READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE DOWNLOADING, INSTALLING OR OTHERWISE USING THE DOITWISE SOFTWARE (“SOFTWARE”), WHICH IS LICENSED BY DOITWISE BULGARIA LTD. (“DOITWISE”). THE SOFTWARE IS AVAILABLE AT WWW.DOITWISE.COM (“SITE”) THROUGH DOWNLOADING. BY CLICKING THE “ACCEPT” BUTTON, YOU EITHER AS AN INDIVIDUAL USER OR ON BEHALF OF THE ENTITY THAT YOU REPRESENT, (“YOU” or “YOUR”) AGREE TO BE UNCONDITIONALLY BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER REPRESENT AND WARRANT THAT: (i) YOU ARE AT LEAST 18 YEARS OLD; AND (ii) IF YOU ARE ENTERING INTO THESE TERMS AND CONDITIONS ON BEHALF OF THE ENTITY THAT YOU REPRESENT, YOU HAVE FULL AUTHORITY TO BIND THE ENTITY TO THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO COMPLY WITH AND BE BOUND BY THESE TERMS AND CONDITIONS OR DO NOT HAVE AUTHORITY TO BIND SUCH ENTITY, PLEASE DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT OR ACCESS OR USE THE SOFTWARE OR ITS DOCUMENTATION. YOU HEREBY AGREE THAT ALL AND ANY COMMUNICATION AND DOCUMENTS BETWEEN YOU AND DOITWISE MAY BE EXCHANGED BY EMAIL, THROUGH DOITWISE’S WEBSITE OR BY OTHER ELECTRONIC MEANS. YOU HEREBY AGREE THAT DOITWISE WILL PROVIDE YOU A CONFIRMATION FOR THE CONCLUSION OF THE PRESENT AGREEMENT IN ELECTRONIC FORM ONLY AND AGREE TO NOT REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT NOT PROHIBITED UNDER APPLICABLE LAW.
SINCE THE SOFTWARE IS ACCESSIBLE FOR DOWNLOADING AS DIGITAL CONTENT WHICH IS NOT SUPPLIED ON A TANGIBLE MEDIUM BY DOWNLOADING THE SOFTWARE AND BY CLICKING THE “ACCEPT” BUTTON WHEN SUBMITTING THE PURCHASE ORDER, YOU AGREE WITH THE COMMENCEMENT OF THE PERFORMANCE OT THIS AGREEMENT AND ACKNOWLEDGE THAT IN THIS WAY YOU LOSE
YOUR RIGHT OF WITHDRAWAL UNDER BULGARIAN CONSUMER PROTECTION ACT, AS FAR AS IT APPLIES.
1. License Grant. DoITwise hereby grants to you, subject to the terms and conditions of this Agreement, and you hereby accept, a nonexclusive, perpetual, revocable, nonassignable, nontransferable license to use the Software in a machine-readable, object code form only, and the related documentation (“Documentation”), only as authorized under this Agreement, for your internal business use only. The Software may be used only on a single computer owned, leased, or otherwise controlled by you. You may reproduce one (1) copy of the Software and Documentation for backup or archival purposes in support of your use of the Software as permitted hereunder. Each copy of the Software and Documentation must contain DoITwise’s and its licensors’ proprietary rights and copyright notices in the same form as on the original. Neither concurrent use on two (2) or more computers nor use in a local area network or other network is permitted without separate authorization and the payment of additional license fees, if the paid version of the Software is licensed.
2. Trial Period. The Software and the Documentation are made available to you through downloading from the Site for free, for a trial period of thirty (30) days, solely for evaluation purposes, to allow you to determine whether to purchase the license for the Software. At the end of the applicable trial period, the trial license granted to you hereunder will expire and you will no longer be able to access the Software unless you purchase a license for the Software and pay the applicable license fees.
2.1. You may terminate this Agreement without any costs for you at any time during the use of the trial license. You agree and acknowledge that the trial license and the trial period automatically expire upon the submission of the Purchase Order by you and that they cannot be renewed. You also agree and acknowledge that the trial license and the trial period automatically expire upon the deletion of the Software from all hard drives, networks and other storage media and destruction of all copies of the Software and Documentation in your possession or under your control even if you delete and destruct the Software and Documentation copies before the expiry of the above thirty (30) days trial period.
2.2. The trial license for the Software is a one-time license. Upon the expiry of the trial license, you are not allowed to download, install or otherwise use the Software and Documentation before paying the applicable license fee. For any further download, installation or use of the Software and Documentation you shall pay the applicable license fee.
