Vopium End User License Agreement

Vopium End User License Agreement IMPORTANT - PLEASE READ CAREFULLY: By accepting this End User License Agreement, you agree to receive updates, promotions, and other relevant information from Vopium 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 Vopium S.A and you, the user, for the use of Vopium Software. You must accept this Agreement by clicking ACCEPT before you can install and use Vopium Software. By accepting, you agree that this Agreement covers all your use of Vopium Software.

By accepting, you agree that this Agreement covers all your use of Vopium Software. By installing and continuing to use Vopium 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 Vopium to show your approval of any foregoing texts and/or to download and install Vopium 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 Vopium 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 Vopium Software. By entering into this Agreement you explicitly acknowledge that you have verified in your own jurisdiction that your use of Vopium Software is allowed.

ARTICLE: 1 - Definition
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 Vopium.

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 Vopium Software, the Documentation, the Vopium Website or Vopium 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 Vopium: The company, Vopium S.A., is incorporated under the laws of Luxembourg, and residing at: 6 Place de Nancy, L-2212 Luxembourg, R.C.S. Luxembourg B 141.459, VAT No. LU22791878. Vopium S.A. is a wholly owned subsidiary of Vopium A/S: Rådhusstræde 6, 2 DK-1466 Copenhagen K

1.7 Vopium API: The application program interface consisting of the set of routines utilised by Vopium Software to provide the Vopium Software functionality for a given platform or operating system, Vopium API being included in or linked to the Vopium Software.

1.8 Vopium Online Material: The Vopium banner available for download on the Vopium Website, consisting of a Vopium logo and a link to the Vopium Website.

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

1.10 Vopium Software: The software distributed by Vopium for Mobile telephony applications, including without limitation the Vopium API, UI, and Documentation, as well as any future programming fixes, updates and upgrades.

1.11 Vopium Staff: The officers, directors, employees and agents of Vopium or any other persons engaged by Vopium.

1.12 Vopium Website: Any and all elements, contents and the ‘look and feel’ of the Website available under the URL www.vopium.com – among other URLs – from which Vopium Software can be downloaded.

1.13 UI: The user interface of Vopium Software.

1.14 User Account: The account with User ID and Password that you create for your use of Vopium Software and the Vopium Website.

1.15 User ID: An identification code you select, which in combination with the Password, gives access to your User Account.

1.16 Vopium Service: The payable services provided by Vopium.

1.17 You: You, the end user of Vopium Software, also used in the form "your" where applicable.

ARTICLE: 2 - License and Restrictions
2.1 License: Subject to the terms of this Agreement, Vopium grants you a limited, personal, non-commercial, non-exclusive, non-sub licensable, non-assignable, free of charge license to download, install and use the Vopium Software on your computer, phone or PDA for the sole purpose of personally using the telephony applications provided by Vopium and any other applications that may be explicitly provided by Vopium. To avoid doubt, you are allowed to use Vopium 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 Vopium S.A. 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 Vopium Software or any part thereof.

2.4 Third Parties: You acknowledge and agree that Vopium 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 Vopium Software falls under the scope of this Agreement. Any and all other third party software or technology that may be distributed together with Vopium 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 Vopium regarding such third party software or technology and you will look solely to the applicable third party and not to Vopium to enforce any of your rights.

2.5 New Versions of Vopium Software: Vopium, at its sole discretion, reserves the right to add additional features or functions, or to provide programming fixes, updates and upgrades, to Vopium Software. You acknowledge and agree that Vopium has no obligation to make available to you any subsequent versions of Vopium 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 Vopium Software. Furthermore, you acknowledge and agree that Vopium, at its sole discretion, may modify, discontinue or suspend your use of any version of the Vopium Software, and/or disable any Vopium 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 Vopium'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 Vopium (which can be found at http://www.vopium.com), or engaging in fraudulent, immoral or illegal activities, or for other similar reasons. Vopium 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 Vopium Software; and (2) the suspension or termination of the license or this Agreement by Vopium and/or by you.

2.6 Paid Services: This Agreement applies to downloading, installing and using Vopium Software, free of charge. Conditions for the use of any paid services, which may be offered by Vopium, are published on the Vopium Website.

IMPORTANT: The prices published by Vopium on the Website and in any original marketing material approved by Vopium apply to Vopium services only. Your local provider may make additional call initiation charges. Any such local call charge is outside the Vopium Agreement.

ARTICLE: 3 - License Restrictions and Additional Terms
3.1 Distribution of Vopium Software: You are not allowed to distribute Vopium 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 Vopium Website.

3.2 Distribution of Vopium API: Under this Agreement you are not allowed to use the Vopium 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 Vopium API, you will have to agree to and meet with the Vopium API Terms of Use as published on the Vopium Website.

3.3 Use of the Vopium API: You may make use of the Vopium API, subject to license terms in Article 2 and for the sole purpose of enabling your application to connect with Vopium Software, provided that:

3.3.1 All such use of the Vopium API is carried out for legitimate purposes and shall in no way and to no extent adversely affect the functionality or performance of Vopium Software or services provided by Vopium;

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 Vopium 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 Vopium API and, where applicable, any and all use of Vopium Software; and

3.3.4 You acknowledge and agree that your use of the Vopium 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 Vopium API Terms of Use, you must obtain Vopium's prior written consent and explicitly agree upon any further (commercial) terms.

3.5 Vopium Promotional Materials: Nothing in this Agreement will give you any right to use the Vopium Promotional Materials.

3.6 Emergency services: Vopium is not a replacement for your telephone service and you cannot make emergency calls using Vopium Service. Therefore Neither 999, 112, 911
nor e-911 service nor any other emergency service is available through the Vopium service.
For Emergency numbers you must use your normal telephone service.

