END USER LICENSE AGREEMENT (EULA)

AINETBUSINESS Software - SaaS Platform

(c) 2023 AINETBUSINESS - CONNEXT EOOD - All Rights Reserved

Dunav 35, Sofia Center, 1000 Sofia, Bulgaria

info@connext-world.com

 

Version 1.0 - Effective Date: upon first access to the Software

 

IMPORTANT NOTICE - READ CAREFULLY BEFORE USING THIS SOFTWARE.

 

This End User License Agreement ("Agreement" or "EULA") is a legally binding contract between you, either as a natural person or as a duly authorized representative of a legal entity (in either case, "Licensee"), and CONNEXT EOOD, a limited liability company incorporated under the laws of the Republic of Bulgaria, with registered office at Dunav 35, Sofia Center, 1000 Sofia, Bulgaria, registered in the Bulgarian Commercial Register, trading under the brand name AINETBUSINESS ("Licensor").

 

This Agreement governs your access to and use of the AINETBUSINESS software-as-a-service platform, including all its modules, APIs, interfaces, associated media, documentation, updates, upgrades, patches, bug fixes, and supplemental services made available by the Licensor from time to time (collectively, the "Software").

 

BY CLICKING "I AGREE", BY REGISTERING FOR AN ACCOUNT, BY ACCESSING THE SOFTWARE THROUGH ANY INTERFACE, OR BY OTHERWISE USING THE SOFTWARE IN ANY WAY, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, AS WELL AS BY THE LICENSOR'S PRIVACY POLICY AND ANY OTHER POLICIES INCORPORATED HEREIN BY REFERENCE.

 

IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST NOT ACCESS OR USE THE SOFTWARE IN ANY MANNER. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY TO THESE TERMS.

 

This Agreement applies to all users of the Software, including Licensees who access the Software directly and those who access it through an authorized Distributor or reseller. Where the Licensee is a Distributor, additional obligations set forth in Article 15 shall apply.

 

ARTICLE 1 - DEFINITIONS

 

For the purposes of this Agreement, the following terms shall have the meanings set out below. Terms defined in the singular shall include the plural and vice versa where the context so requires.

 

1.1 "Software" means the AINETBUSINESS SaaS platform in its entirety, including all its modules, features, sub-systems, user interfaces, application programming interfaces (APIs), data models, algorithms, and any associated documentation, whether in printed, electronic, or online form, as made available by the Licensor from time to time, together with all updates, upgrades, new versions, and enhancements thereto.

 

1.2 "Licensor" means CONNEXT EOOD, the exclusive owner, developer, and operator of the Software, including its successors and permitted assigns.

 

1.3 "Licensee" means any individual or legal entity that has accepted this Agreement and is thereby granted a Subscription to access and use the Software, whether directly or through an authorized Distributor.

 

1.4 "Distributor" means any company or individual authorized in writing by the Licensor to market, resell, or sublicense access to the Software to end users or other distributors, subject to the terms of a separate distribution or reseller agreement with the Licensor.

 

1.5 "End User" means any natural person who accesses the Software through the Licensee's or Distributor's account, whether or not such person has individually accepted the terms of this Agreement.

 

1.6 "Subscription" means the time-limited, non-exclusive, non-transferable right to access and use the Software granted by the Licensor pursuant to this Agreement, for the duration and scope defined at the time of purchase or as otherwise agreed in writing.

 

1.7 "Subscription Term" means the period during which the Licensee is authorized to use the Software under an active Subscription, commencing on the date of account activation and ending upon expiration, non-renewal, or earlier termination in accordance with this Agreement.

 

1.8 "User Data" means all data, content, information, files, records, and materials of any kind that the Licensee or any End User uploads, submits, stores, transmits, or otherwise processes through the Software.

