Terms and Conditions

By purchasing or using any of the Products and/or the Services provided by Cloud Office, you agree to comply with these Terms and Conditions (hereinafter “Terms” or “Terms and Conditions”).

Please read these Terms carefully before purchasing or using any of the Products and/or the Services offered by Cloud Office. By signing an Agreement with Cloud Office, you agree to be bound by these Terms and any applicable terms and conditions of Third-Party Providers.

1. DEFINITIONS
   1. “Agreement” means the MASTER AGREEMENT or the SERVICE FRAME CONTRACT respectively, concluded by and between the Parties, and the Terms and Conditions, which are an integral part of the Agreement, Exhibits, Addendums, Attachments, Tables, Annexes and any other attachments expressly referenced herein and all other documents executed pursuant to the Agreement. 
   2. “Brand Features” means the trade names, trademarks, service marks, logos, domain names, and other distinctive Brand Features of each party, respectively, as secured by such parties from time to time.
   3. “Cloud Office” means CLOUD OFFICE Ltd., registered under the laws of Bulgaria with UIC 205743223, having its registered seat and address at 37, Georgi Benkovski Str., 1st floor, Sofia, 1000, which Cloud Office is provider and reseller of various cloud Products and Services.
   4. “Customer” means the legal entity purchasing Products and Services from the Cloud Office.
   5. “Customer Data” means data and other content, in any form or medium, that is collected, downloaded or otherwise received, directly or indirectly from Customer or an End User by or through the Products. For the avoidance of doubt, Customer Data includes information reflecting the access or use of the Products by or on behalf of Customer or any End User.
   6. “Effective Date” means (as applicable) the date of execution of the Agreement.
   7. “End Users” means Customer’s individual end users who use the Product(s).
   8. “Intellectual Property Rights” means all copyright, moral rights, patent rights, trade and service marks, design rights, rights in or relating to databases, rights in or relating to confidential information, rights in relation to domain names, and any other intellectual property rights (registered or unregistered) throughout the world.
   9. “Payment Plan” means a billing option for a particular purchase as described in the Agreement.
   10. “Product” means Google Services (Google Workspace and Google Cloud Platform) and Jumpcloud Services, that are made available to Cloud Office for resale to Customer in consideration of the prices set out in the Agreement. 
   11. “Services“ means all services provided by the Cloud Office to the Customer as described in the Agreement (as may be updated by Cloud Office from time to time), including but not limited to cloud services, support, consultancy, and professional services. 
   12. “Taxes” means all national, provincial and municipal, income, franchise, business, gross receipts, payroll, property, sales, use, excise, value-added, consumption, goods and services, harmonized sales, stamp, and all other similar taxes or duties.
   13. “Term” means the period starting on the Effective Date and continuing until the Agreement terminates in accordance with its terms, subject to any applicable provisions governing wind down periods as may be further specified in the Agreement.
   14. “Third-Party Provider” means Google (in the case of Google Workspace and Google Cloud Platform) and JumpCloud, who manage and operate the core infrastructure and services.
2. Products that Cloud Office Resells
   1. Cloud Office as an authorized reseller, provides access to the Products under the licensing terms dictated by the respective Third-Party Providers and based on an Agreement concluded with the Customer. Customer agrees to comply with all license restrictions and limitations set by Google and JumpCloud in their standard terms for each service, including (https://workspace.google.com/terms/premier_terms/,
      https://cloud.google.com/terms/service-terms; https://jumpcloud.com/legal/daasa).
   2. Customer agrees to use the Products only for lawful purposes and in a manner consistent with the rights and restrictions of the Third-Party Providers.
   3. Cloud Office provides access to Google Workspace, Google Cloud Platform, and JumpCloud as third-party solutions. Cloud Office does not directly manage, operate, or support the infrastructure, maintenance, or customer data stored in these Products.
   4. Cloud Office does not warrant uninterrupted, error-free access to the Products. Third-Party Providers are responsible for uptime, security, and infrastructure-related guarantees. Customer acknowledges that Cloud Office is not liable for any issues originating from these Third-Party Providers.
   5. Product Availability. Customer agrees that Third-Party Providers may without notice, and without incurring any liability to Customer: (a) discontinue the sale or availability of any Product(s) or support of any Product(s); or (b) change the features of any Product(s). 
3. Services offered by Cloud Office
   1. Cloud Office provides professional services such as participation in the development, documentation, testing, validation and other specific services, related to the development of a particular software, customer service and IT infrastructure projects.
   2. The Services, along with their respective prices, are detailed in the Agreement to these Terms. The Customer agrees to the prices specified in the Agreement, which may be subject to periodic adjustments as per the terms outlined therein.
4. Cloud Office Support (Support). Customer shall be entitled to use those support services of the Cloud Office, which have been stated explicitly in the Agreement. 
   1. Proactive Support. Unless otherwise listed in the Agreement, Proactive Support shall include: (i) How to questions; (ii) Solving technical issues, regarding Products and services, subject to the Agreement; (iii) Training for Customer IT administrators and End Users; (iv) Shadowing of Customer employees and suggesting optimizations in their day to day work as well as helping them with the quicker adoption of Products; (v) Consultancy regarding Products and services, subject to the Agreement.
   2. Reactive Support. Customer shall be able to use Customer service and technical support for services, provided by Cloud Office, as well as all applications, for which the Customer has subscribed in the Agreement. Unless otherwise agreed, Reactive Support shall not be provided on Customer’s premises. Reactive Support will be executed remotely.
   3. Availability. Reactive Support shall be available on business days, Monday to Friday, from 9:00 to 18:00 EET (Business hours). Cloud Office will accept Customer queries also outside Business hours (18:00 – 9:00) and Saturday and Sunday, on a best effort basis. 
