TERMS OF USE

Version: 01/08/2025


These Terms of Use apply between “CLOLITIC”, having its registered office and principal place of business in Sofia, Oborishte District, 86 “Exarch Yosif” Str., UIC 206931993, hereinafter referred to as “CLOLITIC”, and any natural or legal person using the Services provided by “CLOLITIC” (hereinafter referred to as the “Client”).


Table of Contents:

Article 1. Definitions

Article 2. Purpose

Article 3. Contractual Documents

Article 4. Terms of Use of the Services

Article 5. Term of the Agreement

Article 6. Fees and Prices

Article 7. Invoicing and Methods of Payment

Article 8. Obligations of the Client

Article 9. Manner of Service Provision

Article 10. Maintenance

Article 11. Suspension of the Service

Article 12. Termination of the Agreement

Article 13. Changes and Developments

Article 14. Liability and Warranty Conditions

Article 15. Intellectual Property

Article 16. Personal Data

Article 17. Confidentiality

Article 18. Force Majeure Event

Article 19. AWS Partner Status

Article 20. Miscellaneous

Article 21. Language, Applicable Law and Dispute Resolution

Appendix: Specific Terms Applicable to BETA Services



ARTICLE 1. DEFINITIONS

In the Agreement, the following words or expressions shall have the meanings assigned to them below:

  • 2FA: Two-factor authentication, allowing the Client to have secure access to the management of their account through the use of two separate authentication factors;
  • Account Control Panel: The online interface provided to the Client after the creation of a Client Account in “CLOLITIC”, enabling the Client to subscribe to Services and carry out operations for the management of said Services autonomously. The Client acknowledges that certain functions specific to certain Services are not directly accessible through the Account Management Console but through other subscription methods specified in Article 4.1.2 of these Terms of Use. Access to account management in the Console first requires the Client to log in using their identification credentials;
  • API: Application Programming Interface;
  • Client Account: An account in “CLOLITIC” enabling the Client to provide and update their personal data and to subscribe to the various Services of “CLOLITIC”;
  • Confidential Information: Any information, regardless of its medium or nature, disclosed by one Party to the other Party within the framework of the Agreement and explicitly designated as “confidential” by the disclosing Party, or where, given the context and/or content, it is implied that such information is confidential and/or its disclosure could cause loss to the disclosing Party, including financial, strategic, or reputational harm;
  • Content: All data, information, images, sounds, videos, objects, files, tools, systems, applications, software, infrastructures, websites, and any other elements that are saved, hosted, stored, managed, used, disclosed, or distributed by the Client through the Services of “CLOLITIC”;
  • Documentation: All information, media, and documents (service descriptions, tutorials, API documentation, changelogs, FAQs, policies, security and data protection documentation, etc.) provided by “CLOLITIC”, in particular through the “CLOLITIC” Website, to document and describe the Services and their characteristics, configurations, service levels, options, ranges, functionalities, use cases, as well as their rules of use, and to define the respective scope of obligations of the Parties in the context of their use;
  • Force Majeure Event: An unforeseeable and irresistible event preventing one of the Parties from fulfilling its contractual obligations. Examples of a Force Majeure Event may include exceptional adverse weather conditions and natural disasters, attacks, epidemics, pandemics, health-related states of emergency, actions or omissions of a public authority (including changes in any provisions applicable to the Services), sanctions, events, failures, or restrictions related to a telecommunications medium operated by an operator to which the network is connected or by a provider, access restrictions imposed by a property owner or manager, unrest, uprisings, riots, wars, whether declared or otherwise, actions of a similar nature, strikes, sabotage, theft, acts of vandalism, computer hacking due to “zero-day” vulnerabilities, explosions, fires, lightning, floods, and other natural disasters, failures of third-party operators, and actions of third parties;
  • Identifiers: The identifiers enabling the Client to access their Client Account and its Account Management Console, consisting of the email address provided by the Client at registration and the password chosen by the Client;
  • Organization: One or more projects created by the Client within their Client Account through the Account Management Console, for which the Client may assign customized access rights to Users;
  • Party(ies): Refers individually to the Client or “CLOLITIC”, as well as collectively;
  • Personal Data: All information relating to the Client (or, where the Client is a legal entity, its representative(s)), directly or indirectly, in particular by reference to an identifier such as a name, identification number, location data, online identifier, or to one or more characteristics specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of a natural person, which may be disclosed or provided in connection with the formation and performance of the Agreement;
  • Sanction Event: The designation of one of the Parties as a Sanctioned Person and/or the adoption of any laws and regulations on sanctions that would make the performance of the Agreement non-compliant with, or expose one Party to the violation of, sanction laws and regulations or material consequences or other restrictions (including secondary sanctions) imposed, administered, or enforced by the Sanctions Authorities, unless compliance with such sanction laws and regulations would conflict with applicable blocking rules;
  • Sanction Laws and Regulations: Any economic, financial, or commercial sanctions, laws, regulations, embargoes, or restrictive measures adopted, administered, or enforced by any Sanctions Authority, in each case to the extent such measures are applicable;
  • “CLOLITIC” Website: The website provided by “CLOLITIC” at https://clolytic.com, https://clolytic.bg and all versions derived therefrom;
  • Service: Means any service provided under the Agreement by “CLOLITIC”;
  • Specific Terms: Means a contractual document issued by “CLOLITIC” that is specific to a Service and defines the terms of provision and use of the particular Service;
  • Technical Support: “CLOLITIC” support teams that assist the Client in the use of the Services, particularly in the event of a Technical Incident affecting said Services. Different levels of Technical Support are offered to the Client depending on the plan chosen by the Client;
  • Technical Incident: Any technical event that results in a malfunction or interruption of the Services. Technical Incidents expressly exclude cases of suspension of Services within the meaning of Article 11 of these Terms of Use, Force Majeure Events, and maintenance periods;
  • Third-Party Solution: Any product, service, or solution (such as software, application, API, firmware, operating system, etc.) developed by a provider and made available to the Client as part of the Services;
  • User: Any person who accesses and/or uses the Services.


