Terms and conditions - Evniverse LMS

Please read carefully these Terms and Conditions for Software as a Service (“Agreement”) before using the services provided by our Evniverse LMS learning management system and related services provided by our company Evnisoft Ltd (“Supplier” as defined below). By using this website and the services, you agree to be legally bound by the terms and conditions of this Agreement on behalf of yourself or the organization, company, or entity you represent as a customer (“Customer” or “you”). You also confirm that you have the authority to bind the Customer to this Agreement. If you lack such authority or do not agree to all the terms and conditions of this Agreement, you must not accept it, and you will not have the right to use the services offered by the Supplier. The use of “bots” or other automated methods for registration is not allowed. Supplier’s acceptance is explicitly dependent on your agreement to all the terms and conditions outlined in this Agreement, to the exclusion of any other terms. If this Agreement is considered an offer by the Supplier, acceptance is strictly limited to this Agreement.

1. Agreement Definitions

“Affiliate” refers to any organization that is directly or indirectly controlled by, controls, or is under common control with another party. In this context, “control” means having the authority to direct or influence the management or policies of such an entity, whether through beneficial ownership of voting securities, contractual arrangements, or any other means.

“Authorized User” denotes an individual, such as an employee, contractor, agent, or any other person authorized by the Customer, including Customer’s Affiliates, to access and utilize the Services through the Customer’s account for the specific purpose outlined in this Agreement.

“Customer Delivered Course” signifies a course that the Customer provides, presents, or administers to Authorized Users through the Services.

“Documentation” refers to the user guides, online help, training materials, and any other documentation provided to the Customer for the purpose of guiding them in using the Services.

“Effective Date” refers to the initial date when the Customer accesses the Services.

“LMS Services” encompasses the services and materials related to organizing and delivering online courses to Authorized Users. This includes the Supplier’s proprietary course content.

“Order” refers to a document for placing an order that is mutually agreed upon by the Supplier and the Customer.

“Portal” denotes the specific website address assigned or designated by the Supplier to the Customer, which allows access to the Services.

“Services” refer to the learning management solution service provided by the Supplier, which is hosted on the internet and accessible through the Portal. This service is known as Evniverse LMS and is made available to the Customer. 

“Supplier” refers to Evnisoft Ltd, a company based in 1574 Sofia, Bulgaria, with its registered office in Hristo Smirnenski District, bl. 46A, entr. A, floor 8.

2. Overview Of Services

The Supplier offers the main component as part of the Services: the LMS Services. Additionally, the Supplier may periodically provide additional content or features to enhance the Services.

3. Access Rights

3.1. LMS Services 

Provided that the Customer complies with the terms and conditions outlined in this agreement, the Supplier grants the Customer a limited, non-exclusive, non-assignable right to access and utilize the LMS Services. This right is solely for the Customer’s internal business operations and is subject to the maximum number of Authorized Users specified in the applicable Order or Customer’s account during the term of the relevant Subscription (as defined in Section 7.3). 

The Customer has the option to choose between different pricing plans, including a Subscription. If a Subscription is purchased, the Supplier will make commercially reasonable efforts to provide access to the Services. Unless the Customer’s pricing plan, as specified in the relevant Order, defines something else, technical support will be available solely via email.

4. Users

4.1. Registration

To access certain parts of the Services, the Customer is required to register an account. During the account registration process, the Customer agrees to provide accurate information and always maintain its accuracy and currency. The Customer is prohibited from sharing passwords, authentication credentials, or any other means of account access with any third party, except for Authorized Users. If the Customer suspects their account is no longer secure, it is imperative to promptly notify the Provider in case of emergencies by emailing contact@evnisoft.com.

4.2. User Subscriptions

The Customer is allowed to authorize a maximum number of current Authorized Users to access and use the Services simultaneously. This number should not exceed the maximum number of user subscriptions purchased by the Customer under the Order or elected plan (unless explicitly specified otherwise in the Customer’s chosen plan). Each user subscription corresponds to a unique Authorized User who will subscribe to, access, and use the Services through password-protected access to the Portal. Each Authorized User is responsible for maintaining the security of their account and password. Sharing a single login among multiple Authorized Users is not permitted.

The Customer must make reasonable efforts to prevent unauthorized access to or use of, the Services and/or the Documentation.

