Licence Agreement

LICENCE AGREEMENT

Licence Agreement

This Licence Agreement together with the General Terms and Conditions govern your use of all services, produced by APIS Europe JSC (hereafter just APIS) and you hereby agree to be bound by these legal terms and conditions between you (individually and/or on behalf of a business or organization) and our company APIS Europe JSC. Please, read them carefully. You may not use our services if you do not accept this License Agreement and the General Terms and Conditions. This Licence Agreement will be in force at all times, while you have a subscription and are using our services.

This Licence Agreement together with the General Terms and Conditions and the Order, Website Order or Contract constitutes the entire agreement between the Customer and APIS.

Note however, when you purchase, license or download certain services offered through these websites, such services may be subject to different or additional terms, including but not limited to a separate Licence agreement, which will be made available to you.

The trial version of our services is subjected to all terms and conditions of this License Agreement and the General Terms and Conditions. At the conclusion of trial period, the Customer should cease all use of the services and its trial content, delete any and all copies of content and/or data, derived to computer during the trial, and destroy any physical copies of such content at your disposal, that have been used for means, other than your information or education. Any re-use or distribution for commercial use is prohibited.

This Licence Agreement and the General Terms and Conditions are in force for our services available on mobile devices as well.

In this Licence Agreement the following expressions have the following meanings unless inconsistent with the context:

• “APIS” means APIS Europe JSC, a company incorporated under the laws of the Republic of Bulgaria, registered in the Commercial Register with the Registry Agency under UIC 175142993, having its seat and registered address in the City of Sofia 1111, at 67B Postoyanstvo Str., entr. B.
• “Business Day” means any day which is not a Saturday, a Sunday or a bank or public holiday in Bulgaria or in the country of a Customer.
• “Commencement Date” means the date specified as such in the Order, Website Order, Contract, invoice or other document.
• “Confidential Information” means information that is designated as 'confidential' or which by its nature is clearly confidential. Confidential Information includes (without limitation) any information concerning the technology, technical processes, business processes, procedures, personal data, business affairs, financial affairs and finance of a Party, its customers, employees and suppliers. Confidential Information may take the form of (i) documents, technical specifications, unpublished patent specifications, data, drawings, plans, processes, photographs, databases, computer software in disk, cassette, tape or electronic form and data storage or memory in, and items of, computer hardware; or (ii) oral descriptions, demonstrations or observations. Confidential Information includes (without limitation) information which is in transit to/from, supplied to, stored by, processed or marked for destruction by a disclosing Party.
• “Contract” means an individual legally binding contract between APIS and Customer including price, sales conditions and end-user license.
• “Customer” means any natural person or other legal entity (company, organisation, institution or other corporate body) which orders, buys, receives or licenses services from APIS.
• “Data” means the information made available by the services.
• “Database” means the compilation of the Data in electronic format in one or more databases.
• “Due Date” means the date shown on APIS’s invoice as the due date for payment.
• “Force Majeure Event” means an event, inability or delay which is caused by circumstances beyond the relevant Party’s reasonable control and which cannot be cured by measures which might reasonably be taken in the course of that relevant Party’s business, including war or other action of military forces, terrorism, riot, civil commotion, sabotage, vandalism, accident, breakdown or damage to machinery or equipment or technology, fire, flood, legislative or administrative interference.
• “Intellectual Property Rights” means all intellectual property rights including, but not limited to, patents, trademarks, service marks, rights (registered or unregistered) in any designs, applications for any of the foregoing, trade or business names, copyright (including rights in computer software) and topography rights, know-how, secret formulae and processes, lists of supplier and customers and other proprietary knowledge and information, internet domain names, rights protecting goodwill and reputation, database rights (including rights of extraction) and all rights and forms of protection of a similar nature to any of the foregoing or having equivalent effect anywhere in the world and all rights under licenses and consents in respect of any of the rights and forms of protection mentioned in this definition.
• “Licence” means the licence agreement comprising the Order or Website Order and these terms and conditions.
• “Licensed User” means (i) the Customer, or (ii) any employee, partner in the firm, student, member or other user entitled to bona fide access to the services for reasons linked to the activities of the Customer.
• “Online Services” means websites maintained by APIS which delivers and/or makes available information to Customer for which Customer pays a fee to access for an agreed period of time.
• “Order” means any order placed by Customer for supply of services by APIS to Customer.
• “Party” means APIS and/or the Customer.
• “Subscription Period” means (i) a period of 12 months commencing at the start of a calendar year; (ii) any period of 12 months commencing on any date; or (iii) such other period as may be mutually agreed in writing in each case as more particularly specified in the relevant Order Form or annual Subscription Agreement.
• “Subscription fee” means the price the Customer pays for an annual end-user subscription providing standard access.
• “Total Price” means the amount to be paid by Customer to APIS for services as specified on the APIS’s invoice which constitutes the price less any agreed discounts, plus VAT (where relevant) and any other agreed charges.
• “Websites” means Online services platforms where the services are offered, available via the address http://eurocases.eu.
• “Website Order” means any Order placed through the Websites.