ARTICLE 2. PURPOSE

The purpose of these Terms of Use is to define the respective rights and obligations of “CLOLITIC” and the Client in connection with the Client’s use of the Services provided by “CLOLITIC”.


ARTICLE 3. CONTRACTUAL DOCUMENTS

3.1 Scope of the Contractual Documents.

The Services are provided by “CLOLITIC” in accordance with the provisions of the following documents, including their appendices and amendments (the “Contractual Documents”), which are listed in order of priority:

  • Terms of Use
  • Privacy Policy
  • Cookie Policy
  • Acceptable Use Policy
  • Service Level Agreement (SLA) for the support of CLOLITIC Services

3.2 Entire Agreement.

All Contractual Documents constitute an integral part of the Agreement and form its entirety.


3.3 Client’s Acknowledgement.

When subscribing to Service(s), the Client acknowledges having received all necessary information to make an informed decision and that the Service(s) meet(s) their requirements.


3.4 Priority and Replacement.

The Agreement takes precedence over all other Client documents, including general or specific purchase terms, orders, and others. It supersedes and replaces all previous agreements having the same purpose. These Terms of Use apply to all Services provided by “CLOLITIC”, including free services.


3.5 Amendments to the Contractual Documents.

The above-mentioned Contractual Documents may be amended during the performance of the Agreement under the conditions set forth in Article 13 of these Terms of Use, which the Client expressly accepts and acknowledges.


ARTICLE 4. TERMS OF USE OF THE SERVICE

4.1 Creation of a Client Account and Subscription to the Services.

4.1.1 Creation of a Client Account.

To create a Client Account with “CLOLITIC”, the Client registers on the “CLOLITIC” Website.

The Client must:

  • Have a valid email address, which must be confirmed via email;
  • Complete the required information;
  • Provide acceptance of the Terms of Use as well as the Data Processing Agreement.

Once the Client Account is created, the Client may subscribe to the Services. The subscription to such Services will only be finalized after the Client has provided all required information.


4.1.2 Subscription to the Services.

Once the subscription has been confirmed by “CLOLITIC”, the Client or Users may subscribe to and manage the Services through their account by the following possible means:

  • APIs provided by “CLOLITIC”;
  • Command Line Interface (CLI).

Each subscription to the Services and the validation of the applicable Contractual Document by the Client or by the Users, particularly within each Organization, may be accessed using the means described above.

To use the Services, the Client must have an internet connection. “CLOLITIC” cannot be held liable for partial or total unavailability of the Services due to internet connectivity issues.

Unless expressly authorized otherwise by “CLOLITIC”, the Client is only authorized to use the Services within the scope of their own professional activity, as specified in the documents to which the Client has agreed to adhere.


4.2 Selection of Services.

The Client confirms that they have verified that the Services they have subscribed to meet their requirements. The Client receives from “CLOLITIC” all the information necessary to enter into this Agreement in an informed manner. The Client warrants that they have sufficient capacity and the necessary knowledge to enter into Agreements and use the Services.


4.3 Sanction Events.

The Parties and their respective directors, employees, and representatives enter into the Acceptable Use Agreement in accordance with the applicable Sanction Laws and Regulations and refrain from engaging in any activity that would expose the Parties to a Sanction Event.

If either Party becomes aware of a Sanction Event against them, that Party undertakes to notify the other Party in writing within thirty (30) business days of the occurrence of the Event and to provide information regarding its impact on the performance of the Agreement.


ARTICLE 5. TERM OF THE AGREEMENT

These Terms of Use enter into force on the date of signature by the Parties and remain in effect until the termination of the Agreement or until explicitly amended by mutual consent.

Either Party may terminate the Agreement by canceling the Client Account and all associated Services in accordance with the terms set out in Article 12 of this document.


ARTICLE 6. FEES AND PRICES

6.1 Prices.

6.1.1 The prices of the Services, additional and/or optional Services, as well as any related fees, are listed on the “CLOLITIC” Website.


6.1.2 Unless specific pricing applies, the price of the Services includes the costs of acquiring licenses and rights to use the tools, software, and operating systems used by “CLOLITIC” and/or that may be provided to the Client in connection with the Services.


6.1.3 The Client is responsible for acquiring and paying for all licenses, rights, or copyrights necessary for the use of Content that they use in connection with the Services.


