OFFER TO ENTER INTO A LICENSE AGREEMENT
Revision dated 01 November 2022
This document (Offer) is an offer of Data & Mobile Solutions d.o.o. hereinafter referred to as the Licensor, to enter into an agreement on the following terms and conditions:

1. TERMS AND DEFINITIONS

1.1 Offer shall mean the Licensor’s offer to enter into an agreement for the use of the Licensor’s Software and Additional Services (hereinafter referred to as the License Agreement) on the terms and conditions set forth in the Offer. This Offer is not a public offer.
As related to the Additional Services, the License Agreement is a framework agreement. Its terms and conditions shall be specified by the Parties on the basis of the data and information and/or the applicable Price List provided by the Licensor via the Licensee’s Account, by entering into separate agreements (transactions) on the terms and conditions set forth in the License Agreement.
1.2 Acceptance shall mean full and unconditional acceptance of the Offer by the Licensee in the manner specified in Section 2 hereof, constituting the License Agreement between the Licensor and the Licensee and/or the Licensor and the Client.
1.3 Licensor shall mean Data & Mobile Solutions d.o.o. entering into the License Agreement with the Licensee on the terms and conditions set forth in the Offer. A party to the License Agreement.
1.4 Licensee (User) shall mean a legal entity, individual entrepreneur or an individual entitled to carry out entrepreneurial activities without state registration as an individual entrepreneur, accepting the Offer and entering into the License Agreement with the Licensor on the terms and conditions set forth in the Offer. A potential party to the License Agreement.
1.5 Client (End User) shall mean an individual installing a mobile application on his/her mobile device and using the Mobile Software Version and/or functionality of the Online Service under the License Agreement by accepting the Offer. A potential party to the License Agreement.
The Client will use the Software and/or Online Services free of charge but obtain access to the relevant functionality under the applicable License Agreement between the Licensor and the Licensee only.
The Clients are subject to all restrictions to using the Software provided by the License Agreement, including the Rules for Software Use, other requirements and rules of the Licensor published on the Licensor’s website.
1.6 ClassBoss Software (Software) shall mean the Licensor’s software package comprised by any and all its components, databases, and each included or shared computer software or individual database, as well as all subsequent updates and modifications intended for use with any user devices (PC, laptop, mobile phone, tablet, etc.), including the Online Service and all Software versions for mobile devices. Software package includes a set of Software functional tools described on the Licensor's Websites.
1.7 Online Service shall mean the online Software version, a combination of the Licensor’s software products and hardware, which may be accessed by the Licensees and the Clients via the Licensor's Websites, including through integration with the Licensee’s and third-party software products (online schedule, etc.).
1.8 Mobile Software Version shall mean a software version to be installed on mobile devices of the Licensee's Clients.
1.9 Additional Services shall mean fee-based work and/or services performed / provided by the Licensor in addition to those provided by the Licensor in respect of the use of the Software, information services aimed at granting access to additional functionality of the Online Service, or other services.
Essential terms and conditions of transactions for the Additional Services under the License Agreement, including the content, scope and timing of services, shall be determined for the Licensee and specified on the basis of the data and information provided by the Licensor via the Licensee's Account and/or the Price List in accordance with the Offer.
1.10 Billing Period shall mean a period paid for the use of the Software. The minimum paid period is one (3) months.
1.11 System/System Components shall mean any software or service other than the Licensor's Software (or any of its components).
1.12 Licensor’s Website, depending on the context, shall mean any and all Internet websites located in classboss.com and help.classboss.com domains, or other domains included in classboss.com and help.classboss.com domains.
1.13 Sender shall mean a contact person of the Licensee making a request for technical support to the Licensor.
1.14 Licensee’s Account shall mean a virtual tool for the Licensee’s personal self-service located on the website https://classboss.com and received by the Licensee after registration in accordance with clause 4.1 of the License Agreement.
1.15 Ticket shall mean an electronic request with a description of problems and malfunctions of the Software to be sent to the e-mail address of the Licensor’s manager provided to the Licensee during the registration of the Licensee’s Account, or to the corporate support e-mail address (support@classboss.com). The ticket shall be accepted when sent from the Licensee’s e-mail address indicated during the Account registration, or when sent by the Licensee through the Software using the credentials for the Software provided by the Licensor during the Account registration (link, login, password, etc.).

