Voxtrot© Software End-User License Agreement
IMPORTANT - READ CAREFULY THE FOLLOWING TERMS AND CONDITIONS BEFORE INSTALLING, DOWNLOADING OR USING THE VOXTROT© SOFTWARE. THESE TERMS AND CONDITIONS ARE AVAILABLE AT VOXTROT.COM/EULA. YOU ALSO AGREE TO BE BOUND BY VOXTROT'S PRIVACY POLICY WHICH CAN BE FOUND AT VOXTROT.COM/PRIVACY AND WHICH FORMS AN INTEGRAL PART OF THIS AGREEMENT.
Definitions
Affiliate shall mean any corporation, company or other entity that directly or indirectly controls, is controlled by, or is under common control with, Voxtrot. 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
Agreement shall mean this software end-user license agreement, as may be renewed and/or amended from time to time
IP Rights shall mean (i) patents, pending patent applications, designs, trade marks and trade names (whether registered or unregistered), copyright and related rights, database rights, knowhow, trade secrets and confidential information; (ii) all other intellectual property rights and similar or equivalent rights anywhere in the world which currently exist or are recognised in the future; and (iii) applications, extensions and renewals in relation to any such rights
Privacy Policy shall mean the privacy policy of Voxtrot, as may be renewed and/or amended from time to time, which can be found on voxtrot.com/privacy and which forms an integral part of this Agreement
User shall mean the end-user of the Voxtrot Services and/or Software
Voxtrot shall mean IMV AG, a Swiss stock corporation with legal seat in Zug/Switzerland (Identification Number CH-170.3.033.908-0) which is the owner and operator of voxtrot.com
Voxtrot Backend Servers shall mean the backend servers and all related software and technology owned, developed or distributed by Voxtrot which is configured and deployed by Voxtrot around the world
Voxtrot Services or Services shall refer to all services and content made available through the Voxtrot Website, the Voxtrot Software Client and the Voxtrot Backend Servers
Voxtrot Software or Software shall mean the software distributed by Voxtrot for internet and mobile communication applications, including without limitation all the Services provided by or through the operation of the Voxtrot Software Client, the relation and documentation, as well as any future versions, improvements, developments, program fixes, updates and upgrades thereof
Voxtrot Software Client shall mean the software client and all related software and technology owned, developed or distributed by Voxtrot which is installed on the mobile device of the User
Voxtrot Staff shall mean the officers, directors, board members, employees and agents of Voxtrot or its Affiliates, or any other persons hired by Voxtrot or its Affiliates
Voxtrot Website shall mean voxtrot.com and any other website or blog which Voxtrot may register in connection with the Voxtrot Services and/or the Voxtrot Software
References to the singular include the plural and vice versa, and references to one gender include the other gender.
Any phrase introduced by the expressions "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
Scope of Application and Acceptance of Terms
This Agreement is an agreement between Voxtrot and the User with regard to the downloading, installing and the use of the Voxtrot Services and the Voxtrot Software.
If the User resides in a jurisdiction which restricts the use of internet-based mobile applications to minors of age, by accepting this Agreement, the User explicitly states that he is of legal age and with sufficient legal capacity to conclude this Agreement according to his jurisdiction.
If the User resides in a jurisdiction which prohibits the use of internet-based mobile applications in general, the User is not allowed to use the Voxtrot Software and/or the Voxtrot Services.
By accepting the terms of this Agreement the User recognizes that he verified the terms of use enforced by his mobile provider or any other service providers to which he is legally bound and that the Voxtrot Services are not conflicting with or breaching previous contractual arrangements with other parties.
The User has read, understood and accepted this Agreement as amended from time to time and will use the Services and the Software solely for lawful purposes. This Agreement applies to all existing and future Services and Software. Voxtrot reserves the right to modify, reduce or expand the scope of Services or to interrupt or stop the provision of Services and/or Software at all times without notifying the User.
By clicking the box or button regarding the acceptance of this Agreement or by installing the Software or by using the Services, the User expressly accepts and agrees to be legally bound by these terms. If the User has not agreed to the terms of this Agreement, the User is not permitted to use the Software and must uninstall it from his mobile device(s), computer(s), hard drive(s) and any other storage media and subsequently destroy all copies of the Software in his possession or under his control.
