INOVAZEN MONTENEGRO D.O.O.
INTERNATIONAL COMPREHENSIVE DIGITAL CLOUD SERVICE (SaaS),
SOFTWARE ACCESS LICENSE AND DISTANCE SALES FRAMEWORK AGREEMENT
Standard Master Terms and Conditions Fully Compliant with European Union Consumer & Digital Service Directives, GDPR, and Montenegrin Law of Obligations
ARTICLE 1 – PARTIES AND NOTIFICATION PRINCIPLES
This International Comprehensive Digital Cloud Service (SaaS), Software Access License and Distance Sales Framework Agreement (hereinafter referred to as the 'Agreement') is entered into by and between the Service Provider whose official registration details are set forth below, and the natural or legal person Customer who registers, initiates a subscription, or approves an order form via inovazen.me:
- Service Provider Legal Entity: INOVAZEN MONTENEGRO D.O.O.
- Tax Identification Number (PIB): 03689158
- Registered Corporate Address: Petra Sinanovica Nagiba, Lamela 5/22 City Kvart, Podgorica / MONTENEGRO
- Official Website: me
The billing address, electronic mail address, and telephone number provided by the Customer during registration or invoicing shall be deemed official legal notification addresses. The Customer is strictly obliged to notify the Provider of any modifications to this information within three (3) calendar days; otherwise, all electronic and postal notifications dispatched to the previously recorded address shall produce full legal effect.
ARTICLE 2 – DEFINITIONS AND LEGAL TERMINOLOGY
- Platform: The website accessible via inovazen.me, its subdomains, dedicated cloud server architectures, and customer control panels owned or operated by INOVAZEN.
- Cloud Software Service (SaaS): All sectoral, operational, corporate, commercial, and administrative web-based proprietary platforms, applications, extensions, and software modules developed or to be developed by INOVAZEN, the specifications of which are offered on inovazen.me or during ordering. All intellectual property, ownership, and underlying source code remain exclusively with INOVAZEN, and the software is made accessible to the Customer via the Internet hosted on INOVAZEN cloud servers.
- Source Code: All human-readable, interpreted, or compiled text files, relational database architectural schemas, business logic rules, algorithmic structures, and back-end scripts.
- Access License: A non-exclusive, non-transferable, revocable, and limited digital operating license granting the Customer the right to use the software's graphical web user interface solely during the active subscription period against payment of the determined fees, transferring zero ownership or source code rights.
- Inseparable Schedules: The Service Level Agreement (SLA), Privacy Policy, Refund Policy, Software Licensing Terms, and Promotional Rules published on the Platform.
ARTICLE 3 – LEGAL NATURE OF THE AGREEMENT: SERVICE PROVISION, NOT SALE OF WORK
3.1. Non-Contract-for-Work Principle:
The Customer acknowledges, declares, and irrevocably agrees that the cloud software procured from INOVAZEN is neither a physical good, nor an assignment of copyright, nor a commissioned contract for work; the fundamental legal essence of this Agreement is the 'Provision of Periodic Cloud Hosting and Web-Based Software Access Licensing Service'.
3.2. Legal Consideration of Fees:
Subscription or deployment fees collected under this Agreement shall under no circumstances be construed as consideration for the transfer of code ownership. Such consideration covers server hardware provisioning, security administration, continuous maintenance/optimization, and web interface access rights.
ARTICLE 4 – ABSOLUTE NON-DELIVERY OF SOURCE CODE AND OWNERSHIP
4.1. Strict Source Code Confidentiality:
The source code, core libraries, database schemas, compiled assets, and technical frameworks of the cloud software provided by INOVAZEN shall under no circumstances, for no consideration, and at no stage be delivered, revealed, or transferred to the Customer or any third parties, nor shall root, SSH, or direct database access be granted.
4.2. Irrevocable Waiver of Source Code Claims:
The Customer explicitly waives any right to demand source code files, virtual disk images, server root access, or physical database dumps, and acknowledges that any such demand is diametrically opposed to the legal nature of this Agreement.
ARTICLE 5 – MANDATORY CLOUD HOSTING ON INOVAZEN SERVERS
5.1. Exclusive Cloud Hosting:
All cloud software platforms under this model shall operate solely and exclusively on secure cloud servers configured, managed, and monitored by INOVAZEN.
