms excludes the applicability of any general (purchase) terms and conditions for suppliers used by the Customer.

6.The Appzio Editions entitle you to certain rights to access and use components of the Appzio Platform to build, run and modify your personalized (and customized) native Customer’s Mobile Application for iOS and Android as described below, subject always to compliance with these License Terms:

Sandbox Edition

Professional Edition

Turn Key Edition

  • Non-exclusive License to the Appzio Platform for a limited trial period of thirty (30) days to build and run one (1) Customer’s Mobile Application;
  • Non-exclusive License to the Appzio Platform for an unlimited period to build and run one (1) Customer’s Mobile Application.
  • Non-exclusive License to the Appzio Platform for an unlimited period to build and run one (1) Customer’s Mobile Application.
  • Hosting for (1) Customer’s Mobile Application on a shared server for one (1) month;
  • Hosting for one (1) Customer’s Mobile Application for one (1) month: 2CPU’s, 1GB of memory, 20Gb of disk space;
  • Hosting for one (1) Customer’s Mobile Application for one (1) month: 2CPU’s, 1GB of memory, 20Gb of disk space;
  • Up to ten (10) simultaneous users of the Customer’s Mobile Application.
  • Updates of the Appzio Platform released within one (1) year;
  • Updates of the Appzio Platform released within one (1) year;

 

  • Customization Works not included and to be handled by the Customer and/or the Customer’ service providers.
  • Customization Works to be handled by and Appzio partner. Appzio procures two (2) offers for Customization Works;

 

  • Technical support by Appzio for a period of one (1) year: five (5) support instances.
  • Technical support by Appzio for a period of one (1) year: five (5) support instances.

Free

EUR 2,500

EUR 5,500 (starting price)

 

License

7.The License to the Appzio Platform is (a) the non-exclusive, assignable right to use the backend software of the Appzio Platform installed in a hosting environment where the Customer’s individual Version Control System is set up, including to use and modify the existing program code in the Appzio Toolkit Libraries and to develop new program code using Appzio Toolkit Libraries as necessary for creating the Customer’s Mobile Application; (b) the non-exclusive, assignable right to use the mobile client-side software for the purposes of building and running the Customer’s Mobile Application; and (c) the non-exclusive, assignable right to use and modify the Appzio Actions to create Appzio Actions Themes and to modify the Appzio Mobile Application Templates as necessary to create and run the Customer’s Mobile Application.

8.The License to the Appzio Platform does not grant the Customer with any rights (a) to access the backend or client-side software source code, reverse-engineer it in any way or make backups of non-compiled code, excluding code under the Appzio Toolkit Libraries, or (b) to duplicate, frame, mirror, republish, download, transmit, or distribute the Appzio Platform in any form or media or by any means; (c) to attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Appzio Platform; (d) to access all or any part of the Appzio Platform in order to build a product or service which competes with the Appzio Platform; or (e) to sublicense, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit the Appzio Platform, without Appzio’s prior written consent.

9.The Customer is entitled to export and backup all application specific data, including the publicly available libraries, custom code developed by or for the Customer, Customer Content and the JSON formatted description of the Customer’s Mobile Application’s configuration.

10.The use of other PHP libraries of components, controllers, models, views, routers and exemplary actions published on the Appzio website is regulated by the license terms attached to such libraries and actions.

 

Hosting

11.Appzio procures from external hosting service providers the necessary hosting services for the individual server instance on which the Customer’s Mobile Application is created and run. Appzio selects external hosting service providers that offer the necessary capacities and compatibility with the Appzio Platform. The Customer may choose between the offers of the different hosting service providers that Appzio uses. Hosting the Customer's Mobile Application on other servers (incl. Customer's own servers) is subject to agreement of additional terms and fees with Appzio and Appzio’s confirmation of the compatibility of the servers with the Appzio Platform.

12.The price of each of the Professional Edition and the Turn Key Edition includes a Basic Hosting Package for a period of one (1) month. The Basic Hosting Package provides: 2CPU’s, 1GB of memory and 20Gb of disk space.