6.1.4 Prices applicable to the Client’s subscription-based Services may be changed by “CLOLITIC” at any time, provided that the Client is informed by email one (1) month before the change in price takes effect, in accordance with Article 13 of these Terms of Use. If the Client does not cancel the Services affected by the price change within the specified one (1) month period, it will be deemed that the Client accepts the new prices for the Services.


6.2 Taxation and VAT.

The following principles and rules apply for taxation and VAT under this Agreement:

  • All listed prices include the applicable value-added tax (VAT), unless explicitly stated otherwise;
  • VAT calculation and payment are carried out in accordance with Directive 2006/112/EC on the common system of value-added tax and the applicable national legislation;
  • For Clients registered for VAT in EU member states, VAT is applied in accordance with the rules for cross-border services within the EU, with rates and conditions depending on the Client’s location and status;
  • For Clients outside the European Union, prices are generally VAT-exempt under current Bulgarian legislation and Article 146 of Directive 2006/112/EC, as such services are considered exempt from VAT. However, if applicable national legislation requires VAT to be charged, that regime will apply;
  • The Client is responsible for providing accurate information regarding their tax status and location, necessary for the correct application of tax obligations.


ARTICLE 7. INVOICING AND PAYMENT METHODS

7.1 Invoicing.

Unless otherwise provided in the Specific Terms, amounts payable by the Client under the Agreement shall be invoiced through monthly invoices, for which the Client will be notified by email.

All disputes regarding invoices must be raised by the Client within a maximum period of one (1) month from the invoice issuance date.


7.2 Payment.

7.2.1 Payment Methods and Terms

  • Primary Payment Method Payments are primarily made via debit or credit card through a V-POS system. Accepted cards include Visa, Mastercard, and bCard (debit, credit, and business cards). Transactions are processed using MasterCard Identity Check and VISA Secure. For security reasons, the maximum payment amount per card transaction is 4,000 EUR. Card data is not stored. In case of a refund, the amount paid by card will be reimbursed to the same card.
  • Bank Payment (by Exception) Bank transfers in euros are allowed only by a specially agreed exception with CLOLYTIC. Payment is considered completed on the date the funds are received in the account of CLOLYTIC. All commissions, fees, and other charges of the Client's bank and correspondent banks related to the transfer are the responsibility of the Client.
  • Priority of Multiple Payment Methods If the Client has registered multiple valid payment methods, the Client expressly agrees that CLOLYTIC may debit the due amounts from an alternative payment method if the originally chosen method is not applicable or cannot be used.
  • Invoicing and Discounts Invoices are generated for each order with a specified delivery/performance date and are accessible in the Client's account under the "Invoices" section. Failure to receive an invoice does not relieve the Client from the obligation to pay the amounts on time. No cash discounts are provided for early payment of invoices.
  • Termination of the Agreement Termination of the Agreement, for any reason, will result in the immediate requirement for the Client to settle all amounts due to CLOLYTIC. Means and terms of payment.

7.2.2 Measures for late or partial payment.

In the event of a payment incident, non-payment, delayed payment, or partial payment of an invoice, occurring on the due date and not resolved within ten (10) business days, “CLOLITIC” has the right to suspend all or part of the Services without notice.

Furthermore, any payment incident, non-payment, delayed payment, or partial payment of amounts due under the Agreement, not resolved within twenty (20) business days after the due date of the respective invoice (corresponding to the invoice receipt date), despite notices sent to the Client, may, at “CLOLITIC”’s discretion, result in:

  • The right to a penalty of 0.5% of the amount due for each day of delay until full payment;
  • Termination of all or part of the Services (including those for which payment was made);
  • Deletion of all Content related to the specified Services;
  • Refusal of new subscriptions for Services, without prejudice to any other rights “CLOLITIC” may have, and without the Client being entitled to any compensation. “CLOLITIC” reminds the Client that they bear full responsibility for the protection of Content.


7.3 Refunds and accounts credit

Please note that the platform does not provide cash or card refunds. In cases where a refund is requested, the amount is issued exclusively as account credits in the customer’s profile. These credits can be used for future purchases on the platform.

7.4 Possibility of factoring for delayed payment.

If the Client delays payment by more than thirty (30) days and the amount exceeds BGN 10,000 (ten thousand), “CLOLITIC” reserves the right to use factoring services to collect the amounts due. The Client agrees that the use of factoring does not release them from the obligation to pay and will not grant additional rights to dispute the debt amount against “CLOLITIC.”

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ARTICLE 8. CLIENT OBLIGATIONS

8.1 General Information.

The Client is responsible for properly fulfilling their contractual and legal obligations.

Services must not be used for illegal purposes or in violation of the agreement.

The Client must not create multiple accounts to exploit promotions, discounts, or quotas.

The Client must regularly log into their account to:

  • Update personal information (contact details, identification, banking info, etc.);
  • Review any notices or information provided;
  • Validate new contractual documents (including updates).

If documents are not explicitly validated within 4 months, they are deemed silently accepted.

Compliance with these obligations is essential, and "CLOLYTIC" is not responsible for consequences arising from the Client’s failure to comply.


8.2 Compliance with Applicable Law.

The Client must comply with all applicable laws and regulations related to the Services, without infringing on third-party rights or harming "CLOLYTIC"’s reputation.