5.2. Non-Portability Prohibition:
Migrating, copying, cloning, running, or hosting the software on the Customer's on-premise local servers, in-house computers, third-party hosting companies, or external data centers is legally and technically prohibited.
ARTICLE 6 – PROHIBITION OF REVERSE ENGINEERING, DECOMPILATION AND SCRAPING
6.1. Security and Architectural Integrity:
The Customer shall not reverse engineer, decompile, disassemble, trace, or extract source code from the software's web interface, network traffic requests, APIs, or client-side scripts, nor circumvent any license authentication mechanisms.
6.2. Prohibition of Imitation and Automated Harvesting:
The Customer shall not analyze the system workflows, graphical UI layouts, or operational logic to construct a competing platform, nor employ automated bots, web scrapers, crawlers, or robotic tools against the infrastructure.
ARTICLE 7 – CONTRACTUAL PENALTY AND INTELLECTUAL PROPERTY DAMAGES
In the event of any direct or indirect breach by the Customer of Articles 4, 5, or 6 (source code non-delivery, mandatory hosting, and reverse engineering restrictions), the Customer shall be strictly liable to indemnify INOVAZEN for all direct and indirect losses, damages, and lost commercial profits, and shall additionally pay an irrevocable contractual penalty of not less than fifty thousand Euros (EUR 50,000) immediately and in lump sum, without requiring any formal warning or judicial decision. INOVAZEN reserves all rights to seek full surplus damages and injunctive relief.
ARTICLE 8 – DOMAIN NAME AND SUBDOMAIN ROUTING PRINCIPLES
8.1. Subdomain Provision:
Within the scope of the SaaS subscription, INOVAZEN may allocate a system subdomain (e.g., customer.inovazen.me) to facilitate platform access.
8.2. Custom Domain Mapping:
The Customer may configure its own registered domain name to point to INOVAZEN cloud servers via DNS routing (A, CNAME, or NS records). Such domain mapping shall not confer upon the Customer any proprietary rights over the server, software, or underlying architecture. INOVAZEN shall not be held liable for outages caused by Customer DNS errors or lapsed domain renewals.
ARTICLE 9 – CUSTOMER DATA OWNERSHIP AND RAW DATA EXPORT
9.1. Absolute Ownership of Customer Data:
All commercial data, client directories, transaction histories, financial records, inventory items, and corporate assets ingested into the software by the Customer remain the exclusive property of the Customer; INOVAZEN asserts zero ownership or intellectual property over Customer Data.
9.2. Raw Data Export Capabilities:
Throughout the active subscription, the Customer maintains the right to export its commercial data using built-in system export utilities (CSV, Excel, XML, JSON). Upon agreement termination, INOVAZEN's sole handover obligation is limited to providing the Customer's unprocessed raw transactional database records in a standard tabular format; relational schemas, software code, and UI templates are strictly excluded.
ARTICLE 10 – E-COMMERCE EXTENSIONS AND SINGLE-DOMAIN LICENSING
10.1. Non-Exclusive Single-Domain License:
For modular extensions, add-ons, or themes purchased for third-party CMS or e-commerce frameworks, the Customer is granted a single-domain, non-exclusive license valid strictly for the single domain specified during purchase.
10.2. Prohibition of Redistribution:
Delivery of extension files does not transfer copyright. Reselling, sublicensing, distributing, uploading to open-source or warez repositories, or executing the software across multiple domains constitutes a severe copyright and license infringement, triggering immediate termination and contractual penalties.
ARTICLE 11 – BESPOKE SOFTWARE, CORPORATE WEBSITES, AND GRAPHIC DESIGN DELIVERIES
11.1. Testing and Acceptance Procedure:
Custom development, design, and web portal projects are staged on an INOVAZEN development/test server for Customer review. The Customer is obligated to review the build and communicate specific, substantiated non-conformities in writing within seven (7) business days from staging. In the absence of written rejection within this window, the deliverable shall be conclusively deemed accepted and approved.
11.2. Scope of Revisions:
Unless otherwise agreed in the initial quote, bespoke development and design deliverables include a standard maximum of two (2) revision rounds. Requests fundamentally altering approved design concepts or demanding structural architectural additions are outside the agreed scope and subject to additional billing and revised timelines.