2. SUBJECT MATTER OF THE AGREEMENT

2.1 Under the License Agreement, the Licensee and/or the Client are entitled to use the Software under the name assigned by the Licensor, without the right to process (modify) and distribute the Software, within the limits provided by the License Agreement, i.e., under a non-exclusive license:
for the use of Online Service (including access) on websites https://classboss.com/, https://help.classboss.com, including via the Licensee's Account;
for the use of the Mobile Software Version.
Any rights not expressly granted under the License Agreement are reserved by the Licensor.
The subject matter of the License Agreement as related to the Additional Services shall be fee-based performance / provision of additional work / services by the Licensor to the Licensee.
2.2 The Licensee and/or the Client are entitled to use the Software and shall observe the rules for such use, including the Rules for Software Use
2.3 The Parties acknowledge that the Offer is accepted by the Licensee when the Licensee pays for the right to use the Software or for the Additional Service (by concluding separate agreements, as the case may be) at the selected price (Price List item) on the terms and conditions offered by the Licensor under the License Agreement (hereinafter referred to as the License Fee).
As related to the Software testing period (clauses 4.1 and 4.2 of the License Agreement), the Parties acknowledge that the Offer is accepted by the Licensee when the Licensee completes the registration and creation of the Licensee’s Account on the website https://classboss.com after receiving an e-mail from the Licensor according to clause 4.1 of the License Agreement.
The Parties acknowledge that the Offer is accepted by the Client when the Client downloads and installs the Mobile Software Version to the Client's mobile device subject to the terms and conditions of the installation, and/or when the Client uses the Online Service for the first time (including a widget on the Licensee’s website) after authorisation by the Client.
2.4 The License Agreement is made in English. All legal relations arising out of the License Agreement shall be governed in accordance with the laws of the Slovenia.
2.5. The Software in general, and all incorporated or shared computer software, databases, information and other text content, images and other items protected by copyright and/or related rights, as well as items protected by patents, trademarks, commercial and trade names, and other Software components (whether they are incorporated or are additional components, and whether they can be extracted and used independently) individually are protected.
The Notice of Rights shall be published on the relevant Software component or given to the Licensee and/or the Client of Software together with the Software component. Absence of the Notice of Rights shall not be construed as absence of legal protection or permission to freely use the Software component.
2.6. The Licensor reserves exclusive rights for any results of processing (modification) of the items listed in clause 2.5 of the License Agreement authorised under the License Agreement, and is entitled to revoke its authorisation for use at any time and at its own discretion, without reimbursement of any expenses incurred by the Licensee and/or the Client to develop and apply the said results.

3. RIGHTS AND OBLIGATIONS OF THE PARTIES

3.1 The Licensee and/or the Client are entitled to:
3.1.1 perform any actions associated with the Software operation in accordance with its intended use and functionality ensured by the Licensor, namely:
— Use or promote the use of the Software (or any of its components) incorporated into commercial products, or for offering commercial products or services of the Licensee to third parties. None of the said rights shall be granted to the Client.
— Integrate the Software for shared use with its websites and other products for commercial purposes, use third-party services and programming tools with the Software and integration into the Software in the cases, in the manner and by the means provided/authorised by the Licensor, provided that the Licensee respects third-party rights when using services and programming tools of third parties.
Among other things, the Licensee is entitled to grant access to the Online Service for commercial purposes, including translation of data from it using programming methods and tools that ensure acquisition of data from the Online Service and publishing it on the Licensee's website and/or third-party websites, in the manner and by the means specified in the Rules for Software Use, other requirements and rules of the Licensor published on the Licensor's Website.
None of the said rights shall be granted to the Client.
— Use the Software in its business activities, excluding transfer of rights to use the Software to the third parties, unless otherwise specified in the License Agreement. The said right shall not be granted to the Client.
— Grant access to use the Software to the Licensee’s employees and/or the third parties engaged by the Licensee under other contracts, to the unlimited number of such persons, provided that the scope of their rights in respect of the Software is determined. None of the said rights shall be granted to the Client.
— Make a request to the Licensor for customisation of the Software for commercial use and other purposes.
3.1.2 During the implementation of the Licensor's partnership programme in relations between the Licensee (in the context of the License Agreement (clauses 10.3, 10.15 and others) referred to as the Franchisor) and its counterparts acting as Licensees at the time of conclusion of relevant agreements or becoming Licensees (hereinafter referred to as Franchisees) after the conclusion of relevant agreements between each other (hereinafter referred to as the Franchise):
— When a request (notice) is submitted to the Licensor, the Licensor shall grant the Licensee-Franchisor with access to Accounts of Licensees (its Franchisees) in the manner and on the terms and conditions provided by the functionality of the Software and the Rules for Software Use ; or
— The Licensee-Franchisor initiates the creation of the Licensee-Franchisee’s Account in the manner and on the terms and conditions provided by the functionality of the Software and the Rules for Software Use published on the Licensor's website https://help.classboss.com/ (indicating, among others, e-mail address of a potential Licensee-Franchisee), and the Licensee-Franchisee shall complete the registration and confirm the creation of its Account, and accept the Rules for Software Use.
— The Licensees are entitled (and, in the cases provided by the License Agreement, obliged) to contact the Licensor in case of amendment/termination of any agreements concluded between them (Franchise Agreements).

When using the Software, the Parties shall act on the basis of the agreements concluded between them (Franchise Agreements). In this case, the Licensor is not obliged to ensure and monitor the compliance with these terms and conditions by the Parties, and is not obliged to ensure the compliance of the terms, conditions and rules for Software use with the Franchise Agreements concluded between them.
Among other things, the Licensor is not liable to the Licensee-Franchisee if the Licensee-Franchisor uses the Software functionality associated with management of the Licensee-Franchisee’s Account, or blocks the use of the Software by the Licensee-Franchisee. In case of any disputes, the Parties shall rely on the fact that, unless the Licensee-Franchisee proves otherwise, the Licensee-Franchisor acts legitimately under the Franchise Agreements concluded with the Licensee-Franchisee when using the Software functionality in the manner and on the terms and conditions provided by the functionality and the Rules for Software Use
Concerning the Software use under the License Agreement, the Licensor shall consider all actions performed in the Licensee’s Account as those performed by the Licensee, the Account owner, during the use of the Software.

