By accepting this End User License Agreement, you agree to receive updates, promotions, and other relevant information from VoipClub via both email and SMS.
Before reading the articles below, please note the following preliminary terms (these use some of the definitions specified in Article 1):
Entering into this Agreement:
This End User License Agreement constitutes a valid and binding agreement between VoipClub S.A and you, the user, for the use of
VoipClub Software. You must accept this Agreement by clicking ACCEPT before you can install and use VoipClub Software. By accepting, you
agree that this Agreement covers all your use of VoipClub Software.
By accepting, you agree that this Agreement covers all your use of VoipClub Software. By installing and continuing to use
VoipClub Software, you agree to be bound by the terms of this Agreement and any new versions thereafter.
Electronic
Signatures and Agreement(s): You acknowledge and agree that you are entering into a legally
binding contract by clicking ACCEPT or similar buttons or links as may be designated by VoipClub to show
your approval of any foregoing texts and/or to download and install VoipClub Software. You also agree to the use of electronic
communication in order to enter into contracts, place orders and create other records and to the electronic delivery of notices,
policies and records of transactions initiated or completed through VoipClub Software. Furthermore, you waive any rights or requirements
under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of
non-electronic records, to the extent permitted under applicable mandatory law.
Jurisdiction’s
Restrictions:
If you are residing in a jurisdiction which restricts the use of mobile-based applications e.g. according to age, or which restricts
the ability to enter into agreements such as this agreement e.g, according to age and you are under such a jurisdiction and under such
age limit, you may not enter into this Agreement and download, install or use the VoipClub Software. By entering into this Agreement
you explicitly acknowledge that you have verified in your own jurisdiction that your use of VoipClub Software is allowed.
In this Agreement the following capitalized definitions are used, singular as well as plural.
1.1 Agreement: This End User License Agreement, as may be renewed, modified and/or
amended from time to time.
1.2 Documentation: Any online or enclosed documentation provided by VoipClub.
1.3 Effective Date: The date on which this Agreement is entered into by clicking ACCEPT as stated above.
1.4 IP Rights: Any and all intellectual property rights, including but not limited to copyrights, trademarks and patents, as well as know-how and trade
secrets contained in or relating to VoipClub Software, the Documentation, the VoipClub Website or VoipClub Promotional Materials.
1.5 Password: A code you may select, which, in combination with the User ID, gives you access to your User Account.
1.6 VoipClub: is a brand name and belongs to VOIPSER LIMITED Under this Privacy
Statement, the company is incorporated under the laws of UK with the Company's address: THE APEX, 2 SHERIFFS ORCHARD, COVENTRY, WEST MIDLANDS, CV1 3PP, UNITED KINGDOM
1.7 VoipClub API: The application program interface consisting of the set of routines
utilised by VoipClub Software to provide the VoipClub Software functionality for a given platform or operating system, VoipClub API
being included in or linked to the VoipClub Software.
1.8 VoipClub Online Material: The VoipClub banner available for download on the VoipClub Website,
consisting of a VoipClub logo and a link to the VoipClub Website.
1.9 VoipClub Promotional Materials: Any and all trademarks, names, signs, logos, banners, VoipClub Online
Material and any other materials, in whatever form, owned and/or used
by VoipClub for the promotion of its company, its products and
activities.
1.10
VoipClub Software:
The software distributed by VoipClub for Mobile telephony
applications, including without limitation the VoipClub API, UI, and
Documentation, as well as any future programming fixes, updates and
upgrades.
1.11
VoipClub Staff:
The officers, directors, employees and agents of VoipClub or any
other persons engaged by VoipClub.
1.12
VoipClub Website:
Any and all elements, contents and the ‘look and feel’ of
the Website available under the URL www.VoipClub.biz – among
other URLs – from which VoipClub Software can be
downloaded.
1.13
UI:
The user interface of VoipClub Software.
1.14
User Account:
The account with User ID and Password that you create for your use of
VoipClub Software and the VoipClub Website.
1.15
User ID:
An identification code you select, which in combination with the
Password, gives access to your User Account.
1.16
VoipClub Service:
The payable services provided by VoipClub.
1.17
You:
You, the end user of VoipClub Software, also used in the form "your"
where applicable.
2.1
License:
Subject to the terms of this Agreement, VoipClub grants you a
limited, personal, non-commercial, non-exclusive, non-sub licensable,
non-assignable, free of charge license to download, install and use
the VoipClub Software on your computer, phone or PDA for the sole
purpose of personally using the telephony applications provided by
VoipClub and any other applications that may be explicitly provided
by VoipClub. To avoid doubt, you are allowed to use VoipClub Software
at work, in accordance with the terms of this Agreement.