3. Right to Withdrawal. You may have the capacity of a consumer within the meaning of the Bulgarian Consumers Protection Act, if you are a natural person who is acting for purposes which are outside your trade, business, craft or profession and respectively you may be subject to the protection provided by the Bulgarian Consumer Protection Act, as far as applicable. You acknowledge that the Software and Documentation are a form of digital content and are not supplied on a tangible medium. By downloading the Software and by clicking the “ACCEPT” button when submitting your Purchase Order, you agree with the commencement of the performance of this Agreement and acknowledge that in this way you lose your right of withdrawal as a consumer, if applicable.
4. License Restrictions. Except as expressly permitted by this Agreement, you may not, and may not permit or aid others to: (i) distribute, rent, lease, market, sublicense, resell or otherwise transfer the Software or Documentation; (ii) use the Software for timesharing services, as a service bureau or otherwise to provide services to third parties (iii) reverse engineer, decompile or disassemble all or any portion of the Software; (iv) update, modify, reproduce, duplicate, copy, distribute or otherwise disseminate the Software, the Documentation or any part thereof; (v) extract source code from the object code of the Software; or (vi) destroy or otherwise remove any proprietary notices or labels on or embedded within the Software. You acknowledge and agree that the Software and the Documentation are proprietary products of DoITwise and/or its licensors and are protected under Bulgarian copyright law and any other applicable copyright laws. You further acknowledge and agree that all rights, title, and interest in and to the Software, including associated intellectual property rights, are and shall remain the property of DoITwise and/or its licensors. This Agreement does not convey to you an interest in or to the Software or the Documentation, but only a non-exclusive, revocable and limited right of use in accordance with the terms of this Agreement.
4.1. The license is granted per integration as described in details in Annex 1 ‘Software Specification’. In case you would like to use the Software to integrate it with the systems of more than one vendor or to integrated with more than one system, then you shall purchase a separate license for each integration.
5. Acceptance of the Terms and Conditions of the End-User License Agreement; Electronic Statements. Each time when you click the ‘ACCEPT’ button
concerning the acceptance of this Agreement or the ‘ORDER’ or ‘SUBMIT’ button at requesting specific license or service (as for example, when submitting a Purchase Order), as well as at any action performed by you and confirmed by you via the Site, you make an electronic statement within the meaning of the Bulgarian Electronic Document and Electronic Signature Act (EDESA). You also make an electronic statement within the meaning of the EDESA each time you send an electronic message via email to DoITwise or to its Distributors. With their recording on DoITwise’s or on its Distributors’ servers through a universally adopted standard for transformation by technical means making their reproduction possible, the electronic statements acquire the quality “electronic documents” within the meaning of the EDESA. DoITwise and its Distributors may store in log-files the data you provide during the submission of any order forms or other requests to DoITwise or its Distributors, as well as your IP address and any other information needed for your identification and for the reproduction of your electronic statements, in the event a legal dispute arises.
5.1. Each time you send a message via email to DoITwise or to its Distributors you shall provide at least the following details: your full name (when you act on your own behalf) or full name of the entity you represent and your full name (when you act on behalf of an entity); a registered address (as per your ID document/ as per the entity’s registration); a company (registration) number (if applicable), contact details (at least a valid email address and phone number). You hereby agree that when filling any order form on the Site, as well as when sending a message to DoITwise or its Distributors, you shall provide your full and true identification data and all other information required in the respective electronic forms, and shall notify DoITwise or its Distributors of any change of these data within a 7-day term. In cases where false data are presented to DoITwise or its Distributors, they are entitled to terminate and suspend immediately and without prior notification the provision of the services, including the granted licenses. In this case, the termination of the provision of the services shall be considered as an automatic termination of this Agreement.
5.2. You agree and acknowledge that the identification data you provide when you make an electronic statement to DoITwise or to its Distributors will be considered to identify you as author and titular of the respective electronic statement and that these data, which are logically connected to and received by DoITwise or its Distributors with such electronic statement, constitute an electronic signature within the meaning of Art. 13, para.1 of EDESA. You agree and acknowledge this electronic signature to be equal to a handwritten signature in your relations with
DoITwise and its Distributors. You also agree and acknowledge that the electronic messages sent to you by DoITwise via the Site or from the following email address: firstname.lastname@example.org or by its Distributors through the email addresses notified to you, are electronic statements and that the electronic data pertaining to the authorship of these statements, which are included therein and logically connected to them, identify DoITwise or the respective Distributor as their author and titular and constitute an electronic signature within the meaning of Art. 13, para.1 of EDESA. You agree and acknowledge this electronic signature to be equal to a handwritten signature in your relations with DoITwise and its Distributors.
