AGREEMENT AND TERMS OF
Welcome to TERRAHOST.org web hosting services! A service of Terrasoft Bulgaria Ltd.
agreement governs your purchase and use, in any manner, of all web
site hosting services, including the Shared Hosting Services and the
Dedicated Hosting Services, (collectively, the "Services") as
described in the Order Form, ordered by you and accepted by
terrahost.org and describes the
terms and conditions that apply to such purchase and use of the
Services. For purposes of this Agreement, the Shared Hosting
Services include the E-Commerce Services. You must register and
accept the terms of this Agreement in order to use the Services. BY
ACCEPTING THIS AGREEMENT, AND REGISTERING FOR AND USING THE
SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND
AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN AS
WELL AS ALL POLICIES AND GUIDELINES INCORPORATED BY REFERENCE.
Terrasoft Bulgaria Ltd reserves the right to change or modify any of the terms
and conditions contained in this Agreement, the Addendum and any
policy or guideline incorporated by reference at any time and from
time to time in its sole discretion, and to determine whether and
when any such changes apply to both existing or future customers.
Any changes or modification will be effective upon posting of the
revisions on the Terrahost.org Web site (the "Site"). Terrasoft Bulgaria Ltd. may post
changes or modifications to referenced policies and guidelines
without notice to you. Your continued use of the Services following
Terrasoft Bulgaria Ltd. changes or modifications will constitute
your acceptance of such changes or modifications. IF YOU DO NOT
AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT ACCEPT THIS AGREEMENT.
IF YOU DO NOT AGREE TO THE TERMS OF ANY MODIFICATION, DO NOT
CONTINUE TO USE THE SERVICES AND IMMEDIATELY NOTIFY Terrasoft Bulgaria Ltd OF
YOUR TERMINATION OF THIS AGREEMENT IN THE MANNER DESCRIBED IN
SECTION 1.2 BELOW.
Terrasoft Bulgaria Ltd. RESERVES THE RIGHT, AT ITS
SOLE DISCRETION, TO INQUIRE ABOUT THE INTENDED USE, INTENDED
CONTENT, AND PAYMENT DETAILS OF PROSPECTIVE CUSTOMERS.
Terrasoft Bulgaria Ltd. RESERVES THE RIGHT, AT ITS SOLE DISCRETION, TO DECLINE
NEW SERVICE TO ANYONE. IT IS OUR RIGHT AS THE SERVICE PROVIDER
TO INVESTIGATE, AT ANY TIME, THE CONTENT AND USAGE ON OUR SERVERS
AND NETWORK. Terrasoft Bulgaria Ltd. RESERVES THE RIGHT, AT ITS SOLE DISCRETION,
TO TERMINATE ANY EXISTING CUSTOMER FOR ANY REASON.
1. Terms and Payment for Services
1.1 Term. This Agreement shall be for an "Initial Term"
of either (a) thirty (30) days if you register for Shared Hosting
Services, or (b) ninety (90) days from the order date if you
register for Dedicated Hosting Services, or (c) as otherwise chosen
by you in the Order Form, located on the Site, at the time you
register for the Services. This Agreement will be automatically
renewed (the "Renewal Term") at the end of the Initial Term for the
same period as the Initial Term unless you provide Terrasoft Bulgaria Ltd. with
notice of termination either (a) at least seven (7) days prior to
the end of the Initial Term or the Renewal Term, whichever is then
applicable, if you registered for and are receiving Shared Hosting
Services or (b) at least thirty (30) days prior to the end of the
Initial Term or Renewal Term, whichever is then applicable, if you
registered for and are receiving Dedicated Hosting Services or have
pre-paid for an extended period of Shared Hosting Services. You must
provide Terrasoft Bulgaria Ltd. with your notice of termination by sending
written notification to Terrasoft Bulgaria Ltd. through communication channels
located on the Site. Upon Terrasoft Bulgaria Ltd. receipt of the written notice
of cancellation, you will be asked to provide Terrasoft Bulgaria Ltd. with
sufficient customer identification information so that
Terrasoft Bulgaria Ltd. may properly identify you and your account. Any
authenticated notice of termination will be effective upon
Terrasoft Bulgaria Ltd. receipt thereof.
