Terms of Service


Terms and Conditions of Service

Introduction & Scope.

Please read the following Terms and Conditions of Service (hereinafter, the “Terms”) for the website www.abraxa.com (the “Site”) carefully.  This is a legal agreement which sets out the terms and conditions on which Abraxa Group Ltd. (hereinafter referred to as “Abraxa”), a company incorporated in Bulgaria, whose registered office address is Vertigo Tower, 109, Bulgaria Blvd, Sofia, Bulgaria, will provide services to you or to the legal entity you represent ‘you’, ‘your’, and/or ‘yourself’.

The terms ‘us’, ‘its’, ‘ours’ and/or ‘we’, as used herein, shall refer to us, Abraxa and/or our affiliates, assignees, successors and/or brands.  These Terms shall supplement our Privacy Policy (the “Policy”), incorporated herein by reference.

User Agreement & Acceptance.

By accessing our Site, you are agreeing to be bound by these Terms, which constitute a legally binding user agreement, along with any and all applicable laws and regulations.  By using our Site, you represent and warrant that you: (a) are 18 years of age or older; (b) agree to all of the terms and conditions stated herein; (c) have the right, power, and authority to bind your represented entity or the agency to these terms and conditions.

You hereby acknowledge and covenant to abide by and comply with any applicable federal, state, local and   laws.  If you do not agree with any of these Terms, you are prohibited from using or accessing this Site.

The Site’s accessibility to the user is solely provided for the user’s individual benefit.  If you are using our Site in representation of a corporate third party, you hereby represent and warrant that you have the necessary power and authority in order to execute this agreement.

In order to use the functionalities and services provided, you will need to register for an account, thereby disclosing certain proprietary information, along with personally identifiable information.

Account Registration and Security.

In order to use our Services, you may need to create an account with us, including all mandatory fields on our registration forms, as requested by us from time to time.  You must provide accurate and complete information.  You agree to keep secret the password chosen upon creating your account and not to communicate it to anybody.  If you lose or disclose it, you must promptly inform us.

You are solely responsible for the activity that occurs on your account and for keeping your password secure and confidential, and must notify us immediately of any breach of security or unauthorized use of your account.  You will be liable for any and all misuse of your account, including the fraudulent use by a third party, or even the disclosure of your password. We reserve the right to request identification and compliance documents from our users, at any time and at our sole discretion.

Services Offered.

Abraxa provides, operates and manages a cloud-provided software as a service mainly targeted for Port Agent Companies, among other entities (the “Services”).  Our Services offer consists of various functionalities, which include but are not limited to the management of:

  • Customer and client relationship.
  • Project workflow.
  • Tasks-to-do, milestones, deliverable dates.
  • Teams creation, collaboration and metrics.
  • Quotations and awarded projects.

Accordingly, and subject to the terms and conditions of these Terms, solely in order to use the Services, you are hereby granted a non-exclusive, limited, revocable, non-transferable authorization to use the Services only as permitted by the features of the Services and by these Terms.  Abraxa hereby reserves all rights not expressly granted herein.

User Support.

You can always contact our team with questions about our Services, and we will strive to answer them and work together in order to resolve any such issues.

If you have any questions or complaints regarding the Site or our Services, please contact us by email as indicated on our contact web page.  We will undertake commercially reasonable efforts in order to answer as quickly as possible.  You must provide us with full details of your service query so that we can clearly asses your concerns.

Changes to the Services.

Abraxa reserves the right to modify, amend, suspend, terminate, upgrade, update or otherwise modify these Terms, the Site and the Services, at any time and without notice.  Any changes will be displayed on the Site, and we may also notify you by email.  Please refer to the last effective date where changes were last undertaken by us.  Your use of our Services after the effective date of any update– either by an account registration or simple use – thereby indicates your acceptance thereof.

Billing and Subscription Terms.