5.3. For avoidance of any doubt, by submitting a Purchase Order and clicking on the check-box “I accept the End-User License Agreement for DoITwise Software” and on the virtual button “ACCEPT”, you perform an electronic statement and declare that you are acquainted with the Agreement, accepts its terms and conditions and undertake to observe it. The text of this Agreement is available on Internet on http://www.doitwise.com/license-agreement/ in a way which allows its storage and reproduction.
5.4. You can correct without any restriction the information you fill in the Purchase Order or other order forms before the performance of the statement under the preceding paragraphs, i.e. before submitting it to DoITwise or to its Distributors by clicking on the respective virtual button or sending the respective message via email.
5.5. It is strictly prohibited to act on behalf of an entity without the necessary legal powers and authorizations. In case a person acts as a representative of a company or an entity without actually possessing representative powers, this person owes compensation for all damages caused to the respective company or entity, to DoITwise and its Distributors and to any other third party as a result of the actions committed by the person with no representative powers.
6. Distributors. You may purchase license to use the Software and the support and maintenance services subject to this Agreement directly from DoITwise or from its Distributors. Distributors are persons entitled by DoITwise to act on DoITwise’s behalf with respect to the sale of the DoITwise licenses and services. Distributors are entitled to: (1) conclude on DoITwise’s behalf with you this Agreement; and (2) to collect the applicable license and support fees. Full and exhaustive list of the Distributors is available on the Site www.doitwise.com . Only persons explicitly listed as Distributors on the Site are entitled to act as such.
6.1. You hereby agree and acknowledge that in case where you purchase from a Distributor the license for the Software and/or support and maintenance services under this Agreement, the Agreement is concluded between you and DoITwise and that Distributor acts on DoITwise’s behalf. All licenses and support and maintenance services under this Agreement are granted, respectively provided, by DoITwise, regardless whether you have paid the license and support fees to DoITwise or to a Distributor, and in this respect responsible for the proper performance of this Agreement is only DoITwise.
7. Submissions. You hereby agree that DoITwise shall not be bound by any confidentiality obligations with respect to any information, feedback, data, questions, comments, suggestions or other material or information (including, without limitation, ideas, concepts or techniques for new or improved services and products) sent or submitted by you through the Site (“Submissions”), and you hereby grant to DoITwise and its assignees a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license for such Submissions, together with the right to sublicense, use, copy, transmit, distribute, create derivative works of, display and perform the same.
8. License and Support Fees. The license granted under this Agreement is subject to your compliance with the terms of this Agreement and the timely payment of any applicable license fees, as set forth in the Purchase Order form provided to you by DoITwise or its Distributors or in the price list on the Site, or as otherwise agreed in writing between you and DoITwise or its Distributors. You agree and acknowledge that the license fee does not cover the support and maintenance of the Software as described in this Agreement.
8.1. The support fee amounts to 20% of the applicable license.
8.2. Payments of the due license and/or support fees must be made within sixty (60) days of the date of the submission of the respective Purchase Order by you. Any and all payments made to DoITwise or to its Distributors pursuant to, or under, this Agreement are non-refundable.
8.3. Applicable value added tax, or a similar tax, may be added to the license and support fees, and shall be paid by you.
8.4. All payments shall be executed in accordance with the payment instructions specified on the Site and/or in the Purchase Order form provided to you by DoITwise or its Distributors.
9. Term and Termination. This Agreement shall become effective upon your downloading of the Software and shall continue until terminated as permitted herein.
9.1. You may terminate this Agreement at any time during the trial period by promptly notifying DoITwise and by removing the Software from all hard drives, networks and other storage media and destroying all copies of the Software and Documentation in your possession or under your control. Upon the expiry of the trial period the Agreement shall be considered automatically terminated, unless you have meanwhile submitted respective Purchase Order. In addition, during the trial period DoITwise shall be also entitled to terminate the Agreement at any time upon notice to you.
9.2. This Agreement shall be terminated: (1) at the date of termination or death of any of either party; (2) upon mutual agreement between the parties; (3) in other cases stipulated by the applicable law.
9.3. Besides the cases stipulated in the present Agreement each party may rescind the Agreement by sending a 7-day notification to the other party in case of essential or systematical non-performance of the obligations under this Agreement.
