SOFTGROUP TERMS OF USE 1. PREAMBLE These general terms of use (“Terms of Use”) govern the provision of, and your use of SoftGroup Offerings purchased through Azure Marketplace (“Marketplace”). By agreeing to these Terms of Use, you represent and warrant that you have the authority to accept them, and you also agree to be bound by them. These Terms of Use apply to all Orders placed subject to them. Capitalized terms have the meanings given under “Definitions” section below. 2. DEFINITIONS Throughout these Terms of Use, words or expressions beginning with a capital letter which have not been defined elsewhere shall have the following meanings: “Client” or “You” or “Your” means and refers to the individual or company purchasing SoftGroup’s Offerings; “Client Personal Data” means the Personal Data that is processed by SoftGroup on behalf of the Client in connection with the Offerings; “Confidential Information” means the information defined in the “Confidentiality” section. “Data Protection Law” means any law applicable to SoftGroup or Client, relating to data security, data protection and/or privacy, including Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to processing of personal data and the free movement of that data (“GDPR”), and any implementing, derivative or related legislation, rule, regulation, and regulatory guidance, as amended, extended, repealed and replaced, or re-enacted. “Documentation” means all user manuals, handbooks, training material, requirements, and other written or electronic materials We make available for, or that resulting from use of, the Offering; “Effective Date” means the date You accepted these Terms of Use, either expressly or by placing an Order for an Offering; “Offering” means all services, websites (including hosting), solutions, platforms, and products identified in an Order and that SoftGroup makes available to You under or in relation to these Terms of Use and the respective Order, including the software, equipment, technology, and services (including but not limited to providing access to a web-based software and performing user acceptance tests/validation of its functionalities, delivery of Documentation and personnel training relevant to the respective software) necessary for Us to provide the foregoing. Offering availability and contents may vary by region; “Order” means the mutually agreed and executed document used to transact the Offering; “Party” means each of SoftGroup and the Client, and “Parties” means both SoftGroup and the Client; “Personal Data” means any information relating to an identified or identifiable natural person. “Standard Contractual Clauses” means the standard data protection clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection, as described in Article 46 of the GDPR. “Representatives” means a party’s employees, affiliates, contractors, resellers, advisors and consultants. “SoftGroup” or “We” or “Us” means and refers to SoftGroup AD, a joint-stock company registered in the Bulgarian Commercial Registry with the Registration Agency of the Republic of Bulgaria under identification No. 2204547054, having its seat and address of management at 49, Bulgaria Blvd., 8th floor, Sofia, Bulgaria. “Supported Software” means the software and software solutions/applications identified in an Order, that We have made available to You under or in relation to these Terms of Use and the respective Order, and which is subject to the “Technical Support” section. “Reseller” means a company authorized by Us to resell our products and services through Marketplace; “Term” means the duration provided in Clause 10.1; “User” means any person that have been authorized by the Client to Use the Offering; “Use” means to download, install, run, access, display, use or otherwise interact with the Offering, depending on its functionalities. 3. ACTIVATION OF AN OFFERING. SUBSCRIPTION PERIOD. SUPPORT SERVICES 3.1. We will complete Our activities necessary to activate and launch Your Use of the subject of the Offering under the terms agreed in the respective Order and once You and/or any third persons involved in the Use of the subject of the Offering have completed all the necessary acts (such as accomplishment of any registration and/or on-boarding required) and have provided the complete requisite information, documents, assistance and/or access. 3.2. Rights to Use of the Offering granted on a subscription basis (subscription period) expire 1 (one) year after payment for the Offering (unless another subscription period is set forth in the Order), unless renewed. 3.3. During the subscription period of an Offering, We will provide You with technical support activities for the Supported Software subject to the terms and conditions stated in the “Technical Support” section below. The price for the technical support activities is included in the price of the Offering. 4. YOUR AND USER’S RIGHS AND OBLIGATIONS 4.1. Subject to Your compliance with these Terms and Conditions, We grant You a personal, worldwide, nonexclusive and revokable limited right to Use the ordered Offering in accordance with its functionalities and for the agreed purposes. These rights are solely for Your internal-use business purposes and are non-transferable and do not authorize the use of the Offering for the benefit of other entities (including Your group companies). 4.2. At any time during the subscription period of an Offering You may upgrade it by adding additional items to the components already included in the Offering. 