Terms & Conditions for use
of URBO Studio software platform

These terms and conditions govern the relationship with URBO Studio’s business partners in connection with the use of a software platform for management, booking and payment of URBO Studio activities, services and events.

1. General Status. Definitions

For the purposes of these General Terms and Conditions, the terms used shall have the following meanings:

“UPASS JSC”, with UIC 207327088, with its registered office and management address in the Republic of Bulgaria, Sofia 1124, “Dobromir Hriz” Str. No. 3 (including its branches and representative offices, collectively referred to as UPASS), is a company that owns the intellectual rights to the management, booking and payment software for services, activities and events, which it provides for use by its partners as SaaS (Software as a Service) against a monthly subscription.

“Business Partner“: any company and/or individual that provides services and/or sells entrances and tickets for events, attractions, activities and others to its end customers and wishes to use the functionalities of URBO Studio in its daily business activity under the terms , described in these General Terms and Conditions.

Associated Companies and/or Entities: any education that is directly or indirectly under the control of the Business Partner.

Authorized Users: those employees, agents and independent contractors of the Partner who are authorized by him to use the Services as described in 5.1.

Software: cloud-based platform for management, reservations and payment of services, activities and tickets, developed by UPASS JSC.

URBO Pay: Payment Connector, developed by UPASS JSC, which allows the Partner to choose different payment methods and providers.

Service/s: access to the platform and use of all functionalities, depending on the selected monthly price plan, which the Business Partner can use under the terms of this Document.

End User/End Users: local or foreign individuals who book and/or pay for the services provided by the Business Partners of UPASS JSC.

Authorized User Data: the personal data and information that Authorized Users provide to UPASS and/or entered by the Partner in the Software for the purpose of creating an Authorized User account.

UPASS Data means (i) such information or data provided by UPASS to the Partner as part of the Software and provision of the Services; (ii) any metadata extracted by UPASS and URBO Studio during the Partner’s use of the Services; and (iii) any feedback or suggestions from the Partner or Authorized Users to UPASS related to the Services;

Partner Data: means the data and information provided by the Partner to UPASS and/or entered by the Partner, Authorized Users or UPASS on behalf of the Partner for the purpose of using the Services or facilitating the use of the Services by the Partner or data collected and processed by or for the Partner through the Partner’s use of the Services.

Customer Data: means all data and information provided by End Users during the process of reservation, payment, account creation, ticket verification/entry and others, in connection with the use of the Business Partner’s services.

Confidential Information: information of a party that is private or confidential and/or is clearly marked as such; identified as confidential information in Art. X; and/or a reasonable person would understand it to be confidential or proprietary at the time of disclosure;

Business day: every day that is not a Saturday, Sunday or statutory public holiday in Bulgaria;

Hours of Operation: 9:00 a.m. to 6:00 p.m. EST every business day;

Inappropriate Content: Content that (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; b) facilitates illegal activity; (c) depicts a sexually explicit image; (d) promotes unlawful violence; (e) is discriminatory on the basis of race, sex, color, religious belief, sexual orientation, disability; or (f) causes damage or injury to person or property;

Intellectual Property Rights: including without limitation, patent rights, trademarks, service marks, trade names, other commercial identifiers and inventions, copyrights, design rights, database rights, know-how rights, trade secrets and any other intellectual property rights arising anywhere in the world, whether registered or unregistered, and including applications for the grant of such rights.

Order Form: The order form sent by the UPASS Partner detailing the Services and forming part of the contractual relationship between the parties.

Privacy policy: the privacy policy of UPASS, an up-to-date version of which was published on 25.01.2022.

Technical Support SLA Policy: UPASS’s policy for providing support services to Partner and, where applicable, any additional functionality and/or modifications and enhancements to functionality that may be ordered by Partner

Agreement and/or Document: means these general terms of use of the URBO Studio software platform.

1. Business profile
   • To use the Services, it is necessary for the Business Partner to register their business in the Software.
   • The creation of a business profile is done personally by the Partner Manager or a person authorized by him.
   • The creation of a business profile is done by entering data into the Software. The data provided by each Business Partner upon registration includes:

• Legal name and UIC;
• Accountable person;
• Address registration;
• IBAN of a bank account for the Partner to receive funds from sales
  • In order to provide access to individual Authorized Users, UPASS may request personal data, which includes:
• Names
• Email address
• Contact phone number
• Position
  • Pursuant to the Agreement concluded between the parties, UPASS grants the Partner the non-exclusive and non-transferable right to allow its Authorized Users to use the Software Services for the duration of the Agreement.
  • UPASS provides the Service in the form of i-frame or White label project to its Partners, depending on the requirements of the project. The form of offering the Service, as well as the functionalities used and/or the need to develop new ones, is specified in advance and is an integral part of the Agreement between the two parties.
• Use of the Services
  • The partner agrees to:
    • Comply with:
  • All terms of the agreements between the two parties Contract;
  • These General Terms of Use of URBO Studio Booking Software;
  • URBO Studio Policies;
  • Аll applicable laws, regulations and codes of conduct when accessing or using the URBO Studio Software and Services;
    • Grant to UPASS all rights to collect, use and share data about End Customers and data collected by the Software for the purpose of monitoring, maintaining and improving the Services;
    • Allow UPASS to delete or remove any material submitted by the Partner or uploaded to the Software that UPASS, in its sole discretion, deems inappropriate;
    • Access the Software only in good faith and for its intended purposes;
    • Promptly report any error, defect or malfunction in connection with the Service or the Software;
    • Keep its computer systems, mobile systems, network and Internet connection secure in accordance with good security practices;
    • To immediately notify UPASS, in cases where it discovers that the login data has been compromised, to change all applicable passwords and to take all security actions;
    • To comply with all the Terms of Use of URBO Pay as described in the document Terms of Use of URBO Pay, in the event that he uses this part of the Services provided;
    • If there are accesses or uses the Services of UPASS additional distribution channels, to comply with the Terms described in the Terms of Use of Additional Sales Channels.

1. Free trial period
   • UPASS may at any time provide a free trial period to any natural or legal person who wishes to become a subscriber.
   • If the Partner decides not to continue their subscription before the end of the free trial period, UPASS will immediately terminate access to the Software and Services.
   • These Terms are fully applicable during any free trial period and UPASS has the right to terminate access at any time for violations of any of the terms without liability.
2. Access and security
   • With respect to Authorized Users, the Partner undertakes that:
     • Will not allow any user subscription to be used by more than one individual Authorized User unless it is fully assigned to another individual Authorized User, in which case the previous Authorized User is no longer entitled to access or use the Services;
     • Each Authorized User must keep a secure password for use of the Services, which password must be changed frequently, and each Authorized User must keep its password confidential.
     • Partner shall not access, store, distribute or transmit any viruses or any material and content, including without limitation, Customer Data and Authorized User Data, during the use of the Services that:
   • is unlawful, harmful, threatening, defamatory, obscene, offensive, harassing or racially or ethnically offensive;
   • facilitates illegal activity; or
   • in a manner that is otherwise unlawful or causes damage or injury to person or property;
   • UPASS reserves the right, without liability or prejudice to its other rights to the Partner, to disable the Partner’s access to any material that violates the provisions of this clause.
     • The Partner and its Authorized Users are not entitled to:
   • attempt to copy, modify, duplicate, create similar works, mirror, republish, download, display, transmit or distribute all or any part of the Software in any form, media or by any means; or
   • attempt to compile, model and reverse engineer all or part of the Software; or
   • access all or part of the Services to create a product or service that competes with the Services; or
   • license, sell, rent, transfer, assign, distribute, display, disclose or otherwise use for commercial or other purposes the Services to any third party, except to Authorized Users and Affiliates.
     • The Partner shall use all reasonable efforts to prevent any unauthorized access to or use of the Services and, in the event of such unauthorized access or use, immediately notify UPASS.

1. Availability of services and support

• UPASS will use commercially reasonable efforts to make the Services (excluding any third-party applications) available 24 hours a day, seven days a week and at least 99.5 percent of the time, except that:
  • any planned outage out of business hours which may occur on any first Wednesday of the month between 05:00 – 06:00 (EET);
  • any unscheduled suspension indicated on the site https://urbostudio.com;
  • a temporary outage where high traffic levels lead to service interruption caused by the Partner exceeding the contracted capacity;
  • Unavailability of the Partner: if for any reason the Partner cannot be reached to correct a problem with the services offered, then time will be frozen until UPASS can contact the Partner to begin fixing the problem;
  • problems resulting from non-compliance with agreed procedures by the Partner or caused by unauthorized changes to the Services by the Partner;
  • material breach by the Partner of the terms of this Agreement; or
  • a force majeure event which may include but is not limited to power failure, natural disasters or infrastructure disruption, security attacks such as computer viruses and other malicious code.
• UPASS will provide the Partner, as part of the Services and at no additional cost to the Partner, its standard technical Services in accordance with the Technical Support Agreement of UPASS JSC. UPASS has the right to change the Terms of the Technical Support Agreement at its discretion at any time, promptly notifying its Partners of this change.

