1. DEFINITIONS used in this agreement

    1. Software – shall mean any software agent, application or tool that Ucom makes available to You for download specifically for purposes of facilitating Your access to, operation and (or) use of the Services.

    1. Third Party Content - shall mean all software, data, text, images, audio, video, photographs and other content and material, in any format, that are obtained or derived from third party sources outside of Ucom that You may access through, within, or in conjunction with Your use of the Services. Examples of Third Party Content include data feeds from social network services, RSS feeds from blog posts, Ucom libraries, dictionaries, and marketing data. Third Party Content includes third-party sourced materials accessed or obtained by Your use of the Services or any Ucom-provided tools.

    1. Users – shall mean, for Services, those employees, contractors, and end users, as applicable, authorized by You or on Your behalf to use the Services in accordance with this Agreement and Your order. For Services that are specifically designed to allow Your clients, agents, customers, suppliers or other third parties to access the Services to interact with You, such third parties will be considered “Users” subject to the terms of this Agreement and Your order.

    1. Your Content – shall mean all software, data (including Personal Data), text, images, audio, video, photographs, non-Ucom or third party applications, and other content and material, in any format, provided by You or any of Your Users that is stored in, or run on or through, the Services. The Services under this Agreement, Ucom software, other Ucom products and services, and Ucom intellectual property, and all derivative works thereof, do not fall within the meaning of the term “Your Content.” Your Content includes any Third Party Content that is brought by You into the Services by Your use of the Services or any Ucom-provided tools.


    1. Pursuant to this Agreement Ucom shall provide the services (hereinafter the “Services”), listed in the portal (hereinafter the “Portal”), acting as an integral part hereof, available to You and You will pay for the Services as decribed in the Agreement. Except as otherwise stated in this Agreement, You have the non-exclusive right to use the Services, listed in the Portal. You may allow Your Users to use the Services for the purpose defined herein, and You are responsible for their compliance with this Agreement.

    1. During the services period, we may update the Services to reflect changes in, among other things, laws, regulations, rules, technology, industry practices, patterns of system use, and availability of Third Party Content.

    1. You may not, and may not cause or permit others to: (a) use the Services to harass any person; cause damage or injury to any person or property; publish any material that is false, defamatory, harassing or obscene; violate privacy rights; promote bigotry, racism, hatred or harm; send unsolicited bulk e-mail, junk mail, spam or chain letters; infringe property rights; or otherwise violate applicable laws, ordinances or regulations; (b) perform or disclose any benchmarking, availability or performance testing of the Services; or (c) perform or disclose network discovery, port and service identification, vulnerability scanning, password cracking, remote access or unauthorized penetration scanning or disclose the results of such scanning (hereinafter the “Acceptable Usage Policy”). In addition to the rights granted to us pursuant to this Agreement and Your order, in case of violation of the Acceptable Usage Policy, we shall have the right to undertake corrective measures, up to removal of or suspension of access to the materials that violate the Acceptable Usage Policy.

    1. The relations of the Parties based on the Agreement will also be governed by Ucom General terms and conditions for provision of electronic communication and other related services at the extant that the regulatiosnare in the scop of the relastions and the terms of this Agreement.


    1. All fees payable under this Agreement are due no later than the due date from the invoice. If You exceed the quantity of Services ordered, then You must promptly purchase and pay fees for the excess quantity.

    1. You understand that You may receive multiple invoices for the Services ordered.

  1. Ownership rights and restrictions

    1. You or Your licensors retain all ownership and intellectual property rights in and to Your Content. We or our licensors retain all ownership and intellectual property rights in and to the Services, derivative works thereof, and anything developed or delivered by or on behalf of us under this Agreement.

    1. You have the right to use Third Party Content through the Services. All ownership and intellectual property rights in and to Third Party Content and the use of such Third Party Content is regulated by separate conditions, established by third parties and agreed upon between You and third parties.

    1. You grant us the right to host, use, process, display and transmit Your Content to provide the Services pursuant to and in accordance with this Agreement and Your order. You have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Your Content, and for obtaining all rights related to Your Content required by Ucom to provide the Services.

    1. You may not, and may not cause or permit others to: (a) modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, republish, download, or copy any part of the Services (including data structures or similar materials produced by programs), unless required to be permitted by law for interoperability; (b) access or use the Services to build or support, directly or indirectly, products or services competitive to Ucom; or (c) license, sell, transfer, assign, distribute, outsource, permit timesharing or service bureau use of, commercially exploit, or make available the Services to any third party, except as permitted by this Agreement or Your order.


    1. By virtue of this Agreement, the parties may disclose to each other information that is confidential (“Confidential Information”). Confidential Information shall be limited to the terms and pricing under this Agreement and Your order, Your Content residing in the Services, and all information clearly identified as confidential at the time of disclosure.

    1. A party’s Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without disclosure restrictions, or (d) was independently developed by the other party.

    1. Each party agrees not to disclose the other party’s Confidential Information to any third party other than as set forth in the following sentence for a period of 5 years from the date of the disclosing party’s disclosure of the Confidential Information to the receiving party; however, we will protect the confidentiality of Your Content residing in the Services for as long as such information resides in the Services. Each party may disclose Confidential Information only to those employees, agents or subcontractors who are required to protect it against unauthorized disclosure in a manner no less protective than required under this Agreement, and each party may disclose the other party’s Confidential Information in any legal proceeding or to a governmental entity as required by law. We will protect the confidentiality of Your Content residing in the Services in accordance with the Ucom security practices applicable to the Services defined in Your order.

