The present document outlines the rules for provision of products, customization and auxiliary services by Securax EOOD, a company duly organized under the laws of Bulgaria, with registered address at 11 Gen. Ivan Kolev Str., fl. 1, 1407 Sofia, Bulgaria (hereinafter referred to as “Zoiper”). The present document also contains the rules and conditions for use of the Website www.zoiper.com. If you do not agree with these rules and conditions you must immediately discontinue the use of the Website.

1. DEFINITIONS
For the purposes of the Agreement the following terms will be defined and understood as follows:

1.1. “Agreement” shall mean the legally binding contract between Zoiper and Client, having the content of any and all Purchase Orders signed between them together with these General Terms, the Zoiper Privacy Policy, available at: https://www.zoiper.com/en/zoiper-privacy-policy, any and all appendices to them, and any other legally binding documents signed between the Parties and relating to the provision of Products and/or Services by Zoiper to Client, including Online Orders.

1.2. “Client” is the natural person or legal entity ordering or using a Service or Product provided by Zoiper.

1.3. “Consumer” is a natural person, who is acquiring any product or is receiving any service not intended for commercial or professional use or who, when acquiring the product or receiving the service, is acting outside the scope of his or her commercial or professional activities.

1.4. “Customized Product” shall mean the respective version(s) of a Product created by Zoiper as a result of providing a Customization Service.

1.5. “Distribution License” shall mean a limited world-wide non-exclusive, non-transferable and non-assignable, in whole or in part, right to use a Product or the Production Version of a Customized Product under the conditions and for the term described in the Agreement. The Distribution License consists of the right to use one or more End-Point Licenses for the Product or Customized Product and/or to sub-license the Product or Customized Product to Client’s End-Users by providing each of them with one or more End-Point Licenses for the Product or Customized Product until reaching the maximum number of End-Point Licenses specified in the respective Purchase Order or during the process of placing an Online Order. The Distribution License shall not pertain to any Test Version. Unless otherwise provided in the Purchase Order or other written agreement between the Parties, the Distribution License is provided personally to Client and does not include the right to appoint any resellers or sub-distributors or to have any clients for the Customized Product except End-Users.

1.6. “End-Point License” shall mean a world-wide non-exclusive, non-transferable, non-assignable, in whole or in part, and perpetual right to install, activate and use one copy of the Product for its intended purposes on a single device, including to load the Product, to display it on screen, to perform, transmit and store it in the memory of a device as much as this is necessary to achieve the intended purposes of use of the Product, but without the right to translate it, adapt it or make other changes to it, including to debug it, for any reason.

1.7. “End-User” shall mean a natural person or legal entity who uses the Product or the Customized Product and does not provide it to further users as a commercial activity.

1.8. “Free License” shall mean a world-wide non-exclusive, non-transferable, non-assignable, in whole or in part, and perpetual right to install, activate and use one copy of the Product only for demonstration, evaluation and entirely non-commercial purposes on a single device, including to load the Product, to display it on screen, to perform, transmit and store it in the memory of a device as much as this is necessary to achieve the intended purposes of use of the Product, but without the right to translate it, adapt it or make other changes to it, including to debug it, for any reason

1.9. “including” shall mean “including without limitation” unless otherwise explicitly required by the context.

1.10. “License” means Distribution License, End-Point License and/or Free License.

1.11. “Online Order” shall mean an electronic request by a Client to receive a particular Service and/or a Distribution License for a particular number of End-Point Licenses for a particular Product or Customized Product, created and submitted to Zoiper by selecting options, filling in information and providing respective confirmations via the online electronic forms and functionalities available on the Website or via Third Party Platforms.

1.12. “Product” shall mean the respective version of Zoiper’s software application “Zoiper” for any operating system as provided to Zoiper’s own End-Users for free or against remuneration. For the avoidance of doubt the Product shall not include any program source code, documentation or other elements or means intended for development purposes, except an in-built application programming interface (API) when available, but only the file(s) necessary for installing and using the software application “Zoiper” for its intended purposes.

1.13. “Production Version” shall mean the final version of a Customized Product which is provided after acceptance of a Test Version, or downloaded from the Website, when such functionality is provided, which is intended for commercial purposes, and for which the Distribution License is provided, as well as its Updated Versions provided to Client.

1.14. “Purchase Order” shall mean a document providing the parameters of particular Product(s) and/or Service(s) to be provided by Zoiper to Client under the general framework of these General Terms. A Purchase Order shall contain information about and establish the main parameters of the respective project, such as the type of Product, the type and extent of the Service(s), type and/or number of End-Point Licenses, the remuneration due by Client and terms for its payment, and/or other conditions.

1.15. “Service”/“Services” shall mean each one or any combination of the following Services:

1.15.1. “Customization Service” – a Service consisting in customizing a Product by applying to it modifications and/or features resulting in change of its behaviour and/or graphical user interface according to a set of customization requirements described in detail in a respective Purchase Order, Online Order and/or another legally binding document, and provision of a Distribution License for the created Customized Product; when explicitly agreed the Customization Service and respective licensing rights may be provided under a subscription plan as described in the respective Purchase Order or Online Order and these General Terms. As a part of the Customization Service Zoiper may, but is not obliged to provide auxiliary services necessary for the operation of the Customized Product, such as provisioning servers, push notification servers or proxy servers. Such Services may be provided with or without additional remuneration. In any case Zoiper is under no obligation to provide consultation or assistance services with regard to the setting up and operation by Client of provisioning servers, push servers or other services, hardware or software environment or any other conditions necessary for the proper use, operation or performance of any Customized Product. Customization Service is not intended for and is not offered to Consumers.

1.15.2. “Updates Service” – a Service consisting in providing of Updated Versions of a Customized Product, as described in Section 10 of these General Terms and/or in the respective Purchase Order;

1.15.3. “Support Service” – a Service consisting in providing assistance regarding questions and issues related to the Product or Customized Product, as described in Section 11 of these General Terms and/or in the respective Purchase Order;

1.15.4. “Upload Service” – a service consisting in uploading a Production Version of a Customized Product to a Third Party Platform using respective account credentials provided by Client;

1.15.5. Information society services provided via the Website, e.g. access to information, possibility to navigate and search the Website, possibility to make Online Orders etc.;

1.15.6. any other Service expressly described on the Website, in a respective Purchase Order, or in an appendix thereto.

1.16. “Test Version” shall mean a test build of a Customized Product provided by Zoiper to Client for test purposes during the test period. The Test Version shall not be subject to any distribution among Client’s End-Users or other parties and shall not be usable or used in production environment or for commercial purposes.

1.17. “Third Party Platform” shall mean any of the software application stores operated by any entity different from Zoiper via which any Zoiper’s Product is made available to End-Users, including, but not limited to:

1.17.1. The Google Play application store operated by Google and available at: https://play.google.com;

1.17.2. The iTunes application store operated by Apple and available at: https://itunes.apple.com;

1.17.3. The Windows Phone application store operated by Microsoft and available at: http://www.windowsphone.com/en-us/store.

Zoiper is not affiliated to any of the third parties managing and/or administrating the Online Distribution Stores. The web addresses to the Third Party Online Distribution Stores provided herein are for informational purposes only and changes may apply. Zoiper bears no responsibility for any third party actions, including without limitation: the third parties’ applying any changes to their Online Distribution Stores, including without limitation: changing their web addresses, their upload/download Online distribution store policies, and/or any of their policies and requirements, including without limitation: requirements for uploading and approving applications.

1.18. “Updated Version” shall mean a new version of the Product or the Customized Product constituting a patch or point release (e.g. update from version 4.1 to version 4.2) which fixes or improves existing functionality, such as bug fixes, modifications, enhancements, supplements etc. Updated Versions do not include newer Products released by Zoiper (e.g. from Zoiper 3 to Zoiper 5 for desktop, or from Zoiper to Zoiper 2 for Android OS).

1.6. “Website” is the website www.zoiper.com .

1.20. “Website User” is any person using the Website.

2. Acceptance of the General Terms
2.1. These General Terms constitute an inseparable part of any Purchase Order or Online Order and are accepted by Client in one of the following ways:

2.1.1. by signing and sending a Purchase Order to Zoiper’s e-mail provided for correspondence or to Zoiper’s registered address;

2.1.2. by clicking the respective electronic button with a title “Checkout”, “Send”, “Register”, “Download” or other as may be explicitly indicated on the respective page of the Website, where an indication of agreement with these General Terms and the Zoiper Privacy Policy is provided next to the respective button;

2.1.3. by clicking the virtual button or bullet with a title “Accept & Continue”, “I agree” or other similar designation indicating agreement with these General Terms and the Zoiper Privacy Policy, during the initial loading of a Product;

2.1.4. by accessing, browsing or using the Website – only as regards the rules for use of the free information society services provided via the Website and described in Section 5 below.

