PORTAL.CHAT SOFTWARE MAINTENANCE SERVICES TERMS AND CONDITIONS

Support & Software Maintenance Services

These following Software Maintenance Services Terms and Conditions (these “Terms & Conditions”) are an integral part of the Software Maintenance Services Agreement (this “Services Agreement”) between portal.chat and Customer. portal.chat shall provide maintenance services as more fully described herein to Customer for the portal.chat Software.

In consideration of the foregoing, the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, portal.chat and Customer agree as follows:

DEFINITIONS

Customer means the end-user entity whose authorized agent has ordered Maintenance Services from portal.chat. Alternatively, Customer means the end-user entity whose authorized agent has registered this Services Agreement at the portal.chat Software Support Website with the Software Maintenance Services Identification Number provided by portal.chat.

Enhancement means any modification or addition that, when made or added to the Software, materially changes its utility, efficiency, functional capability, or application, but that does not constitute solely an Error Correction. Enhancements may be designated by portal.chat as minor or major, depending on portal.chat’s assessment of their value and of the function added to the preexisting portal.chat Software.

Error Correction means either a modification or an addition that, when made or added to the portal.chat Software, establishes material conformity of the Software to the functional specifications, or a procedure or routine that, when observed in the regular operation of the Software, eliminates the practical adverse effect on Customer of such nonconformity.

Error means any failure of the Software to conform in all material respects to its functional specifications as published from time to time by portal.chat. However, any nonconformity resulting from Customer’s misuse, improper use, alteration, or damage of the Software, or Customer’s combining or merging the Software with any hardware or software not supplied or identified as compatible by portal.chat, shall not be considered an Error.portal.chat Software Support Website means the website designated either within these Terms & Conditions or elsewhere by portal.chat at which Customer may, among other activities, register a Services Agreement, obtain manuals and other technical information, and reviewed Customers software licenses and services portfolio.

Releases mean new versions of the Software, which may include both Error Corrections and Enhancements. Such Releases may be either provided either as patches to or complete replacement of the Software. A “generally available” release is a release which is available to the public at large. Releases do not include new products, optional enhancements or new or add-on products that are priced and sold separately by portal.chat. portal.chat is the sole determiner of the availability and designation of a Release.

Software Maintenance Services Identification Number is the identification and tracking number generated by portal.chat and provided to Customer to allow registration of the Software Maintenance Services Agreement.

Software means the portal.chat software product designated by the Customer’s order. Alternatively, Software means the portal.chat software product designated for support under the Software Maintenance Services Identification Number.

SCOPE OF MAINTENANCE SERVICES

During the maintenance term, portal.chat shall provide maintenance services in support of the Software. Maintenance Services shall include both technical support services and software releases.

Support. Subject to the terms and conditions of this Agreement, portal.chat shall provide Customer with support services as described in this section.

Support Hours. portal.chat shall maintain standard service hours between 09:00 – 18:00 Monday to Friday, GMT excluding all public holidays.

Telephone and Skype Support. portal.chat shall provide a support telephone line to respond to support requests. The support telephone line shall be staffed during the hours of 09:00-18:00 GMT Monday to Friday, excluding all public holidays. The support line is (339) 309 2199 and Skype account is: kornel_kathi.

E-mail Support. portal.chat shall provide e-mail support between 09:00-18:00 Monday to Friday, GMT, excluding all public holidays.

Support requests outside standard service hours. All voicemails and emails will receive a response during the next normal business day. Urgent voicemail requests receive a live response within one hour of the start of the next normal business day.

Remote Support. Initial support will be provided in part by directing Customer to use certain diagnostic tools available on the Software. If this proves insufficient to resolve the support request, if Customer grants explicit permission, and if Customer establishes and maintains the appropriate network configuration, portal.chat personnel will access the Software remotely and provide remote systems via an SSH2 connection to the remote server.

Software Releases. As part of its maintenance services, portal.chat may provide periodic Software Releases.