  1. protection of your content

      You are responsible for any security system vulnerabilities and the consequences of such vulnerabilities, arising from Your Content, including any viruses, Trojan horses, worms or other harmful programming routines contained in Your Content, or from Your use of the Services in a manner that is inconsistent with the terms of this Agreement. You may disclose or transfer Your Content to a third party, and upon such disclosure or transfer we are no longer responsible for the security or confidentiality of such content outside of Ucom.


    1. Each party represents that it has validly entered into this Agreement and that it has the power and authority to do so. We warrant that during the services period, we will perform the Services using commercially reasonable care and professional skills in all material respects. If the Services provided to You were not performed as warranted, You must promptly provide us with a written notice that describes the deficiency in the Services.

    1. We do not guarantee flawless or uninterrupted operation of the Services, nor that we will remove all the defects available therein, or that the Services WILL meet Your requirements or expectations. We bear no responsibility for the quality, operation or safety of the Services, if ANY PROBLEM RELATING THERETO ARISE FROM YOur content, or third party content, or third party services.



    1. This Agreement shall enter into force upon signing by both parties and shall act for an indefinite period. Ucom and the Customer shall be entitled to early termination of this Agreement with a 60 (sixty)-day prior notice.

    1. We may suspend Your or Your Users’ access to the Services or Service use, without any responsibility, if we believe that (a) there is a material threat to the functionality, security, integrity or availability of Services or the content, data and applications contained therein, (b) You or Your Users use the Services for illegal purposes, (c) a fact of violation of the Acceptable Usage Policy has been revealed, or (d) if it is required by applicable law in case You, allegedly or actually, fail to perform Your obligation to provide personal data. Where it’s reasonable and permitted by law, we will provide a prior notice of such suspension to You. We will use reasonable efforts to recover the Services as soon as possible, if You determine that problem having caused Service suspension is solved. During the suspension period You may access Your content (as on suspension date). Any case of Service suspension for any cause defined herein, shall not exonerate You from Your payment liability under this Agreement.

    1. After expiration or termination of this Agreement the provisions of this Agreement pertaining to disclaimer, remedies and payments as well as all provisions, which by their nature must remain effective, shall continue to remain in force.


    1. The Services may enable You to transfer Your Content or Third Party Content, or link to or otherwise access third parties’ websites, platforms, content, products, services and information (hereinafter “Third Party Services”). Ucom does not control and is not responsible for Third Party Services. You are solely responsible for complying with the terms of access and use of Third Party Services, and if Ucom accesses or uses any Third Party Services on Your behalf to facilitate performance of the Services, You are solely responsible for ensuring that such access and use, including through passwords, credentials or tokens issued or otherwise made available to You, is authorized by the terms of access and use for such services. If You transfer or cause the transfer of Your Content or Third Party Content from the Services to a Third Party Service or other location, that transfer constitutes a distribution by You and not by Ucom.

    1. Any Third Party Content we make accessible is provided on an “as is” and “as available” basis without any warranty of any kind. You acknowledge and agree that we are not responsible for, and have no obligation to control, monitor or correct Third Party Content. To the extent permitted by law, we disclaim all liabilities arising from or related to Third Party Content.

    1. You acknowledge that: (a) the nature, type, quality and availability of Third Party Content may change at any time during the services period, and (b) features of the Services that interoperate with Third Party Services, such as Facebook™, YouTube™ and Twitter™, etc., depend on the continuing availability of such third parties’ respective application programming interfaces (APIs). We may need to update, change or modify the Services under this Agreement as a result of a change in, or unavailability of such Third Party Content, Third Party Services or APIs. If any third party ceases to make its Third Party Content or APIs available on reasonable terms for the Services, as determined by us in our sole discretion, we may cease providing access to the affected Third Party Content or Third Party Services without any liability to You. Any changes to Third Party Content, Third Party Services or APIs, including their accessibility or inaccessibility during the services period, shall not affect Your obligations under this Agreement or respective order and shall not entitle You to request refund, warranties or other remedies.


      The parties shall bear no responsibility for failure to provide or delay in providing the Services, if it is caused by an act of war, hostility or sabotage; act of God; pandemic; electrical, internet, or telecommunication outage that is not caused by the parties; government restrictions (including the denial or cancelation of any export, import or other license); or other event outside the reasonable control of the parties. The parties undertake to use reasonable efforts to mitigate the effect of a force majeure. If an event of force majeure lasts more than 30 days, each party may cancel the Services that have not been provided and the orders that have not been performed, with a written notice to the other party. The present paragraph shall not revoke the responsibility of parties to use reasonable efforts after the event of force majeure, in accordance with the established procedures, as well as Your payment liability for the provided Services.


    1. Any notice required to be given under this Agreement to either party shall be in writing.

    1. We may give notices to our customers by means of a general notice on the Ucom portal for the Services, and notices specific to You by electronic mail to Your e-mail address on record in our account information, or by registered mail or post to Your address.


      You may not assign Your rights under this Agreement or transfer the Services, or any interest therein, to any other individual or entity.


    1. You agree that this Agreement, relevant references to the website of Ucom, to the Portal and information contained therein, encompasses the entire agreement pertaining to Your Services and supersedes all previous and present understandings between the parties with regard to such Services, whether written or oral, or written or oral representations made by the parties.

    1. This Agreement is drawn up in Armenian, in duplicate, both copies having equal legal power.