Some of our Service plans are offered via free trials, while the remaining functionalities are accessible through a paid subscription.  For the avoidance of doubt, free trials are not covered by our Standard Level Agreement (SLA), available here.  We currently offer three subscription tiers: Professional, Premium and Enterprise.

Abraxa will undertake its reasonable commercial efforts to ensure that the quoted prices and descriptions are true, accurate, updated and correct.  Your subscription will automatically renew until before the end of the then current subscription period (e.g. monthly or yearly).  Your account will be charged for renewal within prior to the end of the current period.

You can elect to upgrade, downgrade or cancel your subscription at any time, thus we ask you to contact our user support team for any related inquired.  If you elect to modify your current subscription during the active period, you will be able to use the paid functionalities of the Services for the remainder of the subscription period.

As a general rule, we do not offer refunds on paid Services, but you can contact our support team for specific queries, and we will review each individual petition’s merit, and answer them for our users.

Each subscription allows access to a set number of master user accounts.  You can purchase more access licenses at any time.

Each master account comes with limited user storage, as be indicated by us from time to time.  Additional storage plans can be purchased at any time, upon the terms, rates and conditions to be further agreed with Abraxa.

We also offer additional modules and Services, such as boarding and customization costs, enterprise support and other custom implementations, which will be invoiced separately, upon the terms and conditions indicated by us from time to time.

Payment Terms.

We currently rely on direct bank transfer in order to bill your payment account linked to you.  We may employe authorized third-party payment processors in order to bill our users, and in such case we will request your authorization to charge the pertinent fees through your indicated payment processing account.

Accordingly, Abraxa shall not be held responsible for any and all errors, fees and currency conversion fees by payment processors, and you should review their terms and policies from time to time, which will govern the provision of services to you.

You must provide us with valid and current billing information.  Except as expressly set forth herein, all payment charges are final and non-cancelable.  If we detect any chargeback or if any payment is not received by us or our payment processors for any reason, you will promptly pay us any and all amounts due to us upon notice.  Any failure or inability by us to process any payment hereunder does not relieve you from your payment obligations.  If you have a problem with your payment, please contact us as soon as possible.

Service Level Agreement.

For technical inquiries, please contact our tech support team, as indicated in our SLA, including the reason for your technical query, your name, address, account information and payment details.

User Generated Content.

Our Service allow users to upload certain content into Abraxa’s platform, including their profile picture, customer lists, client and project information, certain types of databases and other files.  By uploading any user generated content, you warrant and represent to us that:

  • You are entitled to post upload such content, and have all necessary licenses and consents to do so;
  • The content does not infringe on any intellectual property right, including without limitation copyright, patent or trademark, confidentiality, privacy or other proprietary right of any third party;
  • The content does not contain any defamatory, libelous, offensive, indecent or otherwise unlawful material or material which is, an invasion of privacy

 

User generated content and uploaded data will be collected, treated, stored and processed as per our Policy.  You agree that Abraxa may, in relation to user data, anonymize it in order to create aggregated metrics and benchmark data, store such data, and copy, retrieve and use the same for business purposes.

Copyright and Content Ownership.

The trademarks, copyright, service marks, trademarks, registered service marks and/or registered trademarks, trade names and other intellectual property rights and proprietary notices displayed on the Site and our products and Services are the property of –or otherwise are licensed to– Abraxa, its licensors or affiliates, or the respective title holders, whether acknowledged (or not), and which are protected under intellectual and proprietary rights in Bulgaria, the European Union and other jurisdictions throughout the world.

Respective title holders may or may not be affiliated with us or our affiliates, partners and advertisers.  No section hereof shall be construed as intent to grant you any right of transfer or interest in the Site and our products and services.

Service Eligibility.

Abraxa does not knowingly provide its Services to persons under the age of eighteen (18).  Accordingly, we reserve the right to request any and all applicable proof of identification and consent proof from our users, at any moment, without prior notice, and at our sole and final discretion.  Abraxa does not knowingly collect any kind of information from any person under the age of thirteen (13), and will delete any related information thereto.