2.2. Client has the opportunity to check and correct the information provided about them and/or the ordered Products by reviewing their Purchase Order or re-entering information in the respective fields on the Website at any moment before sending the Purchase Order or before clicking the respective button on the Website indicating acceptance of these General Terms.

2.3. For the purpose of entering into a legally binding Agreement and acceptance of these General Terms and the Zoiper Privacy Policy, the Parties agree:

2.3.1. to receive electronic statements from each other;

2.3.2. to accept images of each other’s representatives’ handwritten signatures placed on Purchase Orders or other legal agreements exchanged between them in a common electronic format as legally binding signatures;

2.3.3. to accept the information about Client’s identity which is associated with the clicking of the respective virtual buttons under items 2.1.2 and 2.1.3 as a legally binding signature;

2.3.4. То accept the information about Zoiper’s identity contained in the beginning of these General Terms and the Zoiper Privacy Policy as a legally binding electronic signature.

2.4. By accepting these General Terms Client also accepts the Zoiper Privacy Policy which constitutes an integral part hereof. If Client does not agree to any of the provisions of these General Terms or the Zoiper Privacy Policy, Client must not sign any Purchase Order nor submit any Online Order for any Products or Services provided by Zoiper, and must not use the Website or any Product.

2.5. The moment of acceptance of these General Terms in one of the ways listed in item 2.1 above is the moment of conclusion of the legally binding Agreement between Zoiper and Client. From this moment both parties are obliged to observe and fulfill their relevant obligations under the Agreement.

2.6. Zoiper will store the received information about Client’s acceptance of these General Terms and Client’s purchases in a common electronic format. The text of these General Terms is published and accessible by Client on the following page of the Website: https://www.zoiper.com/en/zoiper-general-terms Client is obliged to keep a copy of any Purchase Orders sent to Zoiper and is encouraged to save and keep a copy of these General Terms upon their acceptance.

3. Services and Licenses Provided by Zoiper
3.1. Subject to the rules and conditions of these General Terms Zoiper shall provide to Client the Product(s), licenses and/or Services described in detail in the respective signed Purchase Order(s) or selected by Client in the course of making an Online Order.

3.2. The Products, Services and/or rights provided under a specific Purchase Order or Online Order shall not be deemed to include any rights of Client to receive updates, warranties, support or any similar auxiliary Services, unless explicitly provided otherwise.

3.3. Subject to the rules and conditions of these General Terms Zoiper provides to all Website Users information society services provided via the Website, including, but not limited to access to information and materials published on the Website, possibility to navigate the Website, possibility to make Online Orders etc.

3.4. The products and services provided hereunder do not include the provision of any kind of devices, internet connection or other electronic communication services, electricity or other conditions necessary to use the Products or Services.

3.5. Unless otherwise expressly provided in a legally binding written agreement with Zoiper, Zoiper is under no obligation to sustain the continuous provision of any Product or Service, including the Website, for any term of under any conditions other than those determined by Zoiper’s commercial policy and endeavors and/or described in a current version of these General Terms.

4. General Rules for Payments
4.1. For the Services and rights provided by Zoiper, Client shall pay to Zoiper the fees and prices described in detail in the respective Purchase Order within the terms noted therein. Unless otherwise provided, all fees and prices shall be payable in advance, within 7 (seven) days as of signing the respective Purchase Order. For Products provided via the Website or Third Party Platforms, Client shall pay the respective fees and prices in the amounts and time provided during the process of making the Online Order.

4.2. Unless otherwise provided, all fees are payable in euro and do not include VAT, withholding taxes, import, export or any other applicable taxes, except for Zoiper’s profit taxes due in its place of establishment.

4.3. Except when another payment method is provided for the respective purchase (e.g. during the process of making an Online Order), fees shall be payable by a bank transfer to a bank account specified by Zoiper in writing. Any bank or other fees related to the execution of the payment shall be borne by the Client.

4.4. Unless otherwise is expressly agreed in writing, the performance of any Service and the provision of any right and Product by Zoiper shall only become due after the timely receiving of the full amounts due for them, and partial or late payments shall be ground for refusal of the provision of the rights or Services under the Agreement.

4.5. Delay of any payment with more than three (3) days after the due date will result in a right for Licensor to (1) refuse the provision of any ordered Product and/or Customized Product; and/or (2) immediately suspend and deactivate the possibility to use any licensing rights provided to Client for any Product or Customized Product; and/or (3) to refuse, suspend or delay any work on the performance of any Service under any Purchase Order or Online Order between the Parties, until all due payments have been made. The exercise of any of these rights of Licensor shall not incur any obligations to refund or otherwise compensate Client for any related consequences. Licensor reserves the right to charge a fee for reinstatement of licensing rights suspended under this clause as a condition to their reinstatement.

4.6. Unless otherwise is expressly agreed in writing, paid sums are not refundable.

5. Website Services
5.1. Through the Website Zoiper provides for personal use by all Clients, without the need to create an account, free online access to the following services:

5.1.1. Access to information resources, such as text, images, graphics, animations and other materials, developed by Zoiper, its partners or other users and published on the Website’s pages, including but not limited to:

5.1.1.1. Images presenting Zoiper’s products or used in the design of the Website, including screenshots of Zoiper’s products;

5.1.1.2. Texts presenting the functionality, features, prices and other conditions for receiving and using of Zoiper’s Products and Services, guidance and manuals on their purpose and usage, legal documentation, information and recommendation about Zoiper’s partners, etc.;

5.1.1.3. Community forum for online messages and discussions with texts, questions and explanations responses from provided by different users of the Website.

5.1.2. Possibility to search through and access to information resources available on the Website through use of keywords and criteria chosen by Client;

5.1.3. Possibility to download Products designated as freely available by Zoiper;

5.1.4. Possibility to contact Zoiper’s team by writing text messages in dedicated online contact forms, including with regard to support requests and queries on the possibility and conditions for Product purchases;

5.1.5. Other information resources and information society services that can be made available on the Website without registration at any time, as per Zoiper’s discretion.

5.2. Through the Website Zoiper provides Clients with opportunity to use the following services for which the creation of an account is necessary:

5.2.1. Possibility to publish questions, comments and information in the Community forum platform;

5.2.2. Possibility to purchase a variety of Zoiper’s paid for Products and/or Services by placing Online Orders following the rules and procedure under Section 6 below.

5.3. The user accounts necessary to use the services under items 5.2.1 and 5.2.2 above are separate for each of them, and are created as follows:

5.3.1. The account for the Community forum is created manually by the Client by filling in the respective fields on the Community forum page of the Website and pressing the electronic button with a sign “Register” or other similar designation. This account can also be created by pressing a button for use of a third-party sign-in service (such as “Twitter Login”). In the latter case information provided in the third-party service account logged in on the Client’s browser will automatically be received by Zoiper from the respective third party and will be used for automatic creation of a Community forum account. Before being able to use the services under item 5.2.1 Client needs to fill in their e-mail in the account and verify it by clicking the respective link automatically sent to that e-mail.

5.3.2. Purchasing of any Product or Service via the Website results in the automatic creation of a user account for the purpose of managing Client’s respective rights using the information Client provided during the purchasing process. This account can also be created manually by Zoiper employees if the purchase is made by contacting Zoiper at sales@zoiper.com or via the electronic contact form on the Website.

