Software License Agreement
Software License Agreement
1. PURPOSE
This Software License Agreement (the “License Agreement”) sets out the terms and conditions governing the use of Software Products provided by Abrites or by an authorized distributor of Abrites to a Client of Abrites. This License Agreement is concluded between Abrites and the Client notwithstanding whether Abrites Interface was delivered by an authorized distributor of Abrites or by Abrites itself. The Client accepts to be bound by this License Agreement and this License Agreement becomes effective once any Software Product is installed or is otherwise used by the Client.
2. DEFINITIONS
In this License Agreement, save where expressly stated otherwise or save where the context otherwise requires:
“Abrites” means “Abrites EOOD”, a limited liability company, organized and existing under the laws of Bulgaria, registered with the Bulgarian Commercial Registry under UIC (ЕИК) 131566638, having its seat and registered address at: 147, “Cherni vrah” Blvd., Sofia 1407, Bulgaria, e-mail: info@abrites.com, telephone: +35929550456, being the owner of all Intellectual Property rights of the Software and any hardware products branded Abrites.
“Abrites Interfaces” means hardware with certain firmware for diagnostics installed, including AVDI (ABRITES Vehicle Diagnostic Interface); MODI/Vin Reader – devices for mobile vehicle diagnostics; and other proprietary hardware with certain diagnostic functions created by Abrites.
Annual Subscription means an annual subscription service providing clients with access to the Abrites online services (related to the active software licenses), regular updates to all active software licenses, and access to a set of software functionalities without additional charge.
“AVDI Software” or “AVDI product” means Software products accessible and usable through AVDI interfaces.
“Client” means any individual or legal entity regardless of its legal form, be it a sole proprietor, a body corporate, any joint venture, association or foundation, partnership, or any government, state or agency of a state who accepted to be bound by this License Agreement by installing any Software Product or by using any Software Product. Where the Client is a legal entity, it is deemed to have accepted to be bound by this License Agreement once any of its employees or any other physical person engaged by such Client (such as independent contractors) installs any Software Product or uses any Software Product, and the Client is fully responsible for all actions performed by its employees or the other persons engaged by the Client. “Client” includes any Consumer Client and any Professional Clients, unless expressly stated otherwise.
“Consumer Client” means any Client who is regarded as a “consumer” under applicable law or otherwise enjoys the legal protection provided to consumers under applicable law. A “consumer” under Bulgarian law is any natural person who purchases goods or services which are not intended for carrying out business or professional activity and any natural person who as a party to a contract acts outside the scope of his/her business or professional activity.
“EU Consumer Clients” means Consumer Clients who have their habitual residence in a Member State of the European Union.
“Intellectual Property” means all patents, patent applications, utility models, utility models applications, industrial designs, industrial designs applications, trademarks, trademark applications, unregistered rights (under the meaning of Article 6bis of the Paris Convention for the Protection of Industrial Property), other unregistered intellectual property rights, copyright and related rights, database rights, software rights, licenses, domain names, information and proprietary rights and processes, similar or other intellectual property rights or industrial property rights, subject matter of any of the foregoing, tangible embodiments of any of the foregoing.
“MODI Software” means Software products accessible and usable through MODI devices.
“Non-EU Consumer Clients” means any Consumer Clients other than EU Consumer Clients.
“Non-professional Software Products” means any Software Products other than Professional Software Products. Non-professional Software Products may be put in professional or non-professional use. Certain Software Products, such as the MODI Software, may offer modules/functions that are intended for professional use as well as modules/functions that are intended for non-professional use. In such cases, whether the purchased Software Product as a whole will qualify as a Professional or Non-Professional Software Product will depend on the particular modules/functions installed or used by the Client, i.e. if only modules/functions intended for non-professional use are installed and used, this will be a Non-professional Software Product, whereas if at least one module/function intended for professional use is installed or used this will qualify the Software Product as whole as a Professional Software Product.
“Online Services” means online versions of the Software Products.
“Party” means any of the Client and Abrites and “Parties” means all of them.
“Professional Client” means any Client which is not a Consumer Client.
“Professional Software Products” means all Software Products which, in view of their characteristics and functions, are intended for professional use only and are expressly indicated as such by Abrites on its website or otherwise (e.g. in the relevant product description). The Software related to the AVDI product is a Professional Software Product.