   4. Support channels. Reactive Support shall be provided via email, phone, chat and/or a ticketing system. Cloud Office may from time to time instruct Customer about the specific sequence of using Support channels.
      1. Support via Email. Reactive Support requests shall be accepted by Customer, when addressed to the email address, indicated in the Agreement. 
      2. Support over the Phone. Reactive Support requests shall be accepted by Customer, when received at the phone number, indicated in the Agreement.
      3. Ticketing System. Reactive Support requests shall be accepted by Customer, when received via Google forms, as indicated in the Agreement. Cloud Office shall be entitled to change from time to time the ticketing system by notifying the Customer in a timely fashion. 
      4. Support via Chat. Reactive Support requests shall be accepted via Web chat of Cloud Office, indicated in the Agreement.
   5. Support Requests. Each Reactive Support request must include information about the Product, that has encountered the problem, workplace and device of the person, who has encountered the problem, as well as a description of the nature and manner of the error or problem, and other relevant pre-diagnosis circumstances.
   6. Initial Response Time. Unless otherwise stipulated in the Ageement, the time for response after receiving a Reactive Support request shall be: 
      1. Priority Level 1(critical): Service is unusable – 1-hour to respond;
      2. Priority Level 2: Service is interupting – 1 hours to respond; 
      3. Priority Level 3: “How to” type of questions where service is available, but the user is not aware how to perform an action in the services – (a) when Reactive Support request is received before 12 a.m. – response within the same business day; when Reactive Support request is received after 12 a.m. – response on the same or next business day.
   7. Support Procedure. Reactive Support shall be executed through channels, corresponding to the existing problem. Customer may expect that the Reactive Support shall begin with an attempt of Cloud Office to resolve the issue by telephone call. If the problem cannot be solved by telephone consultation, a remote support session will be scheduled, synchronized with the applicant of the request, if necessary. Remote maintenance is a non-present commitment of the Cloud Office to assist in the diagnosis and elimination of problems defined by the Customer through technological means for remote administration and control over the system of the Customer. The procedure is carried out through a built-in Internet access channel, with the explicit authorization of the request applicant. In case of need for attendance support, synchronized with the applicant of the request, if necessary. Cloud Office shall have full discretion in deciding the manner, sequence and combination of Support channels and methods. 
   8. Performance Time. The time for performance of each assigned Support service shall depend on the type, complexity and specifics of the assignment. If not otherwise stipulated between the parties, Cloud Office shall not be bound by specific terms for providing the Services. If any indicative terms are indicated by Cloud Office to the Customer, delays from such terms will not, in any way, be treated by Customer as a breach by Cloud Office of its obligations under the Agreement.
   9. Information and Materials. The Customer shall prepare and provide the Cloud Office with any information or materials, relevant to the implementation of the Support services. Customer will be responsible for reviewing the progress of the Support assignments and timely providing Cloud Office with appropriate information or feedback on the progress. Customer shall reasonably cooperate with Cloud Office by, among other things, making available, as reasonably requested by Cloud Office, management decisions, information, approvals or disapprovals, and acceptances or rejections in a reasonably timely manner so that Cloud Office may fulfill its obligations under the Agreement. The term for providing each Support service, if any, starts running after the Cloud Office has received the necessary information and materials from the Customer for the respective assignment.
   10. Access and Assistance. Customer will provide Cloud Office access to Customer’s systems, computer networks, premises, facilities and environments as may be necessary to perform the Services and their Support. Customer will provide the necessary assistance and will facilitate the performance of the Cloud Office activities and obligations under the Agreement. The term for providing each Support service, if any, starts running after Cloud Office has received the necessary access and assistance from the Customer for the specific assignment.
   11. In any case, in the event that the work of the Cloud Office requires that the Customer shall provide information, documents, files, materials, instructions, designs, passwords, access on premises, access data or other form of cooperation to the Cloud Office (including but not limited to giving approvals or feedback to the Cloud Office), the Cloud Office shall not be obliged to begin/continue work until such cooperation is duly provided by the Customer. In this case, all terms for fulfilment of other Cloud Office’s obligations, if any, shall stop and shall begin after such cooperation is duly provided by the Customer. The terms for fulfilment of Cloud Office’s services, if such have been stipulated by the Parties, shall be stopped and prolonged with the term, necessary to the Customer to provide the required, information, documents and/or assistance to the Cloud Office. Cloud Office shall not be held responsible, if the Customer provides partial, incorrect or inaccurate assignment, data or materials. 
   12. Customer has sole responsibility and liability for adequately providing tasks, issues and technical assignments to Cloud Office, in order for the latter to perform the demanded activities and services.
   13. Support requests may be assigned only when requests are addressed to the Cloud Office’s contact details, indicated in the Agreement. Services assigned in a different manner than described herein, may not be considered binding for Cloud Office.
   14. It shall be the Customer’s responsibility to control the use of Support channels by Customer’s employees and representatives, empowered to assign services to the Cloud Office. 
   15. The assignment for each Support service shall be binding to Cloud Office and Cloud Office owes its performance after an express statement by Cloud Office for accepting the assignment and confirming all its terms and components. The term for providing each Support service, if any, starts running after Cloud Office has confirmed the acceptance of the assignment.
   16. Language. Support shall be provided in English and Bulgarian and Language.