3.2 The Licensee and/or the Clients shall:
3.2.1 Use the Software only to the extent of the rights and by the means specified in the License Agreement, including the Rules for Software Use, other requirements and rules of the Licensor published on the Licensor's website https://help.classboss.com/;
3.2.2 Make payments under the License Agreement subject to its terms and conditions;
3.2.3 Contact the Licensor in the cases provided by clauses 3.1.2 and 10.15 of the License Agreement;
3.2.4 Provide the Licensor with access to information generated during the operation of the Software for the purpose of summary reports;
3.2.5 Ensure the safety and confidentiality of credentials provided by the Licensor during the Account registration to access the Software (link, login, password and other), and shall not transfer such credentials to third parties, including employees and/or third parties engaged by the Licensee under other agreements. The Licensee warrants that actions performed in the Licensee’s Account using the credentials provided by the Licensor during the Account registration, will be performed only by duly authorised representative of the Licensee, and shall be deemed performed by the Licensee.
If the Licensee changes its e-mail address (at the Licensor's request) and/or credentials provided by the Licensor during the registration, the Licensee warrants that any actions performed using the changed credentials are performed by duly authorised representative of the Licensee, and shall be deemed performed by the Licensee.
The Licensor is entitled to request documents confirming the authority of the Licensee’s representatives at any time. If the authority expires, and if the Licensee’s sole executive body is changed, the Licensee shall inform the Licensor thereof within two (2) business days from the date of authority expiration or change in the sole executive body of the Licensee.
Any actions performed using login and password to the Licensee’s Account shall be deemed performed by the Licensee, except for cases when the Licensee has informed the Licensor about unauthorised access of third parties to the Licensee’s login and password, or their loss by the Licensee, in the manner provided by the following clause. The Licensee shall be solely liable for all actions performed using its credentials and their consequences under or in connection with the License Agreement, including transfer of the credentials by the Licensee to third parties on any terms and conditions.
In case of unauthorised access to login and password, their loss or disclosure to the third parties, the Licensee shall immediately inform the Licensor thereof in writing and simultaneously send an e-mail from the address specified in its Account. For security purposes, the Licensee shall independently and safely log out from the Account after each session. The Licensor shall not be liable for any potential data loss or destruction, as well as other consequences of any nature, including expenses and/or lost profit that may be incurred due to violation of this clause of the License Agreement by the Licensee.
The Licensee shall be equally liable for any actions of third parties to whom the Licensee has provided access to the Software via its Account in the manner authorised by the License Agreement. If the Licensee, acting as the Licensee-Franchisor, violates the Licensor’s rules for granting access to the Licensee-Franchisee (such as indicating an e-mail address and other data that do not belong to the Licensee-Franchisee, etc.), the Licensee-Franchisor will become a party to the License Agreement and shall be liable and obliged thereunder as the owner of the Licensee-Franchisee’s Account.
3.2.6 Contact or inform the Licensor in due time in the cases provided by the License Agreement;
3.2.7 Inform the Licensor of any changes in its details and any other data used during the registration in the Software and Account creation.

3.3 The Licensee and/or the Clients are not entitled to:
3.3.1 Reproduce the Software, including recording it to the computer memory;
3.3.2 Process (modify) the Software;
3.3.3 Rent the Software or make it publicly available; These terms do not constitute any restrictions to advertising and distribution of information on the Software by any means authorised by the Licensor, including under the Licensor’s partnership programmes;
3.3.4 Distribute (copy) the Software or any of its components, and/or perform other actions to generate commercial benefits from the Software use;
3.3.5 Grant access or any other rights to use the Software or its components to third parties, unless otherwise provided by the License Agreement. The Licensee is entitled to invite its counterparts and other third parties to work with the Software on the Licensor’s terms and conditions;
3.3.6 Extract any data, information and other materials from databases as the Software components, and subsequently use it in any form and in any manner;
3.3.7 Grant access to the Online Service for commercial purposes, including translation of data from it using programming methods and tools that ensure acquisition of data from the Online Service and publishing it on the Licensee's website and/or third-party websites, by any means not provided by the License Agreement, including the Rules for Software Use
3.3.8 Delete, hide and modify any Notices of Rights incorporated into the Software;
3.3.9 Independently, or with the engagement of third parties, to reverse engineer, emulate, create new versions, similar products, or improve, decompile, disassemble, decrypt and perform other acts with the Software source code intended to destroy the Software security system from unauthorised actions and other use, as well as receipt of information on the algorithms used in the Software, unless otherwise authorised by law.
3.3.10 Perform any other actions in or with the Software, not expressly authorised by the License Agreement.

3.4 The Licensor shall:
3.4.1 Within three (3) business days when the Licensee fulfils its payment obligations, grant the right to use the Software to the Licensee, and ensure that the Clients receive the information on the Licensee during the use of the functionality of the Online Service and/or the Mobile Software Version by the Clients;
3.4.2 Grant the right to use the Software (access) on a 24/7 basis, except for maintenance activities not exceeding 24 hours per month and blocking initiated by the Licensee-Franchisor. This obligation is not applicable to the testing period.
3.4.3 Provide information on Software operation via e-mail. Valid e-mail addresses are published on the website https://classboss.com.
3.4.4 Provide information on Software updates released during the term of the License Agreement;
3.4.5 If technically possible, eliminate any Software failures arisen due to the Licensor's fault, on the basis of the Licensee’s request (Ticket). The Licensor is not obliged to eliminate any software failures on the basis of the Licensee's requests during the testing period.