9.4. Upon termination or rescission of the Agreement, you agree to immediately cease the use of the Software and Documentation, to remove the Software from all hard drives, networks and other storage media, to destroy all copies of the Software and Documentation in your possession or under your control, and, at DoITwise’s request, to certify in writing that you have done so.
10. Support and Maintenance. Support and maintenance are an optional service which is not included in the license and is subject to payment of an additional support fee. Subject to your payment of the support fees set forth in this Agreement, DoITwise shall provide the support and maintenance services as contemplated below:
10.1. DoITwise will make commercially reasonable efforts to respond to support requests by email or telephone within one (1) business day of receipt of such requests. Support requests must be submitted by email or telephone by you or your authorized representative. DoITwise provides such support services Monday through Friday between the hours of 9:00 am. 5:00 pm IDT.
10.2. DoITwise may from time to time make bug fixes, corrections and revisions of the version of the Software licensed to you hereunder (“Updates”) available to you under the maintenance and support terms. For clarity, Updates do not include new
versions or releases of the Software (“Upgrades”), which may be provided by DoITwise subject to payment of the additional license fees set forth in the price list on the Site.
10.3. Support and maintenance services shall be provided for the term of 1 (one) year as of the date of the submission of respective Purchase Order.
11. Warranty Disclaimer. THE SOFTWARE IS LICENSED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND DOITWISE, ITS DISTRIBUTORS AND ITS LICENSORS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT OF THIRD-PARTY’S RIGHTS. DOITWISE MAKE NO WARRANTY THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.
12. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN NO EVENT WILL DOITWISE OR ANY OF ITS DISTRIBUTORS OR ANY OF ITS LICENSORS BE LIABLE FOR ANY INDIRECT, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, OR ANY LOST PROFITS, LOST REVENUE OR LOST DATA, INCURRED BY YOU OR OTHERS ARISING OUT OF OR RELATED TO THIS AGREEMENT, AND/OR THE SOFTWARE OR DOCUMENTATION, FOR ALL CAUSES OF ACTION OF ANY KIND (INCLUDING TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY AND BREACH OF WARRANTY), EVEN IF DOITWISE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. YOU HEREBY AGREE THAT THE USE OF THE SOFTWARE AND DOCUMENTATION WILL BE ENTIRELY AT YOUR RISK AND LIABILITY. THE ABOVE LIMITATIONS OF LIABILITY SHALL NOT APPLY TO DAMAGE CAUSED INTENTIONALLY OR BY GROSS NEGLIGENCE BY DOITWISE OR ITS LICENSORS.
12.1. IN NO EVENT WILL DOITWISE’S OR ITS DISTRIBUTORS’ TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY AND BREACH OF WARRANTY, EXCEED THE AMOUNTS, IF ANY, PAID BY YOU IN ACCORDANCE WITH THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE FILING OF THE APPLICABLE CLAIM.
13. Governing Law and Jurisdiction. This Agreement shall be construed and governed in accordance with the laws of the Republic of Bulgaria. The United Nations Convention on Contracts for the International Sales of Goods shall not apply to this Agreement.
13.1. The parties agree to use their best reasonable efforts to resolve any dispute arising out of or in connection with this Agreement, including any issues regarding its existence, validity or termination. The Parties agree that disputes arising out of this agreement will be under the jurisdiction of the competent courts of Sofia, Bulgaria.
14. Costs of Litigation. If any action is brought by either party to this Agreement against the other party regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorney’s fees and litigation costs.
15. Entire Agreement. This Agreement sets forth the entire understanding and agreement between you and DoITwise, and supersedes all prior agreements, whether written or oral, with respect to the Software and Documentation, and may be amended only in writing signed by both parties.
16. Severability. Should any provision of this Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the other provisions
17. No Waiver. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party with respect to subsequent enforcement of rights or subsequent actions in the event of future breaches.
18. Indemnification. You shall indemnify and hold DoITwise and its Distributors harmless from any loss and liability that they may incur, including costs, claims, demands or judgments, arising out of any breach of your obligations pursuant to the terms of this Agreement.