License and Restrictions
Subject to the terms of this Agreement, Voxtrot herewith grants the User a limited, personal, non-commercial, non-exclusive, non-sublicensable, non-assignable, free of charge license to download, install and use the Voxtrot Software on the User's mobile for the sole purpose of personally using the Voxtrot Services. The User is not allowed to sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the Voxtrot Software or any part thereof. The User shall not undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the Voxtrot Software or any part thereof except to the extent permitted by law. The User shall not create or cause to create any software or technology which allows interoperability with the Voxtrot Software and/or Services.
The Voxtrot 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 the Voxtrot Software falls under the scope of this Agreement. Any and all other third party software or technology that may be distributed together with the Voxtrot Software will be subject to the User explicitly accepting a license agreement with that third party. The User acknowledges and agrees that he will not enter into a contractual relationship with Voxtrot or its Affiliates regarding such third party software or technology and he will look solely to the applicable third party and not to Voxtrot or its Affiliates to enforce any of his rights.
Any and all IP Rights in the Voxtrot Software and all online and promotional materials relating to the Voxtrot Services are and shall remain the exclusive property of Voxtrot and/or its licensors. Nothing in this Agreement intends to transfer any such IP Rights to, or to vest any such IP Rights in, the User. The User is only entitled to limited use of the IP Rights granted to him in this Agreement. He will not take any action to jeopardize, limit or interfere with Voxtrot's IP Rights. Any unauthorized use of Voxtrot's or its licensors' IP Rights is a violation of this Agreement as well as a violation of intellectual property laws and treaties, including without limitation copyright laws and trademark laws. All title and IP Rights in and to any third party content that is not contained in the Voxtrot Software, but may be accessed through use of the Voxtrot Software, is property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties.
Use of the Voxtrot Services, Emergency Calls, Mobile Devices, Android Market
Scope of Services and Restrictions
The Voxtrot Services enable the Use to communicate with other people. However, Voxtrot can neither guarantee that the communication is possible at all times, nor that the communication is always without interruptions or delays. The User understands and accepts that the use of the Voxtrot Services is at the User's own risk, and that the content of the communication spread by the use of the Voxtrot Services is entirely the responsibility of the person from whom such content originated. The User acknowledges and agrees that he is solely responsible for any content that he uploads, submits, posts, transmits or displays through the Voxtrot Software and/or the Voxtrot Website and that Voxtrot is not responsible to the User or to any third party for any content used by the User or any other Voxtrot Software user.
Emergency Calls
Remember that Voxtrot is no substitute for your regular phone. In particular, it does not support emergency calls to hospitals, law enforcement agencies, medical care units or any type of emergency services (which means services that connect the User to emergency services personnel or public safety answering points pursuant to applicable local and or national regulatory requirements) of any kind. It is the User's responsibility to make sure he has alternative solutions to place emergency calls to emergency services.
Mobile Devices
In order to use Voxtrot Services the User must own a device that is compatible with the Software. The User can find a non-exhaustive list of supported devices on voxtrot.com/devices. Because of the numerous and different versions of hardware, firmware and software updates available on the market and provided by mobile device manufacturers, Voxtrot cannot guarantee with certainty that the Software is always and under any circumstance compatible with a device model referenced on the website. Voxtrot is not responsible for compatibility issues with mobile devices or for any damage sustained by the User's mobile device due to the installation, whether successful or not, or the use of the Software.
Android Market
The Voxtrot Software for Android devices complies with the Android Market Developer Program Policies and the Android Market Developer Distribution Agreement.
Updates and Suspension
Voxtrot may add additional features or functions, or provide programming fixes, updates and upgrades, to the Voxtrot Software. Voxtrot has no obligation to make available any subsequent versions of the Voxtrot Software. From time to time the Software may automatically download and install updates from the Voxtrot Software. The User agrees to receive such updates from Voxtrot in order to continue using the Voxtrot Software. In the event the User downloads, installs or uses a new or updated version of the Voxtrot Software, the User may have to enter automatically into a revised version of this Agreement.
Voxtrot may modify or discontinue or suspend the User's ability to use any version of the Voxtrot Software, and/or disable any Voxtrot Software which the User may already have accessed or installed without any notice to the User, for the repair, improvement, and/or upgrade of the underlying technology or for any other reason.
Costs and Requirements for the Use of the Services
Internet Costs
Using Voxtrot Services requires mobile data connectivity services. The User's mobile carrier, WiFi service provider or any other mobile data provider may charge the User for the use of data connection. It is the User's responsibility to check and make sure he has a data plan (mobile Internet) with a mobile carrier or any other mobile data provider and to be aware of the costs he will incur for the use of data connectivity. Voxtrot recommends to the User to close a data plan that covers all his data usage for a fixed fee or that offers very low fees for data connectivity.
