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1.1. These Terms and Conditions (hereinafter “Terms”) constitute the contractual agreement between Digital Ventures, a company, existing and registered under the law of Republic of Bulgaria, having its UIC 202906708, having its registered seat and address at Sofia 1113, Bulgaria, 3a Nikolay Haytov Str., office 1-5 (hereinafter referred to as “Digital Ventures”) and the customer of Digital Ventures software and services (“Customer”).
1.2. By signing the Order Form (as defined in its minimum content in the Definitions section below), the Customer automatically accepts these Terms and the Digital Ventures Services and Support Policy, in their version as of the date of Order Form’s signing by the Customer.
1.3. Customer shall send a scanned copy of the signed Order Form, from his registered email address, filled in thereof.
1.4. The Individual Contract between Digital Ventures and the Customer is considered executed as of the moment when both Customer and Digital Ventures have signed, through their authorized representatives, the Order Form and Digital Ventures had returned the scanned executed copy to Customer’s registered email address. For avoidance of any doubt, the Order, executed by both parties, constitutes the body of the Individual Contract.
2.1. “Confidential Information” means: (a) Digital Ventures Core Technology (which is Confidential Information of Digital Ventures); (b) Customer Data and Customer Technology (which are Confidential Information of Customer); (c) any other information of a party that is disclosed in writing or orally and is designated as Confidential or Proprietary at the time of disclosure (and, in the case of oral disclosures, summarized in writing within thirty (30) days of the initial disclosure and delivered to the receiving party), or that due to the nature of the information the receiving party would clearly understand it to be confidential information of the disclosing party; and (d) the specific terms and conditions of these Terms, any Order Form, and any amendment and attachment thereof, between the parties. Confidential Information shall not include any information that: (i) is or becomes generally known to the public through no fault or breach of these Terms by the receiving party; (ii) was rightfully in the receiving party’s possession at the time of disclosure without restriction on use or disclosure; (iii) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (iv) was or is rightfully obtained by the receiving party from a third party not under a duty of confidentiality and without restriction on use or disclosure.
2.2. “Customer Data” means electronic data uploaded by or for Customer and Customer’s agents, employees and contractors, and processed in the Subscription Service, excluding the Digital Ventures Core Technology.
2.3. “Customer Technology” means software, methodologies, templates, business processes, documentation or other material authored, invented, or otherwise created or licensed (other than by or from Digital Ventures) by Customer using or for use with the Subscription Service, excluding Digital Ventures Core Technology.
2.4. “Documentation” means the Digital Ventures product documentation relating to the operation and use of the Subscription Service and Software, including technical program or interface documentation, user manuals, operating instructions and release notes, as updated from time to time by Digital Ventures.
2.5. “Product Description” means the description of the ordered software products and services and their functionalities, as they may be publicly available on Digital Ventures corporate website www.sportal365.com, or as they may be specified in the Order Form or referenced therein.
2.6. “Professional Services” means any services provided by Digital Ventures like training, consultancy, development, design services, quality assurance, project management, and implementation. Any such Professional Services will be specified in the Order Form, or, if needed and agreed between Digital Ventures and the Customer – in a separate Statement of Work (“SOW”).
2.7. “Digital Ventures Core Technology” means: (a) the Subscription Service; Software; Documentation; and Digital Ventures technology and methodologies (including, without limitation, products, software tools, hardware designs, algorithms, templates, software (in source and object forms), architecture, class libraries, objects and documentation) existing as of the Effective Date or otherwise arising outside of work under a Professional Service; (b) updates, upgrades, improvements, configurations, extensions, and derivative works of the foregoing and related technical or end user documentation or manuals; and (c) intellectual property anywhere in the world relating to the foregoing.
2.8. “Software” means software licensed by Digital Ventures to Customer to facilitate the use of the Subscription Service.