5.4. When posting comments and information in the Community forum platform or other parts of the Website Client is obliged not to load, upload or otherwise make accessible any content (including information, data, text, sounds, files, videos, pictures or any other materials) or hyperlinks to content:

5.4.1. which violates applicable legislation, these General Terms, the Internet ethics, the accepted norms of good morals and morality;

5.4.2. which is subject to intellectual or industrial property rights of third parties, except with the consent of the respective right holder;

5.4.3. which constitutes or contains confidential information, personal data, information about passwords or access rights, or other information the disclosure of which is prohibited by contract, law or by an act of a competent state or municipal authority, except when the content is made accessible in compliance with all applicable requirements;

5.4.4. which invites to or contains violence, humiliation or threat to life and to the inviolability of humans or animals;

5.4.5. depicting accidents and other serious incidents or crimes and/or victims thereof;

5.4.6. with pornographic or open sexual content;

5.4.7. which invites to or contains discrimination based on gender, race, nationality, origin, religion or belief, education, belief, political affiliation, personal or social status, disability, age, sexual orientation, marital status, property status or any other characteristics;

5.4.8. adversely affecting the reputation, honor or dignity of third parties;

5.4.9. calling for a violent change in the constitutionally established order, the commission of a crime, for violence or for racial, national, ethnic or religious hatred;

5.4.10. representing or encouraging behavior that endangers the protection of the environment;

5.4.11. containing information for terrorist activity and any information related to terrorism;

5.4.12. with poor quality or intentionally misleading other users of the Website.

5.5. Zoiper has the right, but not the obligation, by its own discretion and without notice, to move, block the access to or delete any question, answer, comment or other content published by Client in the Community forum. Additionally, Zoiper may provide such content to the respective legal authorities, or perform other actions with it, when so required by applicable law.

5.6. In case of violation of these General Terms Zoiper has the right to immediately block Client’s access to their Community forum account and/or delete this account. In the latter case the part of the Agreement pertaining to provision of the services under item 5.2.1 shall be automatically terminated.

5.7. Zoiper is not obliged and does not have the possibility to monitor the content uploaded or otherwise made available by Clients in the Community forum, is not obliged to look for signs of illegal activities performed by Clients in the course of using the Website or the Community forum, and is not responsible for such content or activities. If Zoiper receives information that Client’s content infringes the law or third party intellectual property or other rights, Zoiper has the right to block the access to the relevant content until resolving of the argument with an act of the respective legal authorities.

5.8. Zoiper is not obliged to keep or restore Client’s content or other information provided by or pertaining to the Client, which has been deleted by Client, Zoiper or a third party, regardless of the reasons for deleting.

5.9. The Client may at any time block the access to the content they uploaded in the Community forum, as well as to request deactivation of their Community forum account. In the latter case the Agreement remains in force until Zoiper deletes from its servers all the content uploaded by the respective Client.

6. Online Orders
6.1. Zoiper may provide its Clients the opportunity to place Online Orders for its free and/or paid Products and/or Services via the Website or via Third Party platforms.

6.2. The Website provides an interface allowing Clients to choose the type of Product or Service they want to receive, select particular options and parameters pertaining to the Product or Service, where applicable – choose the number of End-User Licenses, and provide the information and/or materials required for successful provision of the Product or Service. These actions are performed by clicking respective texts, links and/or virtual buttons made available on the Website.

6.3. Where payment will be required in the process of making an Online Order for a particular Product or Service this is expressly noted by providing a price and/or the text “Purchase”, “Checkout” or other similar designation made available in the description of the Product or Service. Where a Product or Service is provided by contacting Zoiper’s team information about the obligation to pay, the price and the payment method is provided by Zoiper’s sales representatives.

6.4. The last step of the process for placing an Online Order is clicking the electronic button with a title “Checkout” or other similar designation, where an indication of agreement with these General Terms and the Zoiper Privacy Policy is provided next to the respective button. Before this moment Client can make changes to the projected Online Order and see an overview thereof with a description of the Product or Service to be ordered, the price to be paid and the amount of VAT, if any. With clicking the described button the Online Order is finalized and no further changes can be made in it.

6.5. Upon finalizing the Online Order Client is automatically redirected to the page of the respective payment processor chosen as a method for payment. Online payments are handled by third party payment processors, such as PayPal or other expressly specified parties. Those third parties are solely responsible for the handling and performing of the payment. Zoiper has no control over the payment process and is not responsible for any wrongful information or mistakes in the payment process after Client is redirected to perform the payment.

6.6. If the respective payment is not made and/or is not successful for any reason the respective Online Order is automatically cancelled. To renew it Client has to initiate a separate new Online Order by starting the process of making an Online Order from the beginning. If the payment is successful a link for downloading of the respective purchased Product(s) will be automatically sent to the e-mail provided by Client with the Online Order. Zoiper is not responsible for any misspelled or otherwise wrong or invalid e-mail addresses provided by Client and is not obliged to provide additional copies of any Product(s) to corrected e-mail address(es) additionally provided by Client.

6.7. Some of the Products and/or Services are provided by Zoiper for free, which is expressly indicated in their description or in these General Terms. Free Products are provided only for demonstration and evaluation purposes and are not intended or allowed for use for any commercial purposes, including for resale or other form of sub-licensing. Free Products may be provided directly via the Website without the need for Client to provide an e-mail or create an account. In this case the clicking of the link or virtual button for downloading of the respective Product by Client will lead to the automatic download of the respective Product on Client’s device.

6.8. Online Orders made via Third Party Platforms are subject to the respective rules of use of these platforms set by the respective third Parties (Google, Apple or Microsoft). Zoiper is not responsible for and is not a party to the relations between Client and those third parties.

6.9. When Client is a Consumer Client has the right to withdraw from the Agreement within 14 days from its conclusion and receive a refund of the price paid. This also applies to the purchasing of subscription-based Products or Services. However, when Client downloads the respective Product before the elapse of this term the Product will be made available to Client immediately and Client acknowledges that as a result at the moment of the download he/she will lose the right of withdrawal.

7. Purchase Orders
7.1. Certain Products and Services are not available for direct purchase via the Website. To request their provision Client has to contact Zoiper and send a request for the particular Product(s) and/or Service(s) to Zoiper’s sales representative by using the contact form or contact details provided on the Website. Requests shall be accompanied with full and correct information for the planned projects.

7.2. After receiving a written request Zoiper may require any additional information it considers necessary in order to be able to determine the price and terms for provision of the requested Services. Only after receiving all requested information, Zoiper shall send to Client an offer for a Purchase Order.

7.3. By signing the offered Purchase Order, whenever applicable – accompanied by a detailed description of customization requirements to be applied to a Product, Client and Zoiper agree to the provisions thereof and undertake the respective payment, delivery and other obligations provided therein. All Purchase Orders shall become binding only after their signing by both Parties, and no rights or obligations shall ensue from them otherwise.

8. Customization Service
8.1. Client declares to have performed full and detailed testing of the respective Product to be used as basis for the Customization Service prior to placing of the respective Purchase Order or Online order, and accepts its functionalities, quality and performance. Any Customization Service will consist in fulfilling only the customization requirements of a signed Purchase Order or confirmed Online Order, and no other requirements. Unless otherwise expressly agreed between the Parties the Customized Product shall only be usable (locked) with Client’s own services enabling the use of the application.

8.2. Zoiper will initiate the performance of a Customization Service only after (1) signing of a respective Purchase Order; and (2) Zoiper’s reception of any payments specified in the respective Purchase Order as due before the initiation of the project; and (3) Zoiper’s reception of all the correct, valid and full information and assistance required by Zoiper as necessary and sufficient for the provision of the Customization Service for the respective project, including files, logos, text or other data to be integrated in the Customized Product.

8.3. The information under the previous sentence must be provided within 14 (fourteen) days after Zoiper’s request. If any required information has not been provided within this term, Zoiper shall have the right to terminate the Agreement as regards the particular project and refuse the provision of the respective Services, even if the required information is provided after the term. For such cases Zoiper reserves the right to charge and/or withhold an administrative fee for resource allocations and other internal organizations executed with regard to the project.

8.4. Unless another term is agreed in writing, Zoiper shall develop a Test Version of the Customized Product within 4 (four) weeks as of the date of completion of the conditions of item 8.2 above.

8.5. Where the Customized Product is created on the basis of an Online Order through the functionality of the Website, a Production Version will be automatically created using the information and materials provided by Client and will be provided to Client after the end of the respective Online Order process. Client will be able to amend the editable characteristics of the thus created Customized Product by using the tools and functionalities provided on the Website. Online Orders for Customization Service or amendment of Customized Products will become binding for the Parties after their explicit written acceptance by Zoiper. Each such Production Version of the Customized Product will be considered accepted immediately with its receiving by Client without undergoing the testing and acceptance procedure described in items 8.6 – 8.14 below. Each such Production Version will be activated within ten (10) business days after payment of the respective fee(s) pertaining to it and accepted by Client described during the process of placing the Online Order.

