Terms of Service

Scope:

Effective: Feb 1, 2021



YOUR USE OF THE PROPRIETARY BALKAN App SERVICE OFFERED AT https://orgchart.balkab.app (THE "SERVICE"), IS SUBJECT TO THESE TERMS OF SERVICE. IN ORDER TO USE THE SERVICE, YOU MUST AGREE TO BE BOUND BY THESE TERMS OF SERVICE ("AGREEMENT") WITH BALKAN App. IF YOU DO NOT AGREE TO ALL TERMS OF THIS AGREEMENT, YOU MAY NOT USE THE SERVICE.

By signing up for the Service on behalf of a client of BALKAN App, you confirm that (a) you are duly authorized to represent the legal entity under which the client operates and any affiliates of the client who will be using the Service under the client, (b) you accept the terms of this Agreement on behalf of such legal entity and affiliates, and (c) any references to "you" or "Customer" in this Agreement refer to such legal entity, affiliates and all of the employees, consultants and agents of those respective parties. You are responsible for all activity on the Service that occurs under your account.

Term and Termination

1.1 This Agreement will remain in effect as long as you have an active subscription plan for the Service (the "Term"). If you elect to use the Service with the free plan, and do not purchase a subscription, this Agreement will expire when you have been inactive for 1 (one) year.

1.2 Subscriptions purchased by you commence on the start date specified when you complete the initial payment process and continue for the subscription term selected at the time of payment. If you change the subscriptions plan at a later date, the new service plan will commence on the start date specified at the time you changed the plan and continue for the subscription term selected at that time. Subscriptions automatically renew.

1.3 You are solely responsible for the proper cancellation of your subscription. You may cancel your subscription at any time from your Service account.

1.4 BALKAN App may suspend your access to the Service and terminate this Agreement and your use of the Service at any time in the event you materially breach this Agreement (including failure to pay, which may occur if your credit card cannot be charged) and you do not cure such breach within 30 days.

1.5 Data downloads and deletion. In the event your subscription is terminated, other than in instances where it is terminated by BALKAN App for your nonpayment you will continue to have the ability to download the information provided, inputted or uploaded to your databases in the Service by you or on your behalf ("Data") for 30 days after the effective date of expiration or termination of your subscription. After such 30-day period or if your subscription is terminated due to your nonpayment, BALKAN App shall have no obligation to maintain any Data and shall thereafter, unless legally prohibited to do so, or required pursuant to Additional Terms, delete all of your Data contained in the Service.

Modification of Service or this Agreement

2.1 The Service may be made available in free and paid subscription plans. BALKAN App reserves the right, in its sole discretion, to modify, add, or remove portions and/or functionality of the Service on a temporary or permanent basis, without liability to you or any third party.

2.2 BALKAN App may modify or update this Agreement at any time. In the event BALKAN App determines it is necessary to make a material modification to this Agreement, you will be notified of such change.

2.3 If you are dissatisfied with the terms of this Agreement or any modifications to this Agreement or the Service, you agree that your sole and exclusive remedy is to terminate your subscription and discontinue use of the Service.

Usage Rights; Restrictions; Support

3.1 During the Term, BALKAN App grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive right to access and use the hosted software products and related documentation included in the Service and all modifications and/or enhancements to any of the foregoing (collectively, the "Software") via a web browser or other device owned or controlled by you for your internal business use. Nothing in this Agreement obligates BALKAN App to deliver or make available any copies of computer programs or code from the Software to you, whether in object code or source code form. You agree to use the Service only in compliance with all applicable local, state, national, and international laws, rules and regulations ("Applicable Law"). You shall not, and shall not agree to, and shall not authorize, encourage or permit any third party to:

  • use the Service to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, fraudulent, obscene, threatening, abusive, hateful, contains viruses, or is otherwise objectionable as reasonably determined by BALKAN App;

  • use the Service for any fraudulent or inappropriate purpose, or in a manner for which it is not intended to be used (as determined by BALKAN App in its sole discretion);

  • attempt to decipher, decompile, delete, alter or reverse engineer any of the Software;

  • duplicate, make derivative works of, reproduce or exploit any part of the Service without the express written permission of BALKAN App;

  • use any robot, spider, other automated device, or manual process to monitor or copy any content from the Service other than copying or exporting of the Data as contemplated in the documentation; or

  • rent, lease, distribute, or resell the Software, or access or use the Software or Services for developing a competitive solution (or contract with a third party to do so), or remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the Software or displayed in connection with the Service.