1. Customer Obligations 
   
   Customer shall:
   1. not install unlicensed or other software that could damage or interfere with the operation of the respective Product;
   2. not repair or attempt to repair Product failure or problems by itself or allow third parties to do it;
   3. not grant administrator rights to the Products to anyone other than the Cloud Office;
   4. comply at all times with Cloud Office recommendations and instructions for use of Products;
   5. allow prophylactic checks and maintenance of the Products, as well as the installation of new versions of the Products which the Cloud Office deems necessary for the proper functionalities and use of the Products;
   6. notify the Cloud Office of Products faults and problems in a timely manner only through the Cloud Office’s technical support person specified in the Agreement and through the Support channels listed herein. Unless otherwise stipulated in the Agreement, Customer shall notify the Cloud Office about hardware and software problems within four hours of their detection. Unless made in compliance with the Agreement, notifications will not be considered received or accepted by the Cloud Office and Cloud Office shall not be subject to a deadline for the Cloud Office to remedy problems or take other actions;
   7. comply with the Cloud Office’s requirements regarding software, equipment, connectivity and technical characteristics of computer, telecommunication and other equipment, involved in or connected with the operation of the Products;
   8. provide access and technological prerequisites for remote administration and control of the Products and the network, involving the scope of Services, in accordance with the requirements of the Cloud Office;
   9. instruct all its employees and all persons having access to the Products about its obligations under the Agreement and provide their compliance with such obligations, bearing full responsibility for their actions and omissions as its own;
   10. assign only to the Cloud Office the activities, subject to the Agreement.
   11. All obligations of the Customer shall apply to and be binding to all its employees under a labor or civil Agreement, as well as all persons having access to the leased hardware devices of the Customer, the software installed on them or the whole system, in which they are included.
   12. Customer Systems and Cooperation. Customer will at all times during the Term: (a) set up, maintain and operate in good repair and in accordance with the Cloud Office specifications and recommendations all Customer systems on or through which the Products and Services are accessed or used; (b) provide Cloud Office personnel with such access to Customer’s premises and systems as may be reasonably necessary for Cloud Office to perform the Services in accordance with the terms of the Agreement; and (c) provide all cooperation and assistance as Cloud Office may reasonably request to enable Cloud Office to exercise its rights and perform its obligations hereunder.
   13. Effect of Customer Failure or Delay. Cloud Office is not responsible or liable for any delay or failure of performance caused by Customer’s delay in performing, or failure to perform, any of its obligations under the Agreement (each, a “Customer Failure”). In such a case, Cloud Office will be given an extension of time equal to the number of days solely delayed by Customer to perform Cloud Office’s obligations. 
   14. Corrective Action and Notice. If Customer becomes aware of any actual or threatened prohibited activity by Customer or any End User, Customer will, and will cause its End Users to, immediately: (a) take all reasonable and lawful measures that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Products and Services and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and (b) notify Cloud Office of any such actual or threatened activity.