8.6. Client shall test the Test Version for a term of 14 (fourteen) days as of its receiving. Testing shall be performed only within the organization of Client on up to 10 (ten) devices, unless otherwise is explicitly agreed with Zoiper in writing.

8.7. During the term for testing Client shall be able to report only (1) deviations of the Test Version from the respective customization requirements provided with the Purchase Order; and (2) significant deviations of the quality of performance of core functionalities of the Test Version from the quality of performance of the respective functionalities of the Product subject to customization. Reporting and addressing of any other issues may only be performed on the basis of an additional written agreement between the Parties.

8.8. Deviation reports will only be reviewed and addressed in bulk after the elapse of the term for testing and if all of the following conditions are fully and precisely met:

8.8.1. The report is provided in writing;

8.8.2. The report is provided during the term for testing;

8.8.3. The report is accompanied with all the correct, valid and full information which, as per Zoiper’s professional opinion, is necessary to understand and address the reported deviation.

8.9. Zoiper may, but is not obliged to, provide a designated blank form for provision of information under item 8.8.3. When such a form is provided by Zoiper the report will be valid only if it is filed by correctly filling in that form. The receipt of the filled form shall not hinder Zoiper from requesting additional information it finds necessary. All requested information and assistance shall be provided by Client before the end of the term for testing or within 5 (five) business days of the request, whichever is later, unless another term is agreed in writing.

8.10. If Client has validly reported deviations Zoiper shall develop and provide a new and corrected Test Version aiming to eliminate the reported issues within a reasonable term determined by Zoiper and depending on the type and number of reported issues. Client shall test the corrected Test Version for an additional testing term of up to 7 (seven) days as of its receiving. During this term only reported and unaddressed or newly introduced issues covering the criteria of item 8.7 can be reported.

8.11. The rules and requirements of items 8.6 – 8.10 above shall apply accordingly to the corrected Test Version and following corrected Test Versions, if any, and shall be repeated until the acceptation of any Test Version as per item 8.12.

8.12. The Customized Product shall be considered accepted in any of the following cases:

8.12.1. Client has stated acceptance in writing by signing an acceptance act or otherwise informing Zoiper that there are no remarks on the respective version of the Customized Product, including via e-mail;

8.12.2. Client has not validly reported any deviations during the initial or any additional test period;

8.12.3. the respective version of the Customized Product has been uploaded on any Third Party Platform or has been otherwise provided to any End-User of Client.

8.13. If after testing the Customized Product Client considers that it wants the Product to be customized differently or additionally, the provision of such additional Customization Services shall be subject to additional negotiation between the Parties and will be performed only after signing of a respective Purchase Order or confirming an Online Order for their performance.

8.14. Unless otherwise specified in the Purchase Order, Zoiper shall provide Client with a Production Version of the Customized Product:

8.14.1. In case of an explicit acceptance – within 10 (ten) business days as of the acceptance under item 8.12.1;

8.14.2. In case of a tacit acceptance (item 8.12.2 or 8.12.3) – within 1 (one) month after Licensor sends a written notice of its intent to provide a Production Version based on the respective tacitly accepted Test Version, unless another term is specified in writing by Licensor or is agreed in writing between the parties; or within 1 (one) month as of Client’s written request to receive the Production Version based on the respective tacitly accepted Test Version; whichever of the two events occurs earlier. If Client requests to receive a Production Version when more than 6 (six) months have passed after the tacit acceptance, Licensor may charge additional fees dependent on the necessity to introduce amendments due to the development of main software environment conditions for the Customized Product (e.g. OS updates).

8.15. When the Parties have agreed on the provision of an Upload Service Zoiper will upload the Production Version on the respective Third Party Platform(s) by logging in with the respective account credentials provided by Client, or by using the rights provided with an invitation to Zoiper’s own account. Client’s account credentials or, respective, the provided rights, will only be used for the purpose of providing the Upload Service. When Client’s account credentials are provided Client is obliged to change them immediately after being informed about the successful upload. Zoiper is not responsible for any actions performed with or through the respective account other than or after the provision of the Upload Service.

8.16. When Client has ordered Customization Service for Zoiper’s Products for more than one operating system the rules of this Agreement, including the terms for testing and the acceptance and payment rules, shall apply separately to the respective Customized Product for each operating system. Except when otherwise is provided in the Purchase Order, when a bulk price has been agreed for Customized Products for more than one operating system, the price will be considered equally distributed between the respective Customized Products.

9. Subscription-Based Customization Service
9.1. When explicitly provided in a Purchase Order or an Online Order a Customization Service may be provided under a subscription plan which may also include provision of Updated Versions, Support and/or other Services, as per Zoiper’s current commercial offer, against payment of an initial set-up fee and/or recurring fees for annual, monthly or other subscription periods. The provision of Updated Versions, Support and/or other Services will only be included in the subscription plan if this is explicitly noted in the Purchase Order or on the respective Website page for making an Online Order.

9.2. The Customization Service project flow described in Section 8 above and the other rules of these General Terms shall apply to the Subscription-Based Customization Services accordingly, as far as they do not contradict with the rules of this Section 9.

9.3. The basic structure and functionality of Customized Products provided under different subscription plans for Subscription-Based Customization Service will be determined by Zoiper. Zoiper has the right to make changes to these characteristics and introduce respective amendments to active Customized Products at any moment without Client’s consent or approval and without notification. Unless otherwise agreed, when ordering the Service Client is provided with the opportunity to choose among the currently offered options by informing Zoiper in writing at sales@zoiper.com or selecting and confirming respective options available on the Website interface.

9.4. The Subscription-Based Customization Service includes the right to receive Updated Versions of the Customized Product if and when made available by Zoiper during the maintenance and update cycle of the respective Product used as a basis for the Customized Product. Updated Versions will be sent to Client who will have the right to choose whether or not to make them available to their End-Users.

9.5. Production Version of the Customized Product under a Subscription-Based Customization Service will be provided within ten (10) business days after both of the following occur: (1) explicit or tacit acceptance as per item 8.12 above; and (2) payment of the first subscription fee.

9.6. The first subscription period starts on the date of payment of the first subscription fee. Client is obliged to pay following recurring subscription fees at latest on the last day of each respective pre-paid subscription period. The provision or non-provision by Client of the Customized Product to Client’s End-Users via Third-Party Platforms or otherwise shall not affect the obligation to pay the subscription fees, the term for their payment or their amount.

9.7. Price rates are based on cost structures and factors as known at the moment of presenting an offer, such as wages, social and tax expenses, duties, insurance premiums etc. Therefore, the amount of subscription fees may be changed from time to time unilaterally by Zoiper as required by changes in such factors and its current financial and business strategies. Amendments to subscription fees shall be notified to Client in advance and shall be applicable starting from the subscription period following the one during which notification was made, unless a longer transitive period is specified by Zoiper.

9.8. The subscription may be terminated under the following conditions and cases:

9.8.1. At any moment by Client by sending a written notice to Zoiper. In this case no refunds will be due for any unused rights until the end of the pre-paid subscription period.

9.8.2. In case of expiration of the prepaid subscription period without payment for a following period, the Customized Product may be deactivated on the 11th day following the end of the prepaid subscription period. On the previous day End-Users may receive a warning message to expect the suspending of the service within the next 24 hours. Client will have a final term of 10 days from the end of the subscription period to renew the subscription by paying for a next subscription period. When this term elapses without renewal, the subscription will be automatically terminated.

9.8.3. At any moment by Zoiper by sending a written notice to Client. In this case refund will be provided only in case of annual subscriptions and will be in the respective amount pertaining to the remaining full unused months until the end of the year. No refunds will be provided for unused subscription periods of less than one month under any subscription plan.

9.8.4. At any moment by Zoiper by sending a written notice to Client when Client has or is suspected to have committed a breach of the Agreement other than non-payment of due subscription fees. No refund(s) will be provided in such cases.

9.8.5. In other cases specified in these General Terms or in the law.

9.9. A terminated subscription may be renewed after payment of a new set-up fee and respective subscription fee under the then-current pricing and other conditions offered by Zoiper. Zoiper is under no obligation to renew terminated subscriptions.

9.10. When the subscription is terminated Client’s Distribution License for the Customized Product will be immediately and automatically terminated and all rights included in it will be returned to Zoiper. Client will be obliged to immediately cease the provision of the Customized Product to any End-Users. Zoiper will have the right to stop, modify or limit the provision of the Customized Product to End-Users, including to continue its provision via Third-Party Platforms and in combination with Zoiper’s or any third party’s services, as well as to introduce amendments to it. Client will have the right to request the ceasing of further such provision of the Customized Product to new End-Users.

