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GENERAL TERMS FOR ZOIPER RESELLERS

The present document outlines the rules for participation in the Zoiper Reseller Program organized by Securax EOOD, a company duly organized under the laws of Bulgaria, with registered address at 120 Tintyava Str., entrance B, 1st floor, Izgrev District, 1113 Sofia, Bulgaria (hereinafter referred to as “Zoiper”).

1. Definitions

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

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

1.1.1. “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.

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

1.1.3. “Online Order” shall mean an electronic request by Reseller to receive a Reseller License for a particular number of End-Point Licenses for a particular Product, which request is created and submitted to Licensor by selecting options, filling in information and providing respective confirmations via the online electronic forms and functionalities available in the System.

1.1.4. “Product” shall mean the respective version of Licensor’s software application “Zoiper” for any operating system as provided to Licensor’s own End-Users. 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 a built-in application programming interface (API) when available, but only the file(s) necessary for installing and using the software application “Zoiper” for its intended purposes.

1.1.5. “Reseller License” shall mean а limited world-wide non-exclusive, non-transferable and non-assignable, in whole or in part, right to sub-license the Product(s) noted in the respective Purchase Order or Online Order to Reseller’s clients by providing each of them with one or more End-Point Licenses for the Product(s) until reaching the maximum number of End-Point Licenses specified in all Purchase Orders and Online Orders of Reseller, as well as to provide them with a limited amount of Test Licenses. The Reseller License does not include the right to use any End-Point License or Test License for any Product for its intended End-User purpose, but only to provide such Licenses to its clients.

1.1.6. “System” shall mean Licensor’s online licensing management system.

1.1.7. “Test License” is a limited world-wide non-exclusive, non-transferable and non-assignable in whole or in part, right to use an End-Point License for a Product for a limited period of time.

1.2. Other capitalized terms used in this agreement shall have the meaning defined herein or in the Zoiper General Terms, available at: https://www.zoiper.com/en/zoiper-general-terms (“ZGT”).

2. Acceptance of these General Terms for Zoiper Resellers (GTZR)

2.1. These GTZR constitute an inseparable part of any Purchase Order or Online Order and together with such Orders and other binding documents agreed between the Parties, constitute the contents of the Agreement between them. These GTZR are accepted by Reseller 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 “I agree”, or “I accept”, or other as may be explicitly indicated in the System, where an indication of agreement with these GTZR is provided near the respective button;

2.1.3. By creating and sending an Online Order through the System.

2.2. For the purpose of entering into a legally binding Agreement and acceptance of these GTZR the Parties agree:

2.2.1. to receive electronic statements from each other;

2.2.2. 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;

2.2.3. to accept the information provided about Reseller’s identity and associated with the clicking of the respective virtual button under item 2.1.2 as a legally binding electronic signature;

2.2.4. tо accept the information about Zoiper’s identity contained in the beginning of these GTZR as a legally binding electronic signature.

2.3. Signatories declare that they have the necessary power and/or authorizations to legally bind the respective Party by performing the described actions for acceptance of these GTZR.

2.4. By accepting these GTZR Reseller also accepts the ZGT and Zoiper Privacy Policy which constitute an integral part hereof. If Reseller does not agree to any of the provisions of these GTZR, the ZGT or the Zoiper Privacy Policy, Reseller must not sign any Purchase Order nor submit any Online Order for any Product or Service provided by Zoiper.

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

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

3. Subject and Prices

3.1. Upon acceptance of these GTZR and placing by Reseller of the first and following Purchase Order(s) and/or Online Order(s) (together or either one called “Order(s)”), Licensor will provide Reseller with a Reseller License for the respective number of End-Point Licenses for the respective Product(s) specified therein, under the conditions of these GTZR.

3.2. Reseller shall pay to Licensor the price specified in each Order within the term noted therein.

3.3. Receipt of the relevant payment is a prior condition for provision of a Reseller License for the number of End-Point Licenses under any Order. The Reseller License shall automatically arise, separately for the respective number of End-Point Licenses specified in each Order, at the moment of receiving by Licensor of the full payment for those Licenses specified in the same Order.

3.4. By signing a Purchase Order or placing an Online Order Reseller agrees to the provisions thereof and undertakes the respective payment and other obligations provided therein. Purchase Orders become binding only after their signing by both Parties, and no rights or obligations shall ensue from them otherwise.