1. PRODUCT USE
   1. Customer shall use the Products only for its own internal business purposes. Customer shall not be entitled to resell or use the Products otherwise, except explicitly stipulated herein. Except as expressly permitted in the Agreement, Customer will not: (a) resell or supply the Products to any third party who will resell, distribute, supply, lease, or allow another third party to use the Products; (b) use the Products or any Google documentation provided for any purpose other than to use the Products as permitted hereunder; or (c) adapt, alter, modify, decompile, translate, disassemble, or reverse engineer any Product or any part thereof, including the source code and any other underlying ideas or algorithms of the software forming part of the Product (except to the extent such act cannot be prohibited by law or is expressly permitted under the applicable law).
   2. Within the Term of the Agreement the Customer shall not buy Products from other resellers or from Google directly. 

1. NON-SOLICITATION

During the Term and for 1 year thereafter, neither Party will, directly or indirectly, recruit or solicit (other than by general advertisement not directed specifically to anyone) for employment or engagement as an independent company any person then or within the prior 6 months employed or engaged by the other Party involved in any respect with the Services or the performance of the Agreement. If a violation of this obligation is proven, the non-breaching Party will be entitled to liquidated damages equal to the compensation paid to the applicable employee during the prior 12 months.

1. PAYMENT PLANS. PRICE LIST. PAYMENT TERMS
   1. Payment plans 
      1. The Subscription plan, elected by Customer, shall be stipulated in the Agreement.
      2. License fees and other Product and Service prices shall be also stipulated in the Agreement or an addendum to it.
      3. If the Customer has received a discount on a non-commitment plan and subsequently terminates the Agreement, the Customer shall be obliged to repay all discounts applied during the period of Product or Service usage. This repayment will be calculated based on the total discount amount provided from the beginning of the Agreement’s period until the termination date.
   2. Price List. Price List Updates.
      1. The price charged by Cloud Office to Customer for any Service and/or Product is the price stated on the applicable Agreement. 
      2. Customer acknowledges and agrees that Cloud Office may change the prices on the existing Agreement periodically by informing the Customer. The date Cloud Office informs Customer of a change is a “Price Change Notice Date for Customer”. Unless otherwise specified for a longer period, any price change will become effective 30 days after the Price Change Notice Date for Customer. 
   3. Payment Terms.
      1. All fees will be invoiced in accordance with the Agreement and these Terms. 
      2. Customers are obliged to make payments in full, in accordance with the terms specified in the invoice or the Agreement. Unless otherwise specified in the invoice or the Agreement, Customer agrees to pay all invoiced amounts within seven (7) calendar days of the date of invoice. 
      3. Customer is responsible for providing complete and accurate billing and contact information to Cloud Office and notifying Cloud Office of any changes to such information.
      4. All payments must be made via bank transfer or through another pre-agreed payment method.
      5. All bank fees, bank commissions, exchange rate losses or commissions on currency exchange, and other costs and fees related to payments are at the expense of the Customer. The Customer undertakes to perform all necessary actions and pay all necessary accompanying fees and expenses so that Cloud Office receives the full amount of the price of the Products and/or Services provided.
      6. Payment by credit or debit card is only possible if explicitly agreed upon between the parties. In cases where such a payment method is agreed upon, a licensed third-party intermediary may be used by Cloud Office, including an online payment system such as Stripe or another third-party payment service provider chosen by Cloud Office. Cloud Office has the right to add payment methods, introduce new integrations with Third parties, and replace Third-party service providers.
      7. When payment by debit or credit card is agreed between the parties, Cloud Office and/or the chosen payment service provider may charge the Customer’s payment methods (such as credit card, debit card, or other available methods) for any applicable fees. If Cloud Office and/or the payment service provider cannot charge the Customer’s payment method for any reason (such as expiration or insufficient funds), the Customer remains responsible for any uncollected amounts, and Cloud Office and/or the payment service provider will attempt to charge the updated payment method. If Cloud Office and/or the payment service provider is unable to successfully charge the Customer’s credit card or payment profile for due amounts, Cloud Office reserves the right to restrict access to the provided Products and/or Services. Cloud Office shall not be deemed liable for any losses, damages, etc. The rights of Cloud Office under this clause shall also apply accordingly when a payment service provider is involved.
      8. If the Customer uses a payment method involving a payment service provider, the Customer may be bound by the terms and conditions and/or fees of such payment service provider. In this case, the Customer agrees and accepts the rules and policies for using the services of the payment service providers, through which the payment is made. Cloud Office reserves the right to charge an administrative fee to the Customer for any payment method involving a payment service provider, including payment by debit or credit card. The applicable fee shall be determined based on the pricing policy of the respective payment service provider, considering factors such as the payment currency, the origin of the card used by the Customer, and any additional charges imposed by the payment service provider, selected by Cloud Office. The administrative fee will be included in the invoice issued by Cloud Office.
      9. Cloud Office shall not be liable if a payment method involving a Third-party payment service provider is not available or otherwise does not function for reasons that cannot be attributed to the fault of Cloud Office.
   4. Overdue Payments. Penalties.
      1. Until paid in full, delinquent payments will bear interest from the first date of delinquency at 0.1% of the outstanding payment per day from the date such payment was due until the date paid, but not more than 10% of the outstanding payment. 
      2. In the event of a breach of contractual obligations or a repeated delay in payments for a period exceeding three (3) consecutive months, the Customer shall be liable to pay a penalty in the amount of ten percent (10%) of the outstanding payments, but not less than two hundred (200) BGN.
      3. In the event that the delay in payment exceeds fifteen (15) calendar days from the due date, Cloud Office reserves the right to temporarily suspend the Customer’s access to the Products and/or Services provided.
      4. In the event that the delay in payment exceeds thirty (30) calendar days from the due date, Cloud Office shall be entitled to terminate the provision of the Products and/or Services and to initiate actions for the collection of the outstanding amounts, including but not limited to, assigning the debt to a collection agency or initiating legal proceedings.
      5. In the case of repeated non-performance by the Customer, Cloud Office shall have the right to unilaterally terminate the Agreement and take all necessary legal and factual actions to collect the outstanding debt.
      6. The Customer is responsible for all reasonable expenses (including legal fees) incurred by Cloud Office in collecting unpaid or overdue amounts, except where these unpaid or overdue amounts are due to billing inaccuracies attributable to Cloud Office.
      7. Cloud Office reserves the right to retroactively revoke any discounts granted on the provision of the Products and/or Services in the event that:
         1. the Customer terminates the Agreement prematurely; or
         2. the Agreement is terminated due to the Customer’s breach of contractual obligations or a repeated delay in payments for a period exceeding two (2) consecutive months.
         3. Penalties related to sold licensed Products or Services delivered, shall be calculated in the amount of the discount granted by Cloud Office, where such a discount has been agreed upon.
   5. Credit Hold. Suspension. Termination. 
      