10. Updates Services
10.1. Zoiper, as per Zoiper’s sole discretion, may develop and make available to Client, other clients or its End-Users Updated Versions of its Products. For the avoidance of doubt, Zoiper reserves the right to stop supporting and developing updates, bug-fixes etc. for any version of any Product, including Products used as basis for the provision of a Customization Service.

10.2. Clients and End-Users can receive released Updated Versions of Products by using the normal functionality for updating of applications of their mobile operating system, or, respectively, by following the steps described when prompted with an update message by their Product for a desktop operating system. Except in the cases of item 10.5 below and unless otherwise is explicitly announced Updated Versions of Zoiper’s own Products will be provided free of charge. Zoiper reserves the right to charge for provision of Updated Versions of Zoiper’s Products for desktop operating systems starting one year or another expressly specified term after the purchase.

10.3. Clients using Customization Services shall have the right to receive any Updated Version of their own Customized Product(s) under the following conditions:

10.3.1. A respective Updated Version of the Product used as a basis for their Customized Product has been developed and officially made available (released) to Zoiper’s clients and/or own End-Users;

10.3.2. Client has filed a written request to receive an Updated Version of its own Customized Product within 3 (three) months after the respective release;

10.3.3. The requested Updated Version of the Customized Product is the latest Updated Version made available by Zoiper and it has not already been provided to Client;

10.3.4. Client has signed Purchase Order(s) or, where applicable, filed an Online Order for the provision of the respective number of Updated Versions and has paid all relevant fees in full and within the specified terms.

10.4. Zoiper shall only have an obligation to provide Client with an Updated Version of its Customized Product if all of the above listed conditions and any other relevant conditions ensuing from the Agreement, are fully and precisely met.

10.5. The right to receive Updated Versions under this Section 10 shall only pertain to Updated Versions which do not include new features or include new features that Zoiper decides to make available without additional payments. Updated Versions which include additional paid features may only be provided after reaching an agreement and payment of the respective fees set by Zoiper for those features.

10.6. When all conditions for receiving of an Updated Version of the Customized Product are met, it shall be provided within 60 (sixty) days as of receiving the written request by Zoiper. The provided Updated Version shall substitute entirely the previous version of the Customized Product as an object of rights and obligations under the Agreement.

10.7. The right to receive Updated Version(s) of a Customized Product is dependent upon prior payment of an annual update subscription fee to the amount and within the terms provided in the respective Purchase Order.

10.8. Unless otherwise provided in the Purchase Order, the annual update subscription fee includes the right to receive 1 (one) free Updated Version(s) of the Customized Product per each one-year period calculated as of the date of provision of the Production Version of the respective Customized Product. For each additional Updated Version requested during the same period Client shall pay a one-time additional update fee to the amount and within the terms specified in the Purchase Order or additionally agreed between the Parties.

10.9. Unless otherwise provided, if any of the annual update subscription fees is not paid in full within its respective term, the right of Client to receive Updated Versions shall be automatically suspended with the elapse of that term. Client will have a final term of 14 days from the moment of suspending of the subscription to renew it by paying for a next subscription period. When this term elapses without renewal, the subscription will be automatically terminated. A terminated updates subscription may be renewed after payment of all late fees in full together with the respective legal interest accrued over the period of delay and a reinstatement fee under the then-current pricing conditions of Licensor. Licensor is under no obligation to renew terminated subscriptions.

10.10. Any unused rights to receive Updated Versions of Customized Products shall automatically expire with the elapse of the respective one-year period and shall not be usable in following subscription periods. Unused rights to receive Updated Versions of Zoiper’s own Products expire upon release of the following Updated Version of the same Product. All unused rights to receive Updated Versions expire upon discontinuation of the respective Product. No refunds or other compensation shall be due for any unused rights.

10.11. Zoiper shall publish official notices of the official release of Updated Versions of its Products on its website and/or other distribution channels, such as mobile app stores etc., or inform Client in another appropriate way chosen by Zoiper, and shall not be obliged to otherwise inform Client of such events. It is Client’s own responsibility to check Zoiper’s website and/or other distribution channels in order to receive information of such Updated Versions.

10.12. Client acknowledges that any Updated Version released by Zoiper may be necessary for the proper operation of the respective Product and, respectively, the Customized Product, and therefore Zoiper gives no warranty and may refuse to support and maintain outdated versions of the respective Product or Customized Product or to provide Services pertaining thereto if Client does not fulfill its obligations or exercise its respective rights for receiving of Updated Versions.

11. Support Services
11.1. Scope and Payment

11.1.1. Zoiper provides different types and levels of Support Services, as described in this Section 11. Each Support Service level includes only the rights and Services explicitly described or referred to in its description and does not include any other Services. In case of doubt or arguments the respective Service coverage description shall be interpreted restrictively.

11.1.2. Zoiper shall provide to Client only the Services included in the support Service level and only for the respective Product, Customized Product or a respective Updated Version thereof for which Client has paid the respective fees (hereinafter: “Supported Product”).

11.1.3. Unless otherwise agreed, Zoiper shall provide Support Services after receiving of full payment for at least one stack of 8 (eight) working hours of Support Service provision for the respective support level, and only within the respective time limitations for which it is paid. Additional support hour stacks may be purchased under the conditions specified in the respective Purchase Order by contacting sales@zoiper.com, or via another communication medium determined and/or provided by Zoiper. Any rights to receive Support Service which have not been used within 1 (one) year as of their purchase shall automatically expire with the elapse of this term. No refunds or other compensation shall be due for any unused rights.

11.1.4. When explicitly agreed, Support Services may also be provided on the basis of a monthly or annual pre-paid subscription. The number of working hours and/or support cases per subscription period will be limited to the explicitly agreed between the parties. Any rights to receive Support Service which have not been used within the respective subscription period shall automatically expire with the elapse of the period and shall not be transferrable to following periods. The rules of items 9.6 to 9.9 above shall apply respectively.

11.1.5. Notwithstanding explicitly described exceptions, the Support Service shall not apply to any version of a Product or Customized Product that has been modified by a party other than Zoiper; on-site support; system design, architecture or implementation; network design or architecture; configuring systems for clustering, redundancy or backup; configuring or assisting in the setup of the Supported Product(s) to perform calls to emergency Services; or any custom development Services.

11.2. Using

11.2.1. Services related to addressing specific issues experienced by Client shall be provided after receiving an explicit support request (ticket) via Zoiper’s electronic communication platform accessible at the following address: https://www.zoiper.com/en/contact, or via another communication medium determined and/or provided by Zoiper. Zoiper reserves the right to reject any support request which is not filed via the respective medium.

11.2.2. All support requests must be accompanied with all information which, as per Zoiper’s professional opinion, is necessary to understand and address the issue, as well as any other information Client finds relevant to the issue. For this purpose Zoiper may, but is not obliged to, provide a designated blank form. When such a form is provided by Zoiper the support request will be valid only if it is filed by correctly filling in that form. The receipt of the filled in form shall not hinder Zoiper from requesting additional information it finds necessary. All requested information shall be provided by Client within 3 (three) business days of the request, unless another term is agreed in writing.

11.2.3. After the initial review of the case Zoiper may request additional information which, as per Zoiper’s professional opinion, is necessary to understand and address the reported issue. Unless a longer term is explicitly provided by Zoiper, information under the previous sentence must be provided within 3 (three) business days after the Zoiper’s request.

11.2.4. All information related to one reported issue must be provided within one communication thread in Zoiper’s electronic communication platform.

11.2.5. Zoiper reserves the right not to address any support request for which any part of the required information has not been provided within the respective term or has not been provided via the correct communication thread for the respective support request, or to address such support requests without consideration of the lacking or wrongfully provided information.

11.2.6. The provision of Support Services shall be performed in pre-scheduled time convenient for both Parties and only during Zoiper’s standard business hours: the period between 11:00 to 19:00 GMT +3 /+2 depending on the current GMT in Bulgaria, on the days from Monday to Friday of each week, except for the official non-working days in the Republic of Bulgaria announced with a legislative act.