4.3. Customer-Delivered Courses

The Customer has the option to charge Authorized Users for accessing a Customer Delivered Course. The Customer assumes full responsibility for the administration and operation of each Customer Delivered Course. Additionally, the Supplier bears no responsibility for (a) the support provided to Authorized Users participating in a Customer Delivered Course, (b) ensuring that Customer Delivered Courses do not violate or infringe upon the intellectual property rights of third parties, and (c) ensuring that Customer Delivered Courses are not offensive, profane, obscene, libelous, or otherwise illegal.

4.4. Agreements

The Customer may include a separate end-user license agreement (“EULA”) that governs the relationship between the Customer and Authorized Users regarding their access to the Services, including Customer Delivered Courses. Any applicable EULA is solely between the Customer and the Authorized User. The Supplier holds no responsibility and has no liability under any EULA. The EULA must contain legally enforceable provisions that obtain all necessary licenses, rights, consents, and permissions from each Authorized User. It should also comply with the terms, restrictions, and conditions stated in this Agreement, as well as all applicable laws, rules, and regulations.

5. Restrictions

The Customer is only allowed to access and use the Services as expressly stated in this Agreement. All usage of the Services must strictly adhere to the terms of this Agreement and comply with the applicable Documentation provided by the Supplier. The Customer is prohibited from and shall not assist or enable any third party to:

(a) Modify, alter, adapt, copy, translate, perform, display, or create derivative works based on the Services. Additionally, any actions that could be considered copyright infringement under applicable law are strictly prohibited.

(b) You are not allowed to attempt to decompile, reverse engineer, disassemble, or gain access to the source code, object code, underlying structure, ideas, or algorithms of the Services.

(c) Merge or bundle the Services with other software.

(d) Duplicate, copy, or reuse any part of the HTML/CSS, JavaScript, or visual design elements or concepts (including the overall appearance) of the Services.

(e) Unless expressly permitted under Section 4.3 of this Agreement or the Course Store Terms, sell, resell, license, lease, publish, publicly display, distribute, rent, transfer, or make the Services available to a third party, either directly or through another reseller. This also includes including the Services in a service bureau, time-sharing, or similar offering.

(f) Publicly disseminate performance information about the Services or conduct benchmark or stress tests without Supplier’s authorization.

(g) Access, store, distribute, or transmit any viruses, worms, Trojan horses, or other harmful code that may affect the Services as determined by the Supplier.

(h) Modify, disable, or compromise the integrity or performance of the Services, data, or Supplier’s systems. This includes probing, scanning, or testing the vulnerability of the Supplier’s systems or networks hosting the Services.

(i) Tamper with or hack Supplier’s systems, bypass any security or authentication measures, or attempt unauthorized access to the Services, Supplier’s systems, networks, or data.

(j) Decrypt any transmissions to or from the servers running the Services.

(k) Overwhelm or attempt to overwhelm the Supplier’s infrastructure by imposing an unreasonable volume of load that consumes excessive resources (such as CPUs, memory, disk space, bandwidth, etc.).

(l) Interfere or attempt to interfere with the proper functioning of the Services.

(m) You must not include any material while using the Services that is unlawful, harmful, defamatory, infringing, facilitates illegal activity, harassing, depicts sexually explicit images, or causes damage or injury to any person or property.

Without prejudice to other rights and remedies, the Supplier reserves the right to disable the Customer’s access to any material if the Customer violates these restrictions. This action will be taken without any liability on the part of the Supplier toward the Customer.

6. Customer’s Obligations

The Customer agrees to: 

(a) Provide reasonable information and assistance to the Supplier to facilitate the delivery of the Services. 

(b) Comply with all applicable laws, including local, state, provincial, national, federal, and foreign laws, in relation to their use of the Services. 

(c) Immediately notify the Supplier upon becoming aware of any unauthorized or illegal use of the Services. 

(d) Appoint a qualified employee as the administrator for the Services. 

(e) Collect, input, and update all data and materials provided by Authorized Users for use with the Services. 

(f) Evnisoft Ltd expects all its customers, suppliers, business partners, and other entities it engages in business relationships with, including their employees, directors, managers, and representatives (“you”), to adhere to the same fundamental principles as it’s described. It is important that you demonstrate a commitment to these principles in all your business activities with Evnisoft Ltd. 

If you engage in any actions that violate these principles, please be aware that Evnisoft Ltd reserves the right to terminate its contractual relationship with you immediately. 

I. Compliance with Laws:

It is crucial for you to operate in full compliance with the laws, rules, and regulations of the countries where you conduct your activities. Additionally, you must adhere to all relevant international laws and regulations. 