"Software” or “Software Products" refers to all software products in whole or any of their modules/functions developed by Abrites and distributed, published or otherwise delivered by Abrites or by an authorized distributor of Abrites, including, but not limited to, software products for Abrites Interfaces, mobile devices or computers (a desktop version), software products accessible through a browser or other type of online access (an online version). The Software Products include any updates and upgrades, as well as manuals, packages or other files, electronic or on-line materials and documents, as well as all copies of such Software of any kind and materials, including Online Services.
3. LICENSE
3.1 Software License
Provided that the Client obtained the Software from Abrites or an authorized distributor of Abrites and subject to compliance with the provisions of this License Agreement, Abrites grants the Client a non-exclusive, non-transferable limited right to use a copy of the Software on 1 (one) device at a time, unless otherwise indicated in the documentation of the Software. The right to use the Software is granted only within the scope described in the present License Agreement. The Client agrees that the granted right to use the Software does not induce any rights connected with the name or the property of the Software, and that the acceptance of the License Agreement shall not be considered as sale, transfer or other disposition of any rights in the Software whatsoever.
3.2 Restrictions and Applicability of the License Agreement to Professional Software Products
(a) The Parties agree that all Professional Software Products are intended for use only within the Client’s professional or business activity, as they are highly specialized and require a certain degree of professional knowledge, skills and experience for their proper and safe operation. Therefore, the Client undertakes not to use, and to not allow other parties to use, any Professional Software Products for any purposes outside the Client’s professional or business activity. The license provided hereunder grants the Client a right to use the Professional Software Products only within the Client’s professional or business activity.
(b) By purchasing any Professional Software Product, the Client represents and warrants that the Client possesses the required professional knowledge, skills and experience for the proper and safe operation of the Professional Software Product, and the Client undertakes to ensure that the Professional Software Product will be used only by employees or other persons engaged by the Client who possess the required professional knowledge, skills and experience. The Client undertakes to not provide the Professional Software Product or otherwise make it available to any third parties who do not possess the required professional knowledge, skills and experience for the proper and safe operation of the Professional Software Product.
(c) The Professional Software Products are not offered for purchase to and may not be purchased and/or used by Consumer Clients.
(d) Any Client who purchases and/or uses a Professional Software Product is a Professional Client and the provisions of this License Agreement which are expressly indicated as applicable to Consumer Clients only shall not apply to Clients purchasing and/or using a Professional Software Product.
3.3 Restrictions and Applicability of the License Agreement to NON-PROFESSIONAL SOFTWARE PRODUCTS
(a) Non-professional Software Products may be purchased and used by both Consumer Clients and Professional Clients.
(b) The provisions of this License Agreement which are expressly indicated as applicable to Consumer Clients only shall not apply to Professional Clients who purchase and/or use Non-professional Software Products.
3.4 Term of the License.
(a) The term of the license granted to the Client hereunder is perpetual or, where the applicable law does not permit perpetual license, the term of the license is the maximum term permitted by the applicable law subject to automatic renewal for successive periods of the same length, unless either Party objects against such automatic renewal. The term of the license starts with the acceptance of the License Agreement by installing the Software or otherwise commencing use of the Software, whichever is the earliest, and may be terminated earlier upon the occurrence of any of the following events:
(i) the Client terminates the use of the Software by deleting (removing) it from its device;
(ii) Abrites terminates the License Agreement, as set out in Article 12 of this License Agreement.
(b) The purchase of some Software Products and their use and proper functioning (in whole or some of their modules/functions, including the online versions of the Software) would require an Annual Subscription.
(c) and where this is the case, it will be expressly indicated in the description of the respective Software Product. It is an obligation of the Client to ensure that Annual Subscription is duly obtained and renewed as necessary. The Client acknowledges that, after the expiry of the initial period or any subsequent subscription period of Annual Subscription and if the subscription is not renewed, Abrites may suspend the access to the Software Products entirely or to some of their modules/functions, and/or restrict the access to the updated versions of the Software Products.