3.5. Unless otherwise agreed with a specific Order, the price applicable for one End-Point License will depend on the number of End-Point Licenses ordered by Reseller and will be determined according to a volume-price discounts reference table provided in a Zoiper distributor offer, a Purchase Order, or in a respective section of the System. Discount rates, levels and conditions may be unilaterally amended by Zoiper at any moment.

3.6. Reseller is advised that the online shop available to Licensor’s End-Users on the Website is not intended for purchasing of Reseller Licenses and does not allow the calculation of a reseller discount for the purchases. Any orders made by Reseller using Licensor’s Website functionality, and not the System, are made at Reseller’s own responsibility and will not be subject to refund or to any discounts or compensations of any kind.

4. Rights and obligations

4.1. Licensor creates for Reseller a reseller account in Licensor’s the System and provides Reseller with a link and instructions for its use. Through this account Licensor provides Reseller functionality allowing Reseller to review the status and manage purchased End-Point Licenses, including to provide them to End-Users, to place Online Orders for new End-Point Licenses, to access information and to perform other actions as available in the System. Licensor reserves the right to change the appearance, functionality and availability of the System, as well as to terminate the provision of the System.

4.2. Reseller is provided with automatically generated credentials (username and password) for access to the System. Licensor has no access to these credentials and Reseller is solely responsible for their safekeeping, as well as for any and all actions performed in the System with the usage of these credentials.

4.3. Reseller provides End-Point Licenses to its clients by creating for them respective user accounts in the System and assigning one or more End-Point Licenses to those accounts.

4.4. Each End-Point License for which Reseller has a Reseller License will be exhausted with its assigning to an End-User account and with each such assigning the overall number of End-Point Licenses provided to Reseller as part of the Reseller License will decrease by one (1).

4.5. End-Point Licenses which have been used (installed) by the End-User may be reset, when a re-installation is necessary. Such a reset will not restore the used End-Point License for provision of the same license by Reseller, but allow the End-User to alone make a new installation of the same End-Point License (for example, in order to use the Product on a new device) without the need to receive a new End-Point License from Reseller. A reset can only be made in case of online activation of the Product and only once within a particular week. If achieving the purpose of the reset was not successful and another reset is needed within the same week, Licensor’s sales representatives can be contacted in order to assist with the situation.

4.6. To provide its clients with Test Licenses, Reseller can contact Licensor’s sales representatives and receive a limited amount of Test Licenses. Test Licenses are valid for fourteen (14) days from their assigning by Reseller to the respective End-User account and are not restored back to Reseller after their expiration. Test Licenses may be provided to each End-User account on up to two (2) separate occasions and only if the respective End-User has not been assigned any regular End-Point License. Upon assigning of a regular End-Point License all active Test Licenses provided to the same End-User account expire immediately.

4.7. In the course of provision of End-Point Licenses to its clients, Reseller shall observe any and all legal requirements and restrictions which might be applicable to its activities, and shall not be allowed to make any statements or perform any activities which might mislead potential customers with regard to the nature, price or other characteristics of Licensor’s Products and/or Services or otherwise mislead them, or perform any activities which might damage in any way the commercial or other reputation and good name of Licensor.

4.8. Notwithstanding express limitations provided in these GTZR, Reseller shall be free and independent of Licensor with regard to the choice, organization and managing of its own activities, business approach and relations with End-Users as regards the provision of End-Point Licenses, including with regard to the prices offered to its clients. Licensor does not provide payment-related services for Reseller’s relations with its customers, neither as a standalone service, nor through the System. Reseller is solely responsible for organizing and managing the payments and payment methods offered to its clients, as well as for any and all other aspects of its relations with such clients, including without limitation refund requests.

4.9. Nothing in these GTZR shall be construed as limiting in any way the Licensor’s right to market, distribute and provide its Products and Services to any persons, or to conclude with third parties agreements identical or similar to the Agreement, for any territory or for any period of time. Nothing in these GTZR shall be construed as setting or restricting in any way the possibility to set any conditions, including, but not limited to terms and prices, under which Licensor can provide its Products and/or Services or conclude agreements with any customers, including customers of Reseller.