II. Respect for Human Rights:

a. Discrimination: Under no circumstances any person should be subjected to discriminated based on factors such as age, disability, ethnicity, sexual orientation, gender, marital status, national origin, race, religion, or political affiliation.

b. Harassment: It is strictly prohibited to engage in any form of violence or harassment, including gender-based violence and harassment, towards your own employees, co-workers, or Evnisoft Ltd personnel. This includes acts of sexual abuse and any abusive conduct towards individuals.

III. Employment Conditions: 

We have established specific requirements for working conditions based on fundamental human rights: 

a. Forced Labor: You must not engage in any form of forced or involuntary labor. This includes any physical or mental abuse or the use of threats towards workers.

b. Child Labor: You should only employ workers who meet the legal age of employment in the country where your operations are conducted.

c. Minimum Wage: You must ensure that your workers are paid at least the minimum living wage as defined by the national legislation.

d. Collective Bargaining: Workers should have the freedom to form unions to negotiate fair wages and establish better working conditions.

e. Safe and Healthy Working Conditions: It is imperative that you meet all health and safety standards. This includes providing a safe and hygienic working environment.

IV. Environment & Sustainability:

Evnisoft Ltd is dedicated to environmental protection, and environmental responsibility is a fundamental aspect of our operations. By partnering with us, you commit to sharing our commitment to environmental protection to the best of your abilities. 

V. Ethics:

You are expected to conduct your business operations ethically, upholding high standards in all aspects of your relationships, practices, and operations.

a. Anti-Bribery & Corruption: You must refrain from engaging in corrupt practices, extortion, embezzlement, or bribery to gain an unfair or improper advantage. It is crucial to comply with all relevant anti-corruption laws and regulations, both at the national and international levels. Offering substantial gifts to Evnisoft Ltd employees is strictly prohibited.

b. Conflicts of Interest: You should take necessary measures to prevent and discourage conflicts of interest from arising.

c. Competition Law: You are required to comply with all applicable competition laws and regulations.

d. Fair Business Standards: You are expected to uphold fair business, advertising, and competition standards.

7. Payment for Services:

For the usage of our Portal and Services, we will collect a monthly or yearly subscription fee according to your selected pricing plan. We handle fees and payments with maximum transparency. Before making any payment, you will have the opportunity to review and accept all applicable fees and taxes. All fees are stated in Euro, and, unless explicitly stated otherwise, are non-refundable.

7.1 Price:

The supplier retains the right to establish the pricing for the Services. Reasonable efforts will be made to keep pricing information up to date on the website, which can be accessed at Pricing. We recommend checking the website periodically for the most current pricing details. Supplier may modify the fees for any Service feature, including additional charges, provided that advance notice is given before the changes take effect. Suppliers may offer promotional deals with different features and pricing to certain customers, at their sole discretion. However, such promotional offers will not apply to your agreement unless specifically offered to you. The fees mentioned in the applicable Order or ordering interface do not include any government taxes, such as excise, sales, use, value-added, or other taxes that may be applicable now or in the future. The customer is responsible for paying any such taxes (excluding taxes on Supplier’s net income) that the Supplier is obligated to collect or pay. Unless otherwise specified in the Order, all undisputed invoices from Supplier must be paid by the Customer within 14 days of receiving the invoice. Payment should be made according to the payment schedule indicated in the Order or other ordering interface.

7.2 Authorization:

By entering Orders, making orders, or selecting any level of Services as outlined in this Agreement or published by Supplier, you grant authorization to the Supplier or a third-party payment processor to charge all sums, including applicable taxes, to the payment method specified in your account. If you choose to pay fees using a credit card, a third-party payment processor may seek pre-authorization of your credit card account before your purchase to verify the validity of the card and ensure that sufficient funds or credit are available to cover the transaction.

7.3 Subscription Services:

The paid Services may include recurring payments for periodic charges, known as a “Subscription.” The details of the Subscription, including the price, terms, and any restrictions, will be specified in an applicable Order. By activating a Subscription, you authorize the Supplier to charge you periodically for accrued sums until the recurring payments or your account are canceled. The payment due date for accrued sums will be on or before the designated date.

