Zoiper Standard Terms of Sale

I. APPLICABILITY

THE ZOIPER STANDARD TERMS AND CONDITIONS APPLY AND ARE INTEGRAL PART OF THIS ZOIPER TERMS OF SALE CONTRACT.
Zoiper Standard Terms and conditions

This ZOIPER TERMS OF SALE CONTRACT is a bonding Contract between

SECURAX EOOD (hereinafter referred to as “LICENSOR”), a company duly organized under the laws of Bulgaria, with registration number (registered under Bulgaria’s National Tax Register) BG131273941,

with its business address at 33 Simeonovsko shose, fl.4, office 8,1700 Sofia, Bulgaria

you (hereinafter referred to as “Licensee”), who is:

(i) the company entering into this ZOIPER TERMS OF SALE CONTRACT, or

(ii) the natural person entering into this ZOIPER TERMS OF SALE CONTRACT, or

(iii) the legal person who on behalf of the company enters into this ZOIPER TERMS OF SALE CONTRACT, or

(iv) the natural person who on behalf of the company enters into this ZOIPER TERMS OF SALE CONTRACT;

and who is (i) a company (or representing a company) requesting Licensor’s Services and Licensor’s Software Licensing or developing the Licensee’s Application or, who is (ii) the natural person, requesting Licensor’s Services and Licensor’s Software Licensing or developing the Licensee’s Application.

LICENSEE SHOULD READ THIS ZOIPER TERMS OF SALE CONTRACT CAREFULLY, IN ITS ENTIRETY PRIOR TO ACCESSING AND/OR USING THE SOFTWARE.

BY BUYING, INSTALLING, DOWNLOADING AND/OR USING THIS SOFTWARE OR LICENSOR’S SERVICES OR AUTHORIZING OTHERS TO DO SO, ON BEHALF OF LICENSEE AND THE ENTITY FROM WHOM LICENSEE IS INSTALLING, DOWNLOADING AND/OR USING THE SOFTWARE, LICENSEE AGREES TO THIS ZOIPER TERMS OF SALE CONTRACT AND CREATES A BINDING CONTRACT BETWEEN LICENSEE AND LICENSOR.

ANY USE OF THE SOFTWARE WILL CONSTITUTE LICENSEE’S ASSENT TO THIS ZOIPER TERMS OF SALE CONTRACT (OR RATIFICATION OF PREVIOUS CONSENT).

If any portion of this ZOIPER TERMS OF SALE CONTRACT is found invalid or unenforceable under judicial decree or decision of a Court, the remainder of the ZOIPER TERMS OF SALE CONTRACT shall remain valid and enforceable to the extent according to its terms and the invalid clause shall be replaced in consultation between the Parties by a clause which reflects the object of the original clause as close as possible.

Except for the rights granted with this ZOIPER TERMS OF SALE CONTRACT Licensor grants no other rights to Licensee with this ZOIPER TERMS OF SALE CONTRACT. Licensee shall not transfer and/or sub-license any of Licensee’s rights arising of this ZOIPER TERMS OF SALE CONTRACT.

Except for the rights granted with this ZOIPER TERMS OF SALE CONTRACT, no other rights, including without limitation: no intellectual property and/or no intellectual property rights, are transferred to either Party.

This ZOIPER TERMS OF SALE CONTRACT is fully governed and construed under the laws of the Kingdom of Belgium.

The numbering in this ZOIPER TERMS OF SALE CONTRACT is solely for the convenience of the Parties.

II. TERM AND TERMINATION

Unless there is another written Contract between the Parties which explicitly affects the ZOIPER TERMS OF SALE CONTRACT between the Parties, this ZOIPER TERMS OF SALE CONTRACT commences (i) from the date Licensee places an order/purchase, or (ii) on the date Licensee and Licensor enter into a business relationship negotiation in a written form, or (iii) from the date it is signed in hardcopy by both Parties, and this ZOIPER TERMS OF SALE CONTRACT shall be valid for an indefinite term unless earlier terminated according to its terms and conditions or the terms and conditions of a Contract between the Parties.

This ZOIPER TERMS OF SALE CONTRACT is applicable and valid to all and any business relationship between Licensor and Licensee, and applies to any products, Software and services provided by Licensor, including but not limited to all Licensor’s Products, all Licensor’s Services, and to any payment obligations of Licensee towards Licensor, including but not limited to all Licensee’s purchases and/or to any Licensee’s intentions of purchase.

