Terms & Conditions
Teltrue S.L Licence Agreement
PLEASE READ CAREFULLY
Before reading the articles below, please
take good notice of the following preliminary terms, which terms make use of
some of the definitions as specified in Article 1 below:
Entering into this Agreement: This End
User License Agreement constitutes a valid and binding agreement between Teltrue
and You, as a user, for the use of the Teltrue Software. You must enter into
this Agreement by clicking on the ACCEPT button in order to be able to install
and use the Teltrue Software. Furthermore, by installing and (continuously)
using the Teltrue 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 ACCEPT button or similar
buttons or links as may be designated by Teltrue to show Your approval of any
foregoing texts and/or to download and install the Teltrue Software, You are
entering into a legal binding contract. You hereby agree to the use of
electronic communication in order to enter into contracts, place orders and
other records and to the electronic delivery of notices, policies and records
of transactions initiated or completed through the Teltrue 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 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 Teltrue Software. Furthermore, if You are
residing in a jurisdiction where it is forbidden by law to offer or use
software for internet telephony, You may not enter into this Agreement and You
may not download, install or use the Teltrue Software. By entering into this
Agreement You explicitly state that You have verified in Your own jurisdiction
if Your use of the Teltrue Software is allowed.
Article 1. Definitions
In this Agreement the following
capitalized definitions are being used, singular as well as plural.
1.1 Affiliate: any corporation, company or
other entity that directly or indirectly controls, is controlled by, or is
under common control with, Teltrue. 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 API: application program interface
that is included in or linked to the Teltrue Software.
1.4 Documentation: any online or otherwise
enclosed documentation provided by Teltrue.
1.5 Effective Date: the date on which this
Agreement is entered into by clicking on the ACCEPT button as stated above or
by downloading, installing and (continuously) using the Teltrue Software.
1.6 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 Teltrue
Software, the Documentation, the Teltrue Website or the Teltrue Promotional
Materials.
1.7 Teltrue: A trademark of Teltrue s.l.,
a company established under the laws of Spain.
1.8 Teltrue Promotional Materials: any and
all names, signs, logos, banners and any other materials, in whatever form,
owned and/or used by Teltrue for the promotion of its company, its products and
activities.
1.9 Teltrue Software: the software
distributed by Teltrue for internet telephony applications, including without
limitation the API, UI and Documentation, as well as any future programming fixes,
updates and upgrades thereof.
1.10 Teltrue Staff: the officers,
directors, employees and agents of Teltrue or its Affiliates, or any other
persons hired by Teltrue or its Affiliates in relation with the execution of
this Agreement.
1.11 Teltrue Website: any and all elements
and contents of the website available published by Teltrue.
1.12 UI: the user interface of the Teltrue
Software.
1.13 You: you, the end user of the Teltrue
Software, also used in the form "Your" where applicable.
Article 2. License and Restrictions
2.1 License. Subject to the terms of this
Agreement, Teltrue hereby grants You a limited, personal, non-commercial (at
home or at work), non-exclusive, non-sublicensable, non-assignable, free of
charge license to download, install and use the Teltrue Software on Your
computer or PDA, for the sole purpose of internet telephony applications and
any other applications that may be explicitly provided by Teltrue.
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 Teltrue Software.
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 Teltrue Software.
2.4 Third Parties. You acknowledge and
agree that the Teltrue Software may be incorporated into, and may incorporate
itself, software and other technology owned and controlled by third parties. Teltrue
emphasizes that it will only incorporate such third party software or
technology for the purpose of (a) adding new or additional functionality or (b)
improving the technical performance of the Teltrue Software. Any such third
party software or technology that is incorporated in the Teltrue Software falls
under the scope of this Agreement. Any and all other third party software or
technology that may be distributed together with the Teltrue 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 Teltrue or its Affiliates regarding such third party software
or technology and you will look solely to the applicable third party and not to
Teltrue or its Affiliates to enforce any of your rights.