The “Subscription Billing Date” is the date when you initially purchase your Subscription. You can find information on the “Subscription Fee” on our prices page. On the Subscription Billing Date, your account will be automatically charged for all applicable fees and taxes for the next Subscription period. The Subscription will continue unless you cancel it or if we terminate it. To avoid being billed for the next period’s Subscription Fee, you must cancel your Subscription before it renews. We will charge the periodic Subscription Fee to the payment method you provided during registration unless you update your payment information.

You can cancel your Subscription through your account page or by contacting us at contact@evnisoft.com.

7.4 Delinquent Accounts:

If any amount is due but unpaid for an account, Supplier has the right to suspend or terminate access to the Services, including the fee-based features. In addition to the outstanding payment for the Services, a delinquent account may incur additional fees or charges related to any chargeback or collection efforts to recover the unpaid amount. This may include collection fees.

8. Payments to Customer:

If you offer Customer Delivered Courses to third parties or Authorized Users for a fee, you can receive the fees charged (referred to as “Customer Fees”) minus certain fees and expenses through Supplier’s third-party service provider (such as Stripe). You have the option to set the fee and bundle materials for a discount, if available. To receive your Customer Fees, you may need to have an account with the third-party service provider or another financial institution, and there may be fees associated with processing services. Any fees charged by the third-party service provider or financial institution are your responsibility and subject to their terms and conditions or any agreements you have with them. Suppliers may impose limits on the balance of Customer Fees required for cashing out and the amount that can be cashed out in a day or per transaction. These limits may be updated by Supplier at its discretion.

9. Term and Termination:

9.1. Term of Agreement

This Agreement will be in effect from the Effective Date and will continue unless terminated as per the terms of this Agreement (referred to as the “Term”). If this Agreement is terminated, all active Subscriptions under the Agreement will also be terminated, unless otherwise agreed upon by Supplier and Customer.

9.2. Termination for Cause

Either party has the right to terminate this Agreement by giving notice, without incurring liability, if any of the following events occur: (a) the other party breaches any terms and conditions of this Agreement and fails to rectify the breach within fourteen (14) days after receiving a notice to do so; (b) the other party becomes insolvent, assigns its assets for the benefit of creditors, has a receiver appointed for its business or assets, undergoes bankruptcy or insolvency proceedings, or is liquidated, voluntarily or otherwise; or (c) the other party engages in illegal activities.

9.3. Termination Effects

Upon termination of this Agreement: (a) your license rights will end, and you must immediately stop using the Services; (b) you will no longer have access to your account or the Services; (c) any payment obligations resulting from sections 1 to 20 of this Agreement stay and need to be covered within 14 days.

9.4. Modification of Services

The Supplier has the right to modify or discontinue Services or features at any time, temporarily or permanently, without notice to you. This includes the ability to limit or remove certain features of the Services unless they are explicitly stated in your pricing plan. For Services mentioned in your pricing plan, the Supplier will reach out to you and search for suitable solutions. The Supplier will not be liable for changes to the Services or for any suspension or termination of your access to or use of the Services.

10. Intellectual Property Rights:

10.1. Retention of Intellectual Property Rights

The Supplier and its licensors maintain full ownership of all intellectual property rights in the Services and its components, which include the source code, documentation, portals, URLs, appearance, structure, organization, and design material. All materials within the Services belong to the Supplier or its third-party licensors. Except for the right to use the Services during the agreed Term of this Agreement, the Customer does not gain any ownership of the Services. The Supplier retains all rights to the materials not explicitly granted in this Agreement.

10.2. Customer Content Generally

Certain features of the Services allow users to upload courses and other content, such as messages, reviews, photos, videos, images, folders, data, text, and other types of works (“Customer Content”) and publish it on the Services. When you post Customer Content on the Services, you retain the copyright and other proprietary rights that you have in that content.

10.3. Limited License Grant to Supplier

By providing Customer Content to the Services, you grant the Supplier a worldwide, non-exclusive, royalty-free license to host, store, transfer, display, process, reproduce, modify (for the purpose of formatting for visualization), and distribute your Customer Content, either in whole or in part. This license is granted for the purpose of providing the Services as described in this Agreement.

10.4. Limited License Grant to Other Customers

By providing Customer Content to the Services for other users to access, you grant those users a non-exclusive license to access and use your Customer Content as permitted by this Agreement and the functionality of the Services.