4.10. Reseller has the right to provide up to 10% of the End-Point Licenses provided under these GTZR to Affiliated Parties, which include employees, officials, advisors, subcontractors or any other agent of Reseller or of a party connected to Reseller as per item 4.11. Reseller has no right to use any Licenses for any activities other than reselling or the provision allowed under the previous sentence.

4.11. Except as allowed under item 4.10, Reseller is prohibited from providing any End-Point Licenses to any entities other than independent third parties that are not connected to either Reseller or to natural persons or organization connected to Reseller. The limitation under the previous sentence pertains to any connection, whether direct or indirect, including without limitation any relationship of legal or practical control, or any other business, legal or factual relation other than the reselling of End-Point Licenses.

4.12. All pricing levels and conditions provided to Reseller are strictly confidential and subject to the confidentiality clauses of the Zoiper General Terms.

5. Intellectual Property

5.1. All intellectual property rights over the Products, the System, and any materials, trademarks, logos and any other materials available in the Product(s) or the System, arise as and remain exclusive property of Licensor or Licensor’s respective licensors. Notwithstanding the imperative rules of the law, except for the rights expressly provided with these GTZR and as per their limitations, Licensor does not provide, and neither Reseller, nor any End-User shall have any other intellectual property rights or any other rights over any Product or the System.

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

6. Liability

6.1. To the maximum extent permitted by the applicable law Licensor shall not be liable to Reseller: (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 Reseller including without limitation patent infringement and product liability, Reseller’s obligation to compensate any customer or other third party; when the damages, losses, expenses, obligations or liabilities have arisen out of the provision, the unauthorised access to, or the inability to provide, any Product, Service, or the System, by Licensor, even if Licensor has been advised of the possibility of such damages, losses, expenses, obligations or liabilities. In any case Licensor’s responsibility shall be limited to the amounts paid under the Agreement.

6.2. These GTZR do not provide authorization for Reseller to negotiate or act on behalf of Licensor, to bring any obligations upon it or represent it in any other way. Reseller is not and shall not present itself or its employees as Licensor or agent(s) or employee(s) of Licensor.

6.3. Reseller shall be solely responsible to any respective third party for any obligations and/or representations it undertook or made in contradiction with the provisions of item 6.2 and shall not have any claim against Licensor with regard to any consequences, including without limitation any damages, loss of profits and/or obligations towards any third party, arising out of Reseller’s actions undertook in contradiction with the provisions of item 6.2. Notwithstanding these provisions, Licensor shall have the right to subrogate at any moment in the rights and obligations of Reseller acquired as a result of such actions by sending an explicit written notice of this to Reseller and/or the respective third party, including via e-mail.

6.4. Any actual or suspected infringement of items 4.10 or 4.11 above shall result in incurring of penalties of double the respective retail End-User price commercially offered by Licensor for each End-Point License wrongfully provided or used by Reseller. All penalties shall be included in final or pro-forma invoices and shall be payable within 2 weeks of issuing the respective document. In case of lack of full and timely payment of such penalties, Licensor shall have the right to immediately withdraw any and all rights, and disable any and all End-Point Licences, provided under any Order, without notice and regardless of whether the Licenses have been already provided to Reseller’s client(s) or not. Contesting of any incurred penalty by Reseller shall not have effect on the obligation to pay the penalty within the noted term, nor on the consequences of its incomplete or late payment. Licensor shall return the penalty amount if and when the dispute is resolved with a definitive court decision to this end.

6.5. Notwithstanding item 6.4 above, in case of copying, reproduction or other use of the Product or the System or any parts of them, other than the use expressly allowed under these GTZR, as well as in case of any other violation of intellectual property rights belonging or exclusively licensed to Licensor, or violation of its obligations to protect confidential information, Reseller shall owe to Licensor a penalty of EUR 50 000 for each separate violation, payable under the conditions for payment of the penalty in item 6.4. For violations under the previous sentence, involving unauthorized commercial use of the “Zoiper” trademark and/or the logo, design or functionality of any Product, including without limitation for the creation of imitating product(s), the penalty will be to the amount of EUR 500 000 for each separate violation and payable under the same conditions. Licensor 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 Reseller, any Affiliated Party, or any other party for whose actions Reseller is responsible.

