VePhone™ END-USER LICENSE AGREEMENT (“EULA”)
IMPORTANT – PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE CONTINUING WITH THIS PROGRAM INSTALL.
GROUP 3 TECHNOLOGY LIMITED (“G3T”) Registered in England No. 04127747 provide the EULA as a legal agreement between you (either an individual or a single entity) and G3T for the use of the VePhone Software.
It is a condition of your use of the VePhone Software (which includes VePhone and VePhoneLite software)that you accept the terms and conditions of this EULA before continuing with this Program install.
BY INSTALLING, COPYING OR OTHERWISE USING THE VEPHONE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE VEPHONE SOFTWARE.
In some countries there are restrictions on the use of software. It is your responsibility to ensure that you are legally permitted to use the VePhone Software where you are located.
1.1 G3T grants to the Licensee a non-exclusive, non-assignable, free of charge licence to install the VePhone Software on a personal computer or other devices, and use the VePhone Software together with associated documentation in conjunction with a valid VePhone User account.
1.2 These terms, once accepted, remain effective from the date of acceptance until terminated by you or G3T in accordance with clause 10, or accordingly updated in accordance with clause 4.4 .
2. LICENSE RESTRICTIONS
Unless otherwise agreed by G3T in writing the Licensee may not: -
2.1 modify, adapt, translate, reverse engineer, decompile, disassemble or attempt to discover the source code of the VePhone Software or convert or translate the VePhone Software to a human perceivable form or allow the VePhone Software to be combined with, or to become incorporated or integrated in, any other programs, software or hardware except as specifically agreed by G3T;
2.2 use the VePhone Software otherwise than in accordance with the Documentation;
2.3 distribute, license, sub-license, lease, lend, transfer or otherwise dispose of any interest in the VePhone Software to any third party; or
2.4 otherwise use the VePhone Software in any manner that is inconsistent with the intended purpose or attempt to do so.
3. PROPRIETARY RIGHTS
3.1. The VePhone Software and Services contain proprietary and confidential information of G3T, including copyrights, trade secrets and trademarks contained therein, which are protected by international copyright laws. Title to and ownership of the VePhone Software, including without limitation all intellectual property rights therein and thereto, are and shall remain the exclusive property of G3T and its suppliers, and except for the limited license granted to you, G3T reserves all right, title and interest in and to the VePhone Software. You shall not take any action to jeopardise, limit or interfere with G3T's ownership of and rights with respect to the VePhone Software and Services. You acknowledge that any unauthorised use of the VePhone Software or Services is a violation of this Agreement and copyright laws and is strictly prohibited.
4. TERMS OF PROVISION
4.1 The VePhone Software is available as a free download. Whilst many features are available you acknowledge that certain functions in the VePhone Software may only be available to paid subscribers. If you do not wish to subscribe, you acknowledge that you cannot access functions and services only available to paid subscribers;
4.2 The VePhone Software may have certain functions that are unavailable on certain types of (older) operating systems, whilst being fully operational on other more up-to-date operating systems;
4.3 The VePhone Software is designed to function with a valid VePhone User account, permitting voice over internet telephony. The VePhone Software is not a replacement for conventional mobiles and fixed line telephony services and may not allow you to make emergency calls to emergency services. You must make alternative arrangements to ensure that you can make emergency calls if needed from wherever you are located.
4.4 The VePhone Software may be upgraded from time to time and improvements and modifications implemented into the VePhone Software. G3T reserves the right to modify this Agreement which will require acceptance prior to installation of the upgraded VePhone Software, such agreement will supercede previous Agreements where relevant.
5. SUPPORT AND MAINTENANCE
5.1 G3T may provide you with support services related to the VePhone Software. Any supplemental software code or instructions provided to you as part of the support shall be considered part of the VePhone Software and subject to the terms and conditions of this EULA;
6. COPYRIGHT AND INTELLECTUAL PROPERTY
6.1 Copyright and all other intellectual property rights whatsoever in the VePhone Software are owned by G3T and its suppliers. The content, structure, organisation and code comprised in the VePhone Software are the valuable trade secrets, and Confidential Information, of G3T;
6.2 Save as set out in Clause 2, this Agreement does not grant the Licensee any intellectual property rights in the VePhone Software and the original and all copies of the VePhone Software shall remain the property of G3T;
6.3 All right, title and interest in any ideas, know-how, and programs comprising enhancements or modifications to the VePhone Software which are developed by or on behalf of G3T in the course of providing any technical or maintenance services shall at all times remain the property of G3T;
6.4 The Licensee will ensure that all copies of the VePhone Software at all times bear the proprietary and other notices contained in or on the original copy of the VePhone Software supplied to the Licensee and shall not remove any proprietary notices, labels, or markings on the VePhone Software including any source code header files or otherwise;
7.1 You are responsible for maintaining the confidentiality and security or your VePhone User account name and password when used with the VePhone Software. You agree that G3T is not responsible for any lost or stolen user account name and password, nor any unauthorised use or any other breach of security. You agree to notify G3T immediately of any unauthorised use or any other breach of security.
7.2. The confidentiality obligations in this Agreement shall not apply to any Confidential Information which is required to be disclosed by applicable law or order of a Court of competent jurisdiction or government department or other competent authority provided that prior to such disclosure the recipient party consults with the other party as to the proposed form, nature and purpose of the disclosure.