2.9. “Subscription Service” means the Digital Ventures software as a service (SaaS), namely the products of Digital Ventures, as they may be defined in the Product Description, plus hosting, support, Professional services, and any other legal and or practical actions that shall be undertaken by Digital Ventures during the Subscription Term so that Customer may use and utilize the products.
2.10. “Subscription Term” means the term of authorized use of the Subscription Service as set forth in the Order Form – which can be set in months (for monthly subscription) or years (for annual subscription).
2.11. “Order Form” means a form, made by Digital Ventures available to the Customer in the appropriate form, which shall be filled and signed by the Customer accordingly and addressed to Digital Ventures. As applicable, the Order will contain: 1) identification of the Customer by his full legal name, registered address, national ID document (for individuals) or full company name, registered address, national company registration number, full name of the person, duly authorized to represent the entity according to applicable national legislation (for legal entities); 2) registered emails of both parties; 3) the Support level and support terms of reaction time and channels of communication, applicable to the Customer; 4) territories of licensed use of the product 5) Subscription Term 6) Production domain(s) 7) Subscription Fees and payment terms; 8) Other specific individual terms as they may be negotiated between the parties.
2.12. “Production Domain” means a domain name used for a Production purpose, whereby “Production Purpose” shall mean use or deployment of the Software for publishing and/or administering a website or other application accessible by and/or visible to the site visitors of the Customer.
3.1. SUBSCRIPTION SERVICE. Subject to these Terms, Digital Ventures authorizes Customer to access and use the purchased Subscription Service during the Subscription Term as set forth in an applicable Order Form for its internal business purposes in accordance with Product Description and Documentation. Customer shall not use or otherwise access the Subscription Service in a manner that exceeds Customer’s authorized use as set forth in these Terms and the applicable Order Form.
3.2. SOFTWARE. Digital Ventures grants Customer a limited, personal, worldwide, non-sublicensable, non-transferable, non-exclusive license during the Subscription Term to use the Software. The Software may include code that is licensed under third party license agreements, including open source, made available or provided with the Software. Software is licensed and not sold even if for convenience Digital Ventures refers to words such as sale or purchase.
3.3. DOMAIN LIMITS. Customer may only use and access the Software on the Production Domain(s), which is described in the Order Form.
3.4. RESTRICTIONS. Customer shall not (and shall not permit others to) do the following with respect to the Digital Ventures Core Technology: (i) use the Subscription Service with external programs in a manner that intentionally circumvents contractual usage restrictions; (ii) license, sub-license, sell, re-sell, rent, lease, transfer, distribute or time share or otherwise make any of it available for access by third parties except as otherwise expressly provided in an Order Form; (iii) access it for the purpose of developing or operating products or services intended to be offered to third parties in competition with the Subscription Service; (iv) disassemble, reverse engineer or decompile it; (v) copy, create derivative works based on or otherwise modify it except as permitted in these Terms; (vi) remove or modify a copyright or other proprietary rights notice in it; (vii) use it to reproduce, distribute, display, transmit or use material protected by copyright or other intellectual property right (including the rights of publicity or privacy) without first obtaining the permission of the owner; (viii) use it to create, use, send, store or run viruses or other harmful computer code, files, scripts, agents or other programs or otherwise engage in a malicious act or disrupt its security, integrity or operation; or (ix) access or disable any Digital Ventures or third party data, software or network (other than Customer’s instance of the Subscription Service in accordance with these Terms). Before Customer exercises any of the foregoing actions that Customer believes it is entitled to, Customer shall provide Digital Ventures with thirty (30) days’ prior written notice to (or, if applicable law or the relevant court order does not allow for such notice, then the maximum amount of notice allowable), and provide reasonably requested information to allow Digital Ventures to assess Customer’s claim and, at Digital Ventures’s sole discretion, provide alternatives that reduce adverse impacts on Digital Ventures’s intellectual property and other rights.