The Client must implement procedures to ensure compliance with legal, regulatory, and contractual requirements relevant to their activities.

The Client must ensure that all content they distribute or host via the Services:

  • Does not violate national or international laws;
  • Does not incite crimes, hatred, discrimination, violence, terrorism, or contain child exploitation content;
  • Does not infringe third-party rights, including defamation, privacy violations, or intellectual property.

The Client must not hack, attempt unauthorized access, circumvent restrictions, or misuse the Services in ways that threaten security or service performance.

Harmful practices such as cryptocurrency mining, spam, Black Hat SEO, botnets, DOS/DDOS attacks, or reverse engineering are strictly prohibited unless explicitly authorized by "CLOLYTIC".


8.3 Cooperation.

The Client must cooperate in good faith to ensure proper service execution, including proactively reporting issues.

Accurate contact, identification, and banking information must be maintained.

If false or incomplete information is provided, "CLOLYTIC" may:

  • Refuse activation of selected Services;
  • Suspend or cancel current Services;
  • Block subscription to new Services.

The Client must notify "CLOLYTIC" before operations that could significantly increase resource consumption.


8.4 Security and Updates.

Users authorized by the Client must be adequately trained, and access audits performed regularly.

The Client is responsible for managing their content, environment, and systems within "CLOLYTIC"’s infrastructure.

"CLOLYTIC" does not access client content or perform backups; the Client must ensure content continuity and perform secure backups.

The Client must protect content, data, and software against viruses and other threats, including encrypting data and applying updates promptly.

Backup responsibility lies with the Client unless otherwise agreed; AWS features may be enabled at extra cost.

"CLOLYTIC" is not liable for any internet-related damages to the Client.


8.5 Insurance.

The Client must purchase and maintain insurance (e.g., cybersecurity) to cover financial risks related to the agreement.

The Client and insurer waive claims against "CLOLYTIC" and its insurer.


8.6 Credentials.

Authentication credentials are personal and confidential; the Client is responsible for storage and use.

"CLOLYTIC" is not liable for disclosure, loss, or fraudulent use unless caused by "CLOLYTIC".

The Client must:

  • Not share credentials with third parties;
  • Use strong passwords and change them regularly;
  • Notify "CLOLYTIC" immediately if credentials are lost or stolen, including revoking API tokens and encryption keys.

Two-factor authentication (2FA) is strongly recommended.


ARTICLE 9. METHOD OF SERVICE PROVISION

In the context of providing the Services, "CLOLYTIC" makes all reasonable efforts to:

  • Utilize the technical and organizational resources necessary to ensure continuity of the Services provided by "CLOLYTIC" (it is noted that the Client remains responsible for managing their own information systems and for the continuity of environments deployed through the Services);
  • Maintain the Services in operational condition, in particular by performing maintenance operations and/or replacing defective equipment that constitutes the infrastructure used for the provision of the Services, in accordance with the conditions specified in Article 10 below.

Notwithstanding the above, the Client remains responsible for maintaining all environments (applications, software, operating systems, etc.) and third-party solutions deployed within "CLOLYTIC" Services.


ARTICLE 10. SUPPORT

10.1 Access to Documentation.

"CLOLYTIC" provides free access to documentation related to the Services, available on "CLOLYTIC"’s website. This is intended to help the Client independently resolve issues that may arise during use of the Services.


10.2 Basic Level of Technical Support.

If self-resolution is not possible, the Client may benefit from a basic level of technical support. To do so, the Client must create a support “ticket.” In the event of a technical incident, it is the Client’s responsibility to promptly notify the relevant "CLOLYTIC" team for investigation and resolution. The Client can track the status of their tickets and communicate with technical support.


10.3 Limitations of Technical Support.

Technical support is not responsible for issues arising from third-party solutions or from services and software installed or configured independently by the Client.


10.4 Additional Levels of Technical Support.

"CLOLYTIC" also offers additional levels of technical support with enhanced features, functionalities, and service levels. These terms are described on "CLOLYTIC"’s website and/or in the Specific Terms for the respective services.


10.5 Requirements for Communication with Support.

When communicating with "CLOLYTIC", the Client must identify themselves and specify the service related to the technical incident. For security reasons, incomplete requests will not be processed. The Client is required to maintain appropriate and respectful communication with technical support.


10.6 Responsibility of "CLOLYTIC".

Regarding the provision of technical support, "CLOLYTIC" commits to making its best efforts, without guaranteeing any specific outcome.


ARTICLE 11. SUSPENSION OF THE SERVICE

Without prejudice to other cases of suspension provided for in the Agreement, "CLOLYTIC" reserves the right to suspend all or part of the Services immediately and without prior notice, without affecting the exercise of any other rights that "CLOLYTIC" may have, and without the Client being entitled to claim any form of compensation (including, in particular, for any resulting data loss, operational losses, loss of turnover, and/or service interruptions), in the following cases:

  • Failure by the Client to fulfill all or part of their contractual obligations, in particular: 1. Reporting any illegal Content or behavior distributed or carried out through the Services provided to the Client; and 2. Non-payment of all or part of the obligations related to the Services;
  • Cases of fraud or legitimate suspicion of fraud;
  • The Services have been hacked or are subject to cyberattacks;
  • Services containing software for which the Client has not installed security updates;
  • In the event of an attack or risk of attack on "CLOLYTIC"’s infrastructure or Services and/or those of its other clients;
  • Request from a competent legal, regulatory, judicial, or administrative authority.