Where the term “in writing” or “written” is used it shall be deemed to include by email.

References to a "person" include any individual, company, corporation, firm, partnership, joint venture, association, organisation, institution, trust or agency, whether or not having a separate legal personality.

“Including”, “includes” and “in particular” are illustrative, none of them will limit the sense of the words preceding it and each of them will be deemed to incorporate the expression “without limitation”. “Other” and “otherwise” are also illustrative and will not limit the sense of the words preceding them.

I. Licence

1. APIS grants to the Customer a non-exclusive, non-transferable licence to use and to permit Licensed Users to use the services in accordance with this License.

2. The Customer will not grant or purport to grant to any person any sub-licence or sub-contract of its rights or obligations under this License Agreement.

3. It is acknowledged and agreed by the Customer that no licence is granted by APIS to the Customer other than the licence(s) expressly granted by the provisions of this Licence Agreement.

4. The Customer undertakes that it shall and will procure that all Licensed Users comply with the terms and conditions of this Licence Agreement.

5. Where the Customer is not a natural person, the person signing this Licence Agreement represents that s/he is authorised by the Licensee to enter into this licence for and on behalf of the Customer.

6. This Licence shall commence on the Commencement Date and shall automatically terminate on expiry of the Term as specified in the Order, Website Order, Contract, invoice or other document.

II. Price and Payment

1. The Customer agrees to purchase our services (except those individually negotiated or those subject to an offer for which special offer terms may apply) at the price, as specified in the relevant annual Subscription Statement or Subscription Renewal notice as applicable.

2. The Customer shall pay the Subscription Fee together with any applicable VAT and other taxes in full without any withholding or set-off in accordance with the payment terms specified in the Order or Website Order. The Subscription Fee is payable annually in advance and all invoices are payable within 10 days of issue.

3. Rates, prices, discounts and offer terms published in Marketing Materials, Trade Terms, on the Websites or otherwise are subject to variation by APIS at any time without prior notice.

4. The Total Price shall be paid in full in cash, by payment card (being either a debit or credit card) or via bank transfer. If you use bank transaction, APIS will activate your accounts to the services and give you 10 days for payment confirmation. After that moment, if payment is not due, APIS reserves the right to terminate Customer’s access to the services. Where the Customer pays for our services by payment card, the Customer hereby authorises APIS to debit the said card with the Total Price. If the Total Price is not paid in full by the Due Date APIS may cancel or suspend further access to the services.

5. In the event that the Customer does not renew its subscription, the Customer’s access to the services will deactivate at the end of the subscription period.

6. If during the subscription period the Customer purchases additional licenses for the same services, the subscription period of the additional licenses shall commence on the date, as specified in the Order, Website Order, Contract, invoice or other document, and shall automatically terminate on the date of expiry of the initial subscription period

7. Customer may cancel a Contract for a service at any time in writing to Customer Services but such termination shall not be effective until the end of the current Subscription Period. Refunds will only be given in exceptional circumstances and entirely at the discretion of APIS. Contracts for services may not otherwise be canceled unless permitted otherwise by law or with the prior written consent of APIS.