3.5. THIRD PARTY RESTRICTIONS. Customer is not allowed, without obtaining prior written consent of Digital Ventures to allow third parties – individuals or legal entities that are Content Management System any use of the Software or of any other element of Subscription Service.
3.6. DELIVERY. Digital Ventures uses Google Cloud to provide the Subscription Service. Being a headless Content Management System, product of Digital Ventures needs to be connected to Customer public website. Therefore, depending on the particular arrangement between Digital Ventures and Customer, Digital Ventures may either i) provide the Subscription Service itself, without public interface services or ii) provide the Subscription Service together with Professional services of project management, software development, software installation, website design, quality assurance and implementation of public interface. In any case either of the two different arrangements as per previous sentence shall be duly noted within the “Other Specific Individual Terms” section of the Order Form.
3.7. PRODUCT DISCONINUANCE. Digital Ventures reserves the right to discontinue at any time any component of the Software, whether or not it is offered as a standalone product or solely as a component of the Software, provided that the key functionality of the Software must not be removed or materially varied. However, to the extent Digital Ventures is obligated to provide support for the Software in accordance with the terms set forth in Service and Support Policy, Digital Ventures will provide support for all such discontinued components for a period of one (1) year after the date of discontinuance.
Digital Ventures may remotely review Customer’s use of the Subscription Service, and upon Digital Ventures written request Customer shall provide any reasonable assistance, to verify Customer’s compliance with the Terms. If Digital Ventures- determines that Customer has exceeded its permitted use of the Subscription Service then Digital Ventures will notify Customer and within thirty (30) days thereafter Customer shall either: (i) disable any unpermitted use or (ii) purchase additional subscriptions commensurate with Customer’s actual use. If Customer fails to regain compliance within such thirty (30) day period or fails to make payment as provided in its Order Form, Digital Ventures may suspend Customer’s use of the Subscription Service or terminate the contractual relation for cause in accordance with Section 10 (Term and Termination), in addition to any other rights or remedies Digital Ventures may have.
5.1. DIGITAL VENTURES OWNERSHIP. As between Digital Ventures and Customer, all rights, title, and interest in and to all intellectual property rights in the Digital Ventures Core Technology are owned exclusively by Digital Ventures notwithstanding any other provision in these Terms. Except as expressly provided in these Terms, Digital Ventures reserves all rights in the Digital Ventures Core Technology and does not grant Customer any rights, express or implied.
5.2. CUSTOMER OWNERSHIP. As between Customer and Digital Ventures, Customer shall retain all of its rights, title, and interest in and to its intellectual property rights in Customer Data and Customer Technology. Customer hereby grants to Digital Ventures a royalty-free, fully paid, non-exclusive, non-transferable, sub-licensable, worldwide right to use Customer Data and Customer Technology solely for the purpose of providing the Subscription Service and Professional Services to Customer.
5.3. FEEDBACK. Digital Ventures encourages Customer to provide suggestions, proposals, ideas, recommendations or other feedback regarding improvements to Digital Ventures services and related resources. To the extent Customer provides such feedback, Customer grants to Digital Ventures a royalty-free, fully paid, sub-licensable, transferable, non-exclusive, irrevocable, perpetual, worldwide right and license to make, use, sell, offer for sale, import and otherwise exploit feedback (including by incorporation of such feedback into the Digital Ventures Core Technology) without restriction.
5.4. Customer hereby agrees that Digital Ventures can use Customer’s company name, company logo and product(s) trademark (s) royalty-free and free-of-charge for marketing and advertising purposes, such as, but not limited to placement on Digital Ventures corporate website, broadcasting through Digital Ventures social media channels, newsletters, advertisements, testimonials.
6.1. LIMITED SUBSCRIPTION SERVICE WARRANTY. Digital Ventures warrants that during the Subscription Term Customer’s production instances of the Subscription Service shall materially conform to the Product Description.
6.2. LIMITED PROFESSIONAL SERVICES WARRANTY. Digital Ventures warrants that the Professional Services will be performed in a competent and workmanlike manner in accordance with accepted industry standards and practices.