1.2 Termination Policy.
If you terminate your receipt of the Services prior
to the end of the Initial Term or the Renewal Term, whichever is
then applicable, (a) Terrasoft Bulgaria Ltd. shall not refund to you any fees
paid in advance of such termination and (b) you shall be required to
pay the lesser of three (3) times the standard monthly charge or
100% of Terrasoft Bulgaria Ltd. standard monthly charge for each month remaining
in the term, unless otherwise expressly provided herein.
Notwithstanding the foregoing, if you have pre-paid for an extended
period of Services, you are entitled to a pro-rated refund of the
remaining months, calculated at the standard monthly rate for such
Services, not the discounted pre-paid rate. Your termination request
must be submitted to Terrasoft Bulgaria Ltd. in the manner described in Section
1.1. Terrasoft Bulgaria Ltd. may terminate this Agreement at any time and for
any reason by providing to you written notice of termination or an
email notice of termination to your last known email address. If
Terrasoft Bulgaria Ltd. terminates this Agreement, Terrasoft Bulgaria Ltd. shall refund to
you the pro-rated portion of pre-paid fees attributable to Services
not yet rendered as of the termination date unless otherwise
expressly provided herein. Terrasoft Bulgaria Ltd. RESERVES THE RIGHT, AT ITS
SOLE DISCRETION, TO TERMINATE ANY EXISTING CUSTOMER FOR ANY REASON.
If their is a dispute post termination of the account and Terrasoft Bulgaria Ltd.
has no record of cancellation and credit card was processed past said
termination then no refunds will be honored.
1.3 Liability and Obligations on
Should the Agreement expire or be terminated
for any reason, Terrasoft Bulgaria Ltd. will not be liable to you because of
such expiration or termination for compensation, reimbursement or
damages on account of the loss of prospective profits, anticipated
sales, goodwill or on account of expenditures, investments, leases
or commitments in connection with your business, or for any other
reason whatsoever flowing from such termination or expiration. Any
termination of this Agreement shall not relieve you of any
obligations to pay fees and costs accrued prior to the termination
date and any other amounts owed by you to Terrasoft Bulgaria Ltd. as provided in
You agree to pay for
all charges attributable to your use of the Services at the then
current Terrasoft Bulgaria Ltd. prices, which shall be exclusive of any
applicable taxes. You shall be responsible for the payment of all
federal, state, and local sales, use, value added, excise, duty and
any other taxes assessed with respect to the Services, other than
taxes based on Terrasoft Bulgaria Ltd. net income.
All charges for Services must be paid in advance according
to the then current price applicable to the Services. Upon
registration you must choose to pay for the Services either by
credit card or upon your receipt of an invoice. If you choose to pay
by credit card upon registering, you thereby authorize Terrasoft Bulgaria Ltd.
to charge your credit or debit card to pay for any charges that may
apply to your account. You agree that Terrasoft Bulgaria Ltd. may accumulate any
supplemental charges, as described in the Order Form, incurred by
you in your use of the Services ("Supplemental Charges") until such
charges exceed $20 and then charge your card. You must notify
Terrasoft Bulgaria Ltd. of any changes to your card account (including, without
limitation, applicable account number or cancellation or expiration
of the account), your billing address, or any information that may
prohibit Terrasoft Bulgaria Ltd. from charging your account. If you choose to be
invoiced upon registration, Terrasoft Bulgaria Ltd. will send an invoice to you
for the Services applicable to the period for which you have
registered for the Services. Terrasoft Bulgaria Ltd. may also send periodic
invoices to you for any applicable Supplemental Charges associated
with your use of the Services. You agree to pay to Terrasoft Bulgaria Ltd. the
amount indicated in each invoice by the due date reflected on the
invoice. If you fail to pay any fees and taxes within fifteen (15)
days from applicable due date for credit card or invoice payments,
late charges of the lesser of one and one-half per cent (5%) per
month or the maximum allowable under applicable law shall also
become payable by you to Terrasoft Bulgaria Ltd. In addition, your failure to
fully pay any fees and taxes within fifteen (15) days after the
applicable due date will be deemed a material breach of this
Agreement, justifying Terrasoft Bulgaria Ltd. suspension of its performance of
the Services and/or termination of this Agreement. You are
responsible for any fees associated with reinstated of Services. Any
such termination would not relieve you from paying past due fees
plus interest. In the event of collection enforcement, you will be
liable for any costs associated with such collection, including,
without limitation, reasonable attorneys' fees, court costs and
collection agency fees.