User Privacy.

By disclosing any data and personally identifying information to us, you agree to our Policy, including the collection, process, storage and disclosure of such personally identifiable information, including to our affiliates, partners and clients.  We will ask for your express consent, including for inclusion into our newsletters, updates, and follow ups.  For more information, please read our Policy.

Confidentiality.

Neither party shall disclose any Confidential Information to any third party except to its employees, attorneys, tax or accounting professionals who have a legitimate need to know and who have agreed to be bound by the provisions of a confidentiality agreement at least as stringent as the ones herein.  Each party shall further protect the Confidential Information to the same extent as it protects its own information of a similar type.

For the purposes herein stated, “Confidential Information” shall be defined as the digital, verbal and/or written disclosures, documents or communications, stored in either written, graphic, digital, optical electromagnetic form or in software as a service systems, commonly known as “the cloud”, e-mails, optical disks, memory cards or removable drives or any other means that can retain information.

Confidential Information shall not include, information that: (i) is in the public domain at the time of disclosure; (ii) becomes publicly available through no fault of the recipient party and without breach of these Terms, (iii) is already in the lawful possession of a party without restriction prior to disclosure; (iv) becomes rightfully known to a party without restriction from a source other than the disclosing party; or that (v) is required to be disclosed by virtue of an order of a competent court or a legal requirement; shall not be deemed Confidential Information.

User Representations and Warranties.

You hereby represent, warrant and covenant that: (i) your use of our Site and Services, and all your uploaded and used data shall be at all times compliant with these Terms and all local, state, federal and international laws and regulations applicable to you and your organization; and (ii) you have obtained all necessary rights, releases and permissions to provide any data to Abraxa and its affiliates, licensors and agents; and to grant the rights granted to Abraxa in these Terms, including without limitation any intellectual property rights, rights of privacy, or rights of publicity, and any use, collection and disclosure authorized herein is not inconsistent with the terms of any applicable privacy policies.

Term, Termination.

The term hereof shall begin on the date that comes first among: (i) first access to the Site; (ii) your first access or execution of our Services; or (iii) Abraxa begins providing its Services to you.

The term hereof will automatically end on the earlier date of either your: (i) account deactivation, suspension, freezing or deletion; (ii) access termination or revocation for our Services; (iii) Abraxa's termination of these Terms, at its sole and final discretion; (iv) the termination date indicated by Abraxa to you from time to time; or (v) Abraxa’s decision to make the Site or the Services no longer available for use, at its sole and final discretion.

Termination for cause by Abraxa.

These Terms, along with any and all licenses granted hereof may or will automatically terminate if you breach any of the terms and conditions contained herein.  Upon termination for breach, your rights to use our Site, our Services and any information provided or generated thereby shall cease and you shall not be entitled to any compensation, credit, remedy or refund of any nature.  In this case, please contact our support department in order to initiate the process of receiving a backup copy of your user data, subject to the terms and conditions of our providers, such as Amazon Web Services.

User Code of Conduct.

As our user, you agree not to undertake, motivate, or facilitate the use or access of the Site or the Services in order to:

  • Infringe these Terms, or allow, encourage or facilitate others to do so.
  • Plagiarize and/or infringe on the intellectual property rights or privacy rights of any third party, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right.
  • Collect, receive, transfer or disseminate any personally identifiable information of any person without due consent from the title holder.
  • Republish, sell, rent or sub-license content or materials from the Site without our authorization.
  • Reproduce, duplicate or copy material from the Site without our authorization.
  • Distribute, post or otherwise make available any content that: (i) infringes on or endangers the intellectual property rights of any person (e.g. trademark, moral rights, trade secret, copyright, ancillary rights or other); (ii) enables any act that could promote or cause discrimination, racism, harm, libel, hatred or violence against any individual or group; (iii) endangers children and underage persons; (iv) is or allows illegal or fraudulent activities to take place; (v) is or may constitute a criminal or capital offense or otherwise infringes on any applicable law; and/or (vi) is or can be considered to be obscene, sexually explicit material, pornographic, threatening/defamatory, plagiarized, firearms, tobacco, alcohol, marijuana, gambling, binary options, Forex, pornographic or analogous material.
  • Collect, receive, transfer or disseminate any personally identifiable information of any person without due consent from the title holder.
  • Use any automated or manual process to obtain, copy, process, access and/or use our Site or Services or any part therefrom to capture unauthorized data or content, for any purpose.
  • Enable, undertake, program or execute any type of system, computer program or technique in order to data-mine, retrieve, scrape, index or otherwise extract unauthorized information from Abraxa or any portion or data feeds therefrom. For purposes of clarification, such actions will include the use of persons, site search/retrieval applications, software ‘robots’ and ‘spiders’ and any analogous data gathering and extraction tools, regardless of the type and amount of information intended for extraction.
  • Use the our Services to disseminate any type of computer viruses, worms, defects, trojan horses or other items of a destructive nature.
  • Undertake any action that will or may cause an unreasonable load on Abraxa’s and/or its partners’ and affiliates’ technology or infrastructure, or otherwise make excessive traffic demands from Abraxa.
  • Intercept or monitor activity via our Site or Services, without our express authorization.
  • Otherwise reverse engineer, decompile or extract the proprietary code of the Site and our Services.

Account Suspension & Termination.

Abraxa encourages you to report violations of our Terms.  Users undertaking conducts that may constitute a factual –or even alleged– breach of these Terms, including but not limiting, using automated mechanisms to make fraudulent communications, may become subject to immediate account suspension/termination, at our sole and final discretion, without notice and without responsibility.

We reserve the right, at our sole and final discretion, to deactivate, freeze, suspend or terminate any account upon any factual or alleged breach of these Terms.  You must notify us immediately of any change in your eligibility to use our platform, or if you suspect a breach of security or unauthorized use of your account.

You acknowledge and agree that we may report any activity that we believe may violate any law to law enforcement, regulators or other relevant third parties, and that any violation of the aforementioned provisions may result in the immediate termination of your access to the Site or our Services.

Disclaimer of Warranty.

To the fullest extent permissible under applicable law, the Site and the Services are provided to you “as is”, with “all faults” and “as available”, without warranty of any kind.  Abraxa, and its affiliates, clients, agents, officers, licensors and/or distributors, do not make, and hereby disclaim, any and all express, implied or statutory warranties, either by statute, common law, custom, usage of trade, course of dealing or otherwise, however arising, including implied warranties of description, quality, fitness for a particular purpose, non-infringement, non-interference with use and/or enjoyment.

In no event shall Abraxa, its affiliates, clients, agents, officers, licensors, distributors and/or any authorized third party, be held liable for any special, indirect, incidental or consequential damages, including losses, costs or expenses of any kind resulting from possession, access, use, inaccessibility or malfunction of the Site or the Services, including but not limited to, loss of revenue, profits, business, loss of use or lack of availability of computer resources; whatsoever arising out of or related thereto, whether arising in tort (including negligence), contract, strict liability or other legal or equitable theory and whether or not Abraxa, its affiliates, clients, licensors and/or distributors have been advised of the possibility of such damages.

Limitation of Liability.

If a user suffers loss or damage as a result of Abraxa’s negligence or failure to comply with these Terms, any claim by such user against us will be limited in respect of any one incident, or series of connected incidents, to the subscription fees paid by such user in the previous 3 months or the amount of direct loss or damage suffered by Customer, whichever is less.

These Terms provide you with specific legal rights, and you may have other rights that may vary from jurisdiction to jurisdiction.  Legislation of some states/countries does not allow certain limitations of liability, and henceforth this limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

Indemnification.