This ZOIPER TERMS OF SALE CONTRACT terminates as soon as the Parties end their business relationship in writing, or as per the terms and conditions of this ZOIPER TERMS OF SALE CONTRACT, or as per the terms and conditions of a Contract between the Parties. Certain clauses, specifically marked as surviving this agreement, will survive termination of this ZOIPER TERMS OF SALE CONTRACT.

Licensor may terminate this ZOIPER TERMS OF SALE CONTRACT immediately without written notice if:

a) Licensee ceases or threatens to cease to carry on business as a going concern, or

b) Licensee becomes or is reasonable to become subject to voluntary or involuntary proceedings in bankruptcy or liquidation, or

c) a receiver or similar officer is appointed with respect to the whole or a substantial part of Licensee’s assets, or

d) an event similar to any of the foregoing occurs under any applicable law.

Licensor has the right to terminate this ZOIPER TERMS OF SALE CONTRACT immediately without a written notice if Licensee is in breach of this ZOIPER TERMS OF SALE CONTRACT, including without limitation, if Licensee has not completed Licensee’s payment obligation within the agreed with this ZOIPER TERMS OF SALE CONTRACT timeframe.

EFFECTS OF TERMINATION

Release of duties

Upon termination of this ZOIPER TERMS OF SALE CONTRACT, Licensor will be released from all Licensor’s duties arising out of this ZOIPER TERMS OF SALE CONTRACT, all Licensor’s duties as per this ZOIPER TERMS OF SALE CONTRACT will immediately terminate, and will be considered completed, except when this ZOIPER TERMS OF SALE CONTRACT is terminated due to non-performance by Licensor.

Licensor reserves the right to cease all further delivery of Software and/or Services. If Licensor decides to deliver further Software or Services due against any existing Purchase Orders, Licensee shall pay for such Software and Services in advance.

Termination of rights

Upon termination of this ZOIPER TERMS OF SALE CONTRACT, all rights granted to Licensee with this ZOIPER TERMS OF SALE CONTRACT, will immediately terminate.

If the termination of this ZOIPER TERMS OF SALE is due to Licensee’s non-performance, including without limitation – Licensee’s non-payment or delay of payment, all Software licenses granted to Licensee by Licensor shall immediately terminate.

Except for termination of this ZOIPER TERMS OF SALE CONTRACT resulting from Licensee’s breach of this ZOIPER TERMS OF SALE CONTRACT or Licensee’s breach of any other Contract between the Parties, or unless otherwise agreed between the Parties with a Contract, upon termination of this ZOIPER TERMS OF SALE CONTRACT, Licensee may continue to use, in accordance with this ZOIPER TERMS OF SALE CONTRACT, Software purchased and paid by Licensee prior the termination.

Payments due date acceleration

Upon termination of this ZOIPER TERMS OF SALE CONTRACT, the due date of all outstanding payments will automatically be accelerated and all Invoices and Proforma invoices will become due and payable by Licensee to Licensor.

Return of Confidential information

Upon termination or expiration of this ZOIPER TERMS OF SALE CONTRACT, (i) Licensee shall immediately return to Licensor all Confidential Information (including all copies thereof) then in Licensee’s possession, custody or control, (ii) except for a termination resulting from Licensee’s breach of this ZOIPER TERMS OF SALE CONTRACT or Licensee’s breach of any other Contract between the Parties, Licensee may retain a sufficient amount of such Confidential Information and material to operate its previously licensed Software, and shall treat this Confidential information as per the confidentiality clauses and mutual agreements between the Parties.

No right of damages or indemnification

In the event of termination of this ZOIPER TERMS OF SALE CONTRACT for any reason, Licensee shall have no rights to damages or indemnification of any nature related to such termination, including no rights to damages or indemnification for commercial severance pay, whether by way of loss of future revenues or profits, expenditures for promotion, or any other commitments in connection with the business and good will of Licensee, or indemnities for any termination of a business relationship.

Purchase orders acceptance

In the event that following the expiration or termination of this ZOIPER TERMS OF SALE CONTRACT, Licensee places Purchase Orders and Licensor accepts such Purchase Orders, then any such Purchase Orders shall be governed by the Contracts between the Parties notwithstanding the earlier expiration or termination of this ZOIPER TERMS OF SALE CONTRACT; provided, however that acceptance by Licensor of any such Purchase Order will not be considered to be an extension of this ZOIPER TERMS OF SALE CONTRACT nor a renewal thereof.