 

1.9 "Intellectual Property Rights" means all patents, utility models, trademarks, service marks, trade names, copyrights, database rights, design rights, trade secrets, know-how, and any other intellectual or industrial property rights, whether registered or unregistered, and including all applications for and renewals or extensions of such rights.

 

1.10 "Confidential Information" means any information disclosed by one party to the other, whether orally, in writing, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. The Software, its architecture, source code, algorithms, pricing, and all technical documentation shall constitute the Licensor's Confidential Information.

 

1.11 "Personal Data" means any information relating to an identified or identifiable natural person as defined under Regulation (EU) 2016/679 (GDPR) or any equivalent applicable data protection legislation.

 

1.12 "Permitted Use" means access to and use of the Software strictly in accordance with this Agreement, the applicable Subscription plan, and all instructions and guidelines provided by the Licensor.

 

1.13 "Third-Party Services" means any software, platforms, APIs, or services provided by parties other than the Licensor that may be integrated with or accessed through the Software.

 

ARTICLE 2 - GRANT OF LICENSE

 

2.1 Subject to the terms and conditions of this Agreement, the payment of applicable fees (if any), and the Licensee's continued compliance with all obligations set forth herein, the Licensor hereby grants the Licensee a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Software during the Subscription Term solely for the Licensee's own internal business purposes and in accordance with the Permitted Use.

 

2.2 The license granted under this Agreement is strictly limited to the features, modules, and usage quotas included in the applicable Subscription plan. Any use beyond the scope of the Subscription plan shall require prior written authorization from the Licensor and may be subject to additional fees.

 

2.3 The Licensor reserves the right to impose reasonable technical limitations on the Licensee's use of the Software, including limitations on the number of users, data storage, API calls, and processing capacity, as specified in the applicable Subscription plan.

 

2.4 Where the Licensee is a Distributor, the license granted hereunder authorizes the Distributor solely to market and resell access to the Software to end users, subject to the additional terms set forth in Article 15. The Distributor may not grant end users any rights greater than those granted to the Distributor under this Agreement.

 

2.5 Nothing in this Agreement shall be construed to grant the Licensee any right, title, or interest in or to the Software, or any component thereof, beyond the limited license expressly set forth herein.

 

ARTICLE 3 - INTELLECTUAL PROPERTY RIGHTS

 

3.1 The Software and all copies thereof, including all Intellectual Property Rights subsisting therein, are and shall at all times remain the exclusive property of the Licensor. This Agreement does not convey to the Licensee any ownership interest in the Software or in any Intellectual Property Rights associated therewith.

 

3.2 The Licensor reserves all rights not expressly granted to the Licensee under this Agreement. No implied licenses are granted. Any use of the Software not expressly authorized herein requires the prior written consent of the Licensor.

 

3.3 The name "AINETBUSINESS", the CONNEXT EOOD trade name, all associated logos, trademarks, service marks, and trade dress are the exclusive property of the Licensor. The Licensee acquires no rights in such marks by virtue of this Agreement and may not use them without the prior express written authorization of the Licensor.

 

3.4 The Licensee acknowledges that the Software incorporates proprietary algorithms, data structures, methodologies, and know-how developed by the Licensor at substantial investment of time and resources, and that any unauthorized use or disclosure thereof would cause irreparable harm to the Licensor.

 

3.5 If the Licensee provides feedback, suggestions, ideas, or recommendations regarding the Software ("Feedback"), the Licensee hereby irrevocably assigns to the Licensor all Intellectual Property Rights in and to such Feedback, and the Licensor may use, disclose, reproduce, and commercialize such Feedback without restriction and without any obligation to the Licensee.

 

3.6 The Licensee shall promptly notify the Licensor upon becoming aware of any actual or suspected infringement of the Licensor's Intellectual Property Rights by any third party.