ARTICLE 12 – CLOUD HOSTING AVAILABILITY AND DOMAIN REGISTRATION
12.1. Domain Management:
Domain names are registered in the Customer's name through accredited international registrars. INOVAZEN accepts no liability for domain expiration, penalty redemption phases, or third-party acquisition arising from the Customer's failure to pay renewal fees in a timely manner.
12.2. Uptime Target:
INOVAZEN targets a ninety-nine point five percent (99.5%) annual uptime availability for cloud hosting and SaaS infrastructure, excluding scheduled maintenance and force majeure events. Accounts consuming server resources beyond acceptable parameters or generating security threats may be throttled or suspended without notice.
ARTICLE 13 – PAYMENT METHODS, CREDIT CARDS, AND BILLING
13.1. Payment Channels:
All service and subscription fees are collected in advance via secure, licensed credit/debit card gateways integrated into inovazen.me, or through verified international bank wire transfers.
13.2. Billing Currency and Invoicing:
Invoicing is executed electronically in Euros (EUR), the official currency of Montenegro, or in convertible currencies explicitly stated at checkout, in full accordance with applicable tax legislation.
13.3. Recurring Billing Authorization:
Where a credit/debit card is stored for recurring SaaS subscriptions, the system is authorized to automatically debit periodic renewal charges upon term expiration to prevent service interruption.
ARTICLE 14 – SUSPENSION, PAYMENT DEFAULT, AND PERMANENT DATA PURGING
14.1. Three-Day Suspension Threshold:
Subscriptions whose renewal charges cannot be collected upon expiration shall be automatically transitioned to 'Suspended' status within three (3) business days following due date, disabling front-end and administrative web access.
14.2. Thirty-Day Permanent Purging Rule:
If outstanding arrears are not settled within thirty (30) calendar days from the date of suspension, the Agreement shall be terminated automatically without liability for indemnity. Allocated storage, database structures, and uploaded content shall be permanently and irreversibly purged from the servers for optimization and security compliance. INOVAZEN disclaims all liability for data loss arising from lapsed accounts.
ARTICLE 15 – STATUTORY EXCEPTIONS TO THE RIGHT OF WITHDRAWAL
Pursuant to Article 16(m) of EU Consumer Rights Directive (2011/83/EU) and the Montenegrin Consumer Protection Law, the Customer expressly acknowledges and agrees that NO RIGHT OF WITHDRAWAL OR REFUND EXISTS for the following categories:
- Digital Products: Digital software modules, scripts, and license activation keys delivered electronically or made downloadable immediately upon payment.
- Active Cloud Services: Cloud software subscriptions where server resources have been allocated, databases initialized, and access operationalized.
- Customized Work: Bespoke web development, graphic design, and custom integrations tailored specifically to the Customer's distinct commercial instructions.
- Domain Names: Domain name registrations and renewals finalized instantly through international registry authorities.
ARTICLE 16 – CONDITIONAL REFUNDS FOR ANNUAL SHARED CLOUD HOSTING
A non-substantiated refund request may be submitted solely for standard annual shared cloud hosting plans within fourteen (14) calendar days from the initial order date. In the event of an approved refund, mandatory registry domain registration fees (even if initially bundled for free), allocated third-party software licensing costs, and banking transaction commissions shall be deducted, and the net remaining balance refunded.
ARTICLE 17 – DATA PRIVACY AND GDPR/MONTENEGRIN COMPLIANCE
17.1. Statutory Compliance:
INOVAZEN processes, stores, and protects personal data in full conformity with the European Union General Data Protection Regulation (GDPR) and the Montenegrin Personal Data Protection Act.
17.2. Data Controller vs. Data Processor Distinction:
Regarding third-party personal data entered by the Customer into the cloud platform (e.g., Customer's end-clients, personnel, or vendors), the Customer acts as the 'Data Controller' and INOVAZEN acts strictly as the 'Data Processor'. Legal compliance regarding collection, lawful processing bases, and statutory consents rests entirely upon the Customer.
ARTICLE 18 – ACCEPTABLE USE POLICY (AUP) AND CYBERSECURITY
18.1. Prohibited Activities:
The Customer shall not deploy INOVAZEN infrastructure for illegal gambling, unlicensed financial/Forex operations, violent or abusive material, phishing, malware/ransomware distribution, unsolicited commercial spam emails, or copyright-infringing content. Immediate termination without notice shall apply upon detection.