3.2 BALKAN App shall: (i) provide you with basic support in connection with your use of the Service at no additional charge, (ii) use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for: (a) planned downtime (which BALKAN App shall schedule to the extent practicable after business hours), (b) any unavailability caused by circumstances beyond BALKAN App's reasonable control, including, but not limited to, acts of God, acts of government, floods, fires, earthquakes, pandemics, civil unrest, acts of terror, strikes or other labor problems (other than those involving our employees), Internet service provider failures or delays, or denial of service attacks, or (c) as necessary to update the Service to ensure its security and integrity and (iii) provide the Service only in accordance with Applicable Law. BALKAN App's hours for basic support are 6:00 a.m. to 6:00 p.m., EET Time, on weekdays, in the English language via telephone, email and chat.

3.3 BALKAN App shall maintain commercially reasonable administrative, physical, and technical safeguards for protection of the Service, and the security of your Data. BALKAN App shall not (a) disclose your Data except as compelled by Applicable Law or as you expressly authorize in writing, or (b) access your Data except to provide the Service and prevent or address service or technical problems, or at your express request in connection with customer support matters. In the event BALKAN App is compelled by Applicable Law to disclose your Data, we will provide you with notice thereof, (in advance, if possible) if permitted by Applicable Law.

3.4 You are solely responsible for your Data, and all uses of your Data that occur through your Service account.

3.5 If you integrate with BALKAN App using our API, you must use efficient programming, which will not cause an excessive number of requests to be made in too short a period of time, as-determined solely by BALKAN App. If this occurs, BALKAN App reserves the right to throttle your API connections or suspend or terminate your Service account.

Payment Terms; Automatic Renewal

4.1 YOUR SUBSCRIPTION TO THE SERVICE RENEWS AUTOMATICALLY FOR THE SAME TERM SELECTED UPON INITIAL PAYMENT (E.G., MONTH-TO-MONTH, ANNUAL, ETC.). YOU MAY CHANGE YOUR SUBSCRIPTION TERM AT ANY TIME FROM YOUR SERVICE ACCOUNT. IF YOU ARE PAYING BY CREDIT CARD, YOUR CREDIT CARD WILL BE CHARGED ONCE A MONTH FOR MONTHLY SUBSCRIPTIONS AND ONCE A YEAR FOR YEARLY SUBSCRIPTIONS BASED ON YOUR NUMBER OF EMPLOYEES AND SUBSCRIPTION TO THE SERVICE. BALKAN App will email you a receipt when your card has been charged. If your card cannot be charged, BALKAN App will notify you and you will need to update your payment information. In the event you do not update your payment information within 30 days of BALKAN App's notice, your access to the Service may be suspended and you will need to update your card information in order to resume use of the Service. There will be no refunds or credits for partial months of service.

4.2 For customers outside of European Economic Area. You are responsible for any Taxes, and you will pay BALKAN App for the Service without any reduction for Taxes.

4.3 For Customers from European Economic Area. Taxes will be paid on reverse charge basis.

Intellectual Property Rights

5.1 As between the parties, BALKAN App owns and shall retain all right, title and interest in and to (a) the Software and the Service, including all intellectual property rights therein, and (b) all transactional and performance data related to your use of the Service. BALKAN App may collect, use and disclose all such transactional and performance data for its business purposes (including software use optimization and product marketing) provided that such use does not reveal your identity, any of your confidential information or any personally identifiable information that belongs to you or your employees.

5.2 You retain all right, title and ownership interest in and to your Data. BALKAN App has no right, title or interest in any personally identifiable information contained in or related to your Data.