8. LIMITED WARRANTY
8.1 The Licensee accepts that the VePhone Software cannot be tested in every possible combination or operating environment. In particular and for the avoidance of doubt G3T does not warrant:
(i) that the VePhone Software will operate in all selected combinations including with any particular third party software or hardware,
(ii) that operation of the VePhone Software will be uninterrupted or error free,
(iii) that operation of the VePhone Software will meet the Licensee's requirements, and
(iv) that the VePhone Software will operate in high risk or mission critical environments;
8.2 Without prejudice to the generality of Clause 8.3, any express or implied warranties herein shall not apply if:
(i) the VePhone Software is not used in accordance with the instructions of G3T,
(ii) the VePhone Software is altered, modified or converted by the Licensee or a third party or combined or integrated with or into third party software,
(iii) a program error in the VePhone Software results from a malfunction of a third party's or the Licensee's equipment or software not supplied by G3T, or
(iv) the VePhone Software is not of a version or release that is being generally supported by G3T;
8.3 Except as provided above, the Software is provided “As Is” and G3T expressly disclaims and excludes, to the maximum extent permitted by law, all other representations, warranties, conditions or other terms, express or implied, including without limitation the implied warranties of non-infringement, satisfactory quality, merchantability or fitness for a particular purpose. G3T does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items contained with the VePhone Software.
9. LIMITATION OF LIABILITY
9.1 In no event shall G3T be liable for any indirect, special, incidental or consequential damages (including loss of profits or data) arising out of the use or inability to use the VePhone Software, whether based on a claim under contract, tort or other legal theory, even if G3T was advised of the possibility of such damages. Because some jurisdictions do not permit the exclusion or limitation of liability for consequential or incidental damages the above limitation relating to liability for consequential damages may not apply to the Licensee.
9.2 G3T's entire liability in contract, tort, negligence or otherwise for damages or other liability in respect of any one incident or a series of connected incidents shall not, in any event, except as provided in Clause 9.1, exceed the amount of the fees paid to G3T under this Agreement in respect of VePhone Software.
10. TERM AND TERMINATION
10.1 This agreement shall commence on the date that the VePhone Software is installed by the Licensee and shall continue until terminated as set out below or until the date (if any) that the VePhone Software is rendered inaccessible or uninstalled, whichever is the earlier;
10.2 Notwithstanding the above this License shall terminate automatically by G3T giving notice to the other following a material breach by the other of any obligation under this Agreement;
10.3 Except as otherwise provided herein, upon the termination of this Agreement for any reason, the Licensee shall cease using the VePhone Software;
10.4 Following termination this Agreement shall remain in force and effect thereafter in respect of any matters, covenants or conditions which shall not have been done, observed or performed prior thereto by the Licensee and G3T shall be at liberty to enforce the same in accordance with the provisions of this Agreement. In particular all provisions relating to obligations of confidentiality and non-disclosure of Confidential Information, obligations of indemnity, ownership of intellectual property, limitation of liability and all other obligations which by their nature are to continue after termination, shall survive termination of this agreement.
10.5 In no event shall G3T, its affiliates, officers, directors, employees, agents or network service providers be liable whether in contract, warranty, tort (including negligence, product liability or strict liability or other theory), for any indirect, incidental, special or consequential damages (including without limitation any loss of data, service interruption, computer failure or pecuniary loss) arising out of the use or inability to use the VePhone Software or the Services, even if G3T has been advised of the possibility of such damages. Your only right with respect to any problems or dissatisfaction with the VePhone Software and/or Services is to uninstall and cease use of such VePhone Software and Services. As some jurisdictions do no allow some of the exclusions set forth in this Section 10.5, some of these exclusions may not apply to you.
11. GENERAL PROVISIONS
11.1 If any part of this Agreement is found void and unenforceable, it will not alter the validity of the remainder of the Agreement, which shall remain valid and enforceable according to its terms;
11.2 G3T may freely assign its rights and obligations hereunder to any Associated Company of G3T;
11.3 G3T shall not be liable for any failure to perform or delay in performance of its obligations hereunder caused by any circumstances beyond its reasonable control including without limitation inaccessibility of the Internet, government action, war, act of God, all types of industrial disputes, lock-outs and strikes whether of their own employees or those of any third party.
12.1 This Agreement shall be construed in accordance with and governed by the Law of England and Wales, and each party agrees to submit to the exclusive jurisdiction of the Courts of England and Wales.
In this agreement unless the context otherwise requires: -
"Confidential Information" means trade secrets and non-public information including (but not limited to) technical, operational, commercial, data, experience and know-how.
"Documentation" means the related documentation, instructions and reference materials supplied with the Software on whatever media;
"Upgrade" means a new release of the Software represented by an increase in the number to the left of the decimal point and generally containing major improvements, major architectural changes or major new features and/or functionality to the Software;
“Services” means aspects associated with a valid VePhone User account.
YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CONTINUING TO INSTALL THE VEPHONE SOFTWARE, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO G3T THE RIGHTS SET FORTH HEREIN.
Group 3 Technology Limited
Revison: V1.0.5 Dated: 19th March 2015