"CLOLYTIC" may also need to suspend all or part of the Services for maintenance purposes, without the Client being entitled to any form of compensation. Maintenance dates will be published on "CLOLYTIC"’s website with at least forty-eight (48) hours’ notice for scheduled maintenance, or promptly in the event of emergency maintenance (particularly if there is a risk of compromising the Services and/or Content).

In the event of suspension and/or limitation of the Services, regardless of the cause, the Client remains bound by their obligations, understanding that suspension of the Services will not result in suspension of invoicing.


ARTICLE 12. TERMINATION OF THE AGREEMENT

12.1 Voluntary Termination.

Subject to applicable provisions, Services that can be subscribed to online may be canceled at any time without compensation due from the Client, as well as by "CLOLYTIC" - thirty (30) days after sending a registered letter to the Client and/or to the email addresses provided by the Client. Where applicable, the Client may also deactivate an Organization within their account.

Notwithstanding the above, "CLOLYTIC" may cancel the Services at any time, without the Client being entitled to any compensation and without affecting the exercise of any other rights "CLOLYTIC" may have, in particular its right to indemnity, in the following cases:

  • Compliance with a request from a competent legal, regulatory, judicial, or administrative authority: 1. To respect the rights of third parties and 2. To comply with applicable laws and regulations;
  • End of the lifecycle of a Service;
  • Unpaid or overdue obligations by the Client.

12.2 Termination for Cause.

"CLOLYTIC" reserves the right to cancel the Services at any time, without the Client being entitled to any compensation, in the following cases:

  • Non-payment of all or part of the Services by the Client within the deadlines specified by "CLOLYTIC";
  • Serious and/or repeated breaches by the Client of their legal and/or contractual obligations;
  • Sanction events against the Client;
  • Breach of obligations specified in Article 4.3 of these Terms of Use.

12.3 Consequences of Termination.

The Client shall manage all recovery and/or migration operations for all Content stored in connection with the provided Services. "CLOLYTIC" shall not intervene in any way in the execution and/or planning of such operations. Therefore, it is the Client’s responsibility to ensure that all Content has been recovered and/or migrated by the date the Services end.

Upon termination of the Services, any Content not deleted by the Client will be automatically and permanently deleted within ten (10) days. "CLOLYTIC" undertakes not to retain copies of such Content.


ARTICLE 13. CHANGES AND DEVELOPMENTS

13.1 Changes to Services.

Services, including their features, functionalities, and applicable terms, may be modified during the term of the Agreement. The Client acknowledges and accepts this.


13.2 Notification of Material Changes.

For material changes that could affect or disadvantage the Client, they will be informed at least one (1) month before the change takes effect. The Client may cancel the affected Service without claiming compensation, in accordance with Article 12.1, within one (1) month of receiving the notification.


13.3 Implied Acceptance.

If the Client does not refuse within the specified period, the change shall be deemed accepted.


13.4 Mandatory Changes.

The Client accepts, without any right to compensation or termination, any changes required by legal, regulatory, judicial, or administrative obligations.


ARTICLE 14. WARRANTIES

14.1 Liability.

“CLOLYTIC” undertakes to use all reasonable means to ensure the availability, continuity, and quality of the Services. However, due to the specific nature of networks and the use of third-party hardware and software, the Services may be limited, interrupted, or suspended.

The total liability of “CLOLYTIC” under these General Terms and Conditions is limited to the total amount of fees paid by the Client for the affected Services during the twelve (12) months preceding the occurrence of the event.

The Client is informed of the specific risks and uncertainties inherent to the internet and remote communications, including with regard to continuity, performance, reliability, confidentiality, and security.

If the Services are subject to a Service Level Agreement (“SLA”), “CLOLYTIC” undertakes to meet the set objectives, which constitutes an obligation of result.

“CLOLYTIC” shall not be liable for:

  • Hacking attacks, viruses, and other malicious software targeting the Client’s systems and equipment, as well as actions or omissions by the Client, who is responsible for their own protection;
  • Misuse of identifiers or sensitive information fraudulently used by third parties;
  • Loss, deletion, alteration, or corruption of content (including data), with the Client being responsible for protecting themselves against such risks;
  • Damages resulting from the Client’s failure to fulfill their obligations;
  • Damages caused by acts or omissions of third parties beyond the control of “CLOLYTIC”;
  • Improper use of the Services by the Client;
  • Non-conformity of the Services with the Client’s needs;
  • The Client’s failure to meet the technical requirements for the use of the Services;
  • Suspension of the Services under Article 11, for example, in cases of dissemination of illegal content or conduct.

The Client acknowledges that “CLOLYTIC” is not responsible for damages related to the use of the Services, including in relation to the content and communications stored or transmitted through them.

The Client assumes full responsibility for all actions carried out by them and their users within the scope of the agreed Services, as well as for compliance with applicable legislation and contractual terms.

At the request of “CLOLYTIC”, the Client undertakes to cooperate in the handling of claims, requests, and demands from third parties, including administrative and judicial authorities.