III. User name and password

1. APIS shall allocate to the Customer any necessary usernames and/or passwords which control access to the service or services. Only those usernames and/or passwords may be used by the Customer and Licensed Users to access the service.

2. APIS reserves the right to refuse to grant Customer a user name that is already in use, may be illegal, may be protected by trademark or other proprietary interest.

3. The Customer and Licensed Users are responsible for all acts and omissions that occur in connection with their passwords. Upon becoming aware or being notified by APIS of any misuse of or unauthorised access to the services, the Customer shall immediately give full details to APIS, prevent any further misuse by Licensed Users and use all reasonable endeavours to prevent any other unauthorised access to or misuse of the services by third parties.

4. The online access to the services will normally be available 24 hours a day.

5. The Customer accepts and acknowledges that APIS cannot be held responsible for any delay or disruptions to the Customer’s access to the purchased services as a result of suspension for any of the following reasons:

(i)the operation of the internet and the World Wide Web, including but not limited to viruses;

(ii) any firewall restrictions that have been placed on the Customer’s network or the computer used to access the services;

                       (iii) failures of telecommunications links and equipment; and/or

                       (iv) updated browser issues

IV. Intellectual Property Rights

1. Unless otherwise specified, all content of the services is the sole and exclusive property of APIS. The Customer acknowledges that it obtains no copyright or other right in the nature of copyright or any other intellectual property right whatsoever in the services or any part thereof or in the Software, the Databases or any documentation or print-out by virtue of this License.

2. The Customer and Licensed Users may not reproduce, transmit or distributed any portion of the services without APIS’s prior consent.

3. The Customer and Licensed Users agree not to adapt, alter or create a derivative work from any of the material contained in services or use it for any other purpose other than for their personal non-commercial use or the Customer’s normal 

4. The Customer shall not itself, nor allow any Licensed User or third party to duplicate or otherwise reproduce the Databases or any part of them or permit any person other than Licensed Users to have access to the Databases or the services

5. The Customer shall not modify, reverse assemble, decompile or reverse engineer the services or any part thereof or merge it with any other software or database or create any derivative work from it.

6. The Customer and Licensed Users may transmit extracts from the Databases to third parties through an electronic mail only in connection with the provision of bona fide legal advice or carrying out the Customer’s normal business, and provided that no additional fee is directly or indirectly levied for such transmission.

7. This Licence is not a sale of the original or any copy of the Software, and nothing contained in this Licence shall be construed as granting or otherwise transferring to the Customer any copyright or ownership interest whatsoever in the Software.

8. The Customer acknowledges that all Intellectual Property Rights in all enhancements and modifications to the Databases, the Software or the services will at all times belong to and shall remain vested in APIS.

V. Disclaimer and limitations of liability 

1. APIS undertakes, warrants and represents that it has and shall retain the right to enter into and to perform all of its obligations under this Licence Agreement and has taken all action necessary to execute, deliver, exercise and perform its rights and obligations under this Licence Agreement.

2. APIS undertakes, warrants and represents that it has all necessary licences, permits, consents and regulatory approvals from relevant regulatory bodies necessary to perform its obligations under this Licence Agreement.

3. APIS undertakes, warrants and represents that it owns or has obtained all necessary rights to grant this Licence, and shall indemnify the Customer against all actions, claims, losses, liability, proceedings, damages, costs and expenses suffered or incurred by the Customer arising from any claim that the use of the Databases or Software in accordance with the terms of this Licence infringes the intellectual property rights of any third party.

4. All content and Data of the services are for information purposes only. The Customer should not rely on any material or Data in the services to make, or refrain from making any decision, nor take or refrain from taking any action. APIS makes no warranty or representation in that respect and no failure of any part or the whole of the services to be suitable for the Customer's requirements shall entitle the Customer not to accept the same or give rise to any right or claim against APIS.

5. APIS makes no express or implied representations or warranties to the effect that the Data is free of errors or omissions. Their contents are determined by the Data Providers or other third parties over which APIS has no control.

6. APIS disclaims any liability to the Customer for any lost profits (whether direct or indirect), goodwill, business, revenue or anticipated savings or other consequential, special, indirect or incidental damages arising out of or in connection with Customer’s use of the services.