1.6 30 Day Guarantee.
Notwithstanding Sections 1.1 through 1.4, if you are not
fully satisfied with the Shared Hosting Services, you may terminate
this Agreement at any time during the first thirty (30) days from
your initial order date and receive a full refund of all payments
made by you to Terrasoft Bulgaria Ltd. for the Hosting Services. To receive such
refund, you must terminate this Agreement in the manner described in
Section 1.1 and cease using the Services, and Terrasoft Bulgaria Ltd. must
receive your termination notice, within the above described thirty
(30) day period. You agree to provide Terrasoft Bulgaria Ltd. with a description
of why you are not satisfied with the Services and are terminating
2. Use of Services
Applicable Policies and Guidelines.
The Terrasoft Bulgaria Ltd.
Acceptable Use And Service Guidelines (the "Usage Guidelines")
govern the general policies and procedures for use of the Services.
Terrasoft Bulgaria Ltd. On-line Privacy Practices governs how Terrasoft Bulgaria Ltd.
collects, stores, processes and uses information associated with
your use of the Services. The Usage Guidelines and the On-line
Privacy Practices are posted on Terrasoft Bulgaria Ltd. Web site at
Terrasoft Bulgaria Ltd and may be updated from time-to-time. YOU
SHOULD CAREFULLY READ THE USAGE GUIDELINES. BY USING THE SERVICES,
YOU AGREE TO BE BOUND BY THE TERMS OF THE USAGE GUIDELINES AND ANY
MODIFICATIONS THERETO. Terrasoft Bulgaria Ltd. RESERVES THE RIGHT TO TERMINATE
YOUR ACCOUNT FOR ANY VIOLATION OF THE USAGE GUIDELINES OR THIS
2.2 Material and Product Requirements.
You must ensure that all material and data placed on
Terrasoft Bulgaria Ltd. equipment is in a condition that is "server-ready,"
which is in a form requiring no additional manipulation by
Terrasoft Bulgaria Ltd. . Terrasoft Bulgaria Ltd. will make no effort to validate any of
this information for content, correctness or usability. In the event
that your material is not "server-ready", Terrasoft Bulgaria Ltd. has the option
at any time to reject this material. Terrasoft Bulgaria Ltd. will notify you of
its refusal of the material and afford you the opportunity to amend
or modify the material to satisfy the needs and/or requirements of
Terrasoft Bulgaria Ltd. . Use of the Services requires a certain level of
knowledge in the use of Internet languages, protocols and software.
This level of knowledge varies depending on the anticipated use and
desired content of your Web site. You must have the necessary
knowledge to create and maintain a Web site. It is not Terrasoft Bulgaria Ltd.
responsibility to provide this knowledge or customer support outside
of the Services agreed to by you and Terrasoft Bulgaria Ltd. .
Bandwidth, Storage, and E-Mail Usage.
You agree that use of
the Services hereunder will not exceed the bandwidth, storage and
E-mail usage limits set out in the Order Form. If you use any
bandwidth or storage space in excess of the agreed upon number of
megabytes per month or if you exceed E-Mail storage and attachment
size limitations, Terrasoft Bulgaria Ltd. may, in its sole discretion, assess you
with additional charges, suspend the performance of the Service, or
terminate this Agreement. In the event that Terrasoft Bulgaria Ltd. elects to
take any corrective action, you will not be entitled to a refund of
any unused pre-paid fees.