 

ARTICLE 4 - RESTRICTIONS ON USE

 

4.1 The Licensee agrees not to, and shall ensure that its End Users do not:

 

(a) use the Software for any purpose that is unlawful, fraudulent, deceptive, abusive, or in violation of any applicable local, national, or international law or regulation;

(b) attempt to gain unauthorized access to any part of the Software, its underlying systems, servers, databases, or any connected infrastructure;

(c) access the Software using automated means, including bots, scrapers, spiders, crawlers, or similar tools, except where expressly permitted in writing by the Licensor;

(d) reverse engineer, decompile, disassemble, decrypt, or otherwise attempt to derive the source code, underlying ideas, algorithms, or structure of the Software, except to the extent expressly permitted by applicable mandatory law;

(e) copy, reproduce, modify, adapt, translate, or create derivative works of or based on the Software or any part thereof;

(f) sublicense, rent, lease, lend, sell, transfer, assign, or otherwise make the Software available to any third party, except as expressly authorized under Article 2 or Article 15;

(g) remove, alter, obscure, or circumvent any proprietary notices, labels, marks, digital rights management mechanisms, or security features incorporated in or accompanying the Software;

(h) use the Software to store, transmit, or distribute any content that is defamatory, obscene, infringing of third-party rights, or otherwise unlawful;

(i) use the Software to send unsolicited communications, spam, or any content designed to deceive or defraud recipients;

(j) introduce, knowingly or negligently, any viruses, malware, ransomware, trojan horses, worms, or other harmful or disruptive code or material into the Software or any system connected thereto;

(k) use the Software in any manner that impairs, overloads, damages, or disrupts the Software or the Licensor's infrastructure, or that interferes with any other user's access to the Software;

(l) use the Software to develop or assist in the development of any competing product or service;

(m) permit any third party to access or use the Licensee's account credentials;

(n) use the Software to process data in violation of applicable data protection laws, including the GDPR;

(o) benchmark, test, or evaluate the Software for purposes of publishing comparative analyses without the prior written consent of the Licensor.

 

4.2 The Licensee is fully responsible for all activities conducted through its account, including activities carried out by End Users. The Licensee shall implement appropriate controls to ensure that End Users comply with this Agreement.

 

4.3 The Licensor reserves the right, without liability and without prejudice to any other remedies, to suspend or restrict the Licensee's access to the Software if the Licensor reasonably believes that a violation of this Article has occurred or is occurring.

 

ARTICLE 5 - ACCOUNT REGISTRATION AND SECURITY

 

5.1 In order to access the Software, the Licensee may be required to create an account by providing accurate, current, and complete information as prompted during the registration process. The Licensee agrees to maintain and promptly update its account information to keep it accurate and complete at all times.

 

5.2 The Licensee is solely responsible for maintaining the confidentiality and security of its account credentials, including usernames and passwords. The Licensee agrees not to share its credentials with any unauthorized person and to take all reasonable measures to prevent unauthorized access to its account.

 

5.3 The Licensee shall notify the Licensor immediately upon becoming aware of any actual or suspected unauthorized access to or use of its account. The Licensor shall not be liable for any loss or damage arising from the Licensee's failure to maintain the security of its account credentials.

 

5.4 The Licensor reserves the right to suspend or terminate any account that it reasonably suspects has been compromised, used fraudulently, or used in violation of this Agreement, without prior notice and without liability.

 

5.5 The Licensor may, at its sole discretion, impose requirements for password strength, two-factor authentication, or other security measures, and the Licensee agrees to comply with any such requirements.

 

ARTICLE 6 - AVAILABILITY AND MAINTENANCE

 

6.1 The Licensor shall use commercially reasonable efforts to make the Software available to the Licensee during the Subscription Term. However, the Licensor does not guarantee any specific level of uptime, availability, or performance, and the Licensee acknowledges that the Software may be unavailable from time to time due to scheduled or unscheduled maintenance, technical failures, or circumstances beyond the Licensor's reasonable control.