18.2. Credential Security:
The Customer is solely responsible for preserving the secrecy of administrative credentials. INOVAZEN bears no liability for security breaches or data compromises arising from weak passwords or credential leaks caused by Customer negligence.
ARTICLE 19 – FORCE MAJEURE
Events beyond reasonable control—including global Internet backbone failures, fire, earthquakes, floods, war, mobilization, major cyber warfare strikes, state-level network blocks, or governmental mandates—shall constitute force majeure. Neither Party shall be liable for delayed performance or non-performance during the duration of force majeure.
ARTICLE 20 – LIMITATION OF LIABILITY (MONETARY CEILING)
To the fullest extent permitted by applicable mandatory law, the total aggregate liability of INOVAZEN arising out of or related to this Agreement, whether in contract, tort, or otherwise, shall be strictly capped at the total amount actually paid by the Customer to INOVAZEN in the three (3) months preceding the claim. INOVAZEN shall under no circumstances be liable for indirect, incidental, punitive, or consequential damages, including loss of profits, business stoppage, or data loss.
ARTICLE 21 – PROMOTIONAL PRICING AND CAMPAIGN TRANSITIONS
Promotional discounts, introductory rates, or voucher codes apply exclusively to the initial committed billing cycle. Subsequent subscription renewals automatically bill at the standard catalog rate published on inovazen.me. Promotional vouchers cannot be combined or redeemed for cash.
ARTICLE 22 – ELECTRONIC COMMUNICATIONS AND LEGAL NOTICES
All formal operational and legal communications between the Parties shall be conducted via registered email addresses or the Platform ticketing portal. Electronic transmissions are deemed received on the business day following their electronic dispatch.
ARTICLE 23 – SEVERABILITY
Should any provision of this Agreement be ruled invalid, void, or unenforceable by an authorized court or arbitral tribunal, such invalidity shall be confined strictly to the specific clause, leaving all remaining articles fully valid, effective, and binding upon the Parties.
ARTICLE 24 – ENTIRE AGREEMENT AND INTEGRATED SCHEDULES
This Master Framework Agreement, together with the Service Level Agreement (SLA), Privacy Policy, Refund Policy, Software Licensing Terms, and Promotional Rules published on inovazen.me, constitutes the entire agreement between the Parties and supersedes all prior verbal or written understandings.
ARTICLE 25 – PROHIBITION OF ASSIGNMENT AND TRANSFER
The Customer shall not assign, transfer, encumber, delegate, or sublicense any of its rights, access privileges, licenses, or accounts under this Agreement to any third party without the prior express written authorization of INOVAZEN.
ARTICLE 26 – UNILATERAL AMENDMENT RIGHTS
INOVAZEN reserves the right to amend the terms of this Agreement to reflect regulatory changes or infrastructural enhancements. The updated terms become legally effective and binding on all users immediately upon publication on inovazen.me.
ARTICLE 27 – PORTFOLIO AND MARKETING SHOWCASE RIGHTS
The Customer hereby grants INOVAZEN an irrevocable, royalty-free license to reference and showcase custom websites, graphical designs, and software deployments implemented under this Agreement on inovazen.me and marketing materials as portfolio achievements and client references.
ARTICLE 28 – GOVERNING LAW AND EXCLUSIVE JURISDICTION
28.1. Governing Law:
This Agreement and all non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the substantive laws of Montenegro.
28.2. Exclusive Forum:
All disputes, controversies, or claims arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the Commercial Court of Montenegro in Podgorica (Privredni sud Crne Gore) and the Podgorica Enforcement Offices.
ARTICLE 29 – ELECTRONIC EVIDENCE STIPULATION
In any judicial or arbitral proceedings between the Parties, INOVAZEN cloud server access logs, database transaction records, cryptographic timestamps, IP registration tables, and automated system logs shall constitute conclusive, binding, and primary evidence. The Customer waives all rights to contest the legal admissibility of such electronic records.
ARTICLE 30 – EFFECTIVE DATE AND ELECTRONIC EXECUTION
This Agreement consists of thirty (30) comprehensive articles and takes effect immediately upon the Customer finalizing an order, checking the electronic agreement acceptance box on inovazen.me, or remitting payment via credit card or bank transfer, constituting an enforceable, binding digital contract between the Parties.