10.5. Customer Content Representations and Warranties

Supplier disclaims any liability associated with Customer Content. You are solely responsible for your Customer Content and the consequences of providing it via the Services. By providing Customer Content through the Services, you affirm, represent, and warrant the following:

a) You must either be the creator and owner of the Customer Content, or you need to have acquired the necessary licenses, rights, consents, and permissions to grant authorization to the Supplier and other users of the Services. This authorization allows them to use and distribute your Customer Content as required to exercise the licenses granted in this section. It is important that this usage and distribution align with the Supplier’s intentions, the Services, and this Agreement.

b) Your Customer Content, and its use as outlined in this Agreement, will not: (i) infringe, violate, or misappropriate any third-party rights, including intellectual property rights; (ii) defame, slander, libel, or violate the privacy, publicity rights, or other property rights of any person; or (iii) cause Supplier to violate any laws or regulations.

c) Your Customer Content is not objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate, as determined by a reasonable person.

d) You have obtained all necessary approvals and authorizations to grant the licenses to the Supplier as stated in this Agreement.

10.6. Customer Content Disclaimer 

We have no obligation to edit or control the Customer Content that you or other users post or publish, and we will not be held responsible or liable for such Customer Content. However, Supplier reserves the right to screen, remove, edit, or block any Customer Content that, in our sole judgment, violates this Agreement or is deemed objectionable, without prior notice. Please note that while using the Services, you may come across Customer Content from various sources, and some of it may be inaccurate, offensive, indecent, or objectionable. By using the Services, you agree to waive any legal or equitable rights or remedies you may have against the Supplier regarding Customer Content. If we receive a notification from a user or content owner alleging that specific Customer Content does not comply with this Agreement, we may investigate the matter and, at our sole discretion, decide to remove the Customer Content, without prior notice. It is important to clarify that the Supplier does not allow copyright-infringing activities on the Services. 

10.7. Third-Party Services and Linked Websites

The Supplier offers tools within the Services that allow you to share information, including Customer Content, with third-party services. This can be done through features like linking your Supplier account with accounts on platforms such as Twitter or Facebook, or by using third-party buttons like “Share”. By using these tools, you agree that the Supplier may transfer the information to the respective third-party service. It’s important to note that third-party services are not controlled by the Supplier, and to the maximum extent permitted by law, the Supplier is not responsible for how these services use the information you share.

10.8. Third-Party Software

The Services may incorporate or include third-party software components that are generally available for free and are subject to licenses allowing recipients to copy, modify, and distribute those components (“Third-Party Components”). While you receive the Services under this Agreement, it does not restrict your ability to obtain Third-Party Components under their respective licenses or limit your use of such components according to those licenses.

10.9. Feedback Ownership

Suppose the Customer provides the Supplier with any feedback regarding the Services, such as usability, performance, interactivity, bug reports, and test results (“Feedback”). In that case, the Supplier will own all rights in that Feedback. The Customer hereby assigns all necessary rights to the Supplier to achieve such ownership.

10.10. Reporting Third-Party Claims

Customer must promptly notify Supplier of any third-party claims related to intellectual property rights in the Services or the Documentation that are served upon Customer.

10.11. Monitoring Content 

The supplier does not have control over and is not obligated to monitor: (a) Customer Content, (b) any content provided by third parties, or (c) the usage of the Services by its users. You acknowledge and agree that Supplier retains the right to, and may occasionally, monitor all information transmitted or received through the Services for operational purposes. If the Supplier decides to monitor the content, it does not assume any responsibility or liability for the content itself or any loss or damage resulting from the use of such content.

11. Customer’s Data:

The Customer acknowledges and agrees that Evnisoft Ltd may process contractual data and service usage data for the sole purposes of billing, payments, analysis, and benchmarking. The Customer acknowledges and agrees that Evniverse Ltd will process their name and email address to communicate with them regarding the Services or any new services. The customer has the option to unsubscribe from these electronic communications at any time by clicking the “unsubscribe” button provided in the communication. Furthermore, the Customer acknowledges and accepts Supplier’s Privacy Policy.

12. Confidential Information:

During the validity of the Terms of this Agreement, each party (referred to as the “Disclosing Party”) may share confidential or proprietary materials and information with the other party (referred to as the “Receiving Party”). These materials and information, which are identified as “Confidential” or carry a similar label at the time of disclosure, as well as any other information that the Receiving Party reasonably should have known was confidential, will be considered “Confidential Information”. This includes Services, pricing information, and Terms of this Agreement, which are Confidential Information of the Supplier. 

The Receiving Party agrees to maintain the confidentiality of the Confidential Information and will not disclose it to any third party without the prior written consent of the Disclosing Party. The Receiving Party may only use the Confidential Information internally for the purposes specified in this Agreement. 