III. PRICES

THIS “PRICES” CLAUSE SHALL SURVIVE TERMINATION OF THIS ZOIPER TERMS OF SALE CONTRACT.

The price for the Software and/or the Services shall be either the price specified in Licensor’s then-current pricelist on Licensor’s Official Distribution Channels, or in accordance with an applicable, valid written price quotation submitted by Licensor to Licensee, or in accordance with an applicable, valid written price indication in a PROFORMA INVOICE submitted by Licensor to Licensee, or as an annexure to a valid agreement between the Parties, or as a valid written agreement between the Parties.

Licensee shall pay the prices in their entirety. Moreover, all prices are exclusive of any taxes, fees and duties or similar amounts however designated. All prices exclude without limitation: value added tax, sales taxes and withholding taxes which are levied or based upon the prices, charges or upon this ZOIPER TERMS OF SALE CONTRACT. Licensee shall pay any taxes related to Software and Services provided pursuant to this ZOIPER TERMS OF SALE CONTRACT (except for taxes based on Licensor’s revenue income), or, if Licensor agrees to accept such, Licensee shall present an exemption certificate acceptable to all relevant taxing authorities. Applicable taxes shall, to the extent practical and if possible, be billed as a separate item.

Prices may be adjusted at each anniversary of this ZOIPER TERMS OF SALE CONTRACT according to the annual rate of the European harmonized Index of Consumer Prices (HICP).

Licensor has the right to increase any Third Party fees at any time prior to Licensee’s purchase if the Third Party fees increase. Licensor has the right to increase any Third Party fees at any time prior to Licensee’s purchase according to currency exchange rate fluctuations. The Third Party fees include without limitation: Third Party license fees. Third party fees shall, to the extent practical and if possible, be billed by Licensor to Licensee as a separate item.

IV. ORDERS AND PURCHASES

1. ONLINE PURCHASE

Licensee may purchase the Software online, through Licensor’s Official Distribution Channels.

Licensee may not purchase Services online.

2. PURCHASE ORDERS

The Parties may agree to purchase/s done through negotiation agreement between the Parties. In this case, Licensee shall purchase the Software and/or the Services by issuing a Purchase order. The Purchase order must be signed (if Licensor specifically requires a signature by Licensee), or (in the case of electronic transmission) the Purchase order should be sent by its authorized representative, indicating (i) the specific Software and Services Licensee is willing to purchase, (ii) the Software names, (iii) quantities, (iv) unit price and total purchase price as specified in the price quotation provided by Licensor, (v) bill-to addresses, (vi) tax exempt certifications, if applicable, (vii) ZOIPER TERMS OF SALE CONTRACT reference number. Licensor may accept a Purchase order even if some of the information required in the Purchase order is missing or incomplete.

Licensor will review and accept or decline any or all Purchase orders.

No contingency contained on any Purchase order shall be binding upon Licensor.

The terms of this ZOIPER TERMS OF SALE CONTRACT shall apply, regardless of any additional or conflicting terms on any Purchase order or other correspondence or documentation submitted by Licensee to Licensor, and any such additional or conflicting terms are deemed rejected by Licensor.

FINAL SALE FOR PURCHASE ORDERS

ALL SALES ARE FINAL.

EXCEPT AS PROVIDED IN LICENSOR’S WARRANTY STATEMENTS, LICENSOR DOES NOT ACCEPT RETURNS.

IF LICENSOR SHIPPED SOFTWARE SIGNIFICANTLY DEVIATING FROM THE SOFTWARE SPECIFIED IN THE ACCEPTED BY LICENSOR PURCHASE ORDER AT THE DATE OF THE PURCHASE ORDER, LICENSEE IS OBLIGED WITHIN SEVEN (7) DAYS FOLLOWING LICENSEE’S PURCHASE TO GIVE NOTICE TO LICENSOR DESCRIBING IN DETAIL SUCH DEVIATION. LICENSOR SHALL WITHIN FOURTEEN (14) DAYS FOLLOWING LICENSEE’S NOTICE SEND THE APPROPRIATE SOFTWARE, PROPOSE TO FIX THE DEVIATION, OR DELIVER A WORKAROUND.