3.5 Property Rights.
Abrites reserves all rights related to the Software, including, but not limited to the Intellectual Property rights in the Software, all copyrights, related rights, database rights, trademarks, commercial secrets, trade names, ownership rights, patents, utility models, industrial designs, names, computer codes, settings, regardless of whether they have been registered, or not. The Software may not be copied, reproduced, sub-licensed, provided to any third parties or otherwise distributed wholly or partially without the prior written consent of Abrites. All rights which have not been explicitly granted to the Client under this License Agreement, are property of Abrites. In case of any breach of its Intellectual Property rights in the Software, Abrites has the right to terminate the License Agreement immediately, unilaterally and without prior notice.
4. SERVICES PROVIDED BY THIRD PARTIES
Services rendered by third parties may become available to the Client through the Software. The provision of these third-party services will be governed by the terms and conditions applied by such third parties, which the Client should accept before use of these services. The Client may use such third-party services on its own risk and Abrites shall bear no responsibility with respect to the provision of such third-party services.
5. GENERAL LICENSE CONDITIONS
5.1 Restrictions
(a) This license does not entitle the Client and the Client may not and shall not allow any of its employees or any person engaged thereby or any third party to record, reproduce, distribute, broadcast or transmit the Software or use the Software in any other way which is not permitted under this License Agreement without the explicit prior written consent of Abrites.
(b) Any of, but not limited to the following, actions shall be prohibited and represent a material breach of this License Agreement and the Client undertakes not to and shall not allow any of its employees or any person engaged thereby or any third party to:
(i) neglect, remove, circumvent, hamper, or otherwise intervene with, any access control measures in or related to the Software;
(ii) distribute, publish, lease, grant the right to use, sell, rent, lend, transfer the Software to any third party or otherwise allow any third party to use the Software, as well as provide copies, passwords or usernames for the Software to any third party or allow any third party to make copies of or have access to the Software;
(iii) use the Software on more than 1 (one) device at a time, as well as induce any kind of emitting, transmitting, transferring or repeating of the Software, or use any kind of devices that are able or may be able to emit, transmit, transfer, repeat, replay input/output data of the software so that Software can be used on more than one device;
(iv) make any changes in the Software or decompile, hack, emulate, exploit, reverse engineer or translate the Software, or produce derivative software products which are based on the Software or otherwise change its functionality wholly or partially;
(v) remove, hide or change any notices related to copyrights, trademarks or other property rights, signs and labels contained in the Software, including any legal notices or other labels pointing out the origin or the owner of the Software;
(vi) present, announce or otherwise indicate the Software rendered by Abrites as software owned or provided by the Client or to reproduce, load, embed or otherwise integrate the Software on devices marketed by the Client or any other third parties;
(vii) make any attempts to overcome, destroy, circumvent or otherwise make ineffective the software protection used in relation to the Software, as well as create databases or otherwise create permanent copies of the contents of the Software.
(c) In case of any breach of this Article 5.1, Abrites shall be entitled to suspend the Client’s access to the Software Products and/or terminate the License Agreement immediately and unilaterally and without prior notice without prejudice to any other rights to compensation or other remedies available to Abrites under this License Agreement or applicable law.
5.2 Software General Terms of Use
(a) The Software may be provided with access control measures to prevent potential prohibited reproduction or exceeding of limited rights and licenses. Only Software with a valid license can be used to access the Online Services and to download updates. The Client is prohibited to limit or restrict these access control measures or try to deactivate, neglect or circumvent these security measures. If the Client prohibits, removes, changes or otherwise intervenes with the access control measures, there is a risk that the Software will not function properly.
(b) The Software may require an Internet connection to access services or the Internet – based authorization and authentication or for other functions. In order for some of the functions of the Software to work properly, the Client may be required to have and maintain a stable Internet connection. In case the Client does not maintain a stable Internet connection, the Software or some of its functions may fully or partially work improperly or not work at all.
(c) The use of certain Software Products may require that the Client has obtained appropriate licenses, authorizations, registrations, notifications or certificates or has completed any other regulatory or administrative formalities or procedures required under applicable law of the Client’s country of residence/establishment or of the country where the Client’s activity is exercised in relation to the use of the Software and/or the conduct of the Client’s activity within which the Software will be used (hereinafter collectively referred to as “Authorizations”). The Client is solely responsible to ensure that any Authorizations required by the applicable law are duly obtained and fully complied with.