      Without prejudice to any other rights or remedies, if any undisputed invoice remains unpaid after the due date or if Cloud Office determines in its reasonable commercial judgment that the Customer’s credit worthiness is in question, Cloud Office may place Customer on credit hold and suspend Customer’s access to Customer ordering tools and/or any Products and/or Services in accordance with these Terms. If Cloud Office places Customer on credit hold, Cloud Office will promptly inform Customer. If Cloud Office, in its sole discretion, determines that Customer is an unacceptable credit risk, Cloud Office may terminate the Agreement with immediate effect upon written notice.
   6. Conditions for reactivation. Reactivation fees.
      1. In the event that the provision of Products and/or Services is temporarily suspended by Cloud Office due to delayed payment, the Customer may request reactivation of the Products and/or Services upon full settlement of all outstanding payments, including penalties.
      2. All previously outstanding payments must be fully paid before the provision of Products and/or Services is reactivated.
      3. Following the suspension of the provision of Products and/or Services, the Customer may be required to prepay a minimum of three (3) months’ fees (or another period as specified in the Agreement) as a condition for reactivation. Unless a different payment period is expressly specified by Cloud Office, the required prepayment shall be due within seven (7) days from the date of issuance of the invoice by Cloud Office.
      4. In the event that the Customer delays payment again within six (6) months following reactivation, Cloud Office reserves the right to require prepayment of the fees for the entire remaining term of the Agreement. If the Customer fails to make the required prepayment within the period specified by Cloud Office, Cloud Office shall be entitled to terminate the Agreement with immediate effect, without prior notice or further liability.
      5. Cloud Office reserves the right to refuse the reactivation of the provision of Products and/or Services if the Customer has a history of repeated non-fulfillment of financial obligations.
   7. Disputes.
      
      Any disputes relating to invoiced amounts must be submitted prior to the invoice due date. Any portion of a charge not disputed in good faith must be paid in full. 
   8. Prices and Taxes.
      1. All prices are VAT excluded.
      2. Customer shall comply with all applicable tax laws and regulations. Customer hereby agrees to indemnify Cloud Office for any Taxes and related costs paid or payable by Cloud Office attributable to Taxes that would have been Customer’s responsibility under this section if invoiced to Customer. Customer shall promptly pay or reimburse Cloud Office for all costs and damages related to any liability incurred by Cloud Office as a result of Customer’s non-compliance or delay with its responsibilities herein. Customer’s obligation under this section shall survive the termination or expiration of the Agreement and/or these Terms.