4.3. While using the Offering You will, and will procure that the Users will: - do it in accordance with its functionalities and in the manner and for the purposes expressly specified by these Terms of Use and the Order only; - follow the instructions of SoftGroup/Reseller and the Documentation; - not interfere or attempt to interfere with the proper operation of the Offering; - not install or use any third-party software or technology in any way that would subject SoftGroup’s intellectual property or technology to any other license terms; - not perform any activities/omissions which may damage or threaten the operation or the security of the Offering, including its use on devices which are not protected with the relevant security systems (fire-walls, anti-virus protection, etc.); - not sublicense, rent, lease, or lend any Offerings, in whole or in part; - not remove or modify and signs or other notices of SoftGroup or its licensors’ rights; - not modify, create derivative works or products, disassemble, decompile, reverse engineer, reproduce, distribute, update or upgrade any part of the Offering (including but not limited to review of data structures and similar materials generated by the programs), work around any technical limitations in an Offering or restrictions in Documentation, access to or use the Offering with the aim to create or support products or services that are similar to the Offering, including by assisting third persons in doing that; - be responsible for maintaining the confidentiality of the credentials and User accounts, and for notifying Us without delay of any unauthorized use or loss of any credentials giving access to the Offering; - be solely responsible for all activities carried out under any User account; 4.4. In case of violation of any of the above requirements for use of the Offering and after a written warning to the Client, SoftGroup may suspend or limit the access to the Offering until removal of the noncompliance. 5. PAYMENT CONDITIONS 5.1. Client’s pricing and payment terms for a given Offering are set forth and governed by the applicable Order. 5.2. Unless otherwise stated in the respective Order, all amounts due with respect to an Offering, shall be paid within 15 (fifteen) days from the invoice issuing date. 6. INTELLECTUAL PROPERTY RIGHTS 6.1. SoftGroup and/or its licensors shall retain ownership of its copyrights, registered designs, patents, trademarks, logos, design rights (whether registered or unregistered), database rights, trade secrets and software (either in code source or code object), including rights on the Documentation, adaptations, upgrades and updates and the derivative works of the Offering, and these Terms of Use shall not, in any manner whatsoever, concede or transfer such rights to the Client. 6.2. You hereby grant Us a non-exclusive, limited, non-transferable and revocable right, during the Term, to store, host, maintain and reproduce (for backup purposes only), any data, material and information submitted or disclosed by You and your Users while using the Offering. 7. TECHNICAL SUPPORT 7.1. Following the activation and launching of Your Use of the Supported Software We will provide You with the following technical support with respect to the Supported Software: - support, consultation, and technical assistance with issues of an operational or administration nature encountered in the course of Your day-to-day Use of the Supported Software (excluding issues related to problems in the Supported Software or enhancement proposals); - providing (when commercially available) updates and upgrades of the Supported Software necessary to make it compliant with new or amended regulatory requirements of the applicable EU legislation and/or of the EU authorities aimed at preventing the entry into the legal supply chain of falsified medicinal products for human use. We will inform You by email when the respective update/s and/or upgrades are ready for implementation and on the planned implementation date; and - elimination of problems in the performance of the Supported Software, preventing it to operate substantially in accordance with the Documentation. 7.2. We do not perform the following as part of the technical support for the Supported Software: - establishing access to, installation or administration of external or peripheral systems, connected to or Using the Supported Software, or support or elimination of problems/errors in software and/or hardware that is beyond Our control; - elimination of problems/errors in the operation of the Supported Software arising from its use in a manner, for purposes or on devices/machines, or by persons different from those agreed hereunder, or from changes, alterations and/or configuration in the Supported Software which have not been agreed by Us in advance. 7.3. You should inform Us of a problem/error in the operation of the Supported Software promptly upon its occurrence by email to support@softgroup.eu (with mandatory calling to Our support services telephone if a Blocker Issue is reported outside Our standard working time), or by calling to Our support services telephone number + 359 888 121 161, or by placing a ticket in Our ticketing system once an access to it has been provided to You. Then, We will prioritize the issue and notify You therefore, and shall start working on the problem’s elimination within the Initial Response Time set forth below. 7.4. We will use Our best efforts to remotely eliminate the error/problem in the operation of the Supported Software within the following terms and if it is not achievable, We will timely notify You by email and/or by phone. Priority of the Issue Initial Response Time Maximum Restoration or Resolution Target* Examples Blocker Issue Up to 1 hour from registration of the problem Up to 24 hours from registration of the problem Continuous efforts 24/7 Full outage/impossibility to use the Supported Software Critical Issue Up to 24 hours from registration of the problem Up to 72 hours from registration of the problem Daily efforts** Partial outage of the Supported Software or serious disturbance of its operation Major Issue Up to 168 hours from registration of the problem Daily efforts The operation of the Supported Software is not significantly impacted, the problem is not critical, and the use of the Supported Software as a whole is possible Minor Issue Up to 720 hours from registration of the problem Daily efforts All other problems *Times are measured as long as We are in position to actively work on the problem. Times when We are waiting for necessary feedback from You, or there is unavailability/limitation or failure of Internet or other communication network, or Your computer systems or networks necessary for elimination of the problem are damaged, or there is limited or no access to any of the registers forming the European Verification System, do not count against the Maximum Restoration Targets. Maximum Restoration Targets apply for remote resolution of the problems only. If the issue cannot be resolved remotely but the presence of Our specialist/s is required as Your site, the restoration times and schedule shall be additionally agreed depending on the circumstances. **Daily efforts means that Our activities are performed within Our standard working time from 09:00 till 17:00 in Bulgaria (GMT/UTC + 02:00 hour) in a day that is not a Saturday or Sunday, official or bank holiday in Bulgaria. 7.5. Until the elimination of the problem You should ensure that the User who has reported the problem shall be available for immediate contact (in any event in the case of Blocker issue) and shall provide the necessary additional information and assistance to Our specialist working on the problem. 7.6. Upon establishment that a given problem is not covered by the technical assistance for the Supported Software (as per item 7.2 above) We will notify You. 7.7. The above Maximum Restoration or Resolution Target shall not apply if the elimination of the problem in the Supported Software requires elaboration of a software change, change in the processes’ logic of the whole solution and/or subsequent validation, in which cases the Parties shall agree on additional schedule for elaboration, installation and/or validation of the change/solution. 7.8. You should provide the names and contact details (emails and telephones) of the Users which may contact Us for the purposes of the technical support. Should any of these data or information change, You should notify Us promptly but not later than on the next business day. 7.9. It is Your responsibility to ensure that the Users and Your other employees which may contact Us for the purposes of the technical support are trained to work with the Supported Software, have acquainted themselves with the instructions and other documentation for its Use, and shall follow Our instructions given in connection with such Use and/or elimination of problems in the operation of the Supported Software. Otherwise, We may, after notifying You, suspend the provision of the technical support, including Our work on the problem, until the non-compliance is eliminated; 7.10. We may use methods, scripts, software or other means for monitoring, performance, or administration of the Offering. The resulting information may be utilized in support of Offering’s administration and for elimination of faults. 7.11. To maintain the level of the Offering We reserve the right to perform regular prophylaxis of the equipment, facilities and resources supporting the Offering. We will inform You reasonably in advance for the time and the estimated duration of the prophylaxis and, if possible, shall coordinate it with Your activities. By giving a not less than 24 (twenty-four) hours advance notice to You, We may carry out a prophylaxis of the transmission environment once a month for not more than 2 (two) hours. 7.12. In order to ensure reliability and safety of the Offering We may update any of its software components. The updates and upgrades which may entail partial or full outage of the Offering shall be scheduled in advance and the Parties shall agree on the appropriate time space. 8. REPRESENTATIONS AND WARRANTIES 8.1. SoftGroup hereby warrants and represents that: - the Offering will substantially conform to the Documentation; and - the Offering will not (i) to the best of Our knowledge, infringe or violate any third-party patent, copyright, trademark, trade secret, or other proprietary right; or (ii) contain viruses or other malicious code that will degrade or infect any products, services, software, or Client’s network or systems. 8.2. We will make all reasonable efforts to maintain the availability of the Offering for You and your Users but may not guarantee 100 % availability or that the use of the Offering will be faultless or uninterrupted. SoftGroup will not be responsible for unauthorized change, theft or loss of Your data or information. 8.3. For the avoidance of doubt, full outage or limited availability of the Offering, caused directly or indirectly by any of the below stated, shall be excusable: - occurrence of a Force majeure event (including the effects of the ongoing Covid-19 situation); - unavailability/limitation or failure of Internet or other communication network; - damage of Client’s computer equipment, systems or networks and/or loss of access passwords; - limitation or suspension of the Offering by Us for prophylaxis and software updates or upon Your breach of these Terms of Use or the Order, the Documentation, or the applicable legislation We will inform you by email or other communication channel, as appropriate, sufficiently in advance of any upcoming limitation or suspension of the Offering’s availability due to prophylaxis and software updates. 8.4. THE OFFERING AND ANY SERVICES ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SOFTGROUP AND ITS LICENSORS DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. 8.5. In no event Our total aggregate liability (for direct or indirect damages suffered by the Client or liability towards Client’s clients and/or suppliers, if any such ensue) arising from or related to these Terms of Use and/or the Offering, shall exceed half of the fees paid by the Client in the last 12 (twelve) months. 