2.4 Domain Names.
of the Services, you will provide Terrasoft Bulgaria Ltd. with a registered
domain name or names or Terrasoft Bulgaria Ltd. will register such domain
name(s) selected by you, provided that such domain name is available
for registration and does not violate any Network Solutions' or
other registration services' policies, or any law or regulation. You
agree to promptly reimburse Terrasoft Bulgaria Ltd. for any fees paid by
Terrasoft Bulgaria Ltd. to Network Solutions or other registration services with
respect to the registration and maintenance of such domain name(s).
In the event of any dispute or cause of action arising out of or
related to your domain name used in connection with the Services,
upon your request Terrasoft Bulgaria Ltd. will attempt to register with Network
Solutions or other registrar an alternative domain name chosen by
you. You agree to be bound by the terms of Network Solutions' then
current domain name policy and/or the policies of the national DNS
registration authorities to which you become subject upon
registration of your domain name. The inability to use a domain name
shall not entitle you to a refund by Terrasoft Bulgaria Ltd. of any fees paid
with respect to the registration of such unusable domain name. In
the event you received a "Free Domain Name Registration" offer when
you signed up for the Services, and you terminate the Services
within one year of such domain name registration, you agree to
immediately pay Terrasoft Bulgaria Ltd. the full retail price for such domain
name registration in effect when you registered such domain name, in
addition to any other fees for early termination described herein.
3. Intellectual Property Rights
License Grant to Terrasoft Bulgaria Ltd. .
You hereby grant to
Terrasoft Bulgaria Ltd. a non-exclusive, worldwide, and royalty-free license for
the Initial Term and the Renewal Term, if applicable, to edit,
modify, adapt, translate, exhibit, publish, transmit, participate in
the transfer of, reproduce, create derivative works from,
distribute, perform, display, and otherwise use your content as
necessary for the purposes of rendering and operating the Services
to you under this Agreement. You expressly (a) grant to Terrasoft Bulgaria Ltd.
a license to cache materials distributed or made available for
distribution via the Services, including content supplied by third
parties, and (b) agree that such caching is not an infringement of
any of your intellectual property rights or any third party's
intellectual property rights.
3.2 Your Warranties And
Representations to Terrasoft Bulgaria Ltd. .
You warrant, represent, and
covenant to Terrasoft Bulgaria Ltd. that (a) you are at least eighteen (18)
years of age; (b) you possess the legal right and ability to enter
into this Agreement; (c) you will use the Services only for lawful
purposes and in accordance with this Agreement and all applicable
policies and guidelines; (d) you will be financially responsible for
the use of your account; (e) you have acquired or will acquire all
authorization(s) necessary for hypertext links to third-party Web
sites or other content; (f) you have verified or will verify the
accuracy of materials distributed or made available for distribution
via the Services, including, without limitation, your content,
descriptive claims, warranties, guarantees, nature of business, and
address where business is conducted, and (g) your content does not
and will not infringe or violate any right of any third party
(including any intellectual property rights) or violate any
applicable law, regulation or ordinance.
Terrasoft Bulgaria Ltd. Materials And Intellectual Property.
materials, including but not limited to any computer software (in
object code and source code form), data or information developed or
provided by Terrasoft Bulgaria Ltd. or its suppliers or agents pursuant to this
Agreement, and any know-how, methodologies, equipment, or processes
used by Terrasoft Bulgaria Ltd. to provide the Services to you, including,
without limitation, all copyrights, trademarks, patents, trade
secrets, and any other proprietary rights inherent therein and
appurtenant thereto shall remain the sole and exclusive property of
Terrasoft Bulgaria Ltd. or its suppliers. Terrasoft Bulgaria Ltd. shall also maintain and
control ownership of all Internet protocol ("IP") numbers and
addresses that may be assigned to you by Terrasoft Bulgaria Ltd. . Terrasoft Bulgaria Ltd.
reserves, in its sole discretion, the right to change or remove any
and all such IP numbers and addresses.
4.1 Investigation of Violations.
Terrasoft Bulgaria Ltd. may
investigate any reported violation of this Agreement, the Addendum
its policies or any complaints and take any action that it deems
appropriate and reasonable under the circumstance to protect its
systems, facilities, customers and/or third parties. Terrasoft Bulgaria Ltd. will
not access or review the contents of any e-mail or similar stored
electronic communications except as required or permitted by
applicable law or legal process.