NOTE ON DATA ROAMING: The costs for using data connectivity abroad can be significant. Therefore, the User when travelling abroad should make sure he has a good data plan with a mobile carrier or other service providers. Voxtrot strongly recommends the User to check the costs for data roaming services before using such services and to constantly survey the costs incurred.
Data connectivity tariffs and fees can vary significantly across countries and operators.
Voxtrot is not liable for any costs incurred by the User.
Cost of Registration SMS
In order to complete the registration process successfully and verify the identity of the User, the Voxtrot Software Client will send one regular SMS (NO OVERCHARGE OR PREMIUM RATES) from the mobile device of the User. By entering into this Agreement the User accepts to be charged one SMS by his carrier. The fee of one SMS varies across countries, carriers and the User's subscription contract. Voxtrot is not responsible for the SMS charges incurred by the User, the successful delivery of the SMS or for multiple envoys from the device. Voxtrot recommends the User to check the respective SMS-costs before entering into this Agreement.
Privacy Policy, Security and Identity Theft
Privacy Policy
The Privacy Policy forms an integral part of this Agreement. By accepting the terms and conditions of this Agreement, the User automatically accepts the terms and conditions of the Privacy Policy. The current and legally binding version of the Privacy Policy can be found on voxtrot.com/privacy and is valid as of the date of its publication. It is the User's sole responsibility to consult the Voxtrot Website from time to time, to take notice of any amendments to the Privacy Policy and to abide by such amendments. If the User does not agree with such amendments, the User shall cease to use the Voxtrot Services and shall uninstall the Software immediately.
Security
The Voxtrot Services are internet based and like most internet services and applications, the Voxtrot network is vulnerable to security breaches and attacks from malevolent individuals and organizations and should therefore be considered unsecure. Voxtrot is not liable for any damage incurred by the User during connection with or arising from the installation and use of Voxtrot Services or Software.
Identity Theft
The User is responsible to safeguard his identity and cannot hold Voxtrot liable for instances of identity theft. The User acknowledges and agrees that Voxtrot can't prevent identity theft by third parties.
User Copyrights
Voxtrot may operate social media accounts, blogs, forums, chat rooms, or other similar public content platforms on the Voxtrot Website. By contributing to such formats, the User represents that he is the owner of such content and that it complies with all applicable legal provisions. The User grants Voxtrot global, non-exclusive, sub-licensable, transferable and royalty-free license to use, copy, distribute, transmit, process, modify, publicly display and perform or otherwise use such content in any media format, among other things for promotional or advertisement purposes or for the improvement and further development of the Voxtrot Services and/or Software. The User acknowledges and agrees that his content may have to be modified in order to conform and adapt to technical or other requirements.
Further, by posting any content on the Voxtrot Website, the User acknowledges and agrees that any of the content provided is not confidential and that Voxtrot may use such content for the aforementioned purposes without giving rise to any compensation to the User or liability to Voxtrot. This also applies if the User publishes in such way personal information that Voxtrot would otherwise have to process in accordance with its obligations under the Privacy Policy.
Voxtrot respects the intellectual property of others, and asks the User to do the same. Voxtrot reserves the right to disable or definitely cancel the account of the User in case he infringes any intellectual property rights.
Warranties, Limitation of Liability and Indemnification
No Warranty
Voxtrot hereby states that it assumes NO WARRANTY that the Voxtrot Software and/or the Voxtrot Services either expressed, implied or statutory will meet the requirements of the User in terms of quality, performance and accuracy of the Services, that the operation and active use of Voxtrot Services will be error-free, uninterrupted and that it will not interfere with existing applications or that it will not infringe with third party rights. Voxtrot does not stand warrant for fixing defects in the Software or for any damage incurred by the User while using the Voxtrot Software or Services.
No oral or written statement or suggestion or verbal guarantee given by anyone working for, or authorized to represent Voxtrot, shall create a warranty.
Limitation of Liability
The User acknowledges and agrees that the entire risk arising from the use of the Voxtrot Services and/or Software remains with him, to the maximum extent permitted by law.