 

6.2 The Licensor reserves the right to perform scheduled maintenance on the Software at any time. The Licensor will endeavor to perform such maintenance during off-peak hours and to provide reasonable advance notice where practicable, but is not obligated to do so.

 

6.3 The Licensor reserves the right to modify, update, enhance, or reconfigure the Software at any time, including by adding, modifying, or removing features, without prior notice to the Licensee. The Licensor shall not be liable for any inconvenience, loss, or damage resulting from such changes.

 

6.4 The Licensor reserves the right to suspend access to the Software, in whole or in part, at any time and without prior notice, for any reason, including but not limited to security threats, abuse, legal compliance requirements, or operational necessity.

 

6.5 The Licensor does not provide any warranty regarding the compatibility of the Software with any particular hardware, operating system, browser, or third-party software chosen by the Licensee. The Licensee is solely responsible for ensuring that its technical environment is compatible with the Software's minimum requirements as published by the Licensor.

 

ARTICLE 7 - DISCLAIMER OF WARRANTIES

 

THE SOFTWARE IS PROVIDED "AS IS", "AS AVAILABLE", AND "WITH ALL FAULTS", WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

 

7.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS, INCLUDING BUT NOT LIMITED TO:

 

(a) implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, and non-infringement;

(b) any warranty that the Software will meet the Licensee's requirements or expectations;

(c) any warranty that the Software will be uninterrupted, timely, secure, or error-free;

(d) any warranty regarding the accuracy, reliability, completeness, or currency of any information or output generated by the Software;

(e) any warranty that defects or errors in the Software will be corrected;

(f) any warranty arising from course of dealing, usage, or trade practice.

 

7.2 No oral or written information or advice given by the Licensor or any of its authorized representatives shall create a warranty. The Licensee may not rely on any statement, representation, or promise not expressly set forth in this Agreement.

 

7.3 The Licensor does not warrant that the Software is free from vulnerabilities or that it will withstand all possible forms of attack or intrusion. The Licensee is responsible for implementing adequate security measures on its own systems and for backing up its User Data.

 

7.4 Some jurisdictions do not allow the exclusion of implied warranties; in such cases, the foregoing exclusions shall apply to the maximum extent permitted by applicable law.

 

ARTICLE 8 - LIMITATION OF LIABILITY

 

8.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE LICENSOR, ITS PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE TO THE LICENSEE OR TO ANY THIRD PARTY FOR ANY OF THE FOLLOWING, WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY:

 

(a) any indirect, incidental, special, consequential, exemplary, or punitive damages of any nature;

(b) loss of revenue, profits, anticipated savings, or business opportunities;

(c) loss of or damage to data, User Data, or databases;

(d) loss of goodwill, reputation, or business relationships;

(e) business interruption, system failure, or inability to access the Software;

(f) cost of procurement of substitute goods, services, or technology;

(g) unauthorized access to, alteration of, or destruction of the Licensee's transmissions or data;

(h) any damages arising from the Licensee's reliance on the output, reports, or recommendations generated by the Software;

(i) any damages arising from Third-Party Services or from the integration of the Software with third-party systems;

(j) any damages resulting from acts or omissions of third parties, including other users of the Software.

 

8.2 The foregoing limitations shall apply regardless of whether the Licensor has been advised of the possibility of such damages, and regardless of the failure of any essential purpose of any limited remedy provided herein.

 

8.3 In any event, the Licensor's total aggregate liability to the Licensee for all claims arising under or in connection with this Agreement, regardless of the form or basis of the claim, shall not exceed the total amounts actually paid by the Licensee to the Licensor during the three (3) calendar months immediately preceding the event or circumstances giving rise to the first claim.

 

8.4 The Licensee acknowledges that the Software is provided at a subscription fee that reflects the allocation of risk set forth in this Agreement, and that the Licensor would not have entered into this Agreement without the limitations of liability set forth herein. The parties agree that these limitations represent a fair and reasonable allocation of risk.

