End User License Agreement (EULA)

Entering into this Agreement: This End User License Agreement constitutes a valid and binding agreement between Vedivi Limited and You, as a user, for the use of the WallCooler Software. You must enter into this Agreement by clicking on the I Agree button in order to install and use the WallCooler Software. You hereby agree and acknowledge that this Agreement covers all Your use of WallCooler Software, whether it be from this installation or from any other terminals where WallCooler Software has been installed, by You or by third parties. Furthermore, by installing and continuing to use the WallCooler Software You agree to be bound by the terms of this Agreement and any new versions hereof.

Electronic Signatures and Agreement(s): You acknowledge and agree that by clicking on the I Agree button or similar buttons or links as may be designated by Vedivi Limited to show Your approval of any foregoing texts and/or to download and install the WallCooler Software, You are entering into a legally binding contract. You hereby 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 the WallCooler Software. Furthermore, You hereby 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 virtual private network or internet-based applications according to age, or which restricts the ability to enter into agreements such as this agreement 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 WallCooler Software. Furthermore, if You are residing in a jurisdiction where it is forbidden by law to offer or use software for internet communication, You may not enter into this Agreement and You may not download, install or use the WallCooler Software. By entering into this Agreement You explicitly state that You have verified in Your own jurisdiction if Your use of the WallCooler Software is allowed.

1.1 Affiliate: any corporation, company or other entity that directly or indirectly controls, is controlled by, or is under common control with, Vedivi Limited. For the purpose of this definition, the word "control" shall mean the direct or indirect ownership of more than fifty percent (50%) of the outstanding voting stock of the corporation, company, or other entity.

1.2 Agreement: this End User License Agreement, as may be renewed, modified and/or amended from time to time.

1.3 Documentation: any online or otherwise enclosed documentation provided by Vedivi Limited.

1.4 Effective Date: the date on which this Agreement is entered into by clicking on the I Agree button as stated above.

1.5 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 the WallCooler Software, the Documentation, the Vedivi Websites or the Vedivi Promotional Materials

1.6 Password: refers to a code You select, which, in combination with the User e-mail address, gives You access to Your User Account;

1.7 Vedivi: refers to the company established under the laws of the United Kingdom, Vedivi Limited, with its address at 36 Lennox Gardens, SW1X 0DH London, United Kingdom, reg.no (04162220), VAT no. (845466108).

1.8 Vedivi Promotional Materials: any and all trademarks, names, signs, logos, banners and any other materials, in whatever form, owned and/or used by Vedivi for the promotion of its company, its products and activities.

1.9 WallCooler Software: the software distributed by Vedivi for virtual private networks and internet communication applications, including without limitation the WallCooler UI and Documentation, as well as any future programming fixes, updates and upgrades thereof.

1.10 Vedivi Staff: the officers, directors, employees and agents of Vedivi or its Affiliates, or any other persons hired by Vedivi or its Affiliates.

1.11 Vedivi Website: any and all elements, contents and the ‘look and feel’ of the website available under the URL www.vedivi.com, – among other URL’s –, from which website the WallCooler Software can be downloaded.

1.12 Terms of Service: means the agreement between Vedivi Limited and You for the use of the Pass service;

1.13 UI: the user interface of the WallCooler Software.

1.14 User Account: refers to the account with User e-mail and Password that You create for Your use of the WallCooler Software;

1.15 User e-mail: refers to an identification code You selected, and which is Your e-mail address, which in combination with the Password, gives access to Your User Account;

1.16 Pass Service: means the payable services provided under the Terms of Service

1.17 You: you, the end user of the WallCooler Software, also used in the form “Your” where applicable.

2.1 License. Subject to the terms of this Agreement, Vedivi hereby grants You a limited, personal, non-commercial, non-exclusive, non-sub licensable, non-assignable, free of charge license to download, install and use the Vedivi Software on Your computer for the sole purpose of personally using the internet communication applications provided by Vedivi and any other applications that may be explicitly provided by Vedivi. For the avoidance of doubt, You are allowed to use Vedivi 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 the WallCooler Software 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 the WallCooler Software or any part thereof.

2.4 Third Parties. You acknowledge and agree that the WallCooler Software may be incorporated into, and may incorporate itself, software and other technology owned and controlled by third parties. Any such third party software or technology that is incorporated in the WallCooler Software falls under the scope of this Agreement. Any and all other third party software or technology that may be distributed together with the WallCooler Software will be 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 Vedivi or its Affiliates regarding such third party software or technology and you will look solely to the applicable third party and not to Vedivi or its Affiliates to enforce any of your rights.

2.5 New Versions of the WallCooler Software. Vedivi, in its sole discretion, reserves the right to add additional features or functions, or to provide programming fixes, updates and upgrades, to the WallCooler Software.