3.5 The Licensor is entitled to:
3.5.1 Suspend the Licensee's right to use the Software or limit access to it until payment is received in full;
3.5.2 Terminate the Agreement and refuse to grant the right to use the Software to the Licensee, if the Licensee delays payment, violates terms and rules for Software use, or for other reasons provided by the License Agreement;
3.5.3 Issue new releases and versions of the Software, establish terms and conditions terms for providing them to the Licensee, terms and conditions for operation, technical support and assistance;
3.5.4 Amend the Offer unilaterally (including the documents specified in the Offer, such as the rules, etc.) by publishing new revisions, information on its website https://classboss.com, responses to Frequently Asked Questions and recommendations on use of the Software in social media.
The Licensor is not obliged to receive separate consent and/or inform the Licensees and/or Clients of any and all amendments to the Offer (License Agreement), and/or documents specified in the Offer. New revision shall come into force upon its publication on the Licensor’s website, unless otherwise provided by the new revision.
The Licensee and/or the Client undertake to check new revisions of the Offer independently. If the Licensee and/or the Client do not agree with a new revision, the Licensee and/or the Client shall immediately stop using the Software and initiate the termination of the License Agreement.
If the Licensee and/or the Client fail to review the Offer in a timely manner, the Licensee and/or the Client shall bear all risks related thereto. If the Licensee and/or the Client continue using the Software after any amendments and/or additions of the Offer, it shall mean that the Licensee and/or the Client agree and accept such amendments and/or additions in full, unless otherwise specified by the Licensor.
3.5.5 Change and/or modify the Software at the Licensee's request, including suggesting certain financial and other terms for such changes (customisation, etc.), to the Licensee.
3.6 The Licensor is entitled to access and make changes in the Account and the Licensee's data in the Software to ensure the Software operation, fulfil the Licensee’s tickets, generate reports on the Software operation, and ensure the fulfilment of other terms and conditions of the License Agreement.

4. TRANSFER OF RIGHTS FOR THE SOFTWARE

4.1 The Licensee shall register on the website https://classboss.com in the manner provided by the Software functionality. Once the Licensee receives an e-mail from the Licensor with credentials to access the Programme, the Licensee’s Account shall be created on the said website, in particular, if the creation of the Account is initiated by the Licensee-Franchisor (clause 3.1.2 of the License Agreement).
The Parties agree that the date of receipt of the said e-mail shall be the start date of the testing period (test use) of the Software. The testing period shall be granted to the Licensee for no more than ten (10) calendar days. During the testing period, the Licensee may use the Software functionality for the price plan chosen by the Licensor for the testing period and subject to the Licensor’s terms and conditions.
4.2 During the testing period for the Software, but not later than ten (10) calendar days, the Licensee shall submit a request for acquisition of the right to use the Software (license) in the following manner:
— by filling in the form in the Licensee’s Account (My Account section) on the website https://classboss.com; in this case, the system will generate the Invoice; or
— by sending the request to the e-mail address of the Licensee's manager provided to the Licensee during the registration of the Licensee’s Account, or to the corporate technical support e-mail (support@classboss.com); in this case, the Invoice will be provided to the Licensee; or
— by calling the Licensor’s representative (operator) by phone; in this case, the representative (operator) sends the Invoice.
4.3 When filling in the request form, the Licensee shall select a price plan and specify the Software modules to be subscribed to; thereafter, the Licensee may change the selected options or select additional ones in its Account. A request for the Additional Services shall be submitted by the Licensee after the registration of the Licensee’s Account in the manner provided by clause 4.2 of the License Agreement.
4.4 Depending on the data specified according to clause 4.3 of the License Agreement, the Licensor shall issue the Invoice to be paid by the Licensee upon the following terms and conditions.
4.5 The terms and conditions of the License Agreement as related to the use of the Software and/or provision of the Additional Services shall be deemed agreed upon submission of the request and issue of the Invoice (or sending it to the Licensee) in accordance with clause 4.2–4.4 of the License Agreement, and the Licensee can make payment.
4.6 Transfer of rights for the Software:
4.6.1 Before the expiry of the maximum testing period for the Software or the payment due date for the Additional Services, the Licensee shall either acquire the right to use the Software from the Licensor by paying the relevant License Fee (paying the Invoice) or refuse to use the Software or Additional Service. The Licensee refuses to acquire the right to use the Software or Additional Service by not paying the Invoice or failing to pay before or on the due date specified in paragraph 2 of clause 5.2. of the License Agreement.
4.6.2 If the Licensee refuses to acquire the right to use the Software upon expiry of the testing period, the Licensor shall block access of the Licensee to the Software.
4.6.3 If there is a time gap between the expiry of the testing period and payment of the Licensee Fee, the Licensor is entitled (but not obliged) to restore the Licensee’s right to use the Software and preserve the data in the Software entered by the Licensee during the testing period.
4.6.4 If the Licensee makes payment of the Licensee Fee, the Licensor shall grant access to the Software for the Licensee for the paid billing period. The next billing period shall commence on the date when funds are credited to the Licensor’s bank account in accordance with the License Agreement, but not earlier than the expiry date of the previous paid period.
The period of blocking the Software at the initiative of the Licensee-Franchisor shall not extend the paid billing period after resuming the use of the Software by the Licensee-Franchisee after such blocking.
4.7 If the Licensee detects any Software malfunction, the Licensee shall submit a Ticket to the Licensor. The Ticket shall be registered in the Licensor's accounting system, and the Licensor shall confirm the acceptance of the Ticket to the Licensee and initiate corrective actions. The corrective measures shall be taken within the time frame and in the manner specified at the Licensor's discretion depending on technical capability.
4.8 Provisions of clause 4.7 of the License Agreement shall not apply if the Licensee fails to observe the Rules for Software Use, other requirements and rules of the Licensor published on the Licensor's Website https://classboss.com/ or the Licensor’s recommendations.