5.3 You have no obligation to give BALKAN App any suggestions, enhancement requests, recommendations, comments or other feedback ("Feedback") relating to the Service. To the extent you provide any Feedback to BALKAN App, BALKAN App may use and include any such Feedback to improve the Service or for any other purpose. Accordingly, if you provide Feedback, you agree that BALKAN App shall own all such Feedback and BALKAN App and its affiliates, licensees, clients, partners, third-party providers and other authorized entities may freely use, reproduce, license, distribute, and otherwise commercialize the Feedback in the Service or other related technologies, and you hereby assign all rights in such Feedback to BALKAN App.

5.4 From time to time during the Term, BALKAN App may develop, author or prepare custom documents, designs, computer programs, computer documentation and other tangible materials ("Deliverables") for you pursuant to agreement between you and BALKAN App. BALKAN App shall own and retain all right, title and interest in and to such Deliverables and hereby grants to you a limited, revocable, non-transferable, non-sublicensable, non-exclusive license for you to use such Deliverables for your internal use only during the Term. BALKAN App may reuse any Deliverables, provided that such use does not reveal your identity, your confidential information or any personally identifiable information that belongs to you or your employees.

Warranties and Limitation of Liability

6.1 BALKAN App represents, warrants, and covenants as follows: (a) the Service will perform substantially in accordance with the specifications generally provided by BALKAN App in connection with the Service ("Documentation"); (b) the provision of the Service will comply with all privacy and data protection laws applicable to its business; (c) it will not sell Data provided by you, and it will retain, disclose, or use Data provided by you only for purposes of providing the Service; and (d) any professional services performed for you by BALKAN App will be performed in a professional and workmanlike manner, with the degree of skill and care that is required by sound professional procedures and practices.

6.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE LIMITED WARRANTIES PROVIDED ABOVE, BALKAN App HEREBY DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE, SOFTWARE, DOCUMENTATION, DELIVERABLES AND OTHER MATERIALS AND/OR SERVICES. BALKAN App DOES NOT WARRANT THAT OPERATION OF THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED.

6.3 EXCEPT FOR (I) A PARTY'S VIOLATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, (II) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS HEREUNDER, OR (III) EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (A) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT, AND (B) THE AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER WITH RESPECT TO THIS AGREEMENT IS LIMITED, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, TO THE FEES COLLECTED BY BALKAN App FROM YOU PURSUANT TO THIS AGREEMENT IN THE SIX MONTHS PRECEDING THE EVENT FROM WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATIONS APPLY EVEN IF SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.

Security Breach

7.1 External Breach: In the event of an accidental, unauthorized or unlawful destruction, loss, alteration, disclosure of, or access to Data (a "Security Breach"), that impacts the Data you maintain through the Service, and which is perpetrated by anyone other than your employees, contractors or agents, upon discovery of such Security Breach, BALKAN App will: (a) initiate remedial actions that are in compliance with Applicable Law and consistent with industry standards; and (b) notify you of the Security Breach, its nature and scope, the remedial actions BALKAN App will undertake, and the timeline within which BALKAN App expects to remedy the Security Breach. You will be responsible for fulfilling your obligations under Applicable Law.

7.2 Internal Breach: In the event of a Security Breach, as defined by Applicable Law, which is perpetrated by your affiliate, employee, contractor or agent, or due to your failure to maintain your systems, network or Data in a secure manner, you shall have sole responsibility for initiating remedial actions and you shall notify BALKAN App immediately of the Security Breach and steps you will take to remedy such breach. In our sole discretion, we may take any action, including suspension of your access to the Service, to prevent harm to you, us, the Service, or other third parties. You waive any right to make a claim against us for losses you incur that may result from our actions.

Indemnification

8.1 You agree to indemnify, defend and hold harmless BALKAN App, and its subsidiaries, affiliates, officers, directors, agents, and employees from and against any costs, damages, expenses (including reasonable attorneys' fees), judgments, losses and other liabilities (including amounts paid in settlement) ("Liabilities") incurred as a result of any third-party action, claim, demand, proceeding or suit ("Claim") to the extent arising from or in connection with (a) your use of the Software and/or Service in violation of this Agreement, (b) any employment decision or action you take due to information available through or your use of the Service.