19. Personal Data. DoITwise and its Distributors shall be entitled to collect, to process and to use information about you. The information by which you can be identified may include name, entity’s name and registration data, email address, IP addresses and any other information provided by you voluntarily to DoITwise or its Distributors. The information shall also include any other information entered, used or provided by you when downloading and using the Software and the services or,
respectively, any other information which becomes accessible to DoITwise or its Distributors as a result of your participation in promotions, questionnaire forms, inquiries, etc. With the acceptance of this Agreement you shall be considered informed and explicitly agree that DoITwise and its Distributors may process the information specified above. In cases when you provide information about third parties you shall guarantee that you have obtained all necessary consents and that you are entitled to provide this information to DoITwise and its Distributors in order to be processed by them as stipulated in this Agreement.
19.1. DoITwise shall take the due care and be responsible for the protection of your information that has come to DoITwise’s knowledge in connection with the provision of the licenses and services save for the cases of force majeure, incidental events or third-party malicious acts.
19.2. In the order forms (including the Purchase Order) DoITwise and its Distributors shall designate the mandatory or voluntary character of data provision and the consequences of refusing to provide them. The provision of data indicated as mandatory is a condition for obtaining a license and/or using the services and any failure to provide them represents an obstacle for the successful execution of the respective license or service.
19.3. By expressing your consent with this Agreement you agree to have your information processed under the procedure herein provided for. DoITwise and its Distributors shall process and store information regarding you over the entire period of validity of this Agreement and after termination of the Agreement, under terms and conditions set in accordance with the provisions of the applicable legislation.
19.4. DoITwise and its Distributors shall collect and use the information under Art. 20 above for the purpose of granting the licenses and providing the services, for ensuring your identification, for reproducing and proving your electronic statements in the event of a legal dispute, for meeting their obligations provided by law, for realization and protection of their rights and interests protected by law, for other purposes explicitly provided for in this Agreement, as well as for statistical purposes.
19.5. By accepting this Agreement you hereby agree to have your personal data processed for the purposes of direct marketing and more particularly, for the purposes of offering new goods and/or services of DoITwise or third parties and for promotions, questionnaire forms, inquiries and other similar.
19.6. By accepting this Agreement you acknowledge that you are familiar with the rights granted to the individuals by the Bulgarian Personal Data Protection Act with respect to their personal data. In particular, these rights include:
1. the right of access to your personal data processed by DoITwise or its Distributors;
2. the right to correct and update your personal data processed by DoITwise or its Distributors;
3. the right to request deletion, correction or blocking of your personal data, the processing of which does not meet the requirements of the applicable legislation;
4. the right to request from DoITwise or its Distributors to notify the third parties to whom they have disclosed your personal data for any deletion, correction or blocking of such data, save for the cases where this is impossible or involves excessive efforts for DoITwise or its Distributors;
5. the right to object at any time against the processing of your personal data for the purposes of direct marketing; and
6. the right to be notified before your personal data are disclosed for the first time to third parties or used on their behalf for the purposes of direct marketing, and to be provided with the opportunity to object against such disclosure or use.
19.7. DoITwise undertakes not to disclose any personal data and not to provide the collected personal data to third parties – state authorities, companies, natural persons, etc., save for the cases where:
1. it is provided for in this Agreement or DoITwise has otherwise obtained your explicit consent;
2. it is necessary to meet a statutory obligation of DoITwise or its Distributors;
3. the information is requested by state authorities, court or officials who, according to the applicable legislation, are authorized to request and collect such information in compliance with the procedures established by the law;
4. disclosure of personal data by DoITwise is necessary for the protection of the rights and legal interests of DoITwise or its Distributors;
5. the information is provided to subcontractors of DoITwise or its Distributors for activities of administration of the Software or the services;
6. other cases specified in this Agreement or by law.
20. Written form. The written form shall be considered accomplished with sending an e-mail, clicking on a virtual button in web page, clicking on a check-box
in the Site or others similar, as far as the statement is technically stored in a way that allows it to be reproduced.
21. Definitions. For the purposes of this Agreement, the terms and the phrases listed below shall have the following meaning:
21.1. Software is a computer program which could be used to read data from other computer programs (software products) and to allow the transferring of the data to another computer program (software product). A more detail description of the functionalities and features of the Software is provided in Annex 1 ‘Software Specifications’ which is an integral and inseparable part of this Agreement.
21.2. DoITwise is DO IT WISE BULGARIA LTD, a limited liability company, duly incorporated and existing under the laws of Republic of Bulgaria, registered under EIK (unified identification code) 202693021 with the Commercial Register at the Registry Agency, VAT number: BG202693021, with seat and registered address in Bulgaria, Sofia 1729, Mladost Region, Mladost 1A Residential Area, block 505A, entr. 2, fl. 3, tel.: +359 (87) 6566433 email: email@example.com