2.2
No Granting of Rights to Third Parties:
You will not sell, assign, rent, lease, distribute, export, import,
act as an intermediary or provider, or otherwise grant rights to
third parties with regard to this Agreement with VOIPSER LIMITED or
any part thereof.
2.3
No Modifications:
You will not undertake, cause, permit or authorize the modification,
creation of derivative works, translation, reverse engineering,
decompiling, disassembling or hacking of VoipClub Software or any
part thereof.
2.4
Third Parties:
You acknowledge and agree that VoipClub Software may be incorporated,
and may incorporate itself, into software and other technology owned
and controlled by third parties. Any such third party software or
technology that is incorporated in VoipClub Software falls under the
scope of this Agreement. Any and all other third party software or
technology that may be distributed together with VoipClub Software is
subject to you explicitly accepting a license agreement with that
third party. You acknowledge and agree that you will not enter into a
contractual relationship with VoipClub regarding such third party
software or technology and you will look solely to the applicable
third party and not to VoipClub to enforce any of your rights.
2.5
New Versions of VoipClub Software:
VoipClub, at its sole discretion, reserves the right to add
additional features or functions, or to provide programming fixes,
updates and upgrades, to VoipClub Software. You acknowledge and agree
that VoipClub has no obligation to make available to you any
subsequent versions of VoipClub Software. You also agree that you may
have to enter into a renewed version of this Agreement, if you
download, install or use a new version of VoipClub Software.
Furthermore, you acknowledge and agree that VoipClub, at its sole
discretion, may modify, discontinue or suspend your use of any
version of the VoipClub Software, and/or disable any VoipClub
Software you may already have accessed or installed without any
notice to you, for the repair, improvement, and/or upgrade of the
underlying technology or for any other justifiable reason, including
but not limited to, circumstances where you, at VoipClub's
discretion, are in breach of this Agreement, creating problems or
possible legal liabilities, acting inconsistently with the letter or
spirit of the policies of VoipClub (which can be found at
https://www.VoipClub.biz), or engaging in fraudulent, immoral or
illegal activities, or for other similar reasons. VoipClub will not
accept any liability in relation to the direct or indirect damages
caused by: (1)
the release and/or the absence of release of new versions of VoipClub
Software; and (2)
the suspension or termination of the license or this Agreement by
VoipClub and/or by you.
2.6
Paid Services:
This Agreement applies to downloading, installing and using VoipClub
Software, free of charge. Conditions for the use of any paid
services, which may be offered by VoipClub, are published on the
VoipClub Website.
IMPORTANT:
The prices published by VoipClub on the Website and in any original
marketing material approved by VoipClub apply to VoipClub services
only. Your local provider may make additional call initiation
charges. Any such local call charge is outside the VoipClub
Agreement.
3.1
Distribution of VoipClub Software:
You are not allowed to distribute VoipClub Software under this
Agreement. For the right to distribute, you will have to agree to and
meet with the Distribution Terms as published on the VoipClub
Website.
3.2
Distribution of VoipClub API:
Under this Agreement you are not allowed to use the VoipClub API in
connection with applications that you (or any third party) distribute
or intend to distribute. If you wish to distribute your application,
which uses the VoipClub API, you will have to agree to and meet with
the VoipClub API Terms of Use as published on the VoipClub
Website.
3.3
Use of the VoipClub API:
You may make use of the VoipClub API, subject to license terms in
Article 2 and for the sole purpose of enabling your application to
connect with VoipClub Software, provided that:
3.3.1
All such use of the VoipClub API is carried out for legitimate
purposes and shall in no way and to no extent adversely affect the
functionality or performance of VoipClub Software or services
provided by VoipClub;
3.3.2
You will not remove, overtake, hide or otherwise make the UI
inaccessible for end users;
3.3.3
You will monitor the VoipClub Website in order to ensure that you are
aware of any changes in the applicable legal documents. If you cannot
agree to any changes in any applicable legal documents, you will
immediately cease any and all use of the VoipClub API and, where
applicable, any and all use of VoipClub Software; and
3.3.4
You acknowledge and agree that your use of the VoipClub API will be
at your own risk and account.
3.4
Any other Exceptions:
If you are interested in doing anything further than currently
permitted under this Agreement or by the Distribution Terms or the
VoipClub API Terms of Use, you must obtain VoipClub's prior written
consent and explicitly agree upon any further (commercial)
terms.
3.5
VoipClub Promotional Materials:
Nothing in this Agreement will give you any right to use the VoipClub
Promotional Materials.