6.3. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE WARRANTIES EXPRESSLY STATED IN THESE TERMS, TO THE MAXIMUM EXTENT ALLOWED BY LAW, DIGITAL VENTURES DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WARRANTIES ARISING UNDER STATUTE, WARRANTIES OF MERCHANTABILITY, ACCURACY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES ARISING FROM USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, DIGITAL VENTURES SPECIFICALLY DOES NOT WARRANT THAT THE SUBSCRIPTION SERVICE, SOFTWARE, PROFESSIONAL SERVICES, OR DOCUMENTATION WILL MEET THE REQUIREMENTS OF CUSTOMER OR OTHERS OR THAT THEY WILL BE ACCURATE OR OPERATE WITHOUT INTERRUPTION OR ERROR. CUSTOMER ACKNOWLEDGES THAT IN ENTERING THESE TERMS IT HAS NOT RELIED ON ANY PROMISE, WARRANTY OR REPRESENTATION NOT EXPRESSLY SET FORTH HEREIN.
7.1. CONFIDENTIALITY OBLIGATIONS. The recipient of Confidential Information shall: (i) at all times protect it from unauthorized disclosure with the same degree of care that it uses to protect its own confidential information, and in no event using less than reasonable care; and (ii) not use it except to the extent necessary to exercise rights or fulfill obligations under these Terms. Each party shall limit the disclosure of the other party’s Confidential Information to those of its employees and contractors with a need to access such Confidential Information for a party’s exercise of its rights and obligations under these Terms, provided that all such employees and contractors are subject to binding disclosure and use restrictions at least as protective as those set forth herein. Each party’s obligations set forth in this Section 7 shall remain in effect during the term and three (3) years after termination of these Terms. The receiving party shall, at the disclosing party’s request or upon termination of these Terms, return all originals, copies, reproductions and summaries of Confidential Information and other tangible materials and devices provided to the receiving party as Confidential Information, or at the disclosing party’s option, certify destruction of the same.
7.2. REQUIRED DISCLOSURES. A party may disclose the disclosing party’s Confidential Information to a court or governmental body pursuant to a valid court order, law, subpoena or regulation, provided that the receiving party: (a) promptly notifies the disclosing party of such requirement as far in advance as possible to the extent advanced notice is lawful; and (b) provides reasonable assistance to the disclosing party in any lawful efforts by the disclosing party to resist or limit the disclosure of such Confidential Information.
7.3. EQUITABLE REMEDIES. The Digital Ventures and Customer agree that the receiving party’s disclosure of Confidential Information except as provided herein may result in irreparable injury for which a remedy in money damages may be inadequate. The parties further agree that in the event of such disclosure or threatened disclosure, the disclosing party may be entitled to seek an injunction to prevent the breach or threatened breach without the necessity of proving irreparable injury or the inadequacy of money damages, in addition to remedies otherwise available to the disclosing party at law or in equity.
8.1. DIGITAL VENTURES OBLIGATION. Subject to the exclusions set forth below, Digital Ventures shall: (i) defend Customer, its officers, directors and employees against any third party suit, claim, action or demand (each a “Claim”) to the extent alleging: (A) that the Subscription Service used in accordance with these Terms infringes any third party patent, copyright or trademark, or misappropriates any third party trade secret; or (B) that Digital Ventures personnel when onsite at Customer’s premises caused death, bodily harm or damage to tangible personal property due to their negligence or willful misconduct; and (ii) pay any court-ordered award of damages or settlement amount to the extent arising from any such Claims.