Maintenance Releases. portal.chat may provide periodic Maintenance Releases. Maintenance Releases are generally available release of Software that only provides error corrections. Such a release shall be denoted by a change in the digit to the right of the second decimal point – for example, 3.1.5 to 3.1.11.

Minor Releases. portal.chat may provide periodic Minor Releases. A Minor Release is a generally available release of the Software that provides Enhancements designated minor by portal.chat, as well as bug fixes (error corrections). Such a release shall be denoted by a change in the digit to the right of the first decimal point – for example, 3.2 to 3.3.

Major Releases. portal.chat guarantees annual Major Releases. Major Releases are generally available releases of the Software that provides Enhancements designated major by portal.chat, as well as minor new Enhancements and Error Corrections. Such a release is denoted by a change in the digit to the left of the first decimal point – for example, 3.2 to 4.0.

Limitations on Scope of Maintenance Services

Fliber OOD. shall have no obligation to provide Releases or Support for the Software except as set forth in this Services Agreement. portal.chat shall not have any responsibility to develop subsequent components for the Software or additional processes for Customer, except as explicitly set forth herein.

portal.chat shall have no obligation to fix errors in the Software within a specific time duration due to the nature of software operating in a multivendor environment.

Customer rights and obligations concerning the use of any Releases (Error Corrections, Enhancements, or any other programming provided by portal.chat relating to the Software) shall be as provided under the End-User License Agreement between Customer and portal.chat. portal.chat shall have sole and exclusive ownership of all right, title, and interest in and to such works (including ownership of all copyrights and other intellectual property rights pertaining thereto), subject only to the license expressly granted to Customer therein.

Maintenance Services do not include: (a) development of custom computer programs, (b) repairs or service relating to any third party software or hardware, or (c) hardware modifications or changes to existing hardware configurations, outside the scope of warranty support.

WARRANTIES AND LIMITATIONS OF LIABILITY

Limited Maintenance Services Warranty. Fliber OOD. warrants, for a period of thirty (30) days following the performance of the applicable Maintenance Service, that such Maintenance Services was performed in a professional manner and in a manner that was at least equal to applicable industry standards prevailing at the time of performance. portal.chat’s entire liability and Customer’s exclusive remedy under this limited warranty is, at portal.chat’s option, either (a) return of the Maintenance Fees paid by Customer with respect to the annual maintenance period during which such Maintenance Services were performed; or (b) re-performance of such Maintenance Services in a manner that conforms with the foregoing limited warranty. Any Maintenance Services that are re-performed will be warranted in accordance with the terms and conditions of this Section for the remainder of the original warranty period or thirty (30) days, whichever is longer.

Warranty Disclaimer and Limitation of Liability. CUSTOMER ACKNOWLEDGES THAT EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS & CONDITIONS, portal.chat HAS NOT MADE ANY REPRESENTATION OR WARRANTY TO CUSTOMER REGARDING THE MAINTENANCE SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, portal.chat DISCLAIMS ANY IMPLIED WARRANTY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY WITH RESPECT TO TITLE, NON-INFRINGEMENT, MERCHANTABILITY, DESIGN, CONDITION, DURABILITY, PERFORMANCE, QUALITY, CAPACITY OR TECHNICAL COMPATIBILITY OF THE MAINTENANCE SERVICES OR FITNESS OF THE MAINTENANCE SERVICES FOR A PARTICULAR PURPOSE. CUSTOMER AGREES THAT portal.chat WILL NOT BE LIABLE FOR EXEMPLARY, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHICH ARISE DIRECTLY OR INDIRECTLY OUT OF THE PURCHASE, SALE, USE OF AND/OR INABILITY TO USE THE MAINTENANCE SERVICES WHETHER SUCH DAMAGES ARE BASED UPON CONTRACT, TORT, INTENTIONAL CONDUCT, EQUITY OR PURSUANT TO SOME OTHER THEORY, INCLUDING, WITHOUT LIMITATION, BREACH OF WARRANTY, NEGLIGENCE OR STRICT LIABILITY, WHETHER THE POSSIBILITY OF SUCH DAMAGES WAS MADE KNOWN TO OR WAS FORESEEABLE BY portal.chat AND WHETHER SUCH DAMAGES ARE ASSERTED BY CUSTOMER OR SOME OTHER PARTY.