3.6
Emergency services:
VoipClub is not a replacement for your telephone service and you
cannot make emergency calls using VoipClub Service. Therefore Neither
999, 112, 911
nor e-911 service nor any other emergency service is
available through the VoipClub service.
For Emergency numbers you
must use your normal telephone service.
3.7
VoipClub Service:
You may not sell, assign, rent, lease, distribute, export, import,
act as an intermediary or provider, or otherwise grant rights to
third parties with regard to the VoipClub Service or any part
thereof.
4.1
Utilisation of your Computer:
You acknowledge that VoipClub may utilise the processor and bandwidth
of the computer (or other applicable device) you are using, for the
limited purpose of facilitating the communication between you and
VoipClub.
4.2
Protection of your Computer (Resources):
You understand that VoipClub will use all commercially reasonable
efforts to protect the privacy and integrity of the computer
resources (or other applicable device) you are utilising and your
communications, however you must acknowledge and agree that VoipClub
cannot give any warranties in this respect.
5.1
VoipClub’s Confidential Information:
You agree to take all reasonable steps at all times to protect and
keep strictly confidential any confidential information regarding
VoipClub, its Affiliates, the VoipClub Staff, the VoipClub Software
and the IP Rights.
5.2
Your Confidential Information and your Privacy:
VoipClub is committed to respecting your privacy and the
confidentiality of your personal data. The Privacy Policy that is
published on the VoipClub Website (www.VoipClub.biz) applies to the
use of your personal data, the traffic data and the content contained
in your communication(s). We do not sell or rent your personal
information to third parties for their marketing purposes without
your explicit consent and we use your information only as described
in the Privacy Policy. We store and process your information on
computers that may be located outside your country and are protected
by physical as well as technological security devices. You can access
and modify the information you provide in accordance with the Privacy
Policy. If you object to your information being transferred or used
in this way, please refrain from using our services.
6.1
Exclusive Ownership:
You acknowledge and agree that any and all IP Rights to or arising
from VoipClub Software are and shall remain the exclusive property of
VoipClub and/or its licensors. Nothing in this Agreement intends to
transfer any such IP Rights to, or to vest any such IP Rights in,
you. You are only entitled to the limited use of the IP Rights
granted to you in this Agreement. You will not take any action to
jeopardise, limit or interfere with the IP Rights. You acknowledge
and agree that any unauthorised use of the IP Rights is a violation
of this Agreement as well as a violation of intellectual property
laws, including without limitation copyright laws and trademark laws.
You acknowledge and understand that all title and IP Rights in and to
any third party content that is not contained in VoipClub Software,
but may be accessed through use of VoipClub Software, is the property
of the respective content owners and may be protected by applicable
copyright or other intellectual property laws and treaties.
6.2
With the exception of the IP Rights of VoipClub and/or its licensors
in VoipClub Software (including the VoipClub API), you retain the
intellectual property rights you may have in the applications,
materials, products or processes you create which are based on or
utilise the VoipClub API. You release and covenant not to hold liable
VoipClub or its Affiliates, or any of their licensees, assignees or
successors, for any and all damages, liabilities, causes of action,
judgments or claims (a) pertaining to any intellectual property you
develop that is based on, uses, or relates to the VoipClub API; and
(b) which otherwise may arise in connection with your use of,
reliance on, or reference to the VoipClub API. VoipClub and its
licensors retain the IP Rights in and to VoipClub Software (including
the VoipClub API) and any derivative works created by or for VoipClub
or its licensors.
6.3
No Removal of Notices:
You agree that you will not remove, obscure, make illegible or alter
any notices or indications of the IP Rights and/or VoipClub's rights
and ownership thereof, whether such notice or indications are affixed
on, contained in or otherwise connected to such materials.
6.4
Translations:
You acknowledge and agree that the intellectual property rights
regarding any translations made by you of any information on or
accessible through the VoipClub Website or as otherwise requested of
you by VoipClub at any time prior to or subsequent to the Effective
Date will be and remain the sole and exclusive property of VoipClub
without any compensation to you.
7.1
Communication:
Installing VoipClub Software enables you to make international calls
from your mobile to mobiles or landlines anywhere in the world.
7.2
No Warranties:
VoipClub cannot guarantee that you will always be able to communicate
with your intended call recipients, nor can VoipClub guarantee that
you can communicate without disruptions, delays or
communication-related flaws or that all your communication shall
always be delivered to your intended call recipients. VoipClub will
not be liable for any such disruptions, delays or other omissions in
any communication experienced when using VoipClub Software.