8.2. CUSTOMER OBLIGATION. Customer shall: (i) defend Digital Ventures, its officers, directors and employees against any Claim alleging that: (A) Customer Data, (B) Customer Technology or (C) a modification to the Subscription Service made to Customer’s specifications or otherwise made by or on behalf of Customer by any person other than Digital Ventures or a person acting at Digital Ventures’s direction (but only if the Claim would have been avoided by use of the unmodified Subscription Service), infringes any patent, copyright or trademark, misappropriates any third party trade secret, or violates any third party privacy rights; and (ii) pay any court ordered award of damages or settlement amount to the extent arising from such Claim.
8.3. PROCESS. All of the foregoing indemnity obligations of Digital Ventures and Customer are conditioned on the indemnified party notifying the indemnifying party promptly in writing of any actual or threatened Claim, the indemnified party giving the indemnifying party sole control of the defense thereof and any related settlement negotiations, and the indemnified party cooperating and, at the indemnifying party’s request and expense, assisting in such defense. SECTION 8 STATES EACH PARTY’S ENTIRE LIABILITY AND THE OTHER PARTY’S EXCLUSIVE REMEDY FOR THIRD PARTY CLAIMS AND ACTIONS.
9.1. LIMITATIONS OF LIABILITY. TO THE EXTENT PERMITTED BY LAW, THE TOTAL, CUMULATIVE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THESE TERMS OR THE PRODUCTS OR SERVICES PROVIDED HEREUNDER WHETHER BASED ON ANY LEGAL GROUNDS, SHALL BE LIMITED TO THE AMOUNTS PAID BY CUSTOMER FOR THE PRODUCTS OR SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO: (1) CUSTOMER’S OBLIGATION TO PAY FOR PRODUCTS, SERVICES OR TAXES; (2) A PARTY’S OBLIGATIONS IN SECTION 8 (INDEMNIFICATION); AND (3) INFRINGEMENT BY A PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS.
9.2. EXCLUSION OF DAMAGES. TO THE EXTENT PERMITTED BY LAW, NEITHER DIGITAL VENTURES NOR CUSTOMER SHALL BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR LOST PROFITS (WHETHER DIRECT OR INDIRECT) OR LOSS OF USE OR DATA, COVER, SUBSTITUTE GOODS OR SERVICES, OR FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGE TO BUSINESS, REPUTATION OR GOODWILL), OR INDIRECT DAMAGES OF ANY TYPE HOWEVER CAUSED, WHETHER BY BREACH OF WARRANTY, BREACH OF CONTRACT, IN TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE CAUSE OF ACTION EVEN IF SUCH PARTY HAS BEEN ADVISED OF SUCH DAMAGES IN ADVANCE OR IF SUCH DAMAGES WERE FORESEEABLE. THE FOREGOING EXCLUSIONS SHALL NOT APPLY TO: (1) PAYMENTS TO A THIRD PARTY ARISING FROM A PARTY’S OBLIGATIONS UNDER SECTION 7 (INDEMNIFICATION); AND (2) INFRINGEMENT BY A PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS.
9.3. GROSS NEGLIGENCE; WILFUL MISCONDUCT. AS PROVIDED BY LAW, NOTHING HEREIN SHALL BE INTENDED TO LIMIT A PARTY’S LIABILITY IN AN ACTION IN TORT (SEPARATE AND DISTINCT FROM A CAUSE OF ACTION FOR BREACH OF THESE TERMS) FOR THE PARTY’S GROSS NEGLIGENCE OR WILFUL MISCONDUCT.
10.1. PERIOD OF VALIDITY. The contractual relation between Digital Ventures and Customer becomes effective, valid and binding as of the moment of execution of the Order Form as per Аrt. 1.4 of these Terms and remain so until expiration of Subscription Term as described in Art. 10.2 below, unless preliminary terminated under some of the conditions of Art. 10.3. below or renewed as per Art. 10.4 below.
10.2. SUBSCRIPTION TERM. Subscription Term is 12 (twelve) calendar months and commences either i) on the date when at least one Production Domain is made active and publicly visible by the Customer or ii) at the end of the last day of the 6th month as of the moment of execution of the Order Form, whichever event occurs first.