• Partnership obligations
  • The partner undertakes to:
    • provides all necessary cooperation and information that may be required by UPASS to provide the Services. In case of delays in the provision of such information or assistance by the Partner, UPASS has the right to adjust any agreed term or time of delivery if it deems necessary;
    • ensures that its Authorized Users use the Services in accordance with the terms and conditions of this Agreement, comply with all applicable laws and regulations regarding its activities under this Agreement, and use the Services only for lawful purposes. Affiliate is responsible for any violation of this Agreement by an Authorized User;
    • bears all responsibility for securing and maintaining its network and telecommunications connections and all problems, conditions, delays and failed deliveries arising out of or related to the Partner’s network connections or telecommunications connections;
    • use all reasonable efforts to prevent any unauthorized access to or use of the Services and, in the event of such unauthorized access or use, immediately notify UPASS;
    • not include any inappropriate content or viruses or any other information or material any part of which, access or use would be a crime or otherwise unlawful, including infringement of any third party intellectual property rights. UPASS reserves the right, but not the obligation, to remove such content when, in its sole and reasonable discretion, UPASS suspects that such content is Inappropriate Content, upon notification to the Partner;
    • shall be fully responsible for moderating any content posted by Authorized Users and advising Authorized Users of what they may and may not post through the Services through the Affiliate’s own policies;
    • bears all responsibility for the accuracy, completeness, design, relevance, creation, maintenance and updating of all Affiliate Data when using the Services. UPASS is not responsible for any errors or inaccuracies in the information provided by the Partner;
    • is responsible for obtaining all necessary licenses and consents required to use Customer Data (if any, including, but not limited to, those from third-party information owners or licensees). By accepting these Terms and Conditions, the Partner certifies that such licenses and consents have been obtained.
  • The Partner agrees that:
    • UPASS may, at its discretion, from time to time release modifications or updates to the Software that improve or upgrade the Software without the prior knowledge or consent of the Partner;
    • UPASS can perform planned or unplanned maintenance;
    • UPASS is not responsible for any representations or warranties made by third parties in connection with the Software or Services;
    • In the event that the security mechanisms provided by UPASS fail to prevent unauthorized access by third parties to the Partner Data or the Software as a whole, UPASS shall not be liable to the Partner.
  • The software sends automatic emails to the e-mail previously specified by the Partner for each reservation made through the software. The Partner is obliged to monitor the e-mails sent, as well as the dashboard with reservations made in the Software and to manage its activity according to this information. UPASS is not responsible to third parties in cases where the Partner has not delivered its service.
  • By accepting these Terms, the Partner agrees to automatically receive information from UPASS by email and/or post.
  • The Partner ensures that the recipients of any e-mails from UPASS are duly informed of such use of their e-mail address and, where necessary, give appropriate consent to such use. Unless otherwise specified, End Customer data from bookings generated through the UPASS Partner Network or the UPASS Channel Manager is entered into each of the selling partner’s databases as well as the Partner’s. Each owner and/or user of such a database bears full responsibility for ensuring that the acquisition, processing and dissemination of its data complies with applicable data protection laws and standards.

• Customer data
  • The Partner owns all ownership rights in all Customer Data and is solely responsible for the legality, appropriateness, completeness, reliability, integrity, accuracy and quality of Customer Data and Authorized User Data.
  • The Partner acknowledges that responsibility for all Customer Data and any communications with other persons or between Authorized Users using the Services is the sole and exclusive responsibility of the Partner and that UPASS shall not be held liable in any way for any copyright infringement or infringe the rights of others or violate any law, including but not limited to the infringement or misappropriation of any copyright, trademark or other proprietary right of any person or entity arising out of or relating to Customer Data. Affiliate agrees to indemnify and hold harmless UPASS from and against all losses, damages, actions or causes of action, suits, claims, demands, penalties and interest arising in connection with or from such Customer Data to the extent not caused by intentional wrongful act of UPASS.
  • UPASS will follow its procedures for protecting Customer Data and Authorized User Data as outlined in the disaster recovery plan. In the event of loss or corruption of Customer Data, Partner’s sole and exclusive remedy shall be for UPASS to use commercially reasonable efforts to restore the lost or damaged Customer Data from the last backup copy of such Customer Data maintained by UPASS in accordance with the backup procedure described in its Disaster Recovery Policy. UPASS is not responsible for any loss, destruction, alteration or disclosure of Customer Data caused by a third party (except for those third parties hired by UPASS as a subcontractor to perform services related to maintenance and archiving of Customer Data ), unless caused solely by the Negligence or willful misconduct of UPASS.
  • The Partner confirms that UPASS is not obliged to edit, moderate or modify Customer Data (including third party information). All inquiries to the UPASS technical support team from the Partner’s End Customers regarding changes to reservations, cancellations, etc. will be processed according to the general conditions provided by the Partner for the relevant offer. Cancellations and refunds of amounts already paid to the End Client’s account are carried out by UPASS only and only after express written confirmation by the Partner.

