Terms of Service

1.1. Subject to the terms and conditions of EUSA Eviden grants solely for use by the entity of record in Eviden's business records a non-exclusive, non-transferable right to use the Program solely for its own internal business purposes consistent with its specifications.

1.2. All proprietary rights and trade secrets in the Program, and all copies (in whole or part) shall be the exclusive property of Eviden and they are protected by law and international treaty provisions. Receiver shall have no right, title, or interest therein except for the rights expressly granted under EUSA.

1.3. EUSA may not be assigned or otherwise transferred or used for the benefit of third parties without the prior written consent of Eviden.

1.4. Receiver may not use, copy, alter, merge, adapt, modify, rent, or lease the Program or any copy thereof, in whole or in part, except as expressly provided in EUSA or under applicable statutes. Except to the extent applicable statutory law specifically prohibits such restrictions, Receiver shall not reverse engineer or decompile the Program for any reason. Neither shall Receiver nor its personnel who have access to the Program may use the Programs to design software with similar or competitive functionality for distribution to third parties.

2.1. In order to use the Program, the Receiver shall pay remuneration to Eviden for Integration of AMEP. After conducting a successful Integration, the Receiver will pay monthly the applicable Subscription fees for the Programs as set out in the applicable invoice. Unless otherwise agreed in EUSA, the Initial Subscription Term shall commence after the first payment and shall be for a period of time, which will not be more than 12 (twelve) months. The calculation of the Subscription fees for Eviden will start from the execution date of the EUSA and may not be less than 12 (twelve) months. After the expiration of the Initial Subscription term the use of the Program shall be automatically extended for additional 12 (twelve) months- Renewal Term unless the EUSA is terminated by one of the parties. Upon timely payment of the applicable Subscription fees, Eviden will enable the Program and Receiver may use the Programs as set out herein.

2.2. The Subscription fees are calculated according to the volume, specified in the Usage Policy Limitations agreed upon in EUSA. At any time the Receiver may request the use of the Program by an increased number of users. If Eviden makes available to Receiver more volume than the relevant calendar month and shall take effect from the 1st day of the following calendar month. No reduction in the number of Users already subscribed shall be permitted except in the event of an internal restructuring of the Receiver, of which the latter shall notify Eviden within six month before the restructuring date and provide Eviden the minimum realizable being 100 Users.

EVIDEN will provide at the end of each month a report from the AMEP platform with information on the number of active users in that month. In the relationship between the parties, these reports will be considered as irrefutable proof of the number of users registered within month. Before the restructuring mentioned being the minimum realizable of 100 Users.

2.3. At any time the Receiver may request the use of Additional Modules of the Program. The commencement of the use of the Additional Modules shall be agreed between the parties by a further written agreement. The end of use of the Additional Modules shall coincide with the end of the Initial Subscription Term or the end of any Renewal Term. Receiver shall pay fees for the use of the Additional Program Modules in accordance with the additional written agreement. The number of Users of the Additional Modules may not match the number of Users of the Initial Subscription, or the number of Users increased pursuant to clause 2.2. respectively.

2.4. The Annual Subscription Fees set out in EUSA shall apply until the end of the Initial Subscription Term. In the event a Renewal Term becomes effective, the Annual Subscription Fees may be increased. In the event of an increase in the Annual Subscription Fees, EVIDEN will send the Receiver notice of the new prices no later than 6 months prior to the end of the Initial Subscription Term. If the Receiver does not agree to the increase, the Receiver has the right to terminate.

3.1. The Program contains certain information that is confidential and of substantial value to Eviden. Except as expressly permitted herein, Receiver shall not use or disclose said confidential information, or cause it to be disclosed, to any third party.

3.2. No benchmark results nor results of any functional testing or evaluation of the Program shall be disclosed to any third party or used for any purpose other than to facilitate Receiver's internal use of the Program.

6.1. Eviden shall indemnify the Receiver for any claim, demand or cause of action by a third party ("Demand") to the extent that it is based upon a claim that the Programs infringe any patent, trademark, or copyright, or that the Programs misappropriate any trade secret of any third party within the country where the Program is used. The foregoing indemnification is conditioned on the Receiver notifying Eviden promptly in writing of such Demand, Receiver giving Eviden sole control of the defense thereof (and any negotiations for settlement or compromise thereof), and Receiver cooperating in the defense thereof at Eviden's request and expense, provided that the Receiver may, at its own expense, assist in such defense if it so chooses. Eviden, at its sole option and expense may: a) procure for the Receiver the right to continue using the Programs; or b)substitute a non-infringing version of the Programs so that the Programs become non-infringing and still conform to the applicable specifications; and the Receiver shall immediately return the Programs to Eviden. The Receiver shall not incur any costs or expenses on behalf of Eviden under or pursuant to this Section without Eviden's prior written consent.

6.2. Eviden shall have no liability to the Receiver for any Demand by a third party alleging infringement or misappropriation based upon (a) any use of the Programs in a manner other than as permitted in EUSA; or (b) any use of the Programs in combination with any product not provided by Eviden, to the extent that such Demand is directed against the combination. The foregoing states the entire liability of the parties and licensee's sole and exclusive remedy for such demands.

8.1. The Program is subject to laws and regulations of Bulgaria and the European Union.

8.2. If one or more provisions of these GTC are held to be illegal or unenforceable under applicable law, such illegal or unenforceable provision(s) shall be limited or excluded from GTC to the minimum extent required so that these GTC shall otherwise remain in full force and effect and enforceable in accordance with its terms.

8.3. The Receiver may have executed a separate EUSA with Eviden for the use of Eviden Products. In case of any conflict between such separate agreement and these GTC, the terms of the separate agreement prevail.