1. CUSTOMER DATA. CUSTOMER CONSENT TO DISCLOSURE
   1. Customer Data. As between Customer and Cloud Office, Customer is and will remain the sole and exclusive owner of all right, title and interest in and to all Customer Data. Subject to the terms and conditions of the Agreement, the Customer hereby grants Cloud Office a limited, revocable, non-transferable, non-exclusive, non-sub licensable, royalty-free license during the Term to use, reproduce, electronically distribute, transmit, have transmitted, perform, display, store, archive, and make derivative works of the Customer Data for purposes of providing the Services to Customer.  Cloud Office will have no right to use the Customer Data for any other purpose or share the Customer Data with anyone other than the Customer. Notwithstanding the prior sentence, Cloud Office may use disaggregated and depersonalized Customer Data for benchmarking, quality control, improving the Services and any other lawful purposes.
   2. Customer Consent to Disclosure. Besides other data protection and Customer Data stipulations in the Agreement, the Customer will permit Cloud Office to use and disclose Customer Data and other Customer information to Google as reasonably required for Google to provide Products, Google Services and Google support to Cloud Office in connection with the relevant Customer’s support issues regarding the Services, Google Services and Products, and for use by Google in accordance with the Google TOS including applicable confidentiality, data processing and security terms.
   3. The Customer hereby consents to provide relevant Customer contact notices, to allow Google to communicate directly with Customer for the following purposes: (a) to conduct customer service and satisfaction surveys; (b) to the extent required to provide options regarding continuity of the Product(s) (including where Cloud Office’s authorization to continue to resell or supply the Product has been terminated; and (c) for purposes related to the provisioning of the Product(s) to Customer’s account, including in relation to any Product updates or security incidents.

1. INTELLECTUAL PROPERTY RIGHTS
   1. Except as expressly stated otherwise in the Agreement, neither party will acquire any rights, title or interest, in or to any of the Intellectual Property Rights belonging to the other party, or the other party’s licensors. All ownership rights, title, and Intellectual Property Rights in and to the content accessed through any Products or tools are the property of the applicable content owner and may be protected by copyright or other applicable laws.
   2. Limited Trademark License; Marketing Materials. Customer hereby grants Cloud Office a royalty-free, non-exclusive, non-transferable, non-sublicensable, revocable, limited term license to use Customer’s Marks within the Term of the Agreement, solely for the purpose of including Customer in any of Cloud Office’s customer lists and identifying Customer as a client of Cloud Office. Cloud Office will not use any of Customer’s Marks in any manner that Customer, in its sole discretion, deems to be an explicit or implicit endorsement of Cloud Office, or which is likely to cause confusion as to Customer’s relationship to Cloud Office. Customer and Cloud Office acknowledge that the provisions of this paragraph do not convey any right, title or ownership interest in Customer’s Marks to Cloud Office.