You acknowledge and agree that Vedivi has no obligation to make available to You any subsequent versions of the WallCooler Software. You also agree that you may have to enter into a renewed version of this Agreement, in the event you want to download, install or use a new version of the WallCooler Software.

Furthermore, You acknowledge and agree that Vedivi, in its sole discretion, may modify or discontinue or suspend Your ability to use any version of the WallCooler Software, and/or disable any WallCooler 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 Vedivi’s discretion, are in breach of this Agreement, creating problems, possible legal liabilities, acting inconsistently with the letter or spirit of our policies, which can be found at www.vedivi.com/products/wallcooler/usageGuideLines, or engaging in fraudulent, immoral or illegal activities, or for other similar reasons. Vedivi 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 the WallCooler Software and
(2) by the suspension or termination of the license or this Agreement by Vedivi and/or by You.

2.6 Paid Services. This Agreement applies to downloading, installing and using the WallCooler Software, free of charge. The use of any paid services which may be offered by Vedivi or its Affiliates, is subject to the additional Terms of Service that are published on the Vedivi Website.

3.1 Distribution of WallCooler Software. You are not allowed to distribute the WallCooler 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 Vedivi Website.

3.2 Any other Exceptions. If You are interested in doing anything else than permitted under this Agreement or by the Distribution Terms, You will have to obtain Vedivi’s previous written consent and explicitly agree upon any further (commercial) terms.

3.3 Vedivi Promotional Materials. Nothing in this Agreement will give You any right to use the Vedivi Promotional Materials.

4.1 Utilization of Your computer. You hereby acknowledge that the WallCooler Software may utilize the processor and bandwidth of the computer (or other applicable device) You are utilizing, for the limited purpose of facilitating the communication between your computers running the WallCooler Software.

4.2 Protection of Your computer (resources). You understand that the WallCooler Software will use its commercially reasonable efforts to protect the privacy and integrity of the computer resources (or other applicable device) You are utilizing and of Your communication, however, You acknowledge and agree that Vedivi cannot give any warranties in this respect.

5.1 Vedivi’s Confidential Information. You agree to take all reasonable steps at all times to protect and keep strictly confidential any confidential information regarding Vedivi, its Affiliates, the Vedivi Staff, the WallCooler Software and the IP Rights.

5.2 Your Confidential Information and Your Privacy. Vedivi is committed to respecting Your privacy and the confidentiality of Your personal data. The “Privacy Policy” that is published on the Vedivi Website at www.vedivi.com/company/legal/privacyPolicy applies to the use of Your personal data, the traffic data as well as the content contained in Your communication(s). We do not sell or rent Your personal information to third parties for their marketing purposes 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 that 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 do not use our services.

6.1 Exclusive Ownership. You acknowledge and agree that any and all IP Rights to or arising from the WallCooler Software are and shall remain the exclusive property of Vedivi 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 jeopardize, limit or interfere with the IP Rights. You acknowledge and agree that any unauthorized 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 the WallCooler Software, but may be accessed through use of the WallCooler 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 IP Rights of Vedivi and/or its licensors in WallCooler Software, You retain the intellectual property rights You may have in the applications, materials, products or processes You create which are based on or utilize the WallCooler Software. You hereby release and covenant not to hold liable Vedivi or its Affiliates, or any of their licensees, assigns 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 WallCooler Software; and
(b) which otherwise may arise in connection with Your use of, reliance on, or reference to the WallCooler Software. As between You and Vedivi, Vedivi and its licensors retain the IP Rights in and to the WallCooler Software and any derivative works thereto created by or for Vedivi 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 Vedivi’s rights and ownership thereof, whether such notice or indications are affixed on, contained in or otherwise connected to any materials.

7.1 Communication. Installing WallCooler Software enables You to send and receive data with other WallCooler Software users.

7.2 No Warranties. Vedivi cannot guarantee that You will always be able to exchange data with other WallCooler Software users, nor can Vedivi guarantee that You can exchange data without disruptions, delays or communication-related flaws or that all Your data shall always be delivered to other WallCooler Software users. Vedivi will not be liable for any such disruptions, delays or other omissions in any communication experienced when using Vedivi Software.

7.3 No Responsibility of Content. You acknowledge and understand that the content of the communication spread by the use of the WallCooler 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. Vedivi will not be liable for any type of communication spread by means of the WallCooler Software.

7.4 Lawful purposes. You acknowledge and agree to use the WallCooler 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 the WallCooler 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 be effective as of the Effective Date and will remain effective until terminated by either Vedivi or You as set forth below.