You shall indemnify, hold harmless, and defend Abraxa, its affiliates, clients, agents, officers, licensors, distributors and/or any authorized representatives, and the officers, directors and employees of each (jointly, the “Abraxa’s Indemnitees”) from and against any and all third party liabilities, claims, causes of action, suits, losses, damages, fines, judgments, settlements and expenses (including any and all reasonable outside attorneys’ fees and court costs) which may be suffered, made or incurred by any of such Abraxa’s Indemnitees arising out of or relating to: (i) any breach of any warranties, representations and/or covenants made by you hereunder (to the extent not arising substantially from any breach hereof by Abraxa); and/or (ii) any third party claim arising out of or in relation to Abraxa or use thereof in combination with your business platform, including without limitation, any claim that Abraxa violates, infringes, or misappropriates any proprietary or intellectual property right of any third party, including without limitation, any privacy right of any person, or violates any applicable law.

General Terms.

Assignment.  These Terms will inure to the benefit of any successors of the parties.

Force Majeure.  Abraxa shall not be liable for any failure of performance on its obligations as set forth herein, where such failure arises from any cause beyond our reasonable control, including but not limiting to, electronic, power, mechanic or Internet failure.

No Embargo.  You hereby represent and warrant that: (i) you are not located in a country that is subject to an international government’s embargo, or that has been designated by any nation’s government as a “terrorist supporting” country; and (ii) you are not listed on any government’s list of prohibited or restricted parties or activities.

Entire Agreement.  These Terms set forth the entire agreement between the parties hereof and may not be altered or amended except in writing signed by both parties.

Newsletters.  The Site may allow you to subscribe to our newsletter service, which may be provided by us or through an authorized third party.  Through our newsletters, you may receive information according to your subscriber preferences.  As our subscriber, you will receive a conspicuous communication indicating any subscription and you will be able to select the amount and type of emails received by you.  If you wish to unsubscribe, you will find ‘unsubscribe’ and similar links on our communications.

No Waiver.  Failure by Abraxa to enforce any rights hereunder shall not be construed as a waiver of any rights with respect to the subject matter hereof.

No Relationship.  You and Abraxa are independent contractors, and no agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by these Terms.

Notices.  All notices and other communications given or made pursuant to these Terms must be in writing and will be deemed to have been given upon the earlier of actual receipt or:  (a) personal delivery to the party to be notified; (b) when sent, if sent by facsimile or electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day; (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) one business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt.  Each party agrees to receive electronic documents and to accept electronic signatures, which shall thereto be considered valid substitutes for hardcopy documents and hand inked signatures.

Severability.  If any provision of these Terms is held unenforceable, then such provision will be modified to reflect the parties' intention.  All remaining provisions of these Terms will remain in full force and effect.

Taxes.  You are responsible for complying with all tax obligations associated with your account.  It is important that you keep complete and accurate contact details in order for us to remit invoices, especially payment processing account details.

Applicable Law, Dispute Resolution

For any claim, cause of action, or dispute you have against us that arises out of or relates to these Terms, you agree that it will be resolved exclusively in the competent courts with jurisdiction in the City of Sofia, Bulgaria.  You also agree to submit to the personal jurisdiction of either of these courts for the purpose of litigating any such claim, and that the laws of Bulgaria will govern these Terms and any claim, without regard to conflict of law provisions.  If you bring a dispute in a manner other than in accordance with this section, you agree that we may move to have it dismissed, and that you will be responsible for our reasonable attorney’s fees, court costs, and disbursements in doing so.

Governing Language.

From time to time, our Terms may be translated into other languages for your convenience.  The English version of each of these documents shall be the version that prevails and governs your use of our Services.  Upon the case of any conflict between the English version and any translated version, the English version will prevail.

Contact.

If you have any questions or comments about us, our Site, our Terms and/or these Terms, please contact us at:

Sofia Office

Vertigo Tower, 109, Bulgaria Blvd, Sofia, Bulgaria

www.abraxa.com

contact@abraxa.com

+359 88 320 3405

 

Date of last effective update is 1 Feb 2019.