8.6. It is expressly agreed by the Parties that SoftGroup, its employees, directors or officers, or its licensors or suppliers, resellers will not be liable for any indirect, incidental, exemplary, special, consequential or similar damages, including lost business; lost profits or revenues; loss of orders, clients or opportunities, business disruption, legal action taken against the Client by any third party, or similar economic loss or liability, arising from or relating to these Terms of Use and/or the Offering. 8.7. The Client shall be solely responsible for its acts and/or omissions and of those of its Users or other persons under its control which have used the Offering, as well as for the contents and the accuracy of the information communicated or otherwise processed through the Offering. 9. CONFIDENTIALITY 9.1. Each Party undertakes to keep and treat as confidential and not disclose to any third party any information obtained or received in relation thereto or arising out of or in connection with these Terms of Use, an Order or their performance, and relating to the business, operations or trade secrets of the other (including but not limited to the Offering, the Order and the Documentation, documentation, technology, drawings, specifications, know-how, source code, forecasts, financial and pricing information, and other business, technical or financial information, names and contact details of the other Party’s employees and any other materials or information related to business that is non-public and that Party obtains in the course of performing these Terms of Use and/or an Order (“Confidential Information”)) nor make use of such information for any purpose whatsoever, except as authorized by the other Party in writing or under these Terms of Use and then only to the extent necessary for their performance. The provisions of this Clause shall apply to documents or information regardless of whether or not the document or information is marked “confidential” by a Party. 9.2. Each Party agrees to protect the Confidential Information of the other Party with the same degree of care as it accords its own Confidential Information of a similar nature, and in any event not less than reasonable care. Such Party will ensure that its employees and contractors involved in its performance hereunder are bound by a confidentiality agreement/undertaking at least as restrictive as these terms. 9.3. The confidentiality obligations stated above shall not extend to information which: - is or becomes publicly available through no fault of the receiving Party; - was already in the receiving Party’s lawful possession prior to disclosure, without any confidentiality restrictions, and was not obtained from the disclosing Party; - has been lawfully obtained by the receiving Party from a third party without restriction on disclosure; or - has been independently developed by the receiving Party without reference to or use of the Confidential Information. 9.4. Notwithstanding the restrictions under this Section, the receiving Party may disclose Confidential Information to the extent required by applicable laws or regulations, or by order of a court or other governmental authority, provided that such Party first: (i) promptly notifies the other Party of the requirement or order and (ii) provides reasonable assistance to the other Party in obtaining a protective order against disclosure. 9.5. The confidentiality restrictions under this Section are binding for the Term and for a period of 5 (five) years thereafter and each Party shall so bind its directors, employees and contractors. 10. TERM AND TERMINATION 10.1. These Terms of Use are effective until terminated by a Party, as described below. 10.2. Unless otherwise set forth in an Order, either Party may terminate these Terms of Use or any Order without cause on 30 days’ notice. Such termination will not affect Client’s rights granted on a subscription basis, which will continue for the duration of the subscription period(s), subject to these Terms of Use. SoftGroup will not provide refunds or credits for any partial subscription period(s) if the Terms of Use or an Order is terminated without cause. 10.3. Without limiting other remedies it may have, either Party may terminate these Terms of Use or any Order with a written notice to the other effective from the date of service if there is a material or persistent breach by the other Party of any term of these Terms of Use or of an Order, which is not remediable, or if it is remediable has not been remedied within a reasonable period but not less than 14 (fourteen) days of the service of the written notice to the defaulting Party specifying the breach and requiring it to be remedied. 10.4. Without limiting other remedies it may have, either Party may terminate these Terms of Use or any Order immediately on written notice if the other Party becomes Insolvent or bankrupt or has a receiving order or administration order made against it or compounds with its creditors, or commences a winding up procedure, or carries on its business under an administrator or administrative receiver for the benefit of its creditors or any of them. 10.5. Upon termination under Clause 10.3 or 10.4, the following will apply: - all licenses and Use rights granted under these Terms of Use and/or an Order will terminate immediately; - all amounts due under any unpaid invoices will become due and payable immediately; - if SoftGroup is in breach, Client will receive a credit for any subscription fees, including amounts paid in advance for unused consumption for any usage period after the termination date. 11. DATA PROTECTION AND PRIVACY 11.1. The Client consents to the processing of Client Personal Data by SoftGroup and its Representatives, as provided in these Terms of Use. Before providing Client Personal Data to Us, You will obtain all required consents from third parties (including Your contacts, partners, distributors, administrators, and employees) under applicable privacy and Data Protection Laws. 11.2. The Parties agree that the Client is the controller of the Client Personal Data and SoftGroup is the processor of such data, except when (a) the Client acts as a processor of Client Personal Data, in which case SoftGroup is a subprocessor or (b) is stated otherwise in any Offering-specific terms. SoftGroup will process Client Personal Data only on documented instructions from the Client. In any instance where the GDPR applies and the Client is a processor, the Client warrants to SoftGroup that Client’s instructions, including appointment of SoftGroup as a processor or subprocessor, have been authorized by the relevant controller. 