 

8.5 Some jurisdictions do not allow the exclusion or limitation of certain categories of damages; in such cases, the foregoing limitations shall apply to the maximum extent permitted by applicable law.

 

ARTICLE 9 - INDEMNIFICATION

 

9.1 The Licensee agrees to indemnify, defend, and hold harmless the Licensor and its parent companies, subsidiaries, affiliates, officers, directors, shareholders, employees, agents, and successors (collectively, "Indemnified Parties") from and against any and all third-party claims, demands, suits, proceedings, liabilities, obligations, losses, damages, fines, penalties, costs, and expenses, including reasonable attorneys' fees and court costs (collectively, "Claims"), arising out of or in connection with:

 

(a) the Licensee's access to or use of the Software, including any use by End Users;

(b) any breach or alleged breach of any representation, warranty, covenant, or obligation of the Licensee under this Agreement;

(c) any violation of applicable laws or regulations by the Licensee or its End Users;

(d) any infringement or alleged infringement of any third-party Intellectual Property Rights caused by the Licensee's use of the Software in combination with materials, data, or systems not provided by the Licensor;

(e) any claim brought by End Users arising from the Licensee's or Distributor's acts or omissions;

(f) any User Data uploaded, submitted, or processed by the Licensee through the Software;

(g) any claim by a Distributor's customers or sub-distributors relating to the Software or its use.

 

9.2 The Licensor reserves the right, at the Licensee's expense, to assume exclusive control over the defense of any matter subject to indemnification under this Agreement, in which case the Licensee agrees to cooperate fully with the Licensor in asserting any available defenses.

 

9.3 The Licensee may not settle any Claim that imposes any obligation, restriction, or liability on the Licensor without the Licensor's prior written consent.

 

ARTICLE 10 - USER DATA

 

10.1 As between the Licensor and the Licensee, the Licensee retains all ownership rights in and to the User Data. The Licensee hereby grants the Licensor a limited, worldwide, non-exclusive, royalty-free license to process, store, transmit, and display User Data solely to the extent necessary to provide the Software and perform its obligations under this Agreement.

 

10.2 The Licensee represents and warrants that: (i) it has all necessary rights, consents, and permissions to upload, submit, and process User Data through the Software; (ii) User Data does not infringe any third-party Intellectual Property Rights; and (iii) the Licensee's collection, use, and transmission of User Data complies with all applicable laws and regulations.

 

10.3 The Licensor shall implement reasonable technical and organizational measures to protect User Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access. However, the Licensor does not guarantee the absolute security of User Data and shall not be liable for any unauthorized access to or loss of User Data caused by circumstances beyond its reasonable control.

 

10.4 The Licensee is solely responsible for maintaining independent backup copies of all User Data. The Licensor shall not be obligated to retain User Data following termination or expiration of the Subscription Term and may permanently delete User Data within thirty (30) days of such termination or expiration, without further notice and without any liability to the Licensee.

 

10.5 The Licensor may use anonymized or aggregated data derived from User Data for the purposes of improving the Software, conducting statistical analyses, and developing new features, provided that such data cannot be used to identify the Licensee or any individual End User.

 

10.6 The Licensee shall not upload or submit to the Software any User Data that: (i) is classified, subject to government confidentiality requirements, or restricted from processing by applicable law; (ii) contains sensitive financial data, payment card data, or health records, unless expressly agreed in a separate written agreement with the Licensor; or (iii) is subject to export control restrictions without first obtaining all required licenses or authorizations.

 

ARTICLE 11 - DATA PROTECTION AND PRIVACY

 

11.1 Each party shall comply with all applicable data protection and privacy laws in connection with their respective activities under this Agreement, including where applicable the EU General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679) and any national implementing legislation.

 

11.2 To the extent that the Licensor processes Personal Data on behalf of the Licensee as a data processor, such processing shall be governed by a separate Data Processing Agreement ("DPA") between the parties, where required by applicable law. The Licensee is responsible for initiating the execution of any required DPA.