13.After the first month of the Edition or at any time the use of the Customer’s Mobile Application exceeds the Basic Hosting Package, Appzio will provide the Customer with one or more offers for hosting services that correspond to the average usage and needs of the Customer’s Mobile Application. The Customer can accept such hosting service offers, and can order and pay hosting services through its Appzio Account.

14.The Customer is solely responsible to select hosting service providers and pay the relevant hosting fees in due time, so as to procure uninterrupted operation of the Customer's Mobile Application. In case the Customer delays the payment of the hosting fees for more than five (5) Business Days Appzio is entitled to move the hosting of the Customer’s Mobile Application to a shared server where the Customer’s Mobile Application will no longer be available to the End User. In such case the Customer will be provided with access to the Customer’s Mobile Application to download all Customer Content and the Customer’s Mobile Application within thirty (30) days. Appzio is not responsible to store the Customer Content after this period.

15.Upon payment of the applicable hosting fees the Customer may at any time continue using the Appzio Platform and the Customer’s Mobile Application on the Customer’s Individual Version Control System, including by uploading all Customer Content back into the Customer’s Mobile Application.

16.Appzio gives no guarantee of the service level of the hosting service and the Customer agrees that the service level and guarantees of the hosting service provider will apply. In case Appzio receives any compensation for breach of service level by the hosting provider, the Customer can claim to receive a proportionate amount of such compensation. The compensation for breach of service level is always subject to following limitations: Appzio is not liable of any (a) Issues beyond Appzio’s or the hosting service provider’s control, such as hardware failures, internet access failures, natural disasters and other force majeure incidents; and (b) hosting outages caused by the Customer’s own negligence or by program code produced by or for the Customer. Example of such an event is a programmatic loop, which makes the servers unusable.

 

Updates

17.Under the Professional Edition and the Turn Key Edition, Appzio provides a non-exclusive, assignable right to use, apply and modify on an individual server instance the Updates released by Appzio for a period of one (1) year as of granting a License to the Appzio Platform to the Customer under these License Terms. After expiry of each one-year period the Customer is entitled to purchase license to further updates to the Appzio Platform according to price list available at the time.

18.The Customer may decide at its own discretion whether to apply any Updates to the Appzio Platform made available to the Customer under these License Terms.

19.Applying the Updates to the the Appzio Platform on Customer's individual server instance may require additional development work on the Customer's Mobile Application to ensure its compatibility with the Updates. The Customer is solely responsible to consider such implications of the Updates to the Customer's Mobile Application and to undertake actions to ensure operability of the Customer's Mobile Application under the updated version of the Appzio Platform.

 

Intellectual Property Rights

20.Appzio retains all ownership, title and interest of all Intellectual Property Rights in the Appzio Platform, including the Intellectual Property Rights in all modifications, developments, alterations, releases and updates to the computer program code (incl. source code and object code), the backend and mobile client-side software, as well as the related architecture and infrastructure of the Appzio Platform, which are made by, on behalf of or for Appzio. Nothing in these License Terms and no License to the Appzio Platform shall be construed as limiting any Intellectual Property Rights to which Appzio is entitled as an owner and holder of all Intellectual Property Rights in the Appzio Platform.

21.The Customer is solely responsible to arrange the ownership, use and any Intellectual Property Rights in the Customer’s Mobile Application and any other protected works which may be created for or at the request of the Customer in relation to the building, personalization and/or customization of the Customer’s Mobile Application by using the Appzio Platform by any person working and/or providing services to the Customer.

22.Customers may give free or paid licenses to the Customer’s Mobile Application or any new Appzio Actions and Appzio Action Themes developed by or for the Customer based on the License to the Appzio Platform and Appzio will provide the Customer upon request with standard license terms for the purpose and may offer to make available such Customer licenses on Appzio’s website or market place.

 

Creation of the Customer’s Mobile Application

23.The Customer is entitled to create its Customer’s Mobile Application both by using own resources and by using external service providers at its own discretion. Appzio is not involved and is not responsible for the creation of the Customer’s Mobile Application, unless Appzio is contracted as a service provider under the terms of a separate agreement.