1. Data protection
   • UPASS confirms that the Partner acts as a data controller with respect to all Authorized User Data (or Customer Data containing personal data). To the extent that UPASS has access to and processes any such Authorized User Data (or Customer Data containing Personal Data) in providing the Services, UPASS will make reasonable efforts to:
     • keep all personal data of the Partner and Authorized Users of the Partner secure and have at all times appropriate technical and organizational measures to ensure an appropriate level of security for the processing of such personal data of the Partner and Authorized Users and to protect such personal data against unauthorized or unlawful processing or accidental loss, destruction or damage;
     • maintain the integrity of such personal data of the Partner and Authorized Users and prevent the loss or damage of personal data;
     • processes only the personal data of the Partner and the Authorized Users in accordance with the Privacy Policy and procedures for processing personal data of UPASS;
     • promptly inform Partner of any security breach, potential security breach, loss, data leakage or unauthorized disclosure with respect to any personal data (collectively, a “Data Breach”), investigate the data breach, take all necessary steps to eliminate the cause of the data breach and prevent recurrence (to the extent that this cause is under the control of UPASS); and
     • provide the necessary assistance and information to the Partner, in order to facilitate and fulfill its obligations according to the General Data Protection Regulation (EU) 2016 / 679.
   • For the purposes of this document, the terms “data controller”, “personal data”, “process” and “processing” have the meaning set out in the General Data Protection Regulation (EU) 2016 / 679.
   • UPASS will at all times comply with all applicable privacy laws.

1. Confidentiality
   • Either party may access the other party’s Confidential Information in order to perform its obligations under this Agreement. Confidential Information of a party shall not be deemed to include information that:
     • is or becomes publicly known except through an act or omission of the receiving party;
     • was lawfully in the other party’s possession prior to disclosure;
     • is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
     • is independently developed by the receiving party, which independent development can be demonstrated by written evidence; or
     • is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative authority.
   • Each party shall keep the other’s Confidential Information confidential and, unless required by law, shall not disclose the other party’s Confidential Information to any third party or use the Confidential Information for purposes other than the performance of this Agreement. Each party shall take all reasonable steps to ensure that the Confidential Information of the other party to which it has access is not disclosed or disseminated by its employees or agents in violation of the terms of this Agreement. Neither party shall be responsible for any loss, destruction, alteration or disclosure of confidential information caused by any third party.
   • The Partner acknowledges that details of the Software, Services, UPASS Data and the results of any performance tests of the Services constitute UPASS Confidential Information. UPASS confirms that the Partner Data is confidential information of the Partner.
   • UPASS has the right to name the Partner as a reference for marketing purposes, except when the Partner expressly informs UPASS otherwise in writing, provided that the Partner acts reasonably.
2. Correspondence. Complaints and reports
   • The Partner and Authorized Users may use the following channels for correspondence regarding problems with the Services, as well as for filing complaints and reports:
     • To an e-mail with the address – support@urbostudio.com
     • Through the contact form located in the contacts section
     • Sent signals are considered and resolved according to the terms laid down in
   • The written form of correspondence is considered to be complied with if electronic messages are used.
   • In the event of an unsatisfactory response or in the event of an unresolved dispute between the parties, they should resolve the matter through negotiations and mutual concessions. In the event that this proves impossible, unresolved disputes will be referred for resolution to the competent court in the city of Sofia.

• Other provisions
  • All intellectual property rights that have arisen or may arise in the Software, including but not limited to program code, trademarks, graphic design, know-how, licenses, rights to technical information and documentation, copyrights in software, program code and /or databases are the exclusive property of UPASS JSC. Partner may not use the Software and Services in a manner and for purposes that violate intellectual property rights or other applicable law.
  • UPASS JSC reserves the right to temporarily or permanently restrict a Partner’s access to the Software in case of suspected violations of these General Terms and Conditions or use of the Software to achieve unauthorized purposes or in violation of the applicable regulations. In case of abuse, all available services in the Partner’s user profile may be blocked and/or the corresponding user profile may be closed. These actions do not limit or exclude the possibility of seeking other forms of liability under applicable law.
  • These Terms and Conditions may be modified upon notification to End Users. Any amendment shall be effective immediately after the date of publication, unless otherwise expressly stated.
  • Regarding the application and interpretation of these General Terms and Conditions, including the unresolved issues, the current Bulgarian legislation shall apply.

Version: 1.2.

Date of acceptance: 01/01/2022

Date of last update: 26/01/2022