(d) The Client shall also ensure that the Software is used fully in compliance with all requirements under the applicable law and that the Client’s activity in which the Software is used fully complies with such requirements. Any use of the Software without the necessary Authorizations or in violation of any other requirements established by the applicable law for the performance of Client’s activity (including any Abrites instructions) is entirely at the Client’s risk and responsibility. Abrites will not be liable for any use of the Software in violation of the provisions of the law applicable to the Client’s activity. Abrites will not be liable for any unlawful action taken by the Client.
5.3 Prohibition on the misuse of Software
(a) The Client shall not use the Software in any abusive, fraudulent or illegal manner or for any abusive, fraudulent or illegal purposes and shall not use the Software in any manner or for any purposes that are detrimental to Abrites, including the Client shall not take any actions allowing the Client to circumvent technical measures implemented by Abrites to receive Software Products or separate functionalities/modules of Software Products for which the Client has not paid a corresponding license fee. The Client warrants and undertakes to not use and to not allow any of its employees or any person engaged thereby or any third party to use the Software for carrying out any competitive activity to that of Abrites.
(b) In the event of breach of Article 5.3(a), Abrites may take measures to immediately discontinue the access to and/or use of the Software, terminate the License Agreement with immediate effect and retain any fees paid for the Software by Customer.
6. COLLECTIONS AND USE OF INFORMATION. PERSONAL DATA PROTECTION
(a) Abrites is responsible for the protection of the Client’s personal data collected by Abrites by virtue of Abrites Privacy Policy that we strongly recommend that the Client gets acquainted.
(b) The Privacy Policy sets out how, why and to what extent Abrites collects and processes personal and non-personal data in connection with the Software products and services supplied by Abrites. By accepting this License Agreement, the Client agrees with the Abrites Privacy Policy.
7. WARRANTY
7.1 General Warranty
Abrites hereby provides the Client with warranty that the Software is accessible online to the Client. The warranty covers all defects in the Software which might prevent its proper installation which meets the technical requirements set out by Abrites. The Client accepts and agrees to all possible errors that might occur and the Client undertakes to report such errors to Abrites. The improper use of the Software may lead to damages to any electronic device in the vehicle. To the maximum extent permitted by applicable law, Abrites is not liable for such damages.
7.2 For Professional Clients.
(a) Without limitation to the warranty under Article 7.1 and to the maximum extent permitted by the applicable law, the Software will be granted to the Professional Client “as it is”, with all possible defects and without any guarantee or warranties of any kind, and the use of the Software shall be at the Professional Client’s sole responsibility. The risks associated with the good quality and performance of the Software Product shall be borne by the Professional Client. Abrites does not guarantee the Professional Client’s satisfaction with the use of the Software, nor does Abrites guarantee that the Software will satisfy the Professional Client’s requirements, or that it will be fit for any particular purpose, or that it will function without interruption or errors, or that the Software will work together with or collaborate with any other software products manufactured by Abrites, or that any errors of the Software will be corrected.
(b) The provisions of this Article 7.2 are applicable to Professional Clients only.
7.3 For Consumer Clients.
(a) EU Consumer Clients are entitled to a statutory guarantee of conformity for the Software Products, the terms and duration of which are determined in the applicable law of the Member State of their habitual residence. Non-EU Consumer Clients may be entitled to a statutory guarantee of conformity for the Software Products where the applicable law of their country of habitual residence provides for such a statutory guarantee.
(b) The provisions of this Article 7.3 are applicable to Consumer Clients only.
8. LIMITATION OF LIABILITY
(a) The provisions of this Article 8 are applicable to Professional Clients only.