24.No referral made by Appzio for a service provider in relation to the creation of the Customer’s Mobile Application shall be considered as creating any relations between Appzio and the Customer for provision of services for creating the Customer’s Mobile Application or sub-contracting relations between Appzio and the service provider. The assistance Appzio provides under the Turn Key Edition is limited to the provision of two (2) offers from service providers with quotations for the development and project management work needed for the creation of the Customer’s Mobile Application. In case the Customer decides to use the services of any such service providers suggested by Appzio, the Customer is solely responsible to enter into the relevant agreements and arrangements with the selected service provider and Appzio has no control and responsibility for such arrangements.

25.Appzio’s support to the Customer in relation to the License to the Appzio Platform is limited to technical support and assistance for resolving tickets related to the operation of the Appzio Platform, which are not due to the Customer’s Customization Works or any unauthorized use of the Appzio Platform for purposes other than as described herein.

 

Appzio Account

26.Each Customer creates an 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.

27.Any actions, orders, purchases, payments and agreements 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 or the Customer.

28.The parties acknowledge that the Appzio Account identifies the Customer sufficiently and allows the parties to execute as electronic written documents these License Terms 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).

29.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.

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

 

Orders and Payments

31.The Customer completes the order for purchasing an Appzio Edition by clicking on the “Order and Pay” button, which directs the Customer to the payment methods accepted by Appzio.

32.Depending on the payment method selected by the Customer, Appzio activates the Appzio Edition ordered by the Customer (a) upon completion and authorization of the payment made with a credit card or (b) upon receipt of the payment in Appzio’s bank account in case of a bank transfer.

 

Invoicing

33.Within five (5) days as of receipt of any payment made by the Customer under these License Terms, Appzio will issue an invoice to the Customer. The Customer will be notified via http://appzio.com or e-mail when an invoice has been issued to the Customer’s Appzio Account.

34.All amounts and fees stated or referred to in these License Terms:

  1. shall be payable in EUR equivalent;

  2. are non-cancellable and non-refundable;

  3. are exclusive of value added tax (VAT), which shall be added to the invoices at the appropriate rate.

 

Access to the Server Instance

35.Upon Activation of the Appzio Edition ordered by the Customer, Appzio provides the Customer with access to a server instance, on which Appzio makes available the Appzio Platform under these License Terms. The Customer is responsible to use the access to the server instance solely in accordance with these License Terms and to require from all of its employees and subcontractors to comply with these License Terms.

36.Appzio reserves the right, without liability to the Customer, to suspend at any time the Customer’s access to the server instance on which Appzio Platform has been made available to the Customer, in case:

  1. the Customer breaches these License Terms and such breach threatens the property, rights or reputation of Appzio;

  2. the suspension is requested by a state, governmental or court institution; or

  3. the Customer has outstanding payments due to Appzio for license or hosting services fees under these License Terms.

37.The Customer shall make best efforts to remedy the situation that resulted in suspension of its access to the Customer's server instance within fifteen (15) calendar days as of any such suspension. Appzio shall provide the Customer with information about the grounds for suspension of the Customer's access in each case.

38.In case the suspension of the Customer's access to the server instance continues for more than fifteen (15) calendar days, Appzio is entitled to delete the Customer Mobile Application, including any Customer Content from the server instance. Appzio will notify the Customer in advance of deletion of the Customer Content from the server instance and will provide the Customer with a period of thirty (30) days to extract its Customer Content and the Customer Mobile Application before such deletion.

 

Customer’s Responsibilities

39.The creation of the Customer’s Mobile Application is at Customer’s own expense and risk. Appzio is not responsible for the creation of any component of the Customer’s Mobile Application, including any content, design or presentation of the Customer’s Mobile Application. The Customer is solely responsible for meeting the technical and functional requirements and using the electronic devices that are necessary to use the Appzio Platform and the Customer’s Mobile Application.