Terrasoft Bulgaria Ltd. reserves the right and has absolute discretion
to restrict or remove from its servers any content that violates
this Agreement, the Addendum or related policies or guidelines, or
is otherwise objectionable or potentially infringing on any third
party's rights or in potentially violation of any laws. In the event
of becoming aware of any possible violation by you of this
Agreement, the Addendum, any related policies or guidelines, third
party rights or laws, Terrasoft Bulgaria Ltd. may immediately take corrective
action, including, but not limited to, (a) issuing warnings, (b)
suspending or terminating the Service, (c) restricting or
prohibiting any and all uses of content hosted on Terrasoft Bulgaria Ltd. ,
and/or (d) disabling or removing any hypertext links to third-party
Web sites, any of your content distributed or made available for
distribution via the Services, or other content not supplied by
Terrasoft Bulgaria Ltd. which, in Terrasoft Bulgaria Ltd. sole discretion, may violate or
infringe any law or third-party rights or which otherwise exposes or
potentially exposes Terrasoft Bulgaria Ltd. to civil or criminal liability or
public ridicule. It is Terrasoft Bulgaria Ltd. policy to terminate repeat
infringers. The above stated rights of action, however, do not
obligate Terrasoft Bulgaria Ltd. to monitor or exert editorial control over the
information made available for distribution via the Services. In the
event Terrasoft Bulgaria Ltd. takes corrective action due to such possible
violation, Terrasoft Bulgaria Ltd. shall not be obligated to refund to you any
fees paid in advance of such corrective action.
To comply with applicable laws and lawful
governmental requests, to protect Terrasoft Bulgaria Ltd. systems and customers,
or to ensure the integrity and operation of Terrasoft Bulgaria Ltd. business and
systems, Terrasoft Bulgaria Ltd. may access and disclose any information it
considers necessary or appropriate, including, without limitation,
user profile information (i.e., name, e-mail address, etc.), IP
addressing and traffic information, usage history, and content
residing on Terrasoft Bulgaria Ltd. servers and systems. Terrasoft Bulgaria Ltd. also
reserves the right to report any activity that it suspects violates
any law or regulation to appropriate law enforcement officials,
regulators, or other appropriate third parties. To the extent any
inconsistency exists between any terms of Terrasoft Bulgaria Ltd. On-line
Privacy Practices and Terrasoft Bulgaria Ltd. right disclose under this section,
Terrasoft Bulgaria Ltd. right to disclose under this section will control.
5. Disclaimed Warranties
You acknowledge and
agree that Terrasoft Bulgaria Ltd. exercises no control over, and accepts no
responsibility for, the content of the information passing through
Terrasoft Bulgaria Ltd. host computers, network hubs and points of presence, or
the Internet. ALL SERVICES PERFORMED HEREUNDER ARE PERFORMED "AS IS"
AND WITHOUT WARRANTY AGAINST FAILURE OF PERFORMANCE INCLUDING,
WITHOUT LIMITATION, ANY FAILURE DUE TO COMPUTER HARDWARE OR
COMMUNICATION SYSTEMS. EXCEPT AS EXPRESSLY PROVIDED IN THIS
AGREEMENT, Terrasoft Bulgaria Ltd. DOES NOT MAKE AND HEREBY DISCLAIMS, AND YOU
HEREBY WAIVE ALL RELIANCE ON, ANY REPRESENTATIONS OR WARRANTIES,
ARISING BY LAW OR OTHERWISE, REGARDING THE SERVICES, INCLUDING,
WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM COURSE
OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE.