The User acknowledges and agrees that Voxtrot, its Affiliates, its licensors and the Voxtrot Staff and advisors will have no liability in connection with or arising from the use of the Voxtrot Services and/or Software. The right of User to seek relief with regard to the Services and the Software is limited to uninstalling the Software from the mobile device and ceasing to use the Voxtrot Services. Notwithstanding the above, Voxtrot may choose at its own and sole discretion, to provide the User with services that are free from defects.
In no event shall Voxtrot, its Affiliates, its licensors and the Voxtrot Staff and advisors be liable, under any form of liability, for
Voxtrot shall not be liable for any claim, damage, or loss arising from the User's inability to use the Voxtrot Software to contact emergency services or the User's failure to make additional arrangements to access emergency services.
Jurisdictions' Limitations
As some jurisdictions do not allow some of the exclusions or limitations as set forth in this Agreement, some of these exclusions or limitations may not apply to the User. In such event the liability will be limited to the maximum extent possible within the applicable legislation.
Indemnification
The User agrees to indemnify, defend and hold Voxtrot and its Affiliates harmless from and against any and all liabilities and costs, including reasonable attorneys' fees incurred by such parties, in connection with or arising out of the User's (a) violation or breach of any terms 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 Voxtrot Software, or (d) communication spread by means of the Voxtrot Software.
Termination
This Agreement will be effective as of the date of installation of the Software and will remain effective until terminated by either Voxtrot or the User.
The User may terminate this Agreement with immediate effect any time. To terminate this Agreement the User must remove the Software from his device(s), computer(s), hard drive(s) and any other storage media and subsequently destroy all copies of the Software in his possession or under his control.
Voxtrot may terminate this Agreement with immediate effect at any time. Voxtrot may effect such termination simply by preventing the User's access to the Voxtrot Services.
Unauthorized copying, distribution, reverse engineering, sale or any other action by the User that fails to comply with this Agreement will result in automatic and immediate termination of this Agreement and might entail Voxtrot to take further legal action against the User.
Upon termination of this Agreement,
Until terminated, all the paragraphs in this Agreement will remain effective; the clauses are read, understood and accepted by the User.
General Provisions
Entire Agreement
The terms and conditions of this Agreement constitute the entire agreement between the User and Voxtrot with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter. Nothing in this clause shall exclude or restrict the liability of either the User or Voxtrot arising out of fraud or fraudulent misrepresentation.
Modifications of and Amendments to this Agreement
The current and legally binding version of this Agreement is published on voxtrot.com/eula and is valid as of the date of its publication. Voxtrot reserves the right to modify and to amend this Agreement at all times and at its sole discretion without having to notify the User of any such modifications or amendments. The User shall monitor the Voxtrot Website regularly in order to ensure that he is aware of any such modifications of or amendments to this Agreement. Any such modifications and amendments will automatically become effective with the publication on the Voxtrot Website. If such modifications or amendments are not acceptable to the User, he shall immediately stop using the Voxtrot Services and uninstall the Voxtrot Software. It is the User's sole responsibility to consult the Voxtrot Website from time to time, to take notice of any modifications and amendments and to abide by such modifications and amendments.
Severability
Should any provision of this Agreement be deemed invalid, void or unenforceable the remainder of this Agreement shall remain in force. In such event the invalid, void or unenforceable provision shall be replaced by a valid or enforceable provision which best reflects the purpose of the invalid, void or unenforceable provision. The same shall apply in the event of a contractual gap.
No Waiver
The failure to exercise, or delay in exercising, a right, power or remedy provided by this Agreement or by law shall not constitute a waiver of that right, power or remedy. If Voxtrot waives a claim for breach of any provision of this Agreement this shall not operate as a waiver for a claim of a subsequent breach of that provision, or as a waiver for a claim of a breach of any other provision.
No Assignment
The User may not transfer any right or obligation arising out of this Agreement to any third party. Voxtrot may assign any rights and obligations arising from this Agreement including the provision of certain or all Services or parts of them without the User's consent.
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, the English language version shall prevail.
Applicable Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the substantive laws of Switzerland, with the exclusion of the Vienna Convention on the International Sale of Goods dated April 11, 1980.
The place of jurisdiction shall be Zug, Switzerland. The User hereby consents to and irrevocably submits to the exclusive jurisdiction of the Zug courts in Switzerland. Notwithstanding the above, Voxtrot may, at its own election, choose to bring any action against the User in the courts of the domicile of the User.
Version 1.1 (last revised on February 8, 2011)