14.2 Warranties.

“CLOLYTIC” disclaims all express or implied warranties, including but not limited to:

  • Quality;
  • Durability;
  • Uninterrupted operation;
  • Fitness for a particular purpose

Exception: only if explicitly provided in the applicable Service Level Agreement (SLA).


ARTICLE 15. INTELLECTUAL PROPERTY

15.1 Ownership Rights.

Each party retains ownership of all elements it possesses, protected by intellectual property rights, along with associated rights.

This Agreement does not transfer ownership or grant a license to intellectual property rights.


15.2 Restrictions on Use.

Parties may not exploit, publicly display, or reproduce the aforementioned elements, in whole or in part, without prior written consent from the respective party.


15.3 Client’s Rights over Content.

The Client retains ownership of all Content they provide in connection with the Services.

The Client is responsible for obtaining all necessary permissions and rights to use any elements, software applications, or content they utilize in connection with the Services.


15.4 Liability for Third-Party Rights Infringement.

The Client undertakes not to involve “CLOLYTIC” in claims or disputes from third parties related to intellectual property violations resulting from the Client’s unauthorized use, distribution, storage, or possession of software, content, or other elements.


15.5 Ownership of Service Elements.

The Agreement does not grant the Client ownership of any part of the Services or IT infrastructure developed in connection with the Agreement.


15.6 Right to Use.

The Client is granted a non-exclusive right to use the elements provided in connection with the Services, in accordance with the Agreement and “CLOLYTIC”’s recommendations.


15.7 Client Restrictions.

The Client must refrain from:

  • Reproducing, distributing, or modifying any aspect of the Services or documentation
  • Reverse engineering or altering the Services in any manner, form, or environment

15.8 Feedback and Suggestions.

If the Client provides feedback or suggestions for improvements or changes to the Services (“Suggestions”), “CLOLYTIC” may use them freely without granting the Client any intellectual property rights or other rights.


15.9 Liability for Third-Party Claims.

“CLOLYTIC” will protect the Client from third-party claims related to IP infringement only if such claims arise from the direct use of Services provided by “CLOLYTIC” and if the Client uses the Services according to the Agreement and applicable law.

“CLOLYTIC” is not liable for claims arising from software, solutions, or services installed, configured, or used independently by the Client.

For claims under “CLOLYTIC”’s responsibility:

  • The Client must inform “CLOLYTIC” immediately upon becoming aware of the claim;
  • “CLOLYTIC” covers reasonable defense costs and any damages awarded to a third party;
  • “CLOLYTIC” controls the defense, with the Client cooperating;
  • If necessary, “CLOLYTIC” will attempt to replace or modify the service elements causing the claim; if impossible, the affected service may be terminated.

15.10 Third-Party Solutions.

“CLOLYTIC” may provide third-party solutions upon the Client’s request. The Client must comply with the general and/or specific terms of use applicable to those solutions.

Such third-party terms, including financial conditions, may change at any time, which the Client expressly accepts.

The Client is solely responsible for installation, maintenance, and updates of the selected third-party solutions.

Unless otherwise stated on the “CLOLYTIC” website, the Services do not include fees, subscriptions, taxes, or licenses for third-party software or rights; all such costs are borne solely by the Client.


ARTICLE 16. PERSONAL DATA

16.1 Processing of Personal Data.

Under this Agreement, the parties may receive, collect, and/or have access to personal data (“Personal Data”) as defined by the GDPR (General Data Protection Regulation), relating to natural persons, including but not limited to employees, clients, contractors, and/or partners of the other party, as well as employees of its divisions (“Data Subjects”).


16.2 Obligations Regarding Personal Data.

The parties undertake to process and maintain the Personal Data in accordance with the GDPR.

Each party guarantees to the other that it will comply with its legal and regulatory obligations in this regard.

Processing is carried out in the capacity of a data controller under the GDPR, with the sole purpose of forming, managing, and/or executing the Agreement.


16.3 Internal Departments and Third Parties.

Personal Data is intended for the internal departments of the party, which use it to perform the Agreement.

Data may also be transferred or disclosed to subcontractors, partners, and service providers.


16.4 Transfer to Authorities and Outside the EU.

Data may be disclosed to the competent authorities upon their request for judicial proceedings, investigations, or other legal requirements.

When transferring Personal Data outside the European Union, the parties agree to sign the European Commission’s Standard Contractual Clauses.


16.5 Storage and Hosting.

Personal Data will be stored for the duration necessary to fulfill the purposes, or in accordance with applicable legal requirements.

Client data may be hosted in AWS regions, including outside the European Economic Area (EEA), only with the Client’s explicit consent.

Any transfer outside the EEA is carried out in compliance with Article 46 of the GDPR, through appropriate safeguards, including Standard Contractual Clauses.


16.6 Roles under the GDPR.

Depending on the specific services, “CLOLYTIC” may act as either a data controller or a data processor under the GDPR.

When “CLOLYTIC” acts as a processor, the provisions of a separate Data Processing Agreement apply, which forms an integral part of these Terms of Use.


16.7 Rights of Data Subjects.

Data Subjects have the right to access, correct, and delete their Personal Data.