Limitations and Exclusion of Liability
IN NO EVENT SHALL Terrasoft Bulgaria Ltd. OR ITS SUPPLIERS HAVE ANY
LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR
DESTRUCTION OF INFORMATION DISTRIBUTED OR MADE AVAILABLE FOR
DISTRIBUTION VIA THE SERVICES THROUGH ACCIDENT, FRAUDULENT MEANS OR
DEVICES. NEITHER Terrasoft Bulgaria Ltd. NOR ITS SUPPLIERS SHALL HAVE LIABILITY
WITH RESPECT TO Terrasoft Bulgaria Ltd. OBLIGATIONS UNDER THIS AGREEMENT, THE
ADDENDUM OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL,
INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF Terrasoft Bulgaria Ltd. HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE
LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL
DAMAGES SO THE FOREGOING LIMITATION OR EXCLUSIONS MAY NOT APPLY TO
YOU. IN ANY EVENT, THE LIABILITY OF Terrasoft Bulgaria Ltd. AND ITS SUPPLIERS TO
YOU FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO
THE AMOUNT ACTUALLY PAID TO Terrasoft Bulgaria Ltd. BY YOU UNDER THIS AGREEMENT
AND THE ADDENDUM DURING THE ONE (1) MONTH IMMEDIATELY PRECEDING
THE DATE ON WHICH SUCH CLAIM ACCRUED. THIS LIMITATION APPLIES TO ALL
CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, TO
BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT
LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. THE FEES FOR THE
SERVICES SET BY Terrasoft Bulgaria Ltd. HEREUNDER HAVE BEEN AND WILL CONTINUE TO
BE BASED UPON THIS ALLOCATION OF RISK. ACCORDINGLY, YOU HEREBY
RELEASE Terrasoft Bulgaria Ltd. AND ITS SUPPLIERS FROM ANY AND ALL OBLIGATIONS,
LIABILITIES, AND CLAIM IN EXCESS OF THE LIMITATION STATED IN THIS
6.2 Interruption of Service.
acknowledge and agree that Terrasoft Bulgaria Ltd. and its suppliers will not be
liable for any temporary delay, outages or interruptions of the
Services. Further, Terrasoft Bulgaria Ltd. shall not be liable for any delay or
failure to perform its obligations under this Agreement, where such
delay or failure results from any act of God or other cause beyond
its reasonable control (including, without limitation, employee or
contractor mistakes, support mistakes, data center outages,
server outage, SMTP stopping, IIS stopping, any mechanical,
electronic, communications or third-party supplier
failure). Terrasoft Bulgaria Ltd. is not an appropriate place to host sites with
exceptionally high bandwidth, availability or support
hereby release and hold harmless, and agree to indemnify,
Terrasoft Bulgaria Ltd. and its affiliates and suppliers (and their respective
employees, directors and representatives) against any and all
claims, actions, proceedings, suits, liabilities, damages,
settlements, penalties, fines, costs or expenses (including, without
limitation, reasonable attorneys' fees and other litigation
expenses) incurred by Terrasoft Bulgaria Ltd. or its suppliers, arising out of
or relating to (a) your violation or breach of any term, condition,
representation or warranty of this Agreement, the Addendum or any
applicable policy or guideline; (b) your improper or illegal use the
Services; (c) your website or any other application, email, database
or service hosted by Terrasoft Bulgaria Ltd. that is not always available to the
public via the internet or our action or inaction has caused your
website, application, email, database or service to go down for any
period of time; or (d) your violation, alleged violation, or
misappropriation of any intellectual property right (including,
without limitation, trademark, copyright, patent, trade secrets) or
non-proprietary right of a third party (including, without
limitation, defamation, libel, violation of privacy or publicity).
8. MISCELLANEOUS PROVISIONS
This Agreement, in conjunction with the Addendum
and all policies and guidelines incorporated herein by reference,
constitutes the entire agreement between you and Terrasoft Bulgaria Ltd. with
respect to the subject matter hereof and there are no
representations, understandings or agreements, which are not fully
expressed in this Agreement and the related policies and guidelines.
8.2 No Fiduciary Relationship.
Beneficiaries. Terrasoft Bulgaria Ltd. is not the agent, fiduciary, trustee or
other representative of you. Except for the rights of Terrasoft Bulgaria Ltd.
suppliers under sections 6 and 7 hereof, nothing expressed or
mentioned in or implied from this Agreement or the Addendum is
intended or shall be construed to give to any person other than the
parties hereto any legal or equitable right, remedy or claim under
or in respect to this Agreement and the Addendum. This Agreement and
the Addendum and all of the representations, warranties, covenants,
conditions and provisions hereof are intended to be and are for the
sole and exclusive benefit of the parties hereto.