(b) For Professional Clients. To the maximum extent permitted by applicable law, in no case and under no circumstances shall Abrites be liable for any damages, including, without limitation, any specific, special, accidental, direct or consequential damages, property damages, damage or loss of reputation, computer failure or improper functioning of computers, other devices and vehicles, injuries, lost profits or penalty damages, which are caused by or in connection with the possession of, access to, use or malfunction of the Software, or any other actions in connection with the License Agreement or the Software, regardless of whether they have occurred in breach of contract, tort, breach of warranty or any other specific liability or in other situation and regardless of whether Abrites was aware of the possibility of such damages, or not. To the maximum extent permitted by applicable law, Abrites disclaims all liability for any actions resulting from Client’s use of the Software. The Client may use and access the Software at his own discretion and risk, and the Client is solely responsible for any damage to any vehicle, computer system, other software and hardware or loss of data that results from the use of and access to any Software. To the extent the legislation of some countries does not allow for limited liability, the above limitations of liability shall apply to the full extent permitted by the laws of the relevant jurisdiction. Such liability limitations shall not apply only in case some of the specific provisions contained herein are prohibited by a federal, state or municipality law which cannot be derogated. Under no conditions shall the liability of Abrites under this License Agreement exceed the actual price paid by the Client for the use of the Software.
9. SUPPORT SERVICES
9.1 Support Services
(a) Support services may be provided by Abrites only if the Client has concluded a separate agreement with Abrites or with an authorized distributor of Abrites for provision of support services and only if the Client uses authentic Abrites Interfaces. Where the Client uses hardware other than authentic Abrites Interfaces, Abrites may refuse support services even if the relevant support services subscription has been purchased.
(b) The provision of the support services is described on the Abrites website here and is governed by separate terms and conditions with which the Client is bound upon conclusion of the agreement for provision of support services with Abrites or with an authorized distributor of Abrites.
(c) Abrites will not be held liable and not be responsible for resolving problems related to the vehicle itself, the internet service and/or the device used by the Client and/or factors and circumstances beyond the scope of Abrites services.
9.2 Other services
(a) Abrites may, from time to time, offer to Clients various services related to the use of the Abrites Interfaces and/or the Software Products. To use such services, Clients must conclude separate agreement with Abrites which will be governed by separate terms and conditions.
10. WAIVER
(a) In the event that the Client does not renew the Annual Subscription after purchasing the main AVDI package, this could cause the Software to deviate from the objective compliance requirements (specifically, those dependent on receiving Software updates). The Client explicitly acknowledges and accepts such risks. The Client will receive all software updates once the Annual Subscription is activated but the Client acknowledges that if Annual Subscription has not been activated for a long period of time, re-activation may not guarantee trouble-free operation of the Software and/or the Abrites Interface and in such cases Abrites shall not be responsible for any non-conformity.
(b) For Consumer Clients only. The foregoing is without prejudice to the statutory right of Consumer Clients to be informed of and supplied with updates, including security updates, that are necessary to keep the Non-professional Software Products in conformity where the applicable law of the country of habitual residence of the Consumer Client provides for such a statutory right of updates. Where a Consumer Client fails to install, within a reasonable time, such updates, Abrites shall not be liable for any lack of conformity resulting solely from the lack of the relevant update, provided that:
(i) Abrites informed the Consumer Client about the availability of the update and the consequences of the failure of the Consumer Client to install it; and
(ii) the failure of the Consumer Client to install or the incorrect installation by the Consumer Client of the update was not due to shortcomings in the installation instructions provided by Abrites.
11. RIGHT OF WITHDRAWAL
11.1 Provisions applicable to Professional Clients only.
(a) Professional Clients are not consumers and do not enjoy the right of withdrawal granted by applicable law to consumers or other similar legal protection. Once the Software Product (including the Annual Subscription ) is purchased by the Professional Client, the Professional Client may not withdraw from this License Agreement or request return of the Software Product and/or reimbursement of any fees paid for such Software Product.
(b) The Software Product will be considered as purchased, including, but not limited to, when the Professional Client does any of the following:
(i) Purchases a Software Product (including Annual Subscription ) through Abrites or an Abrites partner/distributor, part of the Abrites distribution network, as specified on the Abrites website here;
(ii) Purchases the main AVDI package through Abrites or an Abrites partner/distributor, part of the Abrites distribution network, as specified on the Abrites website here;
(iii) Renews subscription services through Abrites or an Abrites partner/distributor, part of the Abrites distribution network, as specified on the Abrites website here.
(c) The provisions of this Article 11.1 are applicable to Professional Clients only.
11.2 Provisions applicable to Consumer Clients only.
(a) The provisions of Article 11.2(b) and (c) are applicable only to EU Consumer Clients, while the provision of Article 11.2(d) is applicable only to Non-EU Consumer Clients.