5. PRICE AND TERMS OF PAYMENT

5.1 The Licensee Fee shall be determined on the basis of the selected price plan and other items of the Licensor's Price List in the Prices section on the official website https://www.classboss.com.
5.2 The payment of the License Fee under the License Agreement shall be made:
— in case of the first acquisition of the right to use the Software or order of the Additional Service: within seven (7) business days after the issue of the Invoice (or sending it by the Licensor) in accordance with clause 4.2–4.4 of the License Agreement;
— in case of extension: within seven (7) business days before the start of the new billing period.
5.3 If the Licensee fails to pay for the received Invoice in due time, and the price specified in the Price List is changed, the Licensee shall pay the new price (pay in excess). Otherwise, the License Agreement shall be deemed terminated as related to the use of the Software, and/or the Additional Service shall not be provided.
If the price did not change during the current month in which the payment is due, the License Agreement shall be deemed concluded on the terms and conditions accepted by the Licensee upon the creation of the Licensee’s Account unless the Licensee is offered the License Agreement on other terms and conditions (by accepting the offer, giving consent, etc.).
The Licensee is entitled to change the price plan for the Software throughout the duration of the previously paid price plan. In this case, the duration of the new subscribed price plan shall be extended for the period not expired at the time of subscription to the new price plan, taking into account the price of the new plan.
5.4 All settlements under the License Agreement shall be made by bank transfer. If there are any legal grounds for making payment by third parties on behalf of the Licensee, the payment may be made through various payment systems. Information on such opportunities is published by the Licensor in the Licensee's Account on the websitehttps://classboss.com or may be provided at the Licensee's request. If the payment is transferred to the Licensor’s bank account by a third party on behalf of the Licensee, the Licensee’s payment obligation shall be deemed fulfilled provided that such payment can be identified. In this case, the Licensee is responsible for verifying legal grounds for such third-party actions taken for its benefit, and shall guarantee the presence of such grounds to the Licensor. The Licensor shall, independently or through third parties, ensure the acceptance of such payment and issue of payment documents to the payer in accordance with the applicable laws.
5.5 The Licensee's payment obligation shall be deemed fulfilled on the date when the funds are credited in full to the Licensor’s bank account.
5.7 The currency of payment is the euro.
5.8 Regardless of the duration of use of the Software in the billing period, and in case of early termination of the License Agreement on any grounds, the Licensee Fee is not subject to refund to the Licensee unless otherwise provided by the terms and conditions of the Price List. The Licensee acknowledges that once the access to the Software is granted, the service related to the use of the Software under the License Agreement shall be deemed provided to the Licensee.
5.9 The Licensor is entitled to unilaterally change the Price List as related to the price plan (Price List item) selected by the Licensee, including changing the billing period (period of use), provided that the Licensor informs the Licensee thereof in advance. If the Licensee does not agree with the said changes and informs thereof in writing, the License Agreement shall be deemed terminated.


6. FORCE MAJEURE

6.1 In case of any force majeure events, including natural disasters, accidents, fires, mass riots, strikes, acts of war, wrongful acts of third parties, entry into force of legislative acts, government decrees and orders of state authorities that, directly or indirectly, prohibit any of the activities specified in the License Agreement, or prevent the Parties from fulfilling their obligations under the License Agreement, and other circumstances beyond control of the Parties, the Parties shall be released from any liability for failure to fulfil their obligations if, within ten (10) days of occurrence of such events, the affected Party informs (if possible) the other Party thereof and takes all reasonable efforts to eliminate the consequences of the said force majeure events as soon as possible.
6.2 The Party that incurred losses due to force majeure events may demand that the Party affected by force majeure events provide documented evidence of the scale and effects of the events.