8.2 Termination by Vedivi. Without limiting other remedies, Vedivi may limit, suspend, or terminate this license and Your use of WallCooler Software, prohibit access to Vedivi Website and delete Your User Account and/or User e-mail, with immediate effect, if we think that You are in breach of this Agreement, creating problems, possible legal liabilities, acting inconsistently with the letter or spirit of our policies, which can be found at www.vedivi.com/products/wallcooler/usageGuideLines, infringing someone else’s intellectual property rights, engaging in fraudulent, immoral or illegal activities, or for other similar reasons. Vedivi 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 will meet with the conditions as set forth 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 the WallCooler Software shall terminate, and
(b) will cease any and all use of the WallCooler Software, and
(c) will remove the WallCooler Software from all hard drives, networks and other storage media and destroy all copies of the WallCooler Software in Your possession or under Your control.

8.5 No liability. Vedivi will not be liable in respect to any damage caused by the termination of this Agreement.

9.1 Representations. You represent and warrant that You are authorized 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 the WallCooler Software.

9.2 Indemnification. You agree to indemnify, defend and hold Vedivi, Affiliates and the Vedivi Staff harmless from and against any and all liability and costs, including reasonable attorneys’ 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 the WallCooler Software, or
(e) communication spread by means of the WallCooler Software.

9.3 Export Restrictions. You acknowledge that the WallCooler 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 the WallCooler Software as well as end-user, end-use and destination restrictions issued by national governments.

10.1 No warranties. THE WALLCOOLER SOFTWARE IS PROVIDED “AS IS”, WITH NO WARRANTIES WHATSOEVER; VEDIVI DOES NOT, EITHER EXPRESSED, IMPLIED OR STATUTORY, MAKE ANY WARRANTIES, CLAIMS OR REPRESENTATIONS WITH RESPECT TO THE WALLCOOLER SOFTWARE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR USE OR A PARTICULAR PURPOSE. VEDIVI FURTHER DOES NOT REPRESENT OR WARRANT THAT THE WALLCOOLER SOFTWARE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE AND ERROR-FREE OR WILL OPERATE WITHOUT PACKET LOSS, NOR DOES VEDIVI WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET, OR ANY QUALITY OF COMMUNICATION MADE THROUGH THE WALLCOOLER SOFTWARE.

10.2 Your own Risk. You acknowledge and agree that the entire risk arising out of the use or performance of the WallCooler Software remains with You, to the maximum extent permitted by law.

10.3 Jurisdiction’s Limitations. As some jurisdictions do not allow some of the exclusions or limitations as set forth 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. The WallCooler Software is being provided to You free of charge. ACCORDINGLY, YOU ACKNOWLEDGE AND AGREE THAT VEDIVI, ITS AFFILIATES, ITS LICENSORS AND THE VEDIVI STAFF WILL HAVE NO LIABILITY IN CONNECTION WITH OR ARISING FROM YOUR USE OF THE WALLCOOLER SOFTWARE, AS SET FORTH BELOW.

11.2 Limitation of Liability. IN NO EVENT SHALL VEDIVI, ITS AFFILIATES, ITS LICENSORS OR THE VEDIVI 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 THE WALLCOOLER SOFTWARE, EVEN IF VEDIVI, ITS AFFILIATES OR THE VEDIVI 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 WALLCOOLER SOFTWARE IS TO DEINSTALL AND CEASE USE OF SUCH WALLCOOLER SOFTWARE.

12.1 New versions of the Agreement. Vedivi 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 Vedivi 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 on the I agree button. The express acceptance by You, or Your continued use of the WallCooler 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.vedivi.com/products/wallcooler/eula. Vedivi 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 Vedivi 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 enforceable 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 Vedivi 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 Vedivi.

12.5 No Assignment by You. You are not allowed to assign this Agreement or any rights hereunder.

12.6 Assignment by Vedivi. Vedivi is allowed at its sole discretion to assign this Agreement or any rights hereunder to any Affiliate, without giving prior notice.

12.7 Governing Law, Jurisdiction and Venue. This Agreement shall be governed by the laws of England. Each party agrees that any suit that it brings in relation to this Agreement shall be brought in a court sitting in England, and that venue is proper in England. Each party agrees not to dispute the personal jurisdiction of a court sitting in England.

12.8 Severability. If any provision of this Agreement is adjudged by any court of competent jurisdiction to be unenforceable or invalid, and that provision is capable of being limited or eliminated without destroying the material economic incentives of the parties embodied by this Agreement then such provision shall be so limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

12.9 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of Luxembourg without giving effect to any conflict of laws or provisions whether contained in Luxembourg law or the laws of your current state or country of residence.

12.10 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 SET FORTH HEREIN. BY CLICKING ON THE I AGREE BUTTON AND/OR CONTINUING TO INSTALL THE WALLCOOLER SOFTWARE, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO VEDIVI THE RIGHTS SET FORTH HEREIN.