40.The Customer is solely responsible for designing and creating the Customer’s Mobile Application, including any Customer Content, in compliance with the requirements of Apple and Google app stores or any other app store in which the Customer wishes to publish the Customer’s Mobile Application.

41.The Customer is solely responsible for ensuring that the Customer’s Mobile Application has appropriate general terms of use for the End Users.

42.The Customer is solely responsible to create an operational Customer's Mobile Application, which complies with industry standards and communicates with the IT systems it uses in a manner which does not result in major technical errors or breakdowns. In case the operation of the Customer's Mobile Application creates threats to the IT systems used by Appzio, Appzio is entitled to undertake all necessary actions to limit the effect of such threats, including through suspending the operation and access to the Customer's Mobile Application for a limited period of time and editing as necessary the Customer's Mobile Application program code or the set-up of the Customer's individual server instance. Nothing in this clause shall be construed as creating an obligation for Appzio to support the Customer in any bug-fixing or set-up activities related to the creation, launch and/or operation of the Customer's Mobile Application.

43.The Customer shall not access, store, distribute or transmit any Viruses, or any material through the Customer Content or via the Customer’s Mobile Application that:

  1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

  2. facilitates illegal activity;

  3. depicts sexually explicit images;

  4. promotes unlawful violence;

  5. may be perceived as discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or

  6. may cause damage or injury to any person or property;

  7. involves unreasonable or disproportionate use of Appzio’s infrastructure of or of third parties’ computer systems;

  8. involves manual or automated software, devices, or other processes to “crawl”, “spider” or scrape any content of the server on which the Customer’s Mobile Application is hosted;

  9. infringes any of Appzio’s or Appzio’s service providers’ or business partners’ Intellectual Property Rights or privacy rights;

  10. 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 Customer’s Mobile Application.

44.The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the License to the Appzio Platform and, in the event of any such unauthorised access or use, promptly notify Appzio.

 

Customer Content

45.The Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Content and for arranging any proprietary rights in the Customer Content. Appzio has no liability regarding the manner in which the Customer collects, uses, manages, and stores the Customer Content on the individual server instance of the Customer.

46.Other than as set out in these License Terms, Appzio has no responsibility to store any Customer Content after the hosting of the Customer's Mobile Application is suspended (e.g. due to a breach or a delay in payment of the hosting fees). The Customer is solely responsible to make backups of the Customer's Mobile Application and the Customer Content, including to extract the Customer Content at any time the Customer decides to stop using the Appzio Platform or the hosting services provided under these License Terms.

 

Personal Data Protection

47.If Appzio processes any personal data on the Customer’s behalf when performing its obligations under these License Terms, the parties agree that the Customer shall be the data controller and Appzio shall be a data processor and in any such case:

  1. the Customer acknowledges and agrees that the personal data may be transferred or stored on servers hosted outside the EEA (The European Economic Area) or the country where the Customer and the End Users of the Customer’s Mobile Application are located;

  2. the Customer shall ensure all necessary consents from End Users which entitle the Customer to transfer the relevant personal data to Appzio, so that Appzio may lawfully and transfer the personal data to the relevant hosting service providers in accordance with these License Terms on the Customer's behalf;

  3. the Customer shall ensure that the relevant third parties and End Users have been informed of, and have given their consent to any such processing and transfer as required by all applicable data protection legislation;

  4. Appzio shall process the personal data only for the purposes of providing hosting services for the Customer’s Mobile Application and in accordance with any lawful instructions reasonably given by the Customer from time to time; and

  5. the Customer and Appzio shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.

 

Third party providers

48.The Customer acknowledges that the Customer’s Mobile Application may enable or assist access to 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.  Appzio 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. 

49.Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not Appzio. Appzio 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.

 

Appzio’s Responsibilities

50.Appzio does not warrant that the Customer's use of Appzio Platform on the Customer’s individual server instance will be uninterrupted or error-free.

51.Appzio is not responsible and liable 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 availability of the Appzio Platform on the Customer’s individual server instance may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

 

Confidentiality

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

  1. is or becomes publicly known other than through any act or omission of the receiving party;

  2. was in the other party's lawful possession before the disclosure;

  3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;

  4. is independently developed by the receiving party, which independent development can be shown by written evidence; or

  5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

53.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 exercise of its rights and obligations under these License Terms.