However, the obligations stated in this section do not apply to information that: (a) becomes publicly available without breaching this Agreement, (b) is independently developed by the Receiving Party without reliance on the Disclosing Party’s Confidential Information, (c) is received from a third party without any restrictions, or (d) was lawfully possessed by the Receiving Party before its disclosure by the Disclosing Party. 

If the Receiving Party is required by law or court order to disclose Confidential Information, it must promptly notify the Disclosing Party in writing and make efforts to limit the disclosure. Upon the Disclosing Party’s request, the Receiving Party will return all Confidential Information, including copies and extracts, to its possession. 

However, there are two exceptions: (i) the Receiving Party may disclose Confidential Information to third parties to the extent necessary for exercising rights or fulfilling obligations under this Agreement, provided that these third parties are bound by written confidentiality and non-use obligations at least as protective as those in this Agreement, and (ii) all Feedback will be considered Confidential Information of the Supplier. 

13. Limited Warranty and Disclaimer:

13.1. Each party makes the following warranties: (a) it is a valid and duly incorporated company in accordance with the relevant local laws; (b) it has the full power, legal right, and authority to enter into this Agreement and fulfill all its obligations as required by this Agreement; and (c) it has taken all necessary corporate actions to authorize the creation, execution, delivery, and performance of this Agreement in accordance with its terms.

13.2. In addition, the Supplier warrants that throughout the Term, when the Services are used in accordance with the current Documentation and under normal circumstances, they will operate in substantial compliance with the Documentation.

13.3. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 13, THE SUPPLIER DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS REGARDING THE SERVICES, THE MATERIALS, OR THEIR USE, ACCURACY, OR FUNCTION. THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS, AND THE SUPPLIER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ANY STATEMENTS OR REPRESENTATIONS ABOUT THE SERVICES SHOULD NOT BE CONSIDERED WARRANTIES OR GUARANTEES, AND THEY DO NOT CREATE ANY LIABILITY ON THE PART OF THE SUPPLIER TO THIRD PARTIES. THE CUSTOMER ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY WARRANTIES OR STATEMENTS OTHER THAN THOSE EXPRESSLY MENTIONED HERE. THE SUPPLIER DOES NOT GUARANTEE THAT THE SERVICES OR THE CONTENT OFFERED THROUGH THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR FREE FROM ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS. THE SUPPLIER ALSO DOES NOT GUARANTEE THAT ANY ISSUES OR DISCREPANCIES RELATED TO FEES CHARGED TO AUTHORIZED USERS WILL BE CORRECTED. IT IS THE SOLE RESPONSIBILITY OF THE CUSTOMER TO DETERMINE THE FEES CHARGED TO AUTHORIZED USERS, AND THE SUPPLIER WILL NOT BE LIABLE FOR ANY DISCREPANCIES IN FEES. THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS MENTIONED IN SECTION 14.3 ARE APPLICABLE TO THE FULLEST EXTENT PERMITTED BY LAW. THE SUPPLIER DOES NOT WAIVE ANY WARRANTY OR RIGHT THAT IT IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.

13.4. The Supplier may invite the Customer to try beta versions of the Services (“Beta Services”). Additional terms may apply to the use of Beta Services, which the Customer may need to agree to. The Beta Services are provided solely for evaluation and feedback and should not be used in production. The Customer understands that the Beta Services are not fully released and, as such, are not supported and may contain bugs, errors, and other issues. The Beta Services are provided on an “as-is” basis, without any warranty, and the Supplier is not responsible for any problems or issues arising from the Customer’s use of the Beta Services. Please be aware that the Beta Services may not become widely available, and the Supplier reserves the right to discontinue the Beta Services at any time, without any liability to the Customer and for any reason. In such cases, the Supplier may also delete any Customer Content or other data associated with the Beta Services.

14. Limitation Of Liability:

14.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SUPPLIER AND ITS AFFILIATES WILL NOT BE LIABLE TO THE CUSTOMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS, ARISING FROM, OR RELATED TO THE CUSTOMER’S ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICES. THIS APPLIES REGARDLESS OF WHETHER THE CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND REGARDLESS OF WHETHER ANY SUPPLIER ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF THE SUPPLIER ENTITIES TO THE CUSTOMER FOR ALL CLAIMS ARISING FROM OR RELATED TO THE USE OF THE SERVICES OR ANY INABILITY TO USE ANY PORTION OF THE SERVICES UNDER THIS AGREEMENT IS LIMITED TO THE GREATER OF (A) THE AMOUNT THE CUSTOMER HAS PAID TO SUPPLIER FOR ACCESS TO AND USE OF THE SERVICES IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM; OR (B) 100 €.