(b) For EU Consumer Clients:
EU Consumer Clients have a right to withdraw from this License Agreement (for the purposes of this Article 11.2 the License Agreement is referred to as “the Contract”) without stating any reason within a 14-day period from the conclusion of the contract, unless the exceptions from the right of withdrawal provided in Article 11.2(c)(iii) below apply in which case the EU Consumer Client does not have a right to withdraw from the Contract.
(c) The right of withdrawal of the EU Consumer Clients provided in Article 11.2(a) shall be governed by the following rules:
(i) Instructions on the right of withdrawal
(a) The EU Consumer Client has the right to withdraw from the Contract within 14 days without giving any reason. The withdrawal period will expire after 14 days from the day of the conclusion of the Contract.
(b) To exercise the right of withdrawal, the EU Consumer Client must inform Abrites of his decision to withdraw from the Contract at the following address: (Abrites Ltd. (“Абритес“ ЕООД), 1407 Sofia, Bulgaria, 147 “Cherni vrah” Blvd., e-mail: info@abrites.com, phone: +35929550456), by an unequivocal statement (e.g. a letter sent by post or e-mail). The EU Consumer Client may use the model withdrawal form presented below, but it is not obligatory.
(c) To meet the withdrawal deadline, it is sufficient for the EU Consumer Client to send his communication concerning the exercise of the right of withdrawal before the withdrawal period has expired.
(ii) Effects of withdrawal
(a) If the EU Consumer Client withdraws from the Contract, Abrites shall reimburse EU Consumer Client with all payments received from the EU Consumer Client (if any), including the costs of delivery (with the exception of the supplementary costs resulting from the EU Consumer Client’s choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than 14 days from the day on which Abrites is informed about the EU Consumer Client’s decision to withdraw from the Contract. Abrites will make the reimbursement using the same means of payment as the EU Consumer Client used for the initial transaction, unless expressly agreed otherwise; in any event, the EU Consumer Client will not incur any fees as a result of such reimbursement.
(b) If the EU Consumer Client has made any payments for any service and has requested to begin the performance of such service during the withdrawal period, the EU Consumer Client shall pay Abrites an amount which is in proportion to what has been provided until the EU Consumer Client has communicated to Abrites his withdrawal from the Contract, in comparison with the full coverage of the Contract.
(iii) Exceptions from the right of withdrawal. The EU Consumer Client does not have a right to withdraw from the Contract if the performance has begun and, if the Contract places the EU Consumer Client under an obligation to pay, where:
(a) the EU Consumer Client has provided prior express consent to begin the performance during the right of withdrawal period;
(b) the EU Consumer Client has explicitly waived their right of withdrawal; and
(c) Abrites has provided confirmation of the Contract concluded, including confirmation of the EU Consumer Client’s prior express consent and/or waiver.
Model withdrawal form:
(complete and return this form only if you wish to withdraw from the contract)
— To Abrites Ltd. (“Абритес“ ЕООД), 1407 Sofia, Bulgaria, 147 “Cherni vrah” Blvd., e-mail
— I/We (*) hereby give notice that I/We (*) withdraw from my/our (*) contract of sale of the following goods (*) /for the provision of the following service (*) ,
— Ordered on (*) /received on (*) ,
— Name of consumer(s),
— Address of consumer(s),
— Signature of consumer(s) (only if this form is notified on paper),
— Date
(*) Delete as appropriate.
(d) For Non-EU Consumer Clients:
Non-EU Consumer Clients may have a statutory right to withdraw from this License Agreement without giving any reason only if and to the extent that such right is provided under the applicable law of the country of their habitual residence.
12. TERMINATION
12.1 Termination in case of Breach.
In case the Client violates any provision of this License Agreement or any provision of any other agreement concluded with Abrites or with an authorized distributor of Abrites in relation to the acquisition and/or use of the Abrites Interfaces and/or the Software Products, Abrites may terminate the License Agreement with immediate effect, unilaterally without notice. Upon termination of the License Agreement, the Client is obliged to immediately discontinue any access to and use of the Software and to destroy all Software and all copies of the Software which have been made, including to delete and conclusively uninstall the Software from all devices on which it has been installed.