54.Each party shall take all reasonable steps to ensure that the other party's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the these License Terms.

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

56.The Customer acknowledges that the Appzio Platform and any component and element thereof constitutes the Appzio's Confidential Information.

57.Appzio acknowledges that the Customer’s Mobile Application Customer Data is the Confidential Information of the Customer.

58.This confidentiality clause shall survive termination of these License Terms, however arising.

 

Limitation of liability

59.The Customer assumes all liability for the creation and operation of the Customer’s Mobile Application. Appzio shall have no liability for any damage caused by the functionality or operation of the Customer’s Mobile Application.

60.The License to the Appzio Platform is granted to the Customer on an "as is" basis and Appzio does not have any liability to modify or further develop the Appzio Platform to ensure fitness for Customer’s needs.

61.Appzio 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 these License Terms. The liability of Appzio under these License Terms shall be limited to the amount of the license fee actually paid by the Customer to Appzio.

62.This limitation of liability clause shall survive termination of these License Terms, however arising.

 

Termination

63.Each party may terminate these License Terms with a notice to the other party given at least 30 calendar days in advance:

  1. in case the other party enters into liquidation or insolvency proceedings, unless the rights and obligations of such party are assigned as set out in these License Terms;

  2. in case the other party is subject to economic sanctions imposed by the European Union, the United Nations, the U.S. Department of Treasury Office of Foreign Assets Control.

64.On termination of these License Terms for any reason:

  1. Appzio suspends immediately the Customer's access to the Appzio Platform;

  2. Appzio may delete the Customer's Mobile Application, including all Customer Content stored on the individual server instance of the Customer, after expiry of 30 days from suspension of the Customer's access in which the Customer will be entitled to extract the Customer Mobile Application and all Customer Content; and

  3. Any outstanding amounts due by the Customer under these License Terms remain payable to Appzio regardless of the termination of these License Terms.

Assignment

65.The Customer is entitled to assign the License to the Appzio Platform together with all rights and obligations under these License Terms to an affiliate or to a third party, provided that such affiliate or third party accepts these License Terms and notifies Appzio of the assignment in advance but not later than within thirty (30) calendar days after effecting such assignment and provides Appzio with all identification details required in the Appzio Account. Failure to notify Appzio in case of assignment of the License to the Appzio Platform entitles Appzio to suspend the respective Appzio Account until the assignee accepts these License Terms and provides the necessary identification details in the Appzio Account.

66.Appzio 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 License Terms.

 

Miscellaneous

67.Force majeure: Appzio shall have no liability to the Customer under these License Terms, if it is prevented from or delayed in performing its obligations under these License Terms, 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 Appzio or its subcontractors or suppliers), failure of a utility service or transport or telecommunications network, 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 other acts of God.

68.Waiver: A waiver of any right under these License Terms 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.

69.Severance: If any provision (or part of a provision) of these License Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. 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. Each of the parties acknowledges and agrees that in entering into these License Terms 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 License Terms, other than as expressly set out in these License Terms.

70.No partnership or agency: Nothing in these License Terms is intended to or shall operate to create a partnership between the parties, or authorize 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).

71.Third party rights: These License Terms do not confer any rights on any person or party other than the Customer and Appzio and, where applicable, their successors and permitted assignees.

72.Notices: Any notice required to be given under these License Terms 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.

73.References: 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.

74.Governing law: These License Terms 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.

75.Jurisdiction: 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).

 

Interpretation

76.The definitions and rules of interpretation in this clause apply in these License Terms:

Appzio Account: the online section at http://appzio.com made available to the Customer by Appzio upon registration of the Customer and used by the Customer to purchase and manage Appzio Editions, to execute written electronic documents stipulating terms of use of the Appzio Editions, to manage and configure its identification details, orders, invoices and to make payments to Appzio.