11.2.7. All support requests shall be considered finally resolved in the following cases:

11.2.7.1. Client has confirmed the issue is resolved;

11.2.7.2. Zoiper has performed all actions provided for the respective support level and they were not sufficient to resolve the issue;

11.2.7.3. Any requested information or action has not been provided by Client for a term longer than 1 (one) week as of the request for it, unless another term had been agreed in writing prior to the delay;

11.2.7.4. Zoiper has provided assistance and/or information considered by its experts as sufficient to meet Client’s request, and Client has not requested further assistance and/or information on the matter for a term longer than 1 (one) week as of the last communication from Zoiper.

11.2.8. Support Services which do not involve the addressing of a specific issue by Zoiper shall be used via the means described in the respective section of this Section 11, the Website, or other suitable media.

11.3. Support Levels Description

11.3.1. The following Support Services are included in the Tier 1 support level:

11.3.1.1. Assistance and answers to questions related to the standard process for installation and configuration;

11.3.1.2. Basic troubleshooting, including only identifying of the presence of known issues an provision of already developed workarounds for them;

11.3.1.3. Assistance and answers to questions related to the standard availability, functionality and use of the features of the Supported Product;

11.3.1.4. Assistance and answers to questions related to the conditions for licensing, license exhaustion, purchasing and re-setting.

11.3.2. For the avoidance of doubt, Support Services provided under the Level 1 Support Service level do not include any custom development Services, engineering support, protocol level support or any other support Services which are not explicitly noted as applicable for this support level.

11.3.3. The following Support Services are included in the Tier 2 support level:

11.3.3.1. all Support Services included in the Tier 1 support level;

11.3.3.2. Remote assistance with the troubleshooting for the Supported Product at protocol level. This includes performance of diagnostics of reported issues by gathering and analyzing packet captures and debug logs from processes and signaling involving the operation of the Supported Product in Client’s and/or third party’s data networks and hardware (e.g. routers, mobile phones, personal computers etc.);

11.3.3.3. Provision of information about the results of the performed diagnostics;

11.3.3.4. Depending on the results of the diagnostics and only on Zoiper’s own discretion – provision of professional suggestions for introducing of network and/or hardware changes for the purpose of achieving interoperability with the Supported Product by implementing a workaround for the respective issue on client or server side;

11.3.3.5. Depending on the results of the diagnostics, severity of the reported issue and number of affected End-Users, and in any case only on Zoiper’s own discretion – development of a bug fix for the Supported Product.

11.3.4. For the avoidance of doubt, Support Services provided under the Tier 2 support level do not include and do not give rise to any obligations for Zoiper to perform custom development, resolve bugs in the Supported Product, provide network configuration and/or design assistance Services, provide workarounds for issues not related to the operation of the Supported Product, provide engineering support, or to provide any other support Service(s) which are not explicitly noted as applicable for this support level.

11.3.5. The following Support Services are included in the Tier 3 support level:

11.3.5.1. all Support Services included in the Tier 2 support level;

11.3.5.2. software development Services for the purpose of attempting to correct bugs and/or to resolve specific issues pertaining to deviations from the intended operation and performance of the Supported Product;

11.3.5.3. software development Services and professional assistance and advice aimed at resolving interoperability problems, achieving interoperability improvements or provision of workarounds.

11.3.6. The performance of these Services shall have high priority in Zoiper’s internal task handling procedures, however, it will still be dependent upon the current availability and overall workload of Zoiper’s staff. The provision of the results of the performance of the Services under this item shall be carried out by providing a special Updated Version of the Supported Product, which is not subject to the conditions of Section 10.

11.3.7. For the avoidance of doubt, Support Services provided under the Tier 3 support level do not include and do not give rise to any obligations for Zoiper to perform custom development for the purpose of feature development or modification or introducing of other changes in the Supported Product, provide network configuration and/or design assistance Services, provide workarounds for issues not related to the operation of the Supported Product, or to provide any other support Service(s) which are not explicitly noted as applicable for this support level.

12. Confidentiality
12.1. Client acknowledges that all Product(s) and all other technical and/or commercial information which is not in the public domain and has been obtained by Client in the course of negotiations for or execution of the Agreement are regarded by Zoiper as confidential. Such information will be treated according to a separate non-disclosure agreement between the Parties, if any, these General Terms, goodwill and commercial ethics principles. In case of conflict between the separate non-disclosure agreement and these General Terms, the rules of the non-disclosure agreement will prevail.

12.2. Client is obliged to take all reasonable measures to protect all confidential information including any Product documentation, example source code, activation credentials or other confidential information, by using the same degree of care that Client protects its own confidential information, but not less than a commercially reasonable degree of care under the circumstances. Such information must not be disclosed to any third party and may be used by Client solely for the purpose of exercising Client’s rights and obligations under the Agreement. Disclosure of confidential information is only allowed to (1) Client’s officers and employee only as far as it is necessary for the purpose of the Agreement and after ensuring their compliance with at least the same level of confidentiality obligations, as well as (2) when required by applicable law, after informing Zoiper and taking all legally available measures aiming at preventing the disclosure.

12.3. Any press release or publication by Client regarding the existence of the Agreement is subject to prior review and written approval by Zoiper.

12.4. The obligations of confidentiality shall not apply to information which has entered the public domain except where such entry is the result of a breach of the Agreement between the Parties.

13. Other Rights and Obligations of the Parties
13.1. Client shall be free to choose and manage its own marketing and business strategy independently of Zoiper, including to determine the prices of its own products and/or services for which the Product or Customized Product might or might not be used alone or together with other products and/or services of Client. In any case, however, neither the rule of the previous sentence, nor anything else in the Agreement shall be interpreted as allowing in any way Client to carry out any activities competitive to Zoiper’s own activities.

13.2. Nothing in the present Agreement shall be construed as setting any conditions, including, but not limited to terms and prices, or limiting in any way the Zoiper’s right to market, distribute or provide any version of any Product and/or any Service to any persons, including End-Users, or to grant to any third party the same or similar rights as those provided to Client, or to conclude with third parties agreements identical or similar to the Agreement with Client, for any territory or for any period of time.

13.3. Client shall not represent itself or its employees as Zoiper or agents or employees of Zoiper. The Agreement between the Parties will not create a joint venture, co-ownership, partnership, employment or agency relationship between the Parties or any employment or other relationship between Client and any of Zoiper’s employees.

13.4. Unless otherwise expressly provided the Product or Customized Product may only be used for civil purposes and must not be used directly or indirectly for any military purpose.

13.5. Client is obliged to ensure that all third parties, including End-Users, to whom it provides the Customized Product or any Service or product which incorporates it shall have executed or shall execute appropriate written agreements with Client sufficient for them to comply with all the provisions of the Agreement.

13.6. Zoiper has the right to refuse performance if Client has not fulfilled any condition provided for beginning of the provision of the respective Product(s) and/or Service(s) or other obligation of Client under the Agreement, as well as when Client requests the provision of Product(s) or Service(s) outside the scope of or deviating from those explicitly provided in an Online Order or a signed Purchase Order or any appendices thereto.

14. Intellectual property
14.1. All intellectual property rights over the Product and Customized Product arise as and remain exclusive property of Zoiper or Zoiper’s respective licensors. Notwithstanding the imperative rules of the law, except for the rights expressly provided in the Agreement and as per its limitations, Zoiper does not provide, and neither Client, nor any End-User shall have any other intellectual property rights or any other rights over the Product or Customized Product.

14.2. Clients are provided with Licenses as follows below. Unless otherwise agreed in writing, and on condition that all remunerations currently due by Client have been paid, the rights included in each License shall arise for Client at the moment of receiving the respective Product or Production Version of a Customized Product.

14.2.1. Client is provided with a Distribution License for the respective Product or Customized Product they purchased for the number of End-Users (copies of the Product or Customized Product) specified in their respective Purchase Order or Online Order; or

14.2.2. When Client is a Consumer, Client receives an End-Point License for each purchased copy of the respective Product(s). No Distribution License is provided in these cases;

14.2.3. When Client has requested and been provided with a free version of a Product Client receives a Free License for each downloaded copy of the respective Product(s).

14.3. An End-Point License is used with its initial installation on a device. Consecutive installations, including on the same device, may require additional End-Point License(s) due to specific operating system limitations.

14.4. Products may contain software components (including open source software) distributed by third parties under respective licensing agreements, which may contain terms that expand or limit rights to use certain portions of the respective Product(s). The use, reproduction and distribution of such components are governed solely by their respective licensing terms. Client shall not remove, obscure or alter and shall ensure the presence of any and all current copyright and trademark notices contained in any Product or Customized Product, including by updating the Product and/or Customized Product as necessary.