7.3
No Responsibility of Content:
You acknowledge and understand that the content of the communication
spread by the use of the VoipClub Software is entirely the
responsibility of the person from whom such content originated. You,
therefore, may be exposed to content that is offensive, harmful to
minors, indecent or otherwise objectionable. VoipClub will not be
liable for any type of communication spread by means of the VoipClub
Software.
7.4
Lawful Purposes:
You acknowledge and agree to use the VoipClub Software solely for
lawful purposes. In this respect you may not, without limitation: (a)
intercept or monitor, damage or modify any communication which is not
intended for you, (b)
use any type of spider, virus, worm, Trojan horse, time bomb or any
other codes or instructions that are designed to distort, delete,
damage or disassemble VoipClub Software or the communication; (c)
send any unsolicited commercial communication not permitted by
applicable law; or (d)
expose any other user to material which is offensive, harmful to
minors, indecent or otherwise objectionable.
8.1
Term:
This Agreement will come into effect as of the Effective Date and
will remain in effect until terminated by either VoipClub or you as
outlined below.
8.2
Termination by VoipClub:
Without limiting other remedies, VoipClub may limit, suspend, or
terminate this license and your use of VoipClub Software, prohibit
access to the VoipClub Website and delete your User Account and/or
User ID, with immediate effect, if we think that you are in breach of
this Agreement, creating problems or possible legal liabilities,
acting inconsistently with the letter or spirit of our policies
(which can be found at www.VoipClub.biz), infringing someone else's
intellectual property rights, engaging in fraudulent, immoral or
illegal activities, or for other similar reasons. VoipClub shall
effect such termination by providing notice to you to the email
address you have provided, and/or by preventing your access to the
respective User Account. We reserve the right to cancel User Accounts
that have been inactive for more than one (1) year.
8.3
Termination by you:
You may terminate this Agreement with immediate effect at any time,
with or without cause and without recourse to the courts, provided
that you meet the conditions outlined in Article 8.4 below.
8.4
Consequences of Termination:
Upon termination of this Agreement, you: (a) acknowledge and agree
that all licenses and rights to use VoipClub Software shall
terminate; (b) will cease any and all use of VoipClub Software; and
(c) will remove VoipClub Software from all hard drives, networks and
other storage media and destroy all copies of VoipClub Software in
your possession or under your control.
8.5
No liability:
VoipClub will not be liable for any damage caused by the termination
of this Agreement.
9.1
Representations:
You represent and warrant that you are authorised to enter into this
Agreement and comply with its terms. Furthermore, you represent and
warrant that you will at any and all times meet with your obligations
hereunder, as well as any and all laws, regulations and policies that
may apply to the use of VoipClub Software.
9.2
Indemnification:
You agree to indemnify VoipClub, its Affiliates and Staff against any
and all liability and costs, including reasonable attorney's fees
incurred by said parties, in connection with or arising out of your:
(a)
violation or breach of any term of this Agreement or any applicable
law or regulation, whether or not referenced herein, or; (b)
violation of any rights of any third party; or (c)
use or misuse of VoipClub Software; or (d)
use and/or modification of the VoipClub API; or (e)
communication spread by means of VoipClub Software.
9.3
Export Restrictions:
You acknowledge that VoipClub Software may be subject to
international rules that govern the export of software. You agree to
comply with all applicable international and national laws that apply
to VoipClub Software as well as end-user, end-use and destination
restrictions issued by national governments.
10.1
No warranties:
VOIPCLUB SOFTWARE IS PROVIDED "AS IS", WITH NO WARRANTIES
WHATSOEVER; VOIPCLUB DOES NOT, EITHER EXPRESSLY, IMPLIEDLY OR
STATUTORILY, MAKE ANY WARRANTIES, CLAIMS OR REPRESENTATIONS WITH
RESPECT TO VOIPCLUB SOFTWARE, INCLUDING, WITHOUT LIMITATION,
WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT,
MERCHANTABILITY, OR FITNESS FOR USE OR A PARTICULAR PURPOSE. VOIPCLUB
DOES NOT REPRESENT OR WARRANT THAT THE VOIPCLUB SOFTWARE WILL ALWAYS
BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE,
COMPLETE AND ERROR-FREE OR WILL OPERATE WITHOUT PACKET LOSS, NOR DOES
VOIPCLUB WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET,
OR ANY QUALITY OF CALLS MADE THROUGH VOIPCLUB SOFTWARE.
10.2
Your Own Risk:
You acknowledge and agree that the entire risk arising out of the use
or performance of VoipClub Software remains with you, to the maximum
extent permitted by law.
10.3
Claims against VoipClub:
By using the VoipClub application you accept that VoipClub is not
responsible for any additional cost that your mobile network provider
may charge you for using the services offered by VoipClub.