11.3. The Parties acknowledge and agree that: - the subject-matter of the processing is limited to Personal Data within the scope of the GDPR; - the duration of the processing will be for the duration of the Client’s right to Use the Offering and until all Client Personal Data is deleted or returned in accordance with Client’s instructions or these Terms of Use; - the nature and purpose of the processing will be to provide and administer the Offering pursuant to these Terms of Use; - the types of Client Personal Data processed under the Offering include identification and contact information, such as names, telephone/mobile number, email address, job position and organization, as necessary for the specific purpose; and - the categories of data subjects are Client’s Representatives and Users and other data subjects whose Personal Data is contained within any data made available to SoftGroup by the Client. 11.4. SoftGroup will make information available to the Client in a manner consistent with the functionality of the Offering and SoftGroup’s role as a processor of Client Personal Data of data subjects and the ability to fulfil data subject requests to exercise their rights under the GDPR. SoftGroup will comply with Your reasonable requests to assist with Your response to such a data subject request. If SoftGroup receives a request from Client’s data subject to exercise one or more of its rights under the GDPR in connection with an Offering for which SoftGroup is a data processor or subprocessor, SoftGroup will redirect the data subject to make its request directly to You. The Client will be responsible for responding to any such request including, where necessary, by using the functionality of the Offering. SoftGroup will comply with reasonable requests by Client to assist with Your response to such a data subject request. 11.5. The Client consents to SoftGroup using the subprocessors listed at the applicable SoftGroup URL or as otherwise communicated to the Client. We remain responsible for our subprocessors’ compliance with the obligations herein. We may update our list of subprocessors from time to time, by providing You at least 14-days’ notice before providing any new subprocessor with access to Client Personal Data. If You do not approve any such changes, You may terminate any subscription for the affected Offering without penalty and refund by providing, prior to expiration of the notice period, written notice of termination that includes an explanation of the grounds for non-approval. 11.6. To the extent applicable, the Parties will abide by the requirements of European Economic Area and Swiss data protection law regarding the collection, use, transfer, retention, and other processing of Personal Data from the European Economic Area and Switzerland. All transfers of Client’s Personal Data out of the European Union, European Economic Area, and Switzerland, if not covered by adequacy decisions of the European Commission, will be governed by the Standard Contractual Clauses, as designated by the European Commission, made available by SoftGroup at the applicable URL for such terms or as otherwise communicated to the Client. 12. MISCELLANEOUS 12.1. These Terms of Use supersede all prior and contemporaneous communications, whether written or oral, regarding the subject matter covered therein. If there is a conflict between any parts of these Terms of Use, the following order of precedence will apply: - Order/s; - these Terms of Use; and - Documentation. 12.2. SoftGroup reserves the right, at any time, to change these Terms of Use by notifying the Client of such change with a fourteen (14) days’ notice prior to the entry in force of such change. If You do not approve these changes, You may terminate any subscription for any Offering without penalty and refunds by providing, prior to expiration of the notice period, written notice of termination that includes an explanation of the grounds for non-approval. If the Client does not terminate within the notice period, this formalizes its consent to the notified change of the Terms of Use. 12.3. Notices must be in writing and will be treated as delivered on the date received at the address, date shown on the return receipt, email transmission date, or date on the courier confirmation of delivery. Notices to SoftGroup must be sent to the address stated in the Order. Notices to Client will be sent to the individual at the address Client identifies on its account as its contact for notices. The Parties may exchange notices and other information of purely administrative nature by email or other electronic form. 12.4. Neither Party may assign, sub-contract or delegate or any of its rights or obligations under these Terms of Use without the prior written consent of the other Party. 12.5. If any provision of these Terms of Use is held invalid by a competent court or otherwise unenforceable under the applicable laws, it will be replaced by mandatory law and the invalidity of any such provision will not impair the remaining provisions. All other terms of these Terms of Use will remain in force as originally approved. 12.6. The Terms of Use are written in English only and will be governed by and construed in accordance with the laws of Bulgaria, without regard to its conflict of laws or principles. You agree, as we do, that any dispute relating to the Terms of Use shall be subject to the exclusive jurisdiction of the competent courts in Sofia, Bulgaria.