2.5 New Versions of the Teltrue Software. Teltrue,
in its sole discretion, reserves the right to add additional features or
functions, or to provide programming fixes, updates and upgrades, to the Teltrue
Software. You acknowledge and agree that Teltrue has no obligation to make
available to You any subsequent versions of the Teltrue 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 Teltrue
Software. Furthermore, you acknowledge and agree that Teltrue, in its sole
discretion, may modify or discontinue or suspend Your ability to use any
version of the Teltrue Software, or terminate any license hereunder, at any
time. Teltrue also may suspend or terminate any license hereunder and disable
any Teltrue Software You may already have accessed or installed without prior
notice at any time.
Article 3. Exceptions to License
Restrictions
3.1 Redistribution. You are not allowed to
redistribute the Teltrue Software, unless You have agreed to and meet with the
Distribution Terms that are published on the Teltrue Website.
3.2 API. You are not allowed to use or
modify the API, unless You agree to and meet with the following subsequent
terms: 3.2.1 You may only make use of and/or modify the API to distribute the Teltrue
Software (a) for any legitimate purposes and (b) provided that You will not
remove, overtake, hide or otherwise make the UI inaccessible for end users.
3.2.2 You will constantly monitor the Teltrue Website in order to ensure that
You are distributing the latest stable version of the Teltrue Software as well
as that You are aware of any changes in the applicable legal documents. In the
event You cannot agree on any changes in any applicable legal document, You
will immediately cease any and all use of the API and, where applicable, any
and all use of the Teltrue Software. 3.2.1 You acknowledge and agree that Your
use and/or modification of the API will be at Your own risk and account.
3.3 You acknowledge and agree that any IP
Rights arising directly from the API are the exclusive ownership of Teltrue or
its licensors without any compensation to You. Insofar as necessary, this
Agreement serves as a deed of assignment of all of Your right, title and
interest in and to such API modifications to Teltrue, notwithstanding Your
obligation to cooperate with Teltrue in order finalize any other deed upon Teltrue's
first request. You hereby irrevocably waive to the extent permitted by law any
moral rights relating to YourAPI modifications. You furthermore represent and
warrant that (a) You are authorized to assign Your rights as stated above and
(b) Your API modifications are correct and accurate and (c) the API
modifications do not infringe upon any third parties' rights, including but not
limited to intellectual property rights.
3.4 Any other Exceptions. If You are
interested in doing anything else than permitted under this Agreement or by the
Distribution Terms, the API Terms or the Teltrue Promotional Materials Terms,
You will have to obtain Teltrue's written consent and agree on any further
(commercial) terms.
Article 4. Permission to Utilize
4.1 Permission to utilize Your computer.
In order to receive the benefits provided by the Teltrue Software, you hereby
grant permission for the Teltrue Software to utilize the processor and
bandwidth of Your computer for the limited purpose of facilitating the
communication between You and other Teltrue Software users.
4.2 Protection of Your computer (resources).
You understand that the Teltrue Software will use its commercially reasonable
efforts to protect the privacy and integrity of Your computer resources and
Your communication, however, You acknowledge and agree that Teltrue cannot give
any warranties in this respect.
Article 5. Confidentiality and Privacy
5.1 Teltrue's Confidential Information.
You agree to take all reasonable steps at all times to protect and maintain any
confidential information regarding Teltrue, its Affiliates, the Teltrue Staff,
the Teltrue Software and the IP Rights, strictly confidential.
5.2 Your Confidential Information and Your
Privacy. Teltrue is committed to respecting Your privacy and the
confidentiality of Your personal data. The Privacy Policy that is published on the
Teltrue Website applies to the use of Your personal data, the traffic data as
well as the content contained in Your communication(s).
Article 6. IP Rights and Translations
6.1 Exclusive Ownership. You acknowledge
and agree that any and all IP Rights are and shall remain the exclusive
property of Teltrue and its licensors. Nothing in this Agreement intends to
transfer any IP Rights to, or to vest any 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.