Except as expressly provided in this Agreement,
no amendment, change, waiver, or discharge hereof or to the Addendum
shall be valid unless in writing and signed by the parties.
With your permission,
Terrasoft Bulgaria Ltd. may, free of any obligation to pay compensation, use
your name and identify you as a Terrasoft Bulgaria Ltd. client, in advertising,
publicity, or similar materials distributed or displayed to
8.5 Choice of Law and Forum.
THIS AGREEMENT, INCLUDING THE ADDENDUM, WILL BE GOVERNED BY
THE LAWS OF THE REPUBLIC OF BULGARIA, WITHOUT
REFERENCE TO RULES GOVERNING CHOICE OF LAWS.
8.6 Compliance With Laws.
You shall at all times comply with all applicable laws and
regulations and shall indemnify and save Terrasoft Bulgaria Ltd. harmless from
your failure to so comply. You agree that Terrasoft Bulgaria Ltd. shall not have
to perform any obligations set forth in this Agreement if such
performance would violate any present or future law, regulation or
policy of any applicable government.
You shall not use the
Services in any way that violates U.S. export laws, including
without limitation, uses related to the proliferation of weapons of
mass destruction, prohibited chemical, biological, or nuclear
weapons or missile use. You agree that you are not located in, under
control of, or a national or resident of any country restricted as a
destination by U.S. law or on the U.S. Treasury Department's list of
Specially Designated Nationals or the U.S. Department of Commerce's
Table of Denial Orders.
not assign this Agreement or any right or obligation hereunder or
under the Addendum, by operation of law or otherwise, without
Terrasoft Bulgaria Ltd. prior written consent. Terrasoft Bulgaria Ltd. may assign its rights
and obligations under this Agreement or the Addendum, and may
utilize affiliate and/or agents in performing its duties and
exercising its rights hereunder, without your consent. Subject to
that restriction, this Agreement and the Addendum will be binding
on, inure to the benefit of, and be enforceable against the parties
and their respective successors and assigns.
8.8 No Waiver.
Terrasoft Bulgaria Ltd. failure to enforce the strict performance of any
provision of this Agreement or the Addendum will not constitute a
waiver of Terrasoft Bulgaria Ltd. right to subsequently enforce such provision
or any other provisions hereunder or thereunder.
Should any term or provision hereof be deemed
invalid, void or unenforceable either in its entirety or in a
particular application, the remainder of this Agreement and the
Addendum, if applicable, shall nonetheless remain in full force and
effect and, if the subject term or provision is deemed to be
invalid, void or unenforceable only with respect to a particular
application, such term or provision shall remain in full force and
effect with respect to all other applications.
The section headings used herein are for reference
and convenience only and shall not enter into the interpretation
All provisions of this
Agreement and the Addendum relating to your warranties, intellectual
property rights, limitation and exclusion of liability, your
indemnification obligations and payment obligations shall survive
the termination or expiration hereof and thereof.
1. Logos and link logo marks (the Marks) and,
during or after the term of this Agreement, shall not, in any way,
contest, or help others to contest, such ownership or the validity
of any registrations or rights of Terrasoft Bulgaria Ltd. now owned or obtained
relating to the Marks.
2. Customer shall not use any names,
marks, terms, graphics, or other materials on its Web page or site
that are likely to cause confusion with or dilute the
distinctiveness of either of the Marks or to damage the reputation
or commercial image of Terrasoft Bulgaria Ltd. or any of its products.
Terrasoft Bulgaria Ltd. , in its sole discretion, may terminate this license
immediately for any reason. Upon termination of this license,
Customer shall immediately cease all further use of the Marks, or
any other similar mark, name or logo, including, without limitation,
any name or mark comprising the term 'Terrasoft Bulgaria Ltd.'