7. APIS does not accept responsibility for the contents of any linked websites, any hypertext reference link contained in the services or in a linked websites or any material submitted by third parties.

8. The aggregate maximum liability of APIS to the Customer under this Licence, whether under contract or in tort in respect of claims arising in any calendar year shall not exceed a sum equal to the amount payable under this Licence by the Customer in respect of that year.

VI. Termination

1. APIS may terminate this Licence immediately upon written notice to the Customer in the event of an irremediable breach by the Customer of this Licence or after the Customer has failed to remedy a remediable breach of this Licence Agreement within 30 days of being given notice to do so.

2. The Customer may terminate this License immediately upon written notice to APIS in the event of an irremediable breach by APIS of this Licence or after APIS has failed to remedy a remediable breach of this License within 30 days of being given notice to do so. In this case, APIS shall promptly make a pro-rata refund to the Customer of any monies already paid by the Customer for any period following the effective date of termination when the services are no longer provided.

3. Any termination or expiry of this Licence (however it occurs) will not affect any rights or liabilities of APIS or the Customer that may have accrued before termination or expiry of any terms of this Licence that are expressly or by implication intended to come into or continue in force on or after such termination or expiry.

VII. Confidentiality

1. APIS may terminate this Licence immediately upon written notice to the Customer in the event of an irremediable breach by the Customer of this Licence or after the Customer has failed to remedy a remediable breach of this Licence Agreement within 30 days of being given notice to do so.

2. The Customer may terminate this License immediately upon written notice to APIS in the event of an irremediable breach by APIS of this Licence or after APIS has failed to remedy a remediable breach of this License within 30 days of being given notice to do so. In this case, APIS shall promptly make a pro-rata refund to the Customer of any monies already paid by the Customer for any period following the effective date of termination when the services are no longer provided.

3. Any termination or expiry of this License (however it occurs) will not affect any rights or liabilities of APIS or the Customer that may have accrued before termination or expiry of any terms of this License that are expressly or by implication intended to come into or continue in force on or after such termination or expiry.

VIII. Force Majeure

1. APIS and the Customer shall not be in breach of this Licence, or liable for any failure or delay in performance of its obligations under this Licence arising from or attributable to a Force Majeure Event.

2. If the Force Majeure Event continues for a period of more than 30 days, the Customer may terminate this License by giving 14 days' written notice to APIS.

IX. General

1. Any notice to be given pursuant to the terms of this Licence shall be given in writing to the Party due to receive such notice at (in the case of a company) its registered office or (in the case of an individual) at their address set out in the Order, Website Order or Contract. Notice shall be delivered personally or sent by first class prepaid recorded delivery or registered post (airmail if overseas), and shall be deemed to be given in the case of delivery personally on delivery and in the case of posting (in the absence of evidence of earlier receipt) 48 hours after posting (six days if sent by airmail). Should a notice be delivered on a day other than a Business Day, the notice shall be deemed to be given on the next Business Day following the day of actual delivery.

2. The Customer has no right to assign, sub-contract, transfer, novate, charge or otherwise dispose of any of its rights and/or obligations under this Licence without APIS’s prior written consent.

3. If the whole or any part of any provision of this Licence Agreement is or becomes invalid, void or unenforceable for any reason the same shall to the extent required be severed from this License Agreement and rendered ineffective so far as is possible without modifying the remaining provisions of this Licence Agreement and shall in no way affect the validity or enforceability of any other provisions.

4. A failure to exercise or delay in exercising a right or remedy provided by this Licence Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by this Licence Agreement or by law prevents further exercise of the right or remedy or the exercise of another right or remedy.

5. This Licence Agreement shall be governed by and construed in accordance with Bulgarian law.

6. In the event any dispute or controversy arising out of or relating to this Licence Agreement, APIS and the Customer shall make their best efforts to resolve the dispute as soon as possible. If such amicable solution cannot be reached, any dispute or controversy should be brought before the competent Bulgarian court. The Bulgarian Courts have exclusive jurisdiction over all claims or disputes arising in relation to, out of or in connection with the services and their use and this Licence Agreement.

This Licence Agreement is effective from 14 April 2016.