Cost
of charges on local or roaming based airtime or data send using GPRS
or any other mobile operators needed services cannot be brought
against VoipClub in any way. VoipClub is not to cover any claims
coming from the operators side for using the VoipClub applications in
any way. Refund of payments done to VoipClub for any of its services
is not refundable no matter errors caused.
10.4
Jurisdiction’s Limitations:
As some jurisdictions do not allow some of the exclusions or
limitations as outlined above, some of these exclusions or
limitations may not apply to you. In such event the liability will be
limited as far as legally possible under the applicable legislation.
11.1
No Liability:
VoipClub Software is being provided to you free of charge.
ACCORDINGLY, YOU ACKNOWLEDGE AND AGREE THAT VOIPCLUB, ITS AFFILATES
AND STAFF WILL HAVE NO LIABILITY IN CONNECTION WITH OR ARISING FROM
YOUR USE OF VOIPCLUB SOFTWARE, AS OUTLINED BELOW.
11.2
Limitation of Liability:
IN NO EVENT SHALL VOIPCLUB, ITS AFFILIATES OR STAFF BE LIABLE,
WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT
LIABILITY OR ANY OTHER FORM OF LIABILITY, FOR ANY INDIRECT,
INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT
LIMITATION ANY LOSS OF DATA, INTERRUPTION, COMPUTER FAILURE OR
PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE VOIPCLUB
SOFTWARE, EVEN IF VOIPCLUB, ITS AFFILIATES AND/OR STAFF HAVE BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.3
Remedy:
YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR
DISSATISFACTION WITH THE VOIPCLUB SOFTWARE IS TO UNINSTALL AND CEASE
USE OF SUCH VOIPCLUB SOFTWARE.
11.4
Jurisdiction’s Limitations:
As some jurisdictions do not allow some of the exclusions or
limitations as outlined above, some of these exclusions or
limitations may not apply to you. In such event, the liability will
be limited as far as legally possible under the applicable
legislation.
12.1
New Versions of the Agreement:
VoipClub reserves the right to modify this Agreement at any time by
providing such revised Agreement to you or by publishing the revised
Agreement on the VoipClub Website. The revised Agreement shall become
effective within thirty (30)
days of such publishing or provision to you, unless you expressly
accept the revised Agreement earlier by clicking ACCEPT.
The express acceptance by you, or your continued use of VoipClub
Software after expiry of the notice period of thirty (30)
days, shall constitute your acceptance to be bound by the terms and
conditions of the revised Agreement. You can find the latest version
of this Agreement at www.VoipClub.biz. VoipClub reserves the right to
make changes to this Agreement from time to time.
12.2
Entire Agreement:
The terms and conditions of this Agreement constitute the entire
agreement between you and VoipClub with respect to the subject matter
hereof and will supersede and replace all prior understandings and
agreements, in whatever form, regarding the subject matter.
12.3
Partial Invalidity:
Should any term or provision hereof be deemed invalid, void or
unenforceable either in its entirety or in a particular application,
the remainder of this Agreement shall nonetheless remain in full
force and effect.
12.4
No Waiver:
The failure of VoipClub at any time or times to require performance
of any provisions hereof shall in no manner affect its right at a
later time to enforce the same unless the same is explicitly waived
in writing and signed by VoipClub.
12.5
No Assignment by you:
You are not allowed to assign this Agreement or any rights
hereunder.
12.6
Assignment by VoipClub:
VoipClub is allowed at its sole discretion to assign this Agreement
or any rights hereunder to any Affiliate without giving prior
notice.
12.7
Applicable Law:
This Agreement shall be governed by and construed in accordance with
Danish law without giving effect to any conflict of laws or
provisions, whether contained in Danish law, or the laws of your
current state or country of residence.
12.8
Competent Court:
Any legal proceedings arising out of or relating to this Agreement
will be subject to the jurisdiction of the courts of Denmark.
12.9
Language:
The original English version of this Agreement may have been
translated into other languages. In the event of inconsistency or
discrepancy between the English version and any other language
version of this Agreement, the English language version shall
prevail. YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT
AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS OUTLINED
HEREIN. BY CLICKING ACCEPT
AND/OR CONTINUING TO INSTALL VOIPCLUB SOFTWARE, YOU EXPRESSLY CONSENT
TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO VOIPCLUB THE
RIGHTS SET FORTH HEREIN.
12.10:
This product uses the API's of the different communities like Windows
Live Messenger and Yahoo IM but is not endorsed nor certified by
Microsoft or Yahoo.
12.11:
Acceptance or payment of electronic payment systems (perfectmoney, webmoney,)
can be performed through our partner company Dataclub SA.