1. CONFIDENTIAL INFORMATION
   1. Confidential Information. “Confidential Information” means any and all non-public technical and non-technical information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in any form or medium, whether oral, written, graphical or electronic, pursuant to these that is marked confidential and proprietary, or that the Disclosing Party identifies as confidential and proprietary, or that by the nature of the circumstances surrounding the disclosure or receipt ought to be treated as confidential and proprietary information, including but not limited to: (a) techniques, sketches, drawings, models, inventions (whether or not patented or patentable), know-how, processes, apparatus, formulae, equipment, algorithms, software programs, software source documents, APIs, and other creative works (whether or not copyrighted or copyrightable); (b) information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, business forecasts, sales and merchandising and marketing plans and information; (c) proprietary or confidential information of any third party who may disclose such information to Disclosing Party or Receiving Party in the course of Disclosing Party’s business; and (d) the terms of the Agreement. Confidential Information of Cloud Office shall include the documentation, the pricing, the offers and the terms and conditions of the Agreement. Confidential Information also includes all summaries and abstracts of Confidential Information.
   2. Non-Disclosure. Each party acknowledges that in the course of the performance of the Agreement, it may obtain the Confidential Information of the other party. The Receiving Party shall, at all times, both during the Term and thereafter, keep in confidence and trust all of the Disclosing Party’s Confidential Information received by it. The Receiving Party shall not use the Confidential Information of the Disclosing Party other than as necessary to fulfill the Receiving Party’s obligations or to exercise the Receiving Party’s rights under the Agreement. Each party agrees to secure and protect the other party’s Confidential Information with the same degree of care and in a manner consistent with the maintenance of such party’s own Confidential Information (but in no event less than reasonable care), and to take appropriate action by instruction or agreement with its employees or other agents who are permitted access to the other party’s Confidential Information to satisfy its obligations under this Section. The Receiving Party shall not disclose Confidential Information of the Disclosing Party to any person or entity other than its officers, employees and agents who need access to such Confidential Information to affect the intent of the Agreement and who are subject to confidentiality obligations at least as stringent as the obligations set forth in the Agreement.
   3. Exceptions to Confidential Information. The obligations set forth in this Section  (Non-Disclosure) shall not apply to the extent that Confidential Information includes information which: (a) was known by the Receiving Party prior to receipt from the Disclosing Party either itself or through receipt directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (b) was developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (c) becomes publicly known or otherwise ceases to be secret or confidential, except as a result of a breach of the Agreement or any obligation of confidentiality by the Receiving Party. Nothing in the Agreement shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party shall (x) assert the confidential nature of the Confidential Information to the agency; (y) immediately notify the Disclosing Party in writing of the agency’s order or request to disclose; and (z) cooperate fully with the Disclosing Party in protecting against any such disclosure and in obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.
   4. Injunctive Relief. The Parties agree that any unauthorized disclosure of Confidential Information may cause immediate and irreparable injury to the Disclosing Party and that, in the event of such breach, the Receiving Party will be entitled, in addition to any other available remedies, to seek immediate injunctive and other equitable relief, without bond and without the necessity of showing actual monetary damages.
   5. Protection of Confidential Information. The Receiving Party will not disclose Confidential information, except to affiliates, employees, agents, subcontractors or professional advisors (collectively “Representatives”) who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The Receiving Party will use, and ensure that its Representatives use, the received Confidential Information only to exercise rights and fulfill obligations under the Agreement, while using no less than reasonable care to keep it confidential. 
   6. Publicity. Both Parties may not make any public statement regarding the Agreement without other Party’s written approval, but either Party does not need to seek approval from the other Party if making a public statement that the Customer uses Cloud Office Services. Both Parties may state orally and in writing (including on their websites and online media profiles and accounts) that the Customer is Cloud Office’s client.
   7. Brand Features Licences. Each Party grants to the other Party a non-exclusive, non-royalty bearing and non-sublicensable licence to display other Party’s Brand Features during the Term solely for the purpose of Publicity and Cloud Office’s marketing. A party may revoke the other Party’s right to use its Brand Features with written notice to the other, if the other Party used its Brand Features in violation with the Agreement or these Terms and Conditions.

1. PERSONAL DATA PROTECTION

The provisions of the Privacy Policy apply to the Customer and are incorporated into, and considered a part of, the Agreement and these Terms.

1. LIMITATION OF LIABILITY
   1. The Customer shall be fully liable for any damages, penalties, compensations, costs and/or expenses, due by Cloud Office to Google, JumpCloud or third parties, as a result of Customer’s or End User’s violation of the Agreement or the applicable law. 
   2. Nothing in the Agreement excludes or limits either party’s liability for payment of the applicable fees.
   3. Nothing in the Agreement creates any liability or obligation for payment of compensations or provision of other remedies by Cloud Office to the Customer in connection with Products and Services, as well as any other actions or obligations, which the Cloud Office has not explicitly undertaken as Cloud Office obligations. Cloud Office shall not be liable for any failure to fulfil its obligations and shall have the right to refuse Services, including Support under the Agreement or require additional payment under the conditions of the Agreement, when: 
      1. the information on an existing problem has not been received in compliance with the Agreement or the Customer provided the Cloud Office with partial, incorrect or inaccurate data or materials;
      2. The Customer is in violation of the Agreement or the applicable legislation;
      3. Damages or lost profits of the Customer are for reasons beyond the control of Cloud Office;
      4. Any inability of the Customer to use a Product or Service for reasons beyond the control of Cloud Office;
      5. Claims made by third parties against the Customer in regard to the use and activities performed by the Customer through a Product or Service.
          
   4. Cloud Office shall not be liable for failure or delay in the performance of its obligations under the Agreement and shall not owe any penalties or indemnities to the Customer when the Customer has failed to fulfill its obligations under the Agreement, including the obligations of the Customer to pay the Cloud Office the amounts due in time.
   5. When Cloud Office has performed the assigned work in compliance with all the requirements of the applicable legislation, has acted professionally and with the due diligence, Cloud Office shall not owe the Customer any penalties and indemnities for non-performance or delay.
   6. Cloud Office is not responsible for the activity, which shall be performed by the Customer through the Product, as well as the content or correspondence, that is published or performed through the Product. The Customer shall be fully responsible for the information, images, videos, logos, slogans, trademarks (TMs), materials and other content, which the Customer has provided to Cloud Office within the course of work, if any.
   7. Cloud Office makes NO WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, TO THE CUSTOMER, INCLUDING BUT NOT LIMITED TO ANY KIND OF IMPLIED WARRANTIES, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE AND NON-INFRINGEMENT. TO THE FULLEST EXTENT ALLOWED BY LAW, NEITHER CLOUD OFFICE NOR ITS SUPPLIERS SHALL BE LIABLE FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. TO THE FULLEST EXTENT ALLOWED BY LAW, CLOUD OFFICE’S ENTIRE LIABILITY UNDER THE AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY THE CUSTOMER TO CLOUD OFFICE IN RESPECT OF THE AGREEMENT AND THESE TERMS AND CONDITIONS.