 

11.3 The Licensee, as data controller, is solely responsible for: (i) ensuring that there is a valid legal basis for the processing of Personal Data through the Software; (ii) providing all required notices to data subjects; (iii) handling data subject requests in compliance with applicable law; and (iv) ensuring that any international transfers of Personal Data are carried out lawfully.

 

11.4 The Licensor's Privacy Policy, available at the Licensor's website, describes how the Licensor collects, uses, and protects Personal Data in connection with the operation of the Software. The Licensee acknowledges having read and accepted the Privacy Policy as part of this Agreement.

 

11.5 The Licensor shall not be liable for any breach of data protection obligations to the extent attributable to the Licensee's instructions, actions, or omissions, or to the Licensee's failure to comply with applicable data protection laws.

 

ARTICLE 12 - CONFIDENTIALITY

 

12.1 Each party acknowledges that in connection with this Agreement it may receive or have access to Confidential Information of the other party. Each party agrees to: (i) hold the other party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (ii) not disclose such Confidential Information to any third party without the prior written consent of the disclosing party; and (iii) use such Confidential Information solely for the purposes of performing its obligations or exercising its rights under this Agreement.

 

12.2 The obligations of confidentiality shall not apply to information that: (i) is or becomes publicly known through no act or omission of the receiving party; (ii) was rightfully known to the receiving party prior to disclosure without restriction; (iii) is rightfully received from a third party without restriction on disclosure; or (iv) is required to be disclosed by applicable law, court order, or regulatory authority, provided that the receiving party gives the disclosing party prompt written notice and cooperates in seeking a protective order.

 

12.3 The Licensee specifically acknowledges that the Software, its architecture, source code, features, pricing, and all technical documentation constitute the Licensor's Confidential Information and shall be subject to the confidentiality obligations set forth in this Article.

 

12.4 The confidentiality obligations set forth in this Article shall survive termination or expiration of this Agreement for a period of five (5) years.

 

ARTICLE 13 - TERM AND TERMINATION

 

13.1 This Agreement shall become effective on the date on which the Licensee first accesses the Software or accepts this Agreement, whichever occurs earlier, and shall remain in force for the duration of the applicable Subscription Term, unless earlier terminated in accordance with this Article.

 

13.2 Termination by the Licensor for Cause. The Licensor may terminate this Agreement immediately and without prior notice, and without prejudice to any other remedy available at law or in equity, upon the occurrence of any of the following events:

 

(a) the Licensee materially breaches any provision of this Agreement and, where such breach is capable of remedy, fails to remedy such breach within ten (10) days after receiving written notice thereof from the Licensor;

(b) the Licensee becomes insolvent, makes a general assignment for the benefit of its creditors, is subject to the appointment of a receiver or administrator, commences or has commenced against it any bankruptcy, insolvency, reorganization, or similar proceeding, or ceases to carry on business;

(c) the Licensor reasonably suspects that the Licensee has engaged in or is engaging in fraudulent, abusive, or illegal activities in connection with the Software;

(d) the Licensee fails to pay any amounts due to the Licensor when due and such failure continues for more than fifteen (15) days after notice;

(e) continued provision of the Software to the Licensee would, in the Licensor's reasonable opinion, expose the Licensor to legal, regulatory, or reputational risk.

 

13.3 Termination by the Licensor for Convenience. The Licensor may terminate this Agreement or discontinue the Software for any reason or no reason by providing the Licensee with thirty (30) days' prior written notice. In such event, the Licensor may, at its sole discretion, provide a pro-rated refund for unused prepaid Subscription periods, but shall have no further liability to the Licensee.

 

13.4 Termination by the Licensee. The Licensee may terminate this Agreement at any time by ceasing all use of the Software and closing its account. No refunds shall be issued for any unused portion of a prepaid Subscription period, given the digital nature of the Software.