7. LIABILITY OF THE PARTIES

7.1 The Parties shall be liable for failure to fulfil their obligations, in full or in part, under the License Agreement in accordance with the applicable laws.
7.2 The Licensee and/or the Client shall use the Software at their own risk. The Licensor shall not assume any liability for fitness of the Software to the Licensee’s and/or the Client's purposes.
7.3 The Licensee and/or the Client shall agree that the Software is provided “as is”. Therefore, the Licensor does not provide any warranties to the Licensee and/or the Client that: it will meet the Licensee’s/Client's requirements; will be provided continuously, quickly, reliably and error-free; the results of the Software operation will be accurate and reliable; all errors will be eliminated.
7.4 The Licensor shall not be liable for:
— any actions of the Licensee and/or the Client associated with the granted rights to use the Software, including actions of the Licensee-Franchisor in the Licensee-Franchisee's Account;
— any damage caused to the Licensee and/or the Client due to the loss and/or disclosure of credentials for the Software;
— quality of services (specifically, data transfer services) and software products required for the Software operation if those are arranged by third parties not engaged by the Licensor.
7.5 The Licensee and/or the Client agree that, for the purpose of the Software operation, the Licensee and/or the Client require software (web browsers, operating systems and other) and equipment (personal computers, network equipment and other) manufactured and provided by third parties, and the Licensor shall not be responsible for their quality.
7.6 The Licensor shall ensure the basic information security of the Licensee’s and/or the Client's data.
7.7 If it is technically possible, the Licensor shall ensure backup of data once a day and archiving of the Licensee's data throughout the duration of the License Agreement. This obligation is not applicable to the testing period.
7.8 If data loss occurred due to the Licensor's fault, the Licensor shall take all reasonable efforts to restore the Licensee’s data within three (3) business days, if it is technically possible.
7.9 If data loss occurred due to the Licensee's fault, the data may be restored at the request sent to the Licensor. Data may be restored if it is technically possible only.
7.10 The Licensor shall ensure protection and take relevant measures to protect confidential information provided by the Licensee and/or the Client (if such information is designated by the Licensee as confidential or related to personal data) in accordance with the applicable laws of the Slovenia. The Licensor shall not be liable for disclosure of confidential information of the Licensee and/or the Client, if such disclosure is required by law, court order, decree or decision of any other competent authority.
7.11 The Licensor shall not reimburse the Licensee and/or the Client, other third parties for any losses incurred due to the use of and/or the impossibility to use the Software, disclosure of information to third parties associated with the use of the Software and other losses, directly or indirectly associated with the use of and/or the impossibility to use the Software, including, but not limited to, lost profit.
7.12 The Licensee and/or the Client shall not be liable for compliance of the information transmitted by the Licensee and/or the Client through the Software, with the applicable laws, and for any actions with the said information during the use of the Software. If third parties file any claim against the Licensor associated with the content of the transmitted information, the Licensee and/or the Client shall settle such claims by their own efforts and at their own expense, and reimburse the Licensor for any losses incurred.

8. DURATION AND TERMINATION OF THE LICENSE AGREEMENT

8.1 The License Agreement shall come into force upon full and unconditional acceptance of the Offer by the Licensee — when the Licensee pays the Licensee Fee in accordance with the License Agreement; in case of testing period for the Software — when the Licensee completes the registration after sending the Licensor’s e-mail (clause 4.1 of the License Agreement); for the Client — when the Client begins to use the Online Service functionality and/or downloads and installs the Mobile Software Version to the Client’s mobile device on the Licensor’s terms and condition.
8.2 Once payment of the Licensee Fee is made, the duration of the License Agreement with the Licensee as related to the use of the Software shall be equal to the number of billing periods. In this case, the License Agreement shall be extended in the manner provided by clause 5.2 of the License Agreement.
8.3 All disputes and disagreements shall be resolved through negotiations. Each party shall send a complaint to the other party at least thirty (30) calendar days prior to going to the court. A response to the complaint shall be given within ten (10) calendar days. If the Parties fail to resolve disputes and disagreements through negotiations or out of court, the dispute shall be submitted to the court at the location of the Licensor or, in case of a dispute with the Clients, to court of the relevant category which is competent to resolve such disputes by virtue of law. In any case, the Parties shall follow a pre-trial claim settlement procedure as described above.
8.4 The Licensor and/or the Licensee may unilaterally withdraw from the License Agreement at any time by giving at least ten (10) business days' written notice to the other Party. The notice of withdrawal from the License Agreement shall be given in writing through the Electronic Document Management System or to the location (legal address) of the Party by post (courier) according to clause 9.9 of the License Agreement. In any case, the notice shall be deemed received by the other Party in seven (7) business days after sending it to the location of the other Party by post and/or courier provided that the proof of posting is available.
8.5 The Client is entitled to terminate the License Agreement by stopping the use of the Software Online Service and/or the Mobile Software Version and deleting the Mobile Software Version from its mobile device.
The Licensee’s refusal from using the Software shall be deemed the Licensee's notice of termination of the License Agreement (such notice is not required for the Licensee's refusal provided by clause 4.6.1 of the License Agreement). The Licensee’s refusal from using the Software shall cause the implications provided by clause 5.8 of the License Agreement.
8.6If the License Agreement is terminated by any party for any reason, the License Agreement may be renewed only subject to the Licensor's consent.
8.7 Regardless of the reason for terminating the License Agreement as related to the use of the Software, the License Agreement shall remain in force as related to the cases specified herein (specifically, in clause 10.14 of the License Agreement, etc.).