12.2 Provisions applicable to Professional Clients only.
(a) The provisions of this Article 12.2 are applicable to Professional Clients only.
(b) Professional Clients accept and agree that upon and after termination of the License Agreement as per Article 12.1, Professional Clients will not be entitled to any compensations, either by virtue of the law or by virtue of a contract.
(c) If Abrites terminates the License Agreement due to non-fulfilment or violation of any of its provisions (and specifically, but not limited the restrictions defined in Article 5.1 and Article 5.3) by the Professional Client, the Professional Client undertakes to pay Abrites a one-time penalty in the amount of EUR 500 000, no later than 10 (ten) days after the termination, and in addition to the penalty Abrites may retain all fees paid by the Professional Client for the purchased Software.
(d) The penalty stipulated in the preceding paragraph does not prevent Abrites from seeking compensation for greater damages under the general rules of the applicable law, if their value exceeds the penalty paid.
12.3 Remedies.
(a) The Client hereby agrees that in case the Client violates the provisions of the present License Agreement, Abrites shall be unconditionally entitled to deprive the Client from his rights granted hereunder without having to present evidence for damages incurred.
(b) Abrites may suspend the Client’s access to and use of the Software Products, entirely or as regards some of their modules/functions, with immediate effect and without owing any compensation to the Client in any of the following cases:
(i) if the Client violates any provision of the present License Agreement;
(ii) if the Client violates any provision of any other agreement concluded with Abrites or with an authorized distributor of Abrites in relation to the acquisition and/or use of the Abrites Interfaces and/or the Software Products;
(iii) if the Client fails to pay on time any fees due under any agreement referred to in points (i) or (ii) above;
(iv) if the Client raises a dispute or otherwise contests before/through the relevant payment services provider or credit card issuer any payment of fees made by the Client pursuant to any agreement referred to in points (i) or (ii) above, or if the processing of such payment is for any other reason delayed or suspended by the relevant payment services provider or credit card issuer.
(c) The rights of Abrites under Article 12.3(a) and (b)above shall in no way restrict the right of Abrites to hold the Client responsible in connection with the contractual violation and they shall be in addition and without prejudice to all other available remedies that Abrites may have whether in law or in contract, including the right to terminate this License Agreement.
12.4 Compensation.
The Client hereby agrees to protect against and indemnify Abrites, its partners, contractors, employees, directors, employees or agents for any damages, losses and expenses deriving directly or indirectly from Client’s actions and/or inaction in breach of this License Agreement.
13. MISCELLANEOUS
13.1 Amendment of the License Agreement.
(a) Provisions applicable to Professional Clients only. Abrites preserves its right to amend or supplement this License Agreement, as well as to remove parts thereof, in its own discretion, whereby Abrites is obliged to publish the up-to-date version on its web page (www.abrites.com). The Professional Client will be considered to have accepted such amendments in case the Professional Client continues to use the Software. The provisions of this Article 13.1(a) are applicable to Professional Clients only.
(b) Provisions applicable to Consumer Clients only. This License Agreement may be amended upon the initiative of Abrites or in other cases provided for in the applicable law. In case within 1 (one) month from being informed about the proposed amendment of the License Agreement the Consumer Client makes no objections against the proposed amendments, the amended License Agreement will be deemed accepted and binding upon the Consumer Client. If the Consumer Client does not agree with the proposed amendments to the License Agreement, the Consumer Client may either withdraw from the License Agreement with no compensation due or continue its performance under its version prior to the amendment. For this purpose, the Consumer Client should notify Abrites in writing to the email address of Abrites within 1 (one) month from being informed about the proposed amendment of the License Agreement. The right under the preceding sentence is not available where the amendments in the License Agreement are due to legislative changes or mandatory instructions from competent authorities. The provisions of this Article 13.1(b) are applicable to Consumer Clients only and to the extent that the applicable law of the country of habitual residence of the Consumer Client does not require any other mandatory procedure for amendment of this License Agreement.
13.2 Entire Agreement.
This License Agreement constitutes the entire obligation of the Parties hereto with respect to its subject matter hereof and supersedes any prior agreements, expressions of intent or understandings in relation to its subject matter.