6.2 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 Teltrue's rights and ownership thereof.
6.3 Translations. You acknowledge and
agree that the intellectual property rights regarding any translations made by
You of any information on or accessible through the Teltrue Website or as
otherwise requested of You by Teltrue at any time prior to or subsequent of the
Effective Date will be and remain the sole and exclusive property of Teltrue
without any compensation to You. Insofar as necessary, this Agreement serves as
a deed of assignment of all of Your right, title and interest in and to such
translations to Teltrue, notwithstanding Your obligation to cooperate with Teltrue
in order finalize any other deed upon Teltrue's first request. You hereby
irrevocably waive to the extent permitted by law any moral rights relating to
Your translations. You furthermore represent and warrant that (a) You are
authorized to assign Your rights as stated above and (b) Your translations are
correct and accurate and (c) the translations do not infringe upon any third
parties' rights, including but not limited to intellectual property rights.
6.4 Use of Teltrue Promotional Materials.
You are not allowed to use the Teltrue Promotional Materials.
Article 7. Communication and Your Use of
the Teltrue Software
7.1 Communication. Installing Teltrue
Software enables You to communicate with others.
7.2 No Warranties. Teltrue cannot
guarantee that You will always be able to communicate with others, nor can Teltrue
guarantee that You can communicate without disruptions, delays or other
communication-related flaws. Teltrue will not be liable for any such
disruptions, delays or other omissions in any communication experienced when
using Teltrue Software or any other issues over which Teltrue has no control.
7.3 No Control. You acknowledge and
understand that Teltrue does not control, or have any knowledge of, the content
of any communication(s) spread by the use of the Teltrue Software. The content
of the communication is entirely the responsibility of the person from whom
such content originated. You, therefore, may be exposed to content that is
offensive, indecent or otherwise objectionable. Teltrue will not be liable for
any type of communication spread by means of the Teltrue Software.
7.4 No Emergency Services. You expressly
agree and understand that the Teltrue Software is not intended to support or
carry emergency calls to any type of hospital, law enforcement agency, medical
care unit or any other kind of emergency service. Teltrue, its Affiliates or Teltrue
Staff are in no way liable for such emergency calls.
7.5 Lawful purposes. You acknowledge and
agree to use the Teltrue 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 Teltrue Software or the
communication, or (c) send any unsolicited commercial communication not
permitted by applicable law.
Article 8. Term and (Consequences of)
Termination
8.1 Term. This Agreement will be effective
as of the Effective Date and will remain effective until terminated by either Teltrue
or You as set forth below.
8.2 Termination by Teltrue. Teltrue may
terminate this Agreement at any time, with or without cause, by providing
notice to You and/or by preventing Your access to the Teltrue Software, as set
forth in Article 2.5 above.
8.3 Termination by You. You may terminate
this Agreement at any time, with or without cause, 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 Teltrue Software shall terminate, and (b) will cease any
and all use of the Teltrue Software, and (c) will remove the Teltrue Software
from all hard drives, networks and other storage media and destroy all copies
of the Teltrue Software in Your possession or under Your control.
Article 9. Your Representations and
Warranties; Indemnification of Teltrue
9.1 Your Information: From time to time, Teltrue
may request information from you for the purpose of supplying the Software or
Products to you. You shall ensure that any such information is complete,
up-to-date and accurate.
9.2 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 Teltrue Software.
9.3 Indemnification. You agree to
indemnify, defend and hold Teltrue, its Affiliates and the Teltrue 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, regulation, policy or guideline, whether or not referenced herein, or (b)
violation of any rights of any third party, or (c) use or misuse of the Teltrue
Software, or (d) use and/or modification of the API or (e) communication spread
by means of the Teltrue Software.