They may request portability, object to processing, or request the restriction of processing.

They may provide instructions regarding the storage, deletion, or disclosure of their Personal Data after death.


16.8 Information and Exercise of Rights.

Each party transferring Personal Data guarantees that Data Subjects were informed of their rights prior to data collection.

Requests can be sent to the contact persons specified in the Agreement.


16.9 Communication and Breach Notifications.

For requests related to Personal Data or notifications of security breaches, the parties may:

  • Contact the "CLOLYTIC" Data Protection team;
  • Refer to the "CLOLYTIC" Privacy Policy.

In the event of a security breach affecting Personal Data, “CLOLYTIC” will notify the Client within 72 hours of becoming aware of the incident, in accordance with Article 33 of the GDPR.


ARTICLE 17. CONFIDENTIALITY

The parties undertake to maintain strict confidentiality of all confidential information disclosed in the course of fulfilling their contractual obligations.

Each party shall maintain and preserve the strictly confidential nature of such information and shall not disclose it to any third parties (other than its advisors, financiers, and/or any persons who require access to such confidential information to fulfill their contractual obligations) without the prior written consent of the other party.

The parties shall use confidential information solely for the purpose of performing their contractual obligations and shall not use it for any other purpose, including but not limited to competitive or commercial purposes, or in any manner detrimental to the other party.

This confidentiality obligation shall not apply if:

  • The confidential information is publicly available at the time of disclosure or enters the public domain through no breach of this obligation;
  • The receiving party can prove that the confidential information was in its possession prior to the effective date of the Agreement;
  • The confidential information results from internal developments carried out independently by one of the parties without using the Confidential Information, which must be demonstrable;
  • The confidential information is provided to one of the parties or its personnel by third parties who are not bound by a confidentiality obligation, or one of the parties is legally or regulatorily obliged, or compelled by a court or administrative authority, to disclose all or part of the confidential information. To the extent legally permitted, the concerned party shall immediately notify the other party of such request prior to disclosing the Confidential Information, so that the other party may take protective or other actions. Furthermore, only the portion of the confidential information legally required shall be disclosed.

All confidential information, as well as any copies or reproductions thereof, must be destroyed by the receiving party within thirty (30) days after the expiration of the Agreement. Upon request, the receiving party shall certify in writing to the disclosing party within the above period that all provisions of this Article have been applied.

Each party shall continue to comply with its confidentiality obligations throughout the term of the Agreement and for a period of five (5) years following its termination or expiration.


ARTICLE 18. FORCE MAJEURE

18.1 Liability in Case of Force Majeure.

The parties shall not be liable for any loss, damage, delay, non-performance, or partial performance resulting directly or indirectly from a force majeure event.


18.2 Notification of Force Majeure.

Each party shall promptly notify the other party in writing of the occurrence of a force majeure event.


18.3 Suspension of Obligations.

The obligations of the party affected by the force majeure event shall be suspended for the duration of the event, without that party being liable for non-performance.

The parties shall make reasonable efforts, to the extent possible, to mitigate the consequences of force majeure events.


18.4 Duration and Consultations.

If a force majeure event prevents the performance of a material obligation under the Agreement for more than thirty (30) consecutive days, the parties shall consult with each other to find a satisfactory solution.


18.5 Termination in Absence of Solution.

If no agreement is reached within thirty (30) days after the above period, or if the force majeure event is related to one party being designated as a sanctioned person, either party may terminate the affected service.


18.6 Termination Procedure.

Termination shall be carried out by sending a registered letter with proof of receipt and shall take effect on the date of receipt. In this case, no compensation shall be due.


ARTICLE 19. STATUS AS AN AWS PARTNER

"CLOLYTIC" is a partner in the Amazon Web Services Partner Network (APN). Some of the provided Services utilize the infrastructure, technologies, and resources of Amazon Web Services, Inc. (“AWS”).

The Client agrees that the use of such Services is subject not only to these Terms and Conditions but also to the applicable AWS terms, including, without limitation:

In the event of any conflict between these Terms and Conditions and the AWS terms, the AWS terms shall prevail to the extent they relate to infrastructure and services provided directly by AWS. "CLOLYTIC" shall not be liable for any actions or omissions of AWS, including service interruptions, modifications, or terminations by AWS.


ARTICLE 20. MISCELLANEOUS

20.1 Assignment, Transfer, and Subcontracting.

The Agreement is concluded for the account of the Client. The Client may not assign or transfer the Agreement or Services without the prior express written consent of "CLOLYTIC".

"CLOLYTIC" may, without limitation, assign, transfer, or delegate all or part of its obligations, rights, or interests under the Agreement to third parties.


20.2 Subcontractors.

"CLOLYTIC" may, without limitation, use service providers and/or subcontractors for all or part of the services it provides, including for the collection of amounts due from the Client.


20.3 Relationship Between the Parties.

The parties act at all times in complete independence from each other, in their own right and at their own responsibility. Nothing in the Agreement creates any relationship of subordination, representation, association, or partnership between them.

Neither party shall be considered a representative of the other and shall not make any commitments on behalf of the other party.


20.4 Scope.

If one or more provisions of the Agreement are found to be invalid or declared as such under law, regulation, or final court decision, the remaining provisions shall remain in full force and effect.


20.5 No Waiver of Rights.

The fact that a party does not exercise a right or take action in relation to a breach by the other party, or does not enforce any provision of the Agreement, shall not be construed as a waiver of that right or provision.


20.6 Use of the Client’s Name and Trademarks.

Unless explicitly objected to by the Client regarding technical support, "CLOLYTIC" has the right to use the Client’s names, trademarks, logos, and other distinctive signs in any promotional campaigns, events, or publications—regardless of format or medium.

This includes the possibility of citing the Client as a business reference and displaying its distinctive signs on "CLOLYTIC"’s Website for the duration of the commercial relationship.


20.7 Choice of Address for Service of Documents.

Each party to the Agreement chooses its registered office as the address for serving documents related to communications between the parties.

An electronic address (email) shall also be considered a valid address for serving documents.


20.8 Agreement on Evidentiary Value.

With express consent, the parties acknowledge that the following have evidentiary value in addition to the elements specified in Article 4.1 of these Terms and Conditions, which are considered written documents between the parties:

  • Telephone call records with the Client made by "CLOLYTIC" in connection with the ordering and provision of Services;
  • “Tickets” exchanged with technical support;
  • Notices from "CLOLYTIC" communicated to the Client;
  • Data recorded and printed over time in "CLOLYTIC"’s systems;
  • Digital commands and operational logs.

20.9 Communication Between the Parties.

All communication related to these Terms and Conditions shall be in writing, unless otherwise provided in the Agreement or applicable law.

The correspondence addresses are those specified in the Agreement between the parties, unless duly notified otherwise.


20.10 Governing Law.

Any matters not regulated in these Terms and Conditions shall be governed by the applicable Bulgarian law.


ARTICLE 21. LANGUAGE, APPLICABLE LAW, AND DISPUTE RESOLUTION

21.1 Language of the Agreement.

The parties agree that the language of this Agreement is Bulgarian.

For the Client’s better understanding, an English translation is available on "CLOLYTIC"’s website.

In all cases, only the Bulgarian version of the Agreement is authentic and has legal force between the parties.


21.2 Applicable Law.

The Agreement is governed by and interpreted in accordance with Bulgarian law.

This law applies to both the substantive and formal aspects of the Agreement.


21.3 Dispute Resolution.

In the event of a dispute arising during or in connection with this Agreement, including disputes arising after its expiration, the parties shall seek to resolve the dispute in good faith through negotiations.


21.4 Jurisdiction.

If disagreements are not resolved by mutual agreement within thirty (30) days from the date of notification, they shall be submitted to the exclusive jurisdiction of the Commercial Court.


SUPPLEMENT: SPECIFIC TERMS APPLICABLE TO BETA SERVICES

ARTICLE 1. PURPOSE

The purpose of these Specific Terms, which supplement the General Terms of Use of "CLOLYTIC" Services, is to define the technical and financial conditions applicable to services provided by "CLOLYTIC" to the Client on an early access basis, referred to as “BETA Services.”


ARTICLE 2. CONDITIONS FOR USE OF BETA SERVICES

2.1 BETA Services are provided to the Client for testing, giving feedback, reporting bugs, and suggesting improvements before official approval by "CLOLYTIC".

2.2 "CLOLYTIC" may modify, suspend, or discontinue BETA Services without notice and without compensation to the Client. The Client is responsible for backing up their own Content.

2.3 "CLOLYTIC" does not guarantee that BETA Services will be released in a final version, and the Client uses them at their own risk.

2.4 The Client acknowledges that:

"CLOLYTIC" does not guarantee the reliability, completeness, continuity, or availability of BETA Services;

"CLOLYTIC" does not guarantee storage or backup of Content;

All commercial warranties, including implied warranties of merchantability and fitness for a particular purpose, are disclaimed;

"CLOLYTIC" is not liable for any losses suffered by the Client;

The services are not intended for production environments; their use is prohibited for controlling industrial equipment that may endanger human safety.

2.5 The Client confirms that they have been informed of the risks associated with using BETA Services, which is a prerequisite for their use.


ARTICLE 3. TECHNICAL AND COMMERCIAL SUPPORT

3.1 "CLOLYTIC" does not provide technical or commercial support for BETA Services.

3.2 The Client must have the necessary competencies to use and manage BETA Services.

3.3 When documentation is provided by "CLOLYTIC", the Client is obliged to review and use it as necessary.


ARTICLE 4. TERMINATION OF BETA SERVICE

4.1 BETA Services are activated immediately upon selection by the Client on the "CLOLYTIC" website.

4.2 They are provided for an indefinite period and may be terminated by either party immediately and without formalities.

4.3 Services are provided “AS IS” and may be modified or discontinued at any time in accordance with AWS policies.


ARTICLE 5. FINANCIAL TERMS

5.1 "CLOLYTIC" reserves the right to charge for or provide BETA Services free of charge.

5.2 If charged, the financial conditions from the General Terms of Use shall apply.


ARTICLE 6. FEEDBACK AND SUGGESTIONS

6.1 The Client may be required to provide feedback and suggestions for improvement of BETA Services.

6.2 "CLOLYTIC" reserves the right to use the feedback and suggestions provided without limitation and without owing any rights to the Client.

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