14.5. Client provides Zoiper with a world-wide non-exclusive, non-transferable and non-assignable, in whole or in part, right to use any Client’s trademarks and logos for the sole purpose of reference provision, including for publishing of information about the existence of the Agreement and the provision of the Products and Services under particular Clients’ projects. The rights under the previous sentence shall not be exercised if Client explicitly objects to this prior to the use, for each separate project. In addition, Client provides to Zoiper a world-wide non-exclusive right to use any trademarks, logos, texts, images, sounds, media and/or other objects of intellectual property rights that have been provided by Client to Zoiper, for the purpose of exercising and fulfilling of all Zoiper’s rights and obligations under the Agreement and the respective Purchase Orders, including, when necessary for this purpose, to transfer this right in whole or in part. Each Party declares that it has the right to provide the rights under this item 14.5 to the other for the cited purposes and shall defend, indemnify and hold it and all third parties harmless of any claim, loss, cost, liability, damage or expense, including attorney’s fees, which might arise or be claimed against them with regard to the actual or claimed untruthfulness of this declaration.

14.6. The intellectual property rights in any materials, trademarks, logos and any other materials available on the Website arise as and remain exclusive property of Zoiper or Zoiper’s respective licensors. Neither Client, nor any End-User is granted any right in any such materials except the rights necessary to use the information society services made available through the Website, including the right to access, download, display and print the contents and functionality on any single computer only for Client’s internal and/or personal use, without the right to modify the contents of the Website in any way and under the condition to display all respective copyright and other proprietary notices. Apart from this Client may not reproduce, modify, distribute, transmit, post or disclose any contents of materials available on the Website without Zoiper’s prior written permission. Zoiper and Zoiper’s licensors make no warranties as to the adequacy and ownership of the contents of the Website.

14.7. By posting any content on the Community forum platform, Client provides Zoiper with a non-exclusive royalty-free world-wide right for the term of existence of the respective intellectual property right over the content to publish and distribute this content via the Website to an unlimited number of other clients of Zoiper and provide each of them with the right to use this content as provided in these General Terms. Client declares that Client has the right to provide the rights under this item 14.7 to Zoiper for the cited purposes and that all content published by Client is lawfully obtained and does not breach any applicable law, these General Terms or relevant ethical rules. Client shall defend, indemnify and hold Zoiper and all third parties harmless of any claim, loss, cost, liability, damage or expense, including attorney’s fees, which might arise or be claimed against them with regard to the actual or claimed untruthfulness of this declaration.

14.8. Notwithstanding the imperative rules of the law Client agrees that it shall not cause or permit the disassembly, de-compilation or reverse engineering of any part of the Product or Customized Product and that if Client needs information about the software used in the Product or Customized Product in order to achieve interoperability of an independently created software program with the Product or Customized Product, Client will request such information from Zoiper at least 20 (twenty) business days before exercising any related rights provided by applicable law. Zoiper may charge Client a reasonable fee for the provision of such information.

14.9. In case of copying, reproduction or other use of the Product or the Customized Product or any parts of them other than the use expressly allowed under the Agreement, as well as in case of any other violation of intellectual property rights belonging to Zoiper, or violation of its obligations to protect confidential information arising out of applicable legislation or an agreement concluded between the Parties, Client shall owe to Zoiper a penalty of EUR 50 000 for each separate violation. Zoiper retains the right to claim full compensation for damages and lost profits reaching greater amounts, as well as to receive injunctive relief. This clause applies to violations performed by Client, any of its End-Users, or any other party for whose actions Client is responsible.

14.10. Client shall defend, indemnify and hold Zoiper and all third parties harmless of any claim, loss, cost, liability, damage or expense, including attorney’s fees, which might arise or be claimed against them by any third party with regard to any actual or claimed violation of that party’s intellectual property rights arising with regards to the use of intellectual property objects provided by Client to Zoiper for the purpose of performing Zoiper’s obligations under the Agreement.

14.11. To the extent of Zoiper’s best knowledge acquired by commercially reasonable efforts and in good faith, the use of the Customized Product as provided and allowed herein shall not infringe any third party’s rights, including patent and other intellectual property rights. Licensor does not warrant that the use of the Product or the Customized Product in combination with any other product(s), or its use in the operation of any process will not infringe or be claimed to infringe any patent or other intellectual rights of third parties. Client assumes all risks of intellectual property infringement associated any such use, combination, or operation.

15. Liability
15.1. Client understands and accepts that Zoiper provides all Products and Services on an “as is” basis. Except as explicitly provided in the Agreement or required by law, Zoiper hereby expressly disclaims any representations, warranties, conditions, endorsements or guarantees of any kind – either express or implied, including without limitation any conditions of quality, performance, results, fitness for a particular purpose, including for the purpose of fulfilling legal or regulatory requirements pertaining to Client’s or third parties’ services and for the purpose of High Risk Activities, merchantability, merchantable quality, durability, title, non-infringement of patents or other intellectual property rights, arising out of or related to the Agreement, any appendices to it or any other related document or correspondence or arising by statute or otherwise in law. No advice or information provided by Zoiper or its employees or available on the Website creates any warranty not expressly stated herein and no other text herein overrides or limits in any way the liability limitations contained in this Section 15. Nothing in these General Terms will exclude or limit Zoiper’s liability for gross negligence, intentional misconduct and fraud, including when this causes death or personal injury.

15.2. Zoiper shall provide the Services in a workmanlike manner consistent with industry standards. Client must notify Zoiper promptly, but no later than the acceptance of each relevant Customized Product, of any claimed breach of this warranty. Client’s sole and exclusive remedy for breach of this warranty shall be, at Zoiper’s option, re-performance of the Services, or return of the fees paid by Client for such non-conforming Service.

15.3. Customization Services may be provided by Zoiper on the basis of the latest and most up-to-date version of the Product as of the moment of the performance of the modifications. Any deviations from the description of the modifications and/or features provided in the Agreement and/or the respective appendices to it due to the release of a more recent version of the Product after their signing shall not be considered a violation of Zoiper’s obligations under the Agreement and shall not be subject to Client’s approval. Zoiper shall not be obliged to inform Client of such deviations.

15.4. Zoiper shall not be liable for any delay or failure in performance due to events outside Zoiper’s reasonable control, including legally defined cases of force majeure, as well as all other external causes which cannot be influenced by Zoiper, including without limitation war, riots, civil or military insurrection and political coups; natural disasters such as earthquakes, fire, storms or floods; governmental acts and omissions; terrorism and sabotage; labor disputes; industry-wide shortages of supplies; delays in common carriers; epidemics. All terms pertaining to Zoiper’s rights and obligations under the Agreement will be extended for a period equal to the period during which an event under this item influenced Zoiper’s performance.

15.5. Except in the case of item 15.4 above, if Zoiper does not provide the customization Service under a Purchase Order as per the timeframe and conditions thereunder, and only if Zoiper does not provide a remedy plan within 10 (ten) business days following Client’s written notice of such breach, Client is entitled to a refund for the portion of the Service that has not been provided. For the avoidance of doubt, the Parties agree that partial non-performance under the previous sentence will not be ground for termination of the entire Agreement or refund of amounts greater than those already paid for the non-provided portion of the service.

15.6. In case of Zoiper’s failure to provide services included in a Subscription-Based Customization Service for a certain period of time during an active subscription, Zoiper will owe a refund calculated as a part of the subscription fee paid for the whole subscription period corresponding to the number of days of the same period when the service was not available. This refund will be capped to an amount corresponding one month on the subscription and will not pertain to and be due for interruptions in any auxiliary service under item 1.15.1.

15.7. To the maximum extent permitted by the applicable law Zoiper shall not be liable to Client or its End-Users: (1) for direct and indirect (similar, special, consequential or incidental) damages or losses, including without limitation loss of profit, opportunity, revenue, production, business, business savings, business goodwill, reputation, data or fees, (2) for expenses of any kind or nature, including without limitation expenses for any kind of legal services or representation and court fees, and (3) for any obligations or liabilities arising for Client including without limitation patent infringement and product liability, Client’s obligation to compensate any End-User or other third party; when the damages, losses, expenses, obligations or liabilities have arisen out of the provision, or of the inability to provide, the respective Product, Service or Customized Product or out of any deviation provided for under item 15.2 or 15.3 above, even if Zoiper has been advised of the possibility of such damages, losses, expenses, obligations or liabilities. In any case Zoiper’s responsibility and/or liability shall be limited to the amounts paid by Client to Zoiper for the particular Products and/or Services with regard to which Zoiper’s responsibility and/or liability has arisen. No refunds shall be granted except in the cases explicitly provided in these General Terms, and all such cases shall be interpreted restrictively.