14.2. EACH PROVISION IN THIS AGREEMENT THAT LIMITS LIABILITY, DISCLAIMS WARRANTIES, OR EXCLUDES DAMAGES IS INTENDED TO ALLOCATE THE RISKS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL PART OF THE AGREEMENT BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS INDEPENDENT AND SEPARABLE FROM THE OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS TO FULFILL ITS ESSENTIAL PURPOSE.

15. Indemnification

The Customer is responsible for defending, indemnifying, and holding Supplier harmless from any and all third-party claims, actions, proceedings, regulatory investigations, damages, losses, judgments, settlements, costs, and expenses (including attorneys’ fees) arising from or related to (a) Customer’s violation of any laws or regulations, including privacy laws; (b) the use of the services by Customer or any authorized user; and (c) Customer’s breach of any agreements with authorized users.

16. Modification

The supplier reserves the right to make changes to this Agreement in the future with a notice period of seven days. It is recommended that the Customer periodically review this Agreement for any changes. If a modification materially affects the Customer’s rights or obligations, the Supplier may require the Customer to accept the modified Agreement to continue using the Services. In such cases, the Customer must accept the modifications to maintain access and use of the Services. If the Customer disagrees with the modifications, the only option is to discontinue all access and use of the Services. If the modifications are made during the term of a subscription and the Customer objects to the changes, the Customer may terminate the affected subscription by notifying Supplier. In this case, Supplier will refund any pre-paid fees for the terminated portion of the subscription term. To exercise this right, the Customer must provide notice of objection and termination within 30 days of receiving notice of the modifications from the Supplier. Significant modifications to the Agreement will take effect once the Customer accepts them, while minor modifications will take effect once they are published. Except as expressly permitted in this Section 16, this Agreement can only be amended through a written agreement signed by authorized representatives of both parties. Any disputes arising under this Agreement will be resolved based on the version of the Agreement that was in effect at the time the dispute originated.

17. Sanctions & Export Controls:

You agree that you will not, directly, or indirectly, sell, export, re-export, transfer, or divert the services provided by the Supplier to any destination, entity, or person prohibited by the laws or regulations of the European Union, the United States or your country. Prior authorization from the competent government authorities, as required by those laws and regulations, must be obtained before engaging in any such activities.

Furthermore, you warrant that you are not located in Cuba, Iran, North Korea, Syria, the Crimea Region, DNR and LNR Region of Ukraine, and you are not a denied party as specified in the above-mentioned regulations. It is important to note that this export control clause will remain in effect even after the termination or cancellation of this Agreement.

18. Miscellaneous:

18.1. Notices

Any notice, request, instruction, or other document to be given under this Agreement must be in writing and the English language. It can be sent in advance by email, but for validity by first-class mail or major commercial rapid delivery courier service to the address specified on the Customer’s account or to the Supplier’s address.

18.2. Entire Agreement

This Agreement represents the entire agreement between the parties and encompasses the comprehensive and exclusive understanding of the matters referred to herein. No terms, provisions, or conditions from any purchase order, acknowledgment, or other business form used by either party in relation to the transactions covered by this Agreement will impact the rights, duties, or obligations outlined in this Agreement. Even if a receiving party raises objections to such terms, provisions, or conditions, they will not alter this Agreement. Any amendment or modification to this Agreement will be valid and binding only if it is made in writing and confirmed or signed by the parties involved.

18.3. Severability

If any provision of this Agreement becomes invalid or unenforceable, it will be adjusted or removed to the minimum extent necessary to ensure that the remaining provisions of the Agreement continue to be fully valid, effective, and enforceable.

18.4. Availability

For Evniverse LMS the Supplier guarantees an Availability of 99% per month. “Availability” is calculated as a percentage using the following formula: (a) the total number of minutes in a Contracted Month, minus (b) the total number of minutes of Downtime in a Contracted Month, divided by (c) the total number of minutes in a Contracted Month.