 

13.5 Effect of Termination. Upon termination or expiration of this Agreement for any reason: (i) all licenses granted to the Licensee hereunder shall immediately cease and the Licensee must immediately stop using the Software; (ii) the Licensee shall promptly destroy or return any Confidential Information of the Licensor in its possession; (iii) the Licensor may permanently delete all User Data within thirty (30) days without any liability; (iv) all outstanding payment obligations shall become immediately due and payable; and (v) the provisions of this Agreement that by their nature should survive termination shall survive, including but not limited to Articles 3, 7, 8, 9, 11, 12, and 16.

 

ARTICLE 14 - MODIFICATIONS TO THE SOFTWARE AND AGREEMENT

 

14.1 The Licensor reserves the right to modify, update, enhance, replace, suspend, or discontinue the Software or any part or feature thereof at any time, with or without notice, at its sole and absolute discretion. The Licensor shall not be liable to the Licensee or to any third party for any modification, suspension, or discontinuation of the Software.

 

14.2 The Licensor may release updates, patches, or new versions of the Software, which may be deployed automatically or made available for download. The Licensee agrees to accept such updates as a condition of continued access to the Software.

 

14.3 The Licensor reserves the right to amend the terms of this Agreement at any time. In the event of material amendments, the Licensor will notify the Licensee by email to the address registered on the account, or by prominent notice within the Software interface, at least fifteen (15) days before the amendments take effect.

 

14.4 Continued use of the Software after the effective date of any amendment shall constitute the Licensee's irrevocable acceptance of the amended Agreement. If the Licensee does not agree to any amendment, it must cease using the Software and may terminate its account before the amendment takes effect.

 

ARTICLE 15 - DISTRIBUTOR OBLIGATIONS

 

15.1 Where the Licensee is a Distributor, the following additional provisions shall apply in addition to all other terms of this Agreement.

 

15.2 The Distributor may not sublicense the Software to end users or sub-distributors without the prior written authorization of the Licensor. Any authorized sublicense must be subject to terms and conditions no less protective of the Licensor's rights than those set forth in this Agreement.

 

15.3 The Distributor shall ensure that each end user or sub-distributor to whom access to the Software is granted: (i) accepts a binding end user license agreement with terms at least as protective of the Licensor as this Agreement; (ii) is made aware that the Software is proprietary to CONNEXT EOOD / AINETBUSINESS; and (iii) does not receive any rights or warranties not expressly authorized herein.

 

15.4 The Distributor shall be responsible for all acts and omissions of its end users and sub-distributors in relation to the Software, and shall indemnify and hold harmless the Licensor from any Claims arising from such acts or omissions.

 

15.5 The Distributor shall not make any representations, warranties, or guarantees to end users regarding the Software that are inconsistent with or exceed those set forth in this Agreement, and shall not commit the Licensor to any obligation not expressly assumed herein.

 

15.6 The Distributor shall promptly notify the Licensor of any actual or suspected violation of this Agreement by any end user or sub-distributor, and shall cooperate fully with the Licensor in investigating and remedying such violations.

 

15.7 Upon termination of this Agreement or any distribution arrangement, the Distributor shall immediately cease marketing, selling, or sublicensing the Software, and shall take all steps necessary to ensure that its end users are notified of the termination and discontinue their use of the Software.

 

ARTICLE 16 - GOVERNING LAW AND DISPUTE RESOLUTION

 

16.1 This Agreement shall be governed by and construed exclusively in accordance with the laws of the Republic of Bulgaria, without regard to its conflict of law rules or provisions, and without regard to the United Nations Convention on Contracts for the International Sale of Goods (CISG), which is expressly excluded.

 

16.2 The parties shall attempt to resolve any dispute arising out of or in connection with this Agreement through good faith negotiation. If the parties are unable to resolve the dispute through negotiation within thirty (30) days of written notice by one party to the other, either party may submit the dispute to the competent courts of Sofia, Bulgaria, to whose exclusive jurisdiction the parties hereby irrevocably submit.