Article 10 Disclaimer of Warranties
10.1 No warranties. THE TELTRUE SOFTWARE
IS PROVIDED AS IS, WITH NO WARRANTIES WHATSOEVER; TELTRUE DOES NOT, EITHER
EXPRESSED, IMPLIED OR STATUTORY, MAKE ANY WARRANTIES, CLAIMS OR REPRESENTATIONS
WITH RESPECT TO THE TELTRUE SOFTWARE, INCLUDING, WITHOUT LIMITATION, WARRANTIES
OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR USE
OR A PARTICULAR PURPOSE. TELTRUE FURTHER DOES NOT REPRESENT OR WARRANT THAT THE
TELTRUE SOFTWARE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY,
SECURE, ACCURATE, COMPLETE, AND ERROR-FREE OR WILL OPERATE WITHOUT PACKET LOSS,
NOR DOES TELTRUE WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET,
OR ANY QUALITY OF CALLS MADE THROUGH THE TELTRUE SOFTWARE.
10.2 Your own Risk. You acknowledge and
agree that the entire risk arising out of the use or performance of the Teltrue
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.
Article 11. Limitation of Liability
11.1 No Liability. The Teltrue Software is
being provided to You free of charge. ACCORDINGLY, YOU ACKNOWLEDGE AND AGREE
THAT TELTRUE, ITS AFFILIATES AND THE TELTRUE STAFF WILL HAVE NO LIABILITY IN
CONNECTION WITH OR ARISING FROM YOUR USE OF THE TELTRUE SOFTWARE, AS SET FORTH
BELOW.
11.2 Limitation of Liability. IN NO EVENT
SHALL TELTRUE, ITS AFFILIATES OR THE TELTRUE 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 TELTRUE
SOFTWARE, EVEN IF TELTRUE, ITS AFFILIATES OR THE TELTRUE 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 TELTRUE SOFTWARE IS TO
DEINSTALL AND CEASE USE OF SUCH TELTRUE SOFTWARE.
11.4 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.
Article 12. General Provisions
12.1 New versions of the Agreement. Teltrue
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 Teltrue
Website. Your continued use of the Teltrue Software shall constitute Your
acceptance to be bound by the terms and conditions of the revised Agreement.
12.2 Entire Agreement. The terms and
conditions of this Agreement constitute the entire agreement between You and Teltrue
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 Teltrue 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 Teltrue.
12.5 No Assignment by You. You are not
allowed to assign this Agreement or any rights hereunder.
12.6 Assignment by Teltrue. Teltrue is
allowed to at its sole discretion 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 the laws of spain without
giving effect to the conflict of laws or provisions of spain or Your actual
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
exclusive jurisdiction of any court of Spain sitting in Spain.
YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE
READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND
CONDITIONS SET FORTH HEREIN. BY CLICKING ON THE ACCEPT BUTTON AND/OR CONTINUING
TO INSTALL THE TELTRUE SOFTWARE, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS
AND CONDITIONS AND GRANT TO TELTRUE THE RIGHTS SET FORTH HEREIN.
Article 13. Fair Use Policy
Summary
13.1. It is important to Teltrue that all
eligible Teltrue customers are able to access our Services. Accordingly, We
have devised a Fair Use Policy which applies to:
(a) usage of Teltrue calls
(b)
usage of promotions; and
(d) any other promotions which are
advertised by Teltrue as subject to the Fair Use Policy ("Fair Use
Promotions").
13.2. We reserve the right to vary the
terms of the Fair Use Policy from time to time.
13.3. Teltrue may rely on the Fair Use
Policy where your:
(a) usage of Teltrue calls;
(b)
participation in a Fair Use Promotion, is excessive or unreasonable, as defined
below.
Excessive Use
13.4. In the case of Teltrue calls, there
are no restrictions on the maximum number of calls and the duration of the
calls.
13.5. In the case of Fair Use Promotions,
what is excessive use will either be advertised by Teltrue at the time of the
relevant promotion or included in this Fair Use Policy prior to the
commencement of the relevant promotion.
13.6. It