10.3. BILLING TERM. For avoidance of any doubt, billing term of the Subscription fees starts running together with and whenever Subscription Term commences.
10.4. TERMINATION. The contractual relation between Digital Ventures and Customer continues until terminated under the conditions of these Terms. This contractual relation can be terminated based on the mutual consent of the Parties, expressed in written. Digital Ventures may terminate the contractual relation in its entirety either i) upon 30 (thirty) days prior written notice at any time during Subscription term or ii) with a written notice of immediate effect, in case Customer is in a material breach of any of these Terms, or of the Order Form. Customer may terminate the contractual relation with a written notice within the last 30 (thirty) days of each Subscription Term, as of the moment of expiration of such Subscription Term.
10.5. TERM EXPIRATION AND AUTOMATIC RENEWAL. Upon expiration of Subscription Term, the effect of these Terms and the Individual contract is automatically prolonged for a subsequent Subscription term, equal to the previous one, unless either of the parties addresses the other with a written notice for termination at least 30 (thirty) days before the expiration of the relevant Subscription term.
10.6. EFFECT OF TERMINATION OF SUBSCRIPTION SERVICE. Upon termination of the Subscription Service for any reason, Customer shall stop using, and Digital Ventures shall stop providing, the Subscription Service and all rights granted to Customer in these Terms shall terminate.
10.7. SURVIVAL. Sections 3.3 (Restrictions), 5.1 (Digital Ventures Ownership), 5.2 (Customer Ownership), 5.3 (Feedback) and 7, (Confidential Information) through 11 (General Provisions) of these Terms, together with any other provision required for their construction or enforcement, shall survive termination of the contractual relation between the Parties for any reason.
11.1. ASSIGNMENT. Neither Party may assign its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party.
11.2. NOTICEs. Except as otherwise provided herein, all notices shall be in writing and deemed given upon sending by email to the e-mail addresses for notice of the parties as set forth in the Order Form.
11.3. FORCE MAJEURE. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any term of these Terms (excluding Customer’s failure to pay amounts owed when due), when and to the extent such failure or delay is caused by or results from acts beyond the affected party’s reasonable control, including without limitation: strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), trespassing, sabotage, theft or other criminal acts, failure of energy sources or transport network, acts of God, export bans, sanctions and other government actions, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, explosions, collapse of building structures, fires, floods, storms, earthquakes, natural disasters or extreme adverse weather conditions (each a “Force Majeure Event”). The party suffering a Force Majeure Event shall use reasonable efforts to mitigate against the effects of such Force Majeure Event.
11.4. USE OF AGGREGATE DATA. Customer agrees that Digital Ventures may collect, use and disclose quantitative data derived from the use of the Subscription Service for industry analysis, benchmarking, analytics, marketing, and other business purposes. All data collected, used, and disclosed will be in aggregate form only and will not identify Customer or its users.
11.5. RELATIONSHIP OF THE PARTIES. Digital Ventures and Customer are independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture or agency relationship. Neither party shall have any right or authority to assume or create any obligation of any kind expressed or implied in the name of or on behalf of the other party.
11.6. GOVERNING LAW; JURISDICTION AND VENUE. These Terms and the whole contractual relation between the Digital Ventures and Customer shall be governed by the laws of Republic of Bulgaria, without regard to its conflict of laws principles. Digital Ventures and Customer irrevocably consent to the exclusive jurisdiction of, and venue in, any court of competent jurisdiction located in the city of Sofia, Republic of Bulgaria, for the purposes of adjudicating any dispute arising out of these Terms.
11.7. CONSTRUCTION. Products and services shall be provided in the English language unless agreed otherwise. The parties confirm that they have requested that these Terms and all related documents be drafted in English at the express wishes of the parties. Section headings are for convenience only and are not to be used in interpreting these Terms.
These Terms and Conditions have been approved and adopted by the CEO of Digital Ventures on February 14th, 2022
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