3. ORDERS WITH SELF-REPORTING OPTION

The Parties may agree with other valid written Contract/s to post-payment self-reporting of all or part of Licensee’s purchases. Licensee shall keep full, true, and accurate records and accounts, in accordance with generally-accepted accounting principles, of the Software, and regarding Software usage and export or transfer. Licensee shall make such records available for review by or on behalf of Licensor upon fifteen (15) days prior written notice, during regular business hours, at Licensee’s principal place of business. Licensee shall provide Licensor with reasonable assistance in order to review and secure copies of such records; in the event that such review discloses non-compliance with this ZOIPER TERMS OF SALE CONTRACT, Licensee shall promptly pay to Licensor the license fees for the underreported Software with penalty at one hundred percent (100%) of the complete underreported amount, plus the cost of conducting the review, plus all claims incurred by Licensor arising out of or in conjunction with Licensee’s underreporting, plus all costs, expenses and Third Party fees incurred therein.

V. PAYMENT AND DELIVERY

1. ORDERS VIA LICENSOR’S OFFICIAL DISTRIBUTION CHANNELS

a) ORDERS THROUGH LICENSOR’S WEBSITE

All payments are advance payments.

When paid accordingly and in advance by Licensee, license for use of Licensor’s Product/s orders through Licensor’s website shall be shipped digitally and immediately automatically via email. It is Licensee’s sole responsibility to provide Licensor with a valid active email address Licensee has access to and can receive the license for use of Licensor’s Product/s on.

Licensor bears no responsibility for misspelled email addresses. Within five (5) business days following purchase Licensor may, on Licensor’s sole discretion, upon Licensee’s request, change the email address and deliver the license of use of Licensor’s Product/s to Licensee’s newly provided email address.

The license of use is subject to the End User License Agreement between the Parties.

b) ORDERS THROUGH THE ONLINE DISTRIBUTION STORES

All payments are advance payments.

When paid accordingly and in advance by Licensee, the license of use of Licensor’s Product/s shall be made available immediately automatically.

Licensor bears no responsibility and shall not be held liable if the ONLINE DISTRIBUTION STORES (where the Software may be uploaded to by Licensor) refuse to or are limited to sell, to provide or to update the Software.

The license of use is subject to the End User License Agreement between the Parties.

2. WITH PURCHASE ORDERS

All payments are advance payments.

Licensee shall pay all payments within seven (7) days following the EFFECTIVE DATE of this ZOIPER TERMS OF SALE CONTRACT.

Delivery dates shall be subject to the Purchase order and/or additional Contract between the Parties.

3. ORDERS WITH SELF-REPORTING OPTION

a) REPORTING PRIOR PAYMENT FOR SELF-REPORTING OPTION

Licensee shall maintain and keep for a period of at least five (5) years, accurate, separate and complete records in sufficient detail to enable the payments due to be determined.

During the term of the license as per the applicable license agreement between the Parties, within thirty (30) calendar days after the end of each calendar quarter, Licensee shall transmit an accounting report to Licensor with respect to all payments due. Such report shall be duly certified by an authorized signing officer of Licensee and shall indicate the amounts due for each calendar quarter.

If no payment is due for any calendar quarter, Licensee shall so report.

b) PAYMENT FOR SELF-REPORTING OPTION

Upon submission of a report of all due payments, no later than thirty (30) calendar days following the end of each quarter, and upon receipt of an invoice from Licensor on the basis of this report and in accordance to the agreed fees, Licensee shall pay the invoice within five (5) calendar days following receipt of the invoice.

In the case of non-payment by Licensee with a delay of five (5) days following receipt of Proforma Invoice sent by Licensor or as provided under this ZOIPER TERMS OF SALE CONTRACT, all outstanding amounts shall bear interest at the maximum interest penalty allowed by law, and shall be payable on demand.

VI. NOTICES

Licensor keeps the right to change this ZOIPER TERMS OF SALE CONTRACT without prior notice. The valid ZOIPER TERMS OF SALE CONTRACT is made available by Licensor on Licensor’s website and updated accordingly by Licensor, and shall be deemed accepted by Licensee shall Licensee continue to apply its rights according to any Contract between Licensee and Licensor.

Notwithstanding the foregoing, notices regarding changes in pricing, license terms, policies or programs may be by posting on www.zoiper.com or by e-mail.

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CONTACT

For any questions arising out of this ZOIPER TERMS OF SALE CONTRACT, please send a valid certified letter mail to the address provided herein, or call the numbers provided herein to receive more information on how to address your questions.

COMPANY NAME: Securax EOOD
ADDRESS: 33 Simeonovsko shose, fl.4, office 8, 1700 Sofia, Bulgaria
TELEPHONE NUMBER/S: +1 415 9065157 ; +352 20333140