1. TERM/TERMINATION
   The Agreement shall commence on the Effective Date specified in the Agreement and will be valid for the Term set forth in the Agreement (Term) unless terminated sooner pursuant to this Section. The Agreement will automatically renew at the end of the current Term unless Customer provides written notice of intent to terminate the Agreement pursuant to Clause 15 or Clause 16 of these Terms before the renewal date.
    
2. Termination for Convenience. 
   The Agreement may be terminated for convenience using one of the following options, explicitly specified in the Agreement:
   
   1. When the Term of the Agreement is one month (non-commitment plan), either Party may terminate the Agreement before expiry of Term, on 30 days’ prior written notice to the other party; or 
   2. When the Term of the Agreement is one year or more (commitment plan), either Party may terminate the Agreement before expiry of Term, on 30 days’ prior written notice to the other party. When the Customer terminates the Agreement before expiry of Term, the Customer owes to Cloud Office the full value of the commitment and shall pay the Cloud Office an amount equal to the remaining balance of the commitment within 10 days of termination date. 
3. Termination for Cause. In addition to any specific termination or suspension rights applicable in the event of non-payment, either party may suspend performance or terminate the Agreement immediately upon written notice if: (i) the other party is in material breach of the Agreement and, where that breach is capable of cure, fails to cure the breach within thirty days after receipt of written notice of the breach; (ii) the other party is in material breach of the Agreement and that breach is incapable of cure; (iii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days; or (iv) the other party is in material breach of the Agreement more than three times notwithstanding any cure of such breaches. Cloud Office may elect not to provide Services during a cure period unless and until the material breach has been cured.
4. Termination Due to Applicable Law. Cloud Office may terminate the Agreement or any Service immediately upon written notice if: (i) Cloud Office reasonably determines that applicable law(s) make it impracticable or unlawful to continue providing the Product(s) or Services; or (ii) Cloud Office believes, in good faith, that Customer has violated or caused Cloud Office to violate any applicable laws, or that such a violation is reasonably likely to occur.
5. Effect of Termination. Upon any termination of the Agreement and subject to any applicable “wind down” provisions that may apply to a particular Product or a Service: (i) all rights and licenses granted by one party to the other will immediately cease; (ii) each party will promptly return to the other party, or destroy and certify the destruction of, all of the other party’s Confidential Information; (iii) all payments owed by one party to the other party (including all amounts and discounts owed for the full original committed Term even if the termination date is earlier than the committed end date) become immediately due and payable. If explicitly agreed between the Parties, Cloud Office will provide any applicable transition assistance as necessary. Termination of the Agreement, in part or in whole, will not limit either party from pursuing other remedies available to it.

1. MISCELLANEOUS
   1. Notices. All notices under the Agreement will be in writing to the contact information set forth in the Agreement and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
   2. General. If any provision of the Agreement or these Terms and Conditions is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement and these Terms and Conditions will otherwise remain in full force and effect and enforceable. Both Parties agree that the Agreement together with these Terms and Conditions is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of the Agreement, including any prior non-disclosure or evaluation agreement between the Parties, and that all waivers and modifications must be in a writing signed by both Parties, except as otherwise provided herein. Cloud Office shall not be liable for any disruptions to the Services or nonperformance resulting from force majeure, including natural disasters, labor disturbances, nonperformance by subcontractors or suppliers, delays or failures of telecommunications, weather conditions, war, terrorism, epidemics, governmental or court orders, or any other reason beyond the reasonable control of Cloud Office. The failure of Cloud Office to exercise or enforce any right or provision of the Agreement and these Terms and Conditions shall not be a waiver of that right. In any action or proceeding to enforce rights under the Agreement and these Terms and Conditions, the prevailing Party will be entitled to recover costs and attorneys’ fees. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular will have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in the Agreement and these Terms and Conditions will be construed as if followed by the phrase “without limitation.”
   3. Electronic signature. All documents may be also signed electronically with electronic signature. Parties agree that signatures executed electronically will have the legal force of handwritten signature pursuant to Art. 13, para. 4 of the Electronic Document and Electronic Trust Services Act of the Republic of Bulgaria.
   4. Governing Law and Jurisdiction. The Agreement and these Terms and Conditions shall be governed by the laws of the Republic of Bulgaria without regard to the principles of conflicts of law. Any disputes relating to this Agreement shall be subject to the exclusive jurisdiction of the Courts of Bulgaria