Appzio Edition: each and any of the Sandbox Edition, the Professional Edition and the Turn Key Edition offered by Appzio.

Appzio Mobile Application Templates: the iOS, Android and web applications built and maintained by using the Appzio Platform which are available to the Customer as ready-made solutions with functionalities and design that can be used by the Customer freely under the License to the Appzio Platform with or without modifications.

Appzio Platform: operating environment that combines the backend and mobile client-side software, together with the necessary architecture and infrastructure, which enable creation, running and modification of native mobile applications for devices using iOS and Android operating systems by using and modifying Appzio Toolkit Libraries (including Appzio Actions), developing new Appzio Actions Themes and engaging Customers Content.

Appzio Toolkit Libraries: The Customer’s Mobile Application’s modules rely on Appzio Toolkit Library to work. These libraries are: Appzio PHP Toolkit 1, Appzio PHP Toolkit 2 and Appzio NodeJS Toolkit 1. Libraries link the functionality between Appzio Actions and rest of the Appzio Platform. Appzio Toolkit Libraries are licensed under separate licenses. Appzio Toolkit Libraries are available at GitHub.

Appzio Action: means a programmatic module, which works within the Appzio Platform. Explanation of a structure of an action is described here: https://docs.appzio.com/php-example/readme-md/. Appzio Action uses and extends Appzio Toolkit Library. Appzio Actions can be: a) provided as part of the Appzio Platform, b) be publicly available free license module, c) provided under a commercial license, d) be solely at use of the Customer. Appzio Actions are available at GitHub and in various private repositories.

Appzio Actions Theme: means a programmatic/ design alteration to an Appzio Action. Appzio Action Theme always mirrors the structure of an Appzio Action and extends it to create a personalized functionality and design of the Customer’s Mobile Application. It can be made available with a different licensing arrangement from the Appzio Action itself. When a Customer’s Mobile Application is developed using existing Appzio Actions and components, the Intellectual Property of the Customer is within the proprietary theme directory. Appzio Action Themes are typically available at Customer’s invidual Version Control System.

Version Control System: Refers to a repository where source code is maintained. All source code connected to the backend software of the Appzio Platform must reside in a GIT compatible source code system. The Customer is responsible for managing the hosting for their Version Control System and ensuring that the backend software of the Appzio Platform has access to the Version Control System.

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

Customer’s Mobile Application: the native mobile application for iOS and/or Android created by using the Appzio Platform and based on Customer's project and design, which mobile application comprises of Appzio Action Themes created by or for the Customer by using and/or modifying the Appzio Toolkit Libraries and/or Appzio Mobile Application Templates, as well as designs, logos and other Customer Content, but in any case does not include the Appzio Actions or any software or component of the Appzio Platform.

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in Clause 52.

Customer Content: the text, images, video, graphic design and other data input by or on behalf of the Customer or by End Users in the creation and use of the Customer’s Mobile Application.

Customization Works: software development and project management work for building a personalized and customized Customer's Mobile Application by using the Appzio Platform.

End Users: users of the Customer’s Mobile Application.

Intellectual Property Rights: (a) copyrights and related rights (registered or unregistered) in copyrightable works and works of authorship; (b) patents, patent applications, patent rights, patent disclosures and inventions, utility models, utility models applications, industrial design and industrial design applications; (c) domain names, registered and non-registered trademarks, logos and registrations and applications for registration thereof, together with all of the goodwill associated therewith, and (d) copies and tangible embodiments thereof (in whatever form or medium), and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

License: the non-exclusive, assignable license (rights of use) to the Appzio Platform granted by Appzio to the Customer in accordance with these License Terms.

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

Virus: any thing or device (including any software, code, file or program) 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 program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program 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.

Updates: any modifications and upgrades to the Appzio Platform that Appzio may implement which may change the operation of certain components or the entire Appzio Platform.

77.References to clauses are to the clauses of these License Terms. Clause, schedule and paragraph headings shall not affect the interpretation of these License Terms.

78.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.

79.Words in the singular shall include the plural and vice versa. A reference to one gender shall include a reference to the other genders.

80.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.

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