3.7 Vopium 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 Vopium Service or any part thereof.

ARTICLE: 4 - Utilisation of your Computer
4.1 Utilisation of your Computer: You acknowledge that Vopium 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 Vopium.

4.2 Protection of your Computer (Resources): You understand that Vopium 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 Vopium cannot give any warranties in this respect.

ARTICLE: 5 - Confidentiality and Privacy
5.1 Vopium’s Confidential Information: You agree to take all reasonable steps at all times to protect and keep strictly confidential any confidential information regarding Vopium, its Affiliates, the Vopium Staff, the Vopium Software and the IP Rights.

5.2 Your Confidential Information and your Privacy: Vopium is committed to respecting your privacy and the confidentiality of your personal data. The Privacy Policy that is published on the Vopium Website (www.vopium.com) 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.

ARTICLE: 6 - IP Rights and Translations
6.1 Exclusive Ownership: You acknowledge and agree that any and all IP Rights to or arising from Vopium Software are and shall remain the exclusive property of Vopium 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 Vopium Software, but may be accessed through use of Vopium 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 Vopium and/or its licensors in Vopium Software (including the Vopium 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 Vopium API. You release and covenant not to hold liable Vopium 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 Vopium API; and (b) which otherwise may arise in connection with your use of, reliance on, or reference to the Vopium API. Vopium and its licensors retain the IP Rights in and to Vopium Software (including the Vopium API) and any derivative works created by or for Vopium 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 Vopium'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 Vopium Website or as otherwise requested of you by Vopium at any time prior to or subsequent to the Effective Date will be and remain the sole and exclusive property of Vopium without any compensation to you.

ARTICLE: 7 - Communication and your Use of the Vopium Software
7.1 Communication: Installing Vopium Software enables you to make international calls from your mobile to mobiles or landlines anywhere in the world.

7.2 No Warranties: Vopium cannot guarantee that you will always be able to communicate with your intended call recipients, nor can Vopium 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. Vopium will not be liable for any such disruptions, delays or other omissions in any communication experienced when using Vopium Software.

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

7.4 Lawful Purposes: You acknowledge and agree to use the Vopium 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 Vopium 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.

ARTICLE: 8 - Terms and (Consequences of) Termination
8.1 Term: This Agreement will come into effect as of the Effective Date and will remain in effect until terminated by either Vopium or you as outlined below.

8.2 Termination by Vopium: Without limiting other remedies, Vopium may limit, suspend, or terminate this license and your use of Vopium Software, prohibit access to the Vopium 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.vopium.com), infringing someone else's intellectual property rights, engaging in fraudulent, immoral or illegal activities, or for other similar reasons. Vopium 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 Vopium Software shall terminate; (b) will cease any and all use of Vopium Software; and (c) will remove Vopium Software from all hard drives, networks and other storage media and destroy all copies of Vopium Software in your possession or under your control.

8.5 No liability: Vopium will not be liable for any damage caused by the termination of this Agreement.

ARTICLE 9 - Your Representations and Warranties; Indemnification of Vopium
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 Vopium Software.

9.2 Indemnification: You agree to indemnify Vopium, 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 Vopium Software; or (d) use and/or modification of the Vopium API; or (e) communication spread by means of Vopium Software.

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

ARTICLE 10 - Disclaimers of Warranties
10.1 No warranties: VOPIUM SOFTWARE IS PROVIDED "AS IS", WITH NO WARRANTIES WHATSOEVER; VOPIUM DOES NOT, EITHER EXPRESSLY, IMPLIEDLY OR STATUTORILY, MAKE ANY WARRANTIES, CLAIMS OR REPRESENTATIONS WITH RESPECT TO VOPIUM SOFTWARE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR USE OR A PARTICULAR PURPOSE. VOPIUM DOES NOT REPRESENT OR WARRANT THAT THE VOPIUM SOFTWARE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE AND ERROR-FREE OR WILL OPERATE WITHOUT PACKET LOSS, NOR DOES VOPIUM WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET, OR ANY QUALITY OF CALLS MADE THROUGH VOPIUM SOFTWARE.

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

10.3 Claims against Vopium: By using the Vopium application you accept that Vopium is not responsible for any additional cost that your mobile network provider may charge you for using the services offered by Vopium.

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 Vopium in any way. Vopium is not to cover any claims coming from the operators side for using the Vopium applications in any way. Refund of payments done to Vopium 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.

ARTICLE 11 - Limitation of Liability
11.1 No Liability: Vopium Software is being provided to you free of charge. ACCORDINGLY, YOU ACKNOWLEDGE AND AGREE THAT VOPIUM, ITS AFFILATES AND STAFF WILL HAVE NO LIABILITY IN CONNECTION WITH OR ARISING FROM YOUR USE OF VOPIUM SOFTWARE, AS OUTLINED BELOW.

11.2 Limitation of Liability: IN NO EVENT SHALL VOPIUM, 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 VOPIUM SOFTWARE, EVEN IF VOPIUM, 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 VOPIUM SOFTWARE IS TO UNINSTALL AND CEASE USE OF SUCH VOPIUM 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.


ARTICLE 12 - General Provisions
12.1 New Versions of the Agreement: Vopium 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 Vopium 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 Vopium 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.vopium.com. Vopium 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 Vopium 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 Vopium 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 Vopium.

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

12.6 Assignment by Vopium: Vopium 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 VOPIUM SOFTWARE, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO VOPIUM 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.

© Vopium - Last revised: 05 July 2010