 

16.3 Notwithstanding the foregoing, the Licensor shall be entitled to seek injunctive or other equitable relief from any court of competent jurisdiction to protect its Intellectual Property Rights or Confidential Information pending the resolution of any dispute.

 

16.4 Nothing in this Article shall prevent the Licensor from pursuing any remedy available to it under applicable law in connection with the Licensee's breach of this Agreement.

 

ARTICLE 17 - GENERAL PROVISIONS

 

17.1 Entire Agreement. This Agreement, together with any documents expressly incorporated herein by reference (including the Privacy Policy and any applicable DPA), constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous agreements, representations, warranties, and understandings, whether written or oral, relating to such subject matter.

 

17.2 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification or deletion of a provision shall not affect the validity and enforceability of the remaining provisions of this Agreement.

 

17.3 No Waiver. The failure or delay by either party to exercise or enforce any right or remedy under this Agreement shall not constitute a waiver of such right or remedy, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. All waivers must be in writing and signed by an authorized representative of the waiving party to be effective.

 

17.4 Force Majeure. The Licensor shall not be in breach of this Agreement or otherwise liable to the Licensee for any delay in performance or non-performance of its obligations under this Agreement to the extent that such delay or non-performance arises from causes beyond the Licensor's reasonable control, including but not limited to acts of God, natural disasters, epidemics or pandemics, war, terrorism, civil unrest, governmental actions or restrictions, power outages, internet or telecommunications failures, cyberattacks, denial of service attacks, or failures of third-party service providers. In any such event, the Licensor shall notify the Licensee as soon as reasonably practicable and shall use commercially reasonable efforts to resume performance as soon as possible.

 

17.5 Assignment. The Licensee may not assign, transfer, delegate, or otherwise dispose of this Agreement, or any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the Licensor. Any purported assignment without such consent shall be null and void. The Licensor may freely assign this Agreement, in whole or in part, to any affiliate, successor, or acquirer of all or substantially all of the Licensor's business or assets, without the Licensee's consent.

 

17.6 Notices. Any notice required or permitted under this Agreement shall be in writing and shall be deemed duly delivered when sent by email to the addresses set forth in the account registration details or to info@connext-world.com, or when sent by registered mail to the registered addresses of the respective parties. Notices shall be deemed received on the next business day after sending by email (if no delivery failure is received) or five (5) business days after mailing by registered post.

 

17.7 Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement shall be construed to create any partnership, joint venture, agency, franchise, or employment relationship between the parties. Neither party shall have any authority to bind the other or to incur any obligation on the other's behalf.

 

17.8 No Third-Party Beneficiaries. This Agreement is entered into for the sole benefit of the Licensor and the Licensee and their respective permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to or shall confer any legal or equitable right, benefit, or remedy of any nature whatsoever to any third party.

 

17.9 Export Compliance. The Licensee shall comply with all applicable export control laws and regulations in connection with its use of the Software. The Licensee represents that it is not listed on any government denied-party list and is not located in any country subject to applicable export embargoes.

 

17.10 Language. This Agreement is executed in the English language. In the event of any conflict between an English version and any translation of this Agreement, the English version shall prevail.

 

17.11 Headings. The article and section headings in this Agreement are for convenience only and shall have no legal or contractual effect.

 

17.12 Electronic Acceptance. The Licensee agrees that its electronic acceptance of this Agreement, whether by clicking "I Accept", by registering an account, or by any other affirmative act, has the same legal effect as a handwritten signature and constitutes a legally binding agreement.

 

17.13 Contact Information. For any questions, notices, or communications regarding this Agreement, please contact the Licensor at:

 

CONNEXT EOOD

Dunav 35, Sofia Center

1000 Sofia, Bulgaria

Email: info@connext-world.com

 

 

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