7. Data Protection Agreement

7.1. For the purposes of this section:

7.1.1. “Data Protection Laws” means the (a) EU Regulation 2016/679 (General Data Protection Regulation; ‘GDPR’) (b) Member State laws or regulations relating to the processing and protection of Personal Data implementing or complementing GDPR; and (c) any other applicable laws or regulations relating to the processing and protection of Personal Data;

7.1.2. “Data” or “Personal Data” means personal data within the meaning of the GDPR received by Licensor in the course of execution of the Agreement between the Parties. In particular:

7.1.2.1. The types of Personal Data to be Processed are names, addresses (if provided), telephone number (if provided), email address (if provided), HDD serial number of License activation.

7.1.2.2. The categories of Data Subjects to whom the Personal Data relate are individuals who use End-Point Licenses for Licensor’s software Products purchased from Reseller.

7.1.2.3. The nature and purpose of the Processing of Personal Data are:

7.1.2.3.1. The purpose is for each of the Parties to perform its contractual obligations to their clients, including Data Subjects, for the duration of the contract with them and for Licensor – for the duration of the activated End-Point License, including for managing Licenses, provision of technical support and maintenance services and for any professional services including education/training.

7.1.2.3.2. Other purposes include performance of legal obligations of the Parties, and protection of their prevailing legal interests, as the case may be.

7.1.2.4. The duration of the Processing of Personal Data shall be for as long as a legal ground for the Processing is present – until the Agreement is in force and until the respective End-Point Licenses for the software Products provided to End-Users are active.

7.1.3. “Data Subject(s)” has the meaning defined in the GDPR.

7.1.4. “Process” and derivative forms thereof (“Processing”, “Processor”, etc.) shall have the meaning defined in the GDPR.

7.1.5. “Controller” and derivative forms thereof shall have the meaning defined in the GDPR.

7.1.6. All other capitalized terms have the meaning described in the beginning of these GTZR or in the ZGT or Licensor’s Privacy Policy available respectively here: https://www.zoiper.com/en/zoiper-general-terms and here: https://www.zoiper.com/en/zoiper-privacy-policy.

7.2. It is agreed that the Parties respectively and jointly perform roles and responsibilities of a Controller for the Personal Data, as follows:

7.3. Licensor:

7.3.1. Defines the types and categories of Data to be Processed, the means and the purpose of the Processing;

7.3.2. is responsible of implementing security measures; and

7.3.3. is responsible for making notifications of Personal Data breach to data protection authorities, if needed.

7.4. Reseller:

7.4.1. is responsible for the accuracy of Personal Data provided to Licensor in the course of execution of the Agreement;

7.4.2. is responsible for informing the Data Subjects about the Processing of their Personal Data by both Reseller and Licensor and the modalities for the exercise of their rights;

7.4.3. is responsible for the observation of the rules and security measures defined by Licensor for the System and its use, and

7.4.4. is sole Controller and solely responsible for any Processing of any Personal Data received by Data Subjects of generated in the course of its own commercial activities and any other data Processing performed by Reseller outside the System. Such Processing is outside the scope of these GTZR and the Agreement.

7.5. The Parties shall ensure that all employees and other representatives accessing the Data are (i) aware of the terms of this section of the GTZR and (ii) have received comprehensive training on Data Protection Laws and related good practice, and (iii) are bound by a commitment of confidentiality (Article 28, para 3(b) GDPR);

7.6. The Parties shall take reasonable steps to ensure the rights of Data Subjects are adhered to; that the Personal Data is accurate and kept up to date; that Personal Data is not kept for longer than it is necessary, and to undertake all necessary steps to obtain applicable permission from Data Subjects in relation to Processing as per these GTZR.

7.7. Licensor has implemented in and for the System appropriate technical and organizational measures to ensure a level of security appropriate to the risk, complying with Article 32 of GDPR, and taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons. In assessing the appropriate level of security, Licensor has taken into account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.

7.8. The parties will only transfer Personal Data to a Sub-processor following prior notice and consent of the Data Controller and/or Data Subject as applicable. Such consent will not be withheld without reason. Reseller may involve third party sub-processors in the Processing of Data received by Data Subjects and Processed under the conditions of item 7.4.4 above.