9. PERSONAL DATA, MISCELLANEOUS

9.1 In accordance with the precautionary principle, the Licensor is entitled to request, and the Licensee shall provide documents to confirm the legitimacy of the Licensee’s activities. Among other things, the Licensor is entitled to request documents confirming the authority of representatives and third parties acting on behalf of the Licensee.
9.2 The Licensor will collect and process personal data of the Licensee (an individual engaged in entrepreneurial activities without state registration as an individual entrepreneur), including first name, patronymic, last name; registered address, number of the main identity document, information on the date of issue of the said document and the issuing authority, postal address (including postal code), e-mail address, contact telephone numbers,
the Client’s personal data, including first name, patronymic, last name, e-mail address, contact telephone numbers, sex, date of birth,
solely for the purpose of the License Agreement and on the basis of the Licensor's Data Processing and Privacy Policy https://classboss.com/privacy.php.
9.3 Before starting to use the Software, the Licensor shall obtain the consent of the Licensee and/or the Client to collecting and processing of personal data for the purpose of the License Agreement and notification on the ongoing promotions and special offers throughout the billing period and/or duration of the License Agreement.
9.4 In their turn, the Licensee and/or the Client give their consent to personal data processing to the Licensor.
9.5 During collection and processing of personal data of the Licensee and/or the Client, the Licensor shall act solely for the purpose of the License Agreement, including clauses 9.1–9.3, 9.8 of the License Agreement.
9.6 Only authorised representatives of the Licensor who directly process the Licensee's and/or the Client's personal data shall have access to their personal data.
9.7 The Licensor shall ensure confidentiality of personal data of the Client and/or the Licensee and data that the Client and/or the Licensee upload to the Software when using it; prevent any attempts of unauthorised access to such personal data by third parties in accordance with the Data Processing and Privacy Policy and other internal documents of the Licensor.
9.8 The Licensee and/or the Client authorise the Licensor to transfer their personal data to the Licensor's partners for the purpose of the License Agreement and improvement of the Software and services of the Licensor.
9.9 Unless otherwise specified in the License Agreement, all notices of the Licensor under the License Agreement shall be deemed properly given:
to the Licensee and received by the Licensee — when sent to the Licensee's e-mail address specified during the registration or, in case of change of the e-mail address in the manner established by the Licensor, to the changed email address specified in Licensee’s Account as a valid address;
to the Client and received by the Client — when the information is specified in the Client’s Personal Account in the Mobile Software Version and/or online schedule. If it is not technically possible to notify the Client in the said manner, information on all changes in the Software shall be communicated to the Client and other persons through notices on the Licensor's websites.
All notices of the Licensee and/or the Client shall be deemed properly given to the Licensor and received by the Licensor when sent to the e-mail address specified in Section 11 of the License Agreement or otherwise as provided by the Software functionality.
In the cases provided by the License Agreement (specifically, clauses 8.4, 10.15, and others), the Licensor or the Licensee (or the Client, clause 8.3) shall send documents in written form — in the Electronic Document Management Systems or by post with acknowledgement of receipt (English Post, DHL, other), or by courier.

10. PERSONAL DATA PROCESSING ON BEHALF OF THE LICENSEE. MISCELLANEOUS

10.1. Taking into account that the Licensee may enter third-party personal data in the Software using the Software functionality, specifically, personal data of its employees, representatives, Clients, counterparts, and other persons (hereinafter referred to as the Personal Data Subjects), in respect of which the Licensor does not act as a personal data operator, and for the purpose of the License Agreement, the Licensee hereby instructs, and the Licensor accepts the instruction to process personal data of such Personal Data Subjects (hereinafter referred to as the Instruction).
10.2. The Parties shall act solely for the purpose of the License Agreement, and the Instruction shall not imply any separate financial obligations for the Parties. The Licensor's remuneration for the Instruction shall be included in the License Fee.
10.3. The Licensee shall enter personal data in the Software (collect and transfer personal data of the Personal Data Subjects to the Licensor and third parties engaged by the Licensor, to be processed under the Instruction) with the consent of the relevant Personal Data Subjects to such transfer and processing.
If the Licensee uses the Software as the Licensee-Franchisee, the Licensee shall receive the relevant consent of the Personal Data Subject to personal data processing and granting access to such data in the Software for the Licensee-Franchisor, including personal data collected by the Licensee-Franchisee acting as a personal data operator in respect of the Personal Data Subject. The consent shall be issued for processing personal data to the extent and by the means required to fulfil the Franchise Agreement concluded between the Licensee-Franchisee and the Licensee-Franchisor, and depending on the Software functionality.
10.4. The Licensee warrants that:
— Personal data has been collected in a legal way, and purposes of personal data processing are in line with the purposes of the License Agreement;
— Personal data is stored in the form that makes it possible to identify the Personal Data Owner no longer than required by purposes of personal data processing, including those under the License Agreement;
— All processed personal data will be destructed or depersonalised as soon as the purposes of personal data processing under the License Agreement are achieved or become irrelevant, unless otherwise provided by the Federal Law;
— The Licensor will be informed in a timely manner, but no later than two (2) business days, if the Personal Data Subject withdraws their consent to personal data processing.
10.6. The Licensor shall fulfil the Instruction in due time and in good faith.
10.7. The Licensor shall process personal data, including collection, recording, systematisation, updating, accumulation, storage, transfer (distribution, provision, granting access), blocking, deletion, and destruction of personal data with or without means of automation, in the scope and for the purposes specified in the Personal Data Processing and Privacy Policy of the Licensor https://classboss.com/privacy.php, and for the purpose of the License Agreement, including the Instruction.
10.9. The Licensor shall ensure compliance of terms, conditions and requirements to personal data processing under the License Agreement by third parties (if engaged). In this case, the Licensor shall be liable to the Licensee for any actions of such third parties as if they were its own actions.
10.10. The Licensee shall be liable to the Personal Data Subjects for the Licensor's actions under the Instruction. In its turn, the Licensor shall be liable to the Licensee for fulfilment of the Instruction.