“Downtime” represents a period when the production system processing for the LMS Services ceases, and all your users are unable to utilize any aspect of the LMS Services for which they have appropriate permissions. It’s important to note that there is no “Downtime” if any user can access any aspect of the LMS Services they are authorized to use. Downtime excludes situations where the LMS Services are unavailable due to:

• Planned System Downtime: A pre-scheduled interruption of the LMS Services to conduct maintenance or implement system updates, such as applying a release, patch, or hotfix.
• Force Majeure: Unforeseen circumstances or events beyond the control of the Supplier that prevent the provision of the LMS Services, such as  natural disasters (e.g., fire, flood, earthquake), civil unrest, epidemics, terrorism, war, labor disputes, government actions, orders, or restrictions.
• Problems with Customer or third-party applications, integrations, equipment, or Data: Issues arising from the Customer’s or third party’s own applications, integrations, equipment, or data that affect the functionality or availability of the LMS Services.
• Customer or third-party acts or omissions: Instances where individuals gain unauthorized access to the LMS Services using the Customer’s passwords or equipment, or any actions or failures by the Customer or a third party that impact the LMS Services.
• Customer’s failure to adhere to required system configurations and supported platforms: Situations where the Customer does not meet the necessary system configurations or use supported platforms to access the LMS Services, leading to issues or limitations in functionality.
• Supplier compliance with designs, specifications, or instructions provided by Customer or a third party: Instances where the Supplier follows instructions or specifications provided by the Customer or a third party, which may result in limitations or issues with the LMS Services.
• Failure of communication or telephone access service or other outside services, equipment, or software not the fault of Supplier: Problems caused by the failure of external communication services, telephone access services, or other equipment or software that are not under the control or responsibility of the Supplier.
• Any cause where the duration is less than 5 minutes: Situations that last for a period shorter than 5 minutes do not constitute a significant interruption to the availability or functionality of the LMS Services.
• Agreed Migration or Scheduled Maintenance: Migration or maintenance activities that are announced at least one week in advance and do not exceed a total duration of three hours in any given calendar month.

Following systems and cases are limited or excluded from this avalability guarantee:

• Non-production instances, such as test environments, disaster recovery setups, training systems, quality assurance systems, or development environments.
• Claims submitted by Authorized Users of the Customer for the LMS services.
• Services, programs, enabling software, or agents running on client systems or systems provided by third parties.
• Customers who have breached any material obligations under the Customer Agreement, including, but not limited to, payment obligations.

18.5. Waiver

No waiver by either party of any default shall be considered as a waiver of any previous or subsequent default, whether related to the same provision or other provisions of this Agreement.

18.6. Force Majeure

In the event of force majeure, any delay or failure of performance by either party under this Agreement will not be considered a violation of the Agreement. It will be excused to the extent that it is caused by circumstances beyond the reasonable control of the affected party. Such circumstances may include accidents, acts of God, fire or water damage, criminal conduct, negligence, acts of war, riots, strikes, lightning, electrical disturbances, or similar causes. However, these circumstances do not include the inability to meet financial obligations. The time for performance under this Agreement will be extended by the duration of the delay caused by such circumstances. If a Force Majeure Event lasts for more than 30 days, the unaffected party may terminate this Agreement immediately by providing written notice to the affected party.

18.7. Terms
During the duration of this Agreement:
(a) The Customer agrees to participate in case studies and other marketing efforts as reasonably requested by the Supplier.
(b) The Supplier may disclose to third parties that the Customer is a customer of the Supplier.
(c) The Supplier may utilize the Customer’s testimonials, feedback, name, website URL, use case, logo, and other marks on the Supplier’s website, case studies, marketing materials, conference presentations, and other speaking opportunities.
If the Customer requests, the Supplier will promptly discontinue the mentioned disclosure and use, except to the extent that it has already been included in existing materials.

18.8. Assignment

Customer is not allowed to assign or transfer this Agreement without the prior written consent of Supplier. However, Customer may transfer its rights and obligations under this Agreement to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all its assets, upon providing prior written notice to Supplier. If such transfer or assignment is made to a direct competitor of Supplier, Supplier may terminate this Agreement by providing written notice to Customer. The supplier has the right to freely assign this Agreement. Any assignment that violates these provisions is considered void.

18.9. Governing Law and Jurisdiction
Any dispute arising from this Agreement shall be exclusively interpreted and governed by the laws of the Republic of Bulgaria. However, for all Services provided by Evnisoft Ltd, any dispute arising from this Agreement shall be resolved through arbitration in accordance with the rules of the Bulgarian Arbitration Court, without considering conflict of laws principles.