13.3 Severability.
If any provision of this License Agreement is held to be invalid or unenforceable by any judicial or other competent authority, all other provisions of the License Agreement will remain in full force and effect and will not in any way be impaired. If any provision of this Agreement is held to be invalid or unenforceable but would be valid or enforceable if some parts of the provision were deleted, or the range of the purported effect of that provision reduced in scope, the provision in question will apply with the minimum modifications necessary to make it valid and enforceable.
13.4 No Assignment.
No Party may assign, transfer or otherwise dispose or encumber all or any of its rights or obligations under this License Agreement without the prior written consent of the other Parties.
13.5 Notices.
(a) All notices, demands or other communications to be given or delivered to a Client under or by reason of the provisions of this License Agreement, including its termination, shall be in English and in writing and shall be sufficient if delivered to the email address of the Client registered in the sales system of Abrites or of an Abrites distributor/partner. All notices, demands or other communications to be given or delivered by a Client to Abrites under or by reason of the provisions of this License Agreement, including its termination, shall be in English and in writing and shall be sufficient if delivered to the email address of Abrites specified in Section 2. (Definitions) of this License Agreement.
(b) If the Client changes his e-mail address without properly registering its new email address in the above manner, Abrites shall not be responsible for any missed messages, communications, notifications, etc.
(c) Any electronic communication exchanged via e-mail to the e-mail addresses of the Client so registered shall be deemed signed with advanced electronic signature and shall have the same legal effect as if signed by handwritten signatures. The execution of this Agreement as well as any communication being made or delivered under or by reason of this Agreement by any form of technical means which meets the requirements for an advanced electronic signature under Article 26 of Regulation (EU) No. 910/2014 shall have the same legal effect as if signed by a handwritten signature.
13.6 Applicable Law and Jurisdiction.
(a) This License agreement shall be governed by and construed in accordance with the laws of Republic of Bulgaria. Despite the application of Bulgarian law, Consumer Clients also enjoy the protection of the mandatory provisions of the law of the country in which the Consumer Client has his habitual residence. The application of mandatory provisions limiting the choice of law and in particular the application of mandatory provisions of the law of the country in which the Consumer Client has his habitual residence, such as consumer protection laws, shall remain unaffected.
(b) Where this License Agreement is concluded with a Professional Client, any dispute arising out of the interpretation, validity, execution, performance or termination of this License Agreement shall be subject to the exclusive and mandatory jurisdiction of the competent court in the city of Sofia, Bulgaria, regardless of the seat or residence of the Professional Client. The Professional Client agrees that it may submit claims and requests against Abrites only individually on the Professional Client’s own behalf, and not as a representative or member of a professional organization or representation.
13.7 Mandatory information applicable to EU Consumer Clients:
(a) Consumer information pursuant to Regulation (EU) No. 524/2013. For the purpose of settling consumer disputes out of court, the European Commission has established a platform for online dispute resolution (ODR). The ODR platform can be accessed at http://ec.europa.eu/consumers/odr/.
(b) Consumer information regarding alternative dispute resolution (ADR) proceedings pursuant to the Bulgarian Law on Consumer Protection:
Abrites falls in the scope of activity of the following alternative dispute resolution entities established in Bulgaria:
(i) Обща помирителна комисия към Комисия за защита на потребителите със седалище град София (General Conciliation Committee within the Commission for Consumer Protection based in Sofia; website: http://www.kzp.bg),
(ii) Център за алтернативно решаване на спорове "Консенсус" (Centre for Alternative Dispute Resolution “Consensus”; website: sdr.konsensus@gmail.com); and
(iii) Център за алтернативно решаване на спорове "НАИС" към Сдружение Национална асоциация за извънсъдебни спогодби (The Centre for Alternative Dispute Resolution (НАИС) run by the National Association for Out-of-Court Settlements; website: http://www.nais.bg/).
Abrites is not willing and is not required by law to participate in alternative dispute resolution proceedings before any alternative dispute resolution entities.
(c) The provisions of this Article 13.7 are applicable only to EU Consumer Clients. Non-EU Consumer Clients are advised to consult the applicable legislation of the country of their habitual residence.
This version of the Software License Agreement is effective as of July 14, 2025.