8.2 BALKAN App agrees to indemnify, defend and hold harmless you, and your affiliates, officers, agents, and employees from and against any Liabilities incurred as a result of any third-party Claim to the extent arising from or in connection with an allegation that your use of the Software and/or Service in accordance with this Agreement infringes the intellectual property rights of a third party. Notwithstanding the foregoing, in no event shall BALKAN App have any obligations or liability arising from: (a) use of the Software and/or Service in a modified form or in combination with materials or software not furnished by BALKAN App, and (b) any User Content, information or Data provided by you, your end users, or other third parties.

8.3 A party seeking indemnification hereunder shall (a) promptly notify the other party in writing of the Claim, (b) give the indemnifying party sole control of the defense of such Claim and all negotiations for the compromise or settlement thereof (provided that if any settlement requires any action or admission by the indemnified party, then the settlement will require the indemnified party's prior consent), and (c) provide the indemnifying party with all reasonable cooperation, information and assistance in connection with such Claim; provided, however, that failure by the indemnified party to provide prompt notice of a Claim, grant such sole control, and/or provide such cooperation, information and assistance, shall not relieve the indemnifying party of its obligations under this Article 11, except to the extent that the indemnifying party is materially prejudiced by such failure. The indemnified party may be represented by its own counsel, at its own expense.

Governing Law

9.1 This Agreement shall be governed by and construed in accordance with the substantive laws of Bulgaria, EU, without reference to conflict of laws principles. Any legal action or proceeding with respect to this Agreement must be brought in the courts of Bulgaria. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

Compliance with Laws; Disclaimers

10.1 Each Party shall comply with all Applicable Laws in connection with its own activities under this Agreement. The Service can be configured and used in ways that do not comply with Applicable Laws and it is your sole responsibility to monitor your employees' use and your use of the Service to ensure that such use complies with and is in accordance with Applicable Law. In no event shall BALKAN App be responsible or liable for your failure to comply with Applicable Law in connection with your use of the Service.

10.2 BALKAN App does not provide its customers with legal advice regarding compliance, data privacy or other relevant Applicable Laws in the jurisdictions in which you use the Service, and any statements made by BALKAN App to you shall not constitute legal advice.

10.3 You acknowledge that BALKAN App exercises no control over your specific human resource practices implemented using the Service or your decisions as to employment, promotion, advancement, termination, notification, or compensation of any employee or authorized user of the Service. You further agree and acknowledge that BALKAN App does not have a direct relationship with your employees and that you are responsible for all contact, questions, Data updates and collection, with and from your employees. In addition, you are responsible for the privacy (including adopting and posting your own privacy policies governing your treatment of your employees' Data), collection, use, retention and processing of your employees' Data, and providing any and all notices and information to your employees regarding the foregoing, in compliance with all Applicable Laws. BALKAN App hereby disclaims all liability arising from your decisions and from harmful data or code uploaded to the Service by you and/or your employees, contractors or agents.

General Provisions

11.1 Entire Agreement. This Agreement encompasses the entire agreement between you and BALKAN App with respect to the subject matter hereof and supersedes all prior representations, agreements and understandings, written or oral. No purchase order or other form submitted by you will modify, supersede, add to or in any way vary the terms of this Agreement.

11.2 No Waiver. The failure of BALKAN App to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

11.3 Severability. If any part of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall be interpreted so as to reasonably effectuate the intention of the parties and shall not affect the validity and enforceability of any remaining provisions.

11.4 Survival. The provisions of this Agreement that should, by their nature survive termination and/or expiration, shall and do survive such termination and/or expiration.

11.5 Assignment. You may not assign or otherwise transfer any of your rights or obligations under this Agreement without BALKAN App's prior written consent, which consent shall not be unreasonably withheld. This Agreement shall be binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns. Any assignment in violation of the foregoing will be null and void.

11.6 No Legal Advice; Reliance. No part of this Agreement is intended or shall be construed as legal advice. BALKAN App shall not be liable for any errors or omissions in the content of this Agreement or for any actions taken in reliance thereon.

11.7 No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the parties hereto, any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement.

For questions related to this Terms of Service, contact BALKAN App legal Officer at:

Email: legal@balkan.app

Website: https://balkan.app/orgchart

Address: Drugba 284, Sofia 1582, Bulgaria, EU

Phone: +359 878 108 254