7.9. Licensor shall export Personal Data outside the EU only under the conditions set forth by the GDPR and after notifying Reseller of such exports. Reseller may export any Data only in the course of its own activities as Data Controller under item 7.4.4 above.

7.10. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, the Parties shall in relation to Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.

7.11. The Parties shall take account of the risks from Processing, including but not limited to a Personal Data Breach, and ensure that adequate controls exist to notify Data Subjects and the authorities as applicable in the event of a Personal Data Breach.

7.12. Each Party shall assist the other by responding to requests to exercise Data Subject rights under the Data Protection Laws and shall promptly notify it if receives any request from a Data Subject under any Data Protection Law in respect of Personal Data. When answering such requests Reseller shall ensure that it does not respond except (i) when acting as a Controller under item 7.4.4; or (ii) following the documented instructions of Licensor when Licensor is the Controlling Party; or (iii) as required by the Data Protection Laws to which it is subject, in which case it shall to the extent permitted by the applicable Data Protection Laws inform Licensor of that legal requirement before it responds to the request.

7.13. Each Party shall notify the other immediately becoming aware of a Personal Data Breach affecting the Personal Data. The respective Party must be provided with sufficient information to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws. The Parties shall cooperate and take reasonable commercial steps to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

7.14. The Parties shall provide reasonable assistance to each other with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities as may be required.

7.15. Reseller shall make available to Licensor all information reasonably requested that demonstrates compliance with the requirements of this Section.

7.16. Within 30 calendar days of the termination of the Agreement between the Parties, Reseller will permanently delete and destroy and procure the deletion of all copies of Personal Data which it received or had access to via the System and will be able to provide evidence thereof. Each Party may retain Personal Data to the extent required by the Data Protection Laws and only to the extent and for such period as required or allowed by the Data Protection Laws and always provided that the confidentiality of all such Personal Data is maintained and that the Personal Data is only processed as necessary for the purpose(s) specified in the Data Protection Laws and requiring its storage and for no other purpose.

7.17. The Parties shall appoint and inform each other of at least one representative for communication with respect to Data Protection matters.

8. Term and termination

8.1. These GTZR shall become binding to the Parties at the moment of their acceptance and shall be valid for an indefinite term.

8.2. The Agreement between the Parties will be terminated in the following cases:

8.2.1. by mutual agreement of the Parties;

8.2.2. unilaterally by either Party with a written notice with immediate effect;

8.2.3. in other cases provided for in the law.

8.3. In case of termination Reseller’s account in the System will be deactivated and/or deleted and all unused End-Point Licenses will be forfeited. Amounts paid under any Order will not be subject to refund and any incurred amounts that have not been paid will become due immediately. End-Point Licenses which have been provided to End-Users will continue to be functional without further possibility to reset them or update the provided Product.

8.4. All conditions of these GTZR for which it is necessary to apply after its termination in order to achieve their intended effects, including without limitation clauses pertaining to confidentiality, penalties and other payments, shall survive termination.

9. General terms

9.1. All notices, requests and other communication provided for in these GTZR shall be made in writing to the registered addresses of the Parties provided in the beginning of these GTZR (for Licensor) or when creating an account in the System (for Reseller), or on their respective e-mail addresses. 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.

9.2. The Zoiper General Terms and Licensor’s Privacy Policy available at: https://www.zoiper.com/en/zoiper-general-terms and https://www.zoiper.com/en/zoiper-privacy-policy respectively, are incorporated here by reference. They will apply, adjusted accordingly when needed, to all matters not expressly covered by these GTZR. These GTZR, together with the relevant parts of the Zoiper General Terms and all related Purchase Orders and Online Orders, constitute the full and complete understanding and Agreement between the Parties, and supersedes all contemporaneous and prior written or oral understandings, agreements and representations relating to the subject matter hereof, unless otherwise specifically agreed in writing.

9.3. 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 these GTZR will continue to be in full force and effect.

9.4. The Agreement between the Parties will be governed by the law of the Republic of Bulgaria with the exception of its conflict of laws rules. Any disputes arising out of or with regard to the Agreement or any Order shall be solved via amicable negotiations. If no agreement can be reached in this way, the dispute shall be resolved via the competent Bulgarian court.