15.8. The use of Zoiper’s Products and most of its Services, including the use of the Website, is only possible via an internet connection and respective electronic equipment. Zoiper is not responsible for and has no participation in the provision of these conditions or any expenses related thereto. Therefore, while Zoiper strives to keep the Website and its Products and Services constantly available, Zoiper cannot control the occurrence of occasional disruptions and is not be liable for any losses or other negative consequences arising as a result thereof.

15.9. By following hyperlinks available on the Website Client may access third party websites outside the control of Zoiper. Client understands and agrees that such websites are operated by the respective third parties and their use may be subject to rules different from these General Terms, including from Zoiper’s Privacy Policy. Zoiper therefore makes no warranties or representations, express or implied, and accepts no liability for any damage or loss related to any such websites, the rules applicable for their use, their content and availability, or the suitability, quality and availability of any products, information or services provided or described on them.

15.10. Text and other materials available of the Website may contain technical, typographical and other inaccuracies and errors. All content and functionality on the website, and all advice or other information provided by Zoiper are provided “as is”, do not create any warranties or representations of guaranties of any kind, and are subject to the rules of items 15.1 and 15.7 above.

15.11. The Product is not fault-tolerant and is not designed, manufactured or intended for any use requiring fail-safe performance in which the failure of a product could lead to death, serious personal injury, severe physical or environmental damage (“High Risk Activities”). This includes the operation of aircraft or nuclear facilities, emergency response and other similar activities. Client agrees that any use or licensing the use of any Product or Customized Product in connection with any High Risk Activities shall be entirely at Client’s own risk and responsibility.

15.12. The Product is registered with the Bureau of Industry and Security at the U.S. Department of Commerce as a mass market encryption item, in particular “a softphone client with the possibility of encrypted communications with other softphone users”. Client is advised that the use of encryption in the Customized Product may give rise to certain legal obligations for Client with regard US export or other legislation, if applicable. Client represents that to the best of Client’s knowledge, Client is eligible to receive the respective Product or Customized Product and Client shall not directly or indirectly export, re-export, import or transmit any Product or Customized Product contrary to any applicable laws and regulations. Client is solely responsible for achieving compliance with any legal requirements related to the Customized Product. Any duty, tax, levy or fee related directly or indirectly to the export, re-export, import or transmission of the Product or Customized product by Client, shall be borne and paid by Client.

15.13. Some of the Licenses provided by Zoiper allow our Clients to purchase multiple copies of our Products for use by their own clients or by other End-Users who are not our Clients or our direct Clients. Client declares that before Client uses such a Service Client will have executed or will have ensured the execution of respective agreements with the respective End-Users allowing the gathering and processing of their Personal Data under the conditions of Zoiper’s Privacy Policy as far as it is necessary for the provision of Zoiper’s Products and/or Services to Client. Client shall bear full responsibility for the truthfulness of this declaration and shall defend, indemnify and hold Zoiper and all third parties harmless of any claim, loss, cost, liability, damage or expense, including attorney’s fees, which might arise or be claimed against them with regard to the actual or claimed untruthfulness thereof.

15.14. Client shall not use or allow the use of any Product(s) and/or Service(s) in breach of the Agreement or any applicable legislation and ethics. Any actual, claimed or suspected breach of this clause may lead to immediate termination of the Agreement by Zoiper, discontinuation of the access to and provision of any Product(s) or Service(s) to Client, and/or informing competent authorities of any suspected illegal activities.

16. Termination of the Agreement
16.1. The Agreement shall enter into force on the date of acceptance of these General Terms of Service as described in item 2.1 above.

16.2. Unless otherwise provided the Agreement will be terminated in the following cases:

16.2.1. by mutual agreement of the Parties;

16.2.2. unilaterally by Client in one of the following ways, depending of the Product(s) and/or Service(s) used: (1) by deleting any and all copies of any Product and/or Customized Product in Client’s possession or control; or (2) by discontinuing their access to and browsing of the Website; or (3) by requesting deactivation of their Community forum account under the conditions of item 5.9 above;

16.2.3. unilaterally by Zoiper by written notice with immediate effect in case of delay of any due payment by more than 10 (ten) business days;

16.2.4. unilaterally by Zoiper by written notice with immediate effect in case of an event under item 14.9 of these General Terms;

16.2.5. unilaterally by either Party with a written notice to the other with immediate effect if either Party becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits an appointment of a receiver for its business or assets, becomes subject to any proceedings under any bankruptcy or insolvency law, or is liquidated, voluntarily or otherwise;

16.2.6. in other cases provided for in the Agreement or in the law.

16.3. Upon termination Client shall destroy all copies of the Product and Customized Product(s) in Client’s possession and/or control.

16.4. Client’s rights ensuing from the Distribution License or End-Point License for any version of a Product or Customized Product, as well as rights to receive any other Services under the Agreement, if any such rights have arisen, shall automatically expire with the termination of the Agreement. All rights of Zoiper to receive payments under the Agreement which have already arisen at the moment of its termination, shall remain in full force and effect.

16.5. Upon termination of the Agreement Client shall immediately return to Zoiper all confidential information in Client’s possession or control.

17. General terms
17.1. Neither Party is entitled to transfer its rights and obligations ensuing from the Agreement, including individual Purchase Orders, without the written consent of the other Party.

17.2. As of the moment of acceptance of these General Terms under item 2.1 above the Agreement shall constitute the entire agreement between the Parties and shall supersede any and all previous agreements between them with the exception of specialized mutual non-disclosure agreements. Amendments to the Agreement shall be possible only in the following ways:

17.2.1. By signing of additional Purchase Order(s) or other additional written agreement between the Parties; or

17.2.2. By placing of additional Online Order(s) by Client using the Website functionality provided for this purpose; or

17.2.3. By amendment of these General Terms as provided below.

17.3. These General Terms may be amended by Zoiper at any moment which will be notified to Client by publishing of the updated General Terms on Website and/or by sending a message to the email address specified by Client. In such cases Clients who are Consumers will have the right to withdraw from the Agreement within one month of the notification. If within this term the respective Consumer does not declare that they reject the changes to these General Terms they will be bound by the new conditions of the Agreement. If the respective Consumer declares rejection of the amendments by sending a message by registered mail to Zoiper’s registered address: 11 Gen. Ivan Kolev Str., 1407 Sofia, Bulgaria, or by e-mail to the following mailing address: legal@zoiper.com. The Agreement will be terminated immediately upon receipt of the statement for rejection by registered mail, or upon confirmation by Zoiper of the receipt of the e-mail. Clients who do not have an account and use only Services under item 5.1 above may express their disagreement with amendments to these General Terms by discontinuing the use of the respective Services.

17.4. Failure or delay by either Party to exercise or enforce fully or partially any of its rights under the Agreement will not be considered a waiver of that Party’s rights and shall not preclude any further exercise of the same other rights of the Party following from the Agreement or from applicable law.

17.5. All notices, requests and other communication provided for in the Agreement shall be made in writing to the registered addresses of the Parties provided in the beginning of the most recent Purchase Order signed between them, or to the respective other address(es) expressly specified by either Party in writing as its contact address.

17.6. Each Party shall inform the other immediately in case of change of its address or e-mail for correspondence. Any notices sent to a non-current address or e-mail the change of which has not been notified to the other Party shall be considered validly delivered.

17.7. This Agreement shall be governed by the law of Bulgaria without application of its conflict of law rules. The Agreement is concluded in English language.

17.8. Any disputes arising out of or with regard to the Agreement, including any Purchase Order or Online Order, shall be solved via amicable negotiations. If no agreement can be reached in this way, the dispute shall be resolved by the competent Bulgarian court in Sofia.

17.9. If any provision hereof is declared invalid by the court, such provision will be ineffective only to the extent of such invalidity, so that the remainder of that provision and all remaining provisions of the Agreement will continue to be in full force and effect.

These General Terms have been adopted and published on 04.04.2018 and updated on 09.08.2018. The text of these General Terms is subject to copyright by Securax EOOD and cannot be used or reproduced without the latter’s prior written consent.