10.14. If the Licensee stops using the Software, and/or the License Agreement is terminated, the License Agreement shall remain in force as related to the Instruction, and personal data of third parties provided to the Licensor under the License Agreement shall be blocked by the Licensor. Unless otherwise specified in a separate agreement between the Parties and/or unless the Licensor has received any requests from the Personal Data Subjects to withdraw their consent to personal data processing, the personal data provided to the Licensor in the Software shall be destroyed upon expiry of six (6) months, and the obligations of the Parties related to the Instruction shall be deemed terminated. In this case, the Licensee shall, within the said time frame. independently resolve issues with Personal Data Subjects in relation to their consent to processing of their personal data in the Software given to the Licensee.
10.15. The Licensee-Franchisor shall inform the Licensor of conclusion and termination (expiration) of agreements (Franchise Agreements in the context of clause 3.1.2 of the License Agreement) in the cases provided by paragraph 2 of clause 10.3 of the License Agreement.
The Notice of conclusion of the Franchise Agreement by the Licensee-Franchisor and selection of terms and conditions under the Licensor’s partnership programme is required for the Licensor to ensure the fulfilment of the Licensor's partnership programme, ensure the access of the Licensee-Franchisor to the Account and data of the Licensee-Franchisee in the Software. The said notice shall be also given when the Licensee-Franchisor has initiated the creation of the Licensee-Franchisee’s Account (paragraph 3 of clause 3.1.2 of the License Agreement).
In case of termination (expiration) of the Franchise Agreement, both Licensees shall inform the Licensor thereof within three (3) business days from the date of termination (expiration). The notice from the Licensees to the Licensor shall also contain the provisions of the concluded Franchise Agreements that prohibit the Licensor from saving and/or using the data of the Licensee-Franchisee in the Software entered and processed by the Licensee-Franchisee during the term of the Franchise Agreement, after termination (expiration) of the Franchise Agreement. If the relevant information is not contained in the notice, the Licensees agree that the Licensor relies on the fact that such restrictions are not specified in the Franchise Agreements, and the Licensor is entitled to save and/or export the Licensee's data to its current or new Account on the general terms and conditions and in accordance with the Rules for Software Use, if it is technically possible.
The notice of the Licensee-Franchisor shall constitute a legal ground to terminate the access of the Licensee-Franchisor to the Account and data of the Licensee-Franchisee in the Software under the License Agreement(in particular, when the Licensee-Franchisor has already blocked the Licensee-Franchisee's Account in the Software; when the second Licensee has not given a notice in due time, and/or the second Licensee did not respond to the Licensor’s request within two (2) business days from the date of the request), except for the cases listed in the next paragraph of this clause of the License Agreement.
If one of the Licensees has provided a notice of termination (expiration) of the Franchise Agreement, and the second Licensee has not provided the said notice, or both Licensees have provided conflicting information, the Licensees may provide to the Licensor a certified copy of an extract from the Franchise Agreement concluded between the Licensees containing the terms and conditions of granting access and termination of access to data in the Software (Account and data therein). The Licensor shall request the said extract from both Licensees, even if a notice of termination has been provided by one of the Licensees only. In this case, the Licensor shall ensure the fulfilment of the obligations by the Parties according to the provided extract (including unblocking the Licensee-Franchisee’s Account, if the Licensee-Franchisor fails to comply with the terms and conditions of agreements concluded with the Licensee-Franchisee), unless all parties agree otherwise.
If the Licensor requests to provide extract from the Franchise Agreement, the Licensee shall provide the said extract within five (5) business days from the date of sending the Licensor's request to the Licensee’s email address specified during the Account registration.
The Licensor shall inform both Licensees of the final decision by sending a notice to the e-mail addresses specified in their Accounts. Termination of access of the Licensee-Franchisee to its Account in the cases provided by this clause of the License Agreement shall not be construed as unilateral termination of the agreement by any party, and compliance with clauses 8.4–8.5 of the License Agreement is not required. In this case, the License Agreement with the Licensee-Franchisee shall be deemed terminated on the date specified in the Licensor's notice.
Provisions of clause 10.15 shall apply regardless of the Party that has paid for the use of the Software and the applicable terms and conditions of the Licensor's partnership programme (discounts, cashback, etc.).
In any case, the Licensor shall not be liable for consequences of provision or termination of access and/or the Licensor’s refusal to provide/terminate access to the Licensee’s data in the Software in case of conflict between the Parties in connection with the conclusion, performance or termination of the Franchise Agreements.

11. ADDRESSES AND DETAILS OF THE LICENSOR

Data & Mobile Solutions d.o.o.
Taxpayer Identification Number 40184480
support@classboss.com


Invalid revisions:
License Agreement (Offer) as amended on 01 Nov 2022