CUSTOMER FURTHER ACKNOWLEDGES THAT portal.chat’S MAXIMUM AGGREGATE LIABILITY TO CUSTOMER UNDER ANY LEGAL THEORY (INCLUDING ITS OWN NEGLIGENCE) FOR DAMAGES ARISING DIRECTLY OR INDIRECTLY OUT OF THE PURCHASE, SALE, USE OF AND/OR INABILITY TO USE THE MAINTENANCE SERVICES WILL NOT IN ANY EVENT EXCEED THE LESSER OF (a) THE ACTUAL DAMAGES SUFFERED BY CUSTOMER OR (b) AN AMOUNT EQUAL TO THE MAINTENANCE FEE PAID BY CUSTOMER TO portal.chat WITH RESPECT TO THE ANNUAL PERIOD DURING WHICH THE APPLICABLE CLAIM FOR DAMAGES FIRST ACCRUED.

CUSTOMER ACKNOWLEDGES THAT THE PRICING OF THE MAINTENANCE SERVICES REFLECTS THE INTENT OF THE PARTIES TO LIMIT portal.chat’S LIABILITY AS PROVIDED HEREIN. THE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE INTENDED TO LIMIT portal.chat’S LIABILITY AND WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. ANY ACTION, CLAIM OR PROCEEDING RELATING TO THIS AGREEMENT AND/OR THE MAINTENANCE SERVICES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, MUST BE BROUGHT WITHIN TWELVE (12) MONTHS FOLLOWING THE ACTION OR EVENT GIVING RISE TO SUCH ACTION, CLAIM OR PROCEEDING.

TERM AND TERMINATION

Term. Maintenance Services provided under this Software Agreement shall run from the date of purchase of this Software for the term in years ordered by the Customer.

Notwithstanding the foregoing, this Agreement may be terminated as follows:

at any time upon written notification of the customer;

In addition, if Customer is acquired by, merged into, or consolidated with another corporation or organization or sells, transfers, or leases all or a substantial portion of its assets or stock (including any software) to another corporation or other organization which is a direct competitor of portal.chat, portal.chat reserves the right to consider such event as a material and incurable breach of this Agreement and proceed to termination under this Section 4.2. A direct competitor of portal.chat is any entity that markets, sells or develops a product substantially similar to any software of portal.chat.

Effect of Early Termination. Upon termination or expiration of this Agreement Customer shall pay any and all undisputed sums then owing to portal.chat hereunder within ten (10) business days from the effective date of termination. Upon termination of this Agreement, Customer shall not be entitled to any refund of any payments made by Customer unless explicitly provided for herein.

Entirety of Agreement

This Software Agreement includes these Terms & Conditions, as well the terms in any acknowledging e-mail if used to deliver the Software Maintenance Services Identification Number for this Services Agreement. In case of conflict, the terms of these Terms & Conditions will prevail.

This Software Agreement represents the parties’ entire agreement with respect to the subject matter of this Agreement and supersedes and replaces any prior agreement or understanding with respect to that subject matter. All prior and all oral representations, warranties and covenants with respect to the subject matter of this Agreement will be deemed to have been merged into and superseded by this Agreement. This Agreement may not be amended or supplemented except pursuant to a written instrument signed by the party against whom such amendment or supplement is to be enforced. This Agreement will prevail over any additional, conflicting or inconsistent terms and conditions which may appear on any purchase order, confirmation or other similar document sent or delivered by a party to this Agreement.

Survival. The respective rights and obligations of portal.chat and Customer under the provisions of Sections 3, 4 and 5 shall survive termination of this Agreement.

Governing Law/Arbitration. The laws of the Republic of Bulgaria, excluding its choice of law provisions, will govern the formation, interpretation, and performance of this Agreement.

Notices. All notices, demands, requests or other communications that may be or are required to be given, served or sent by either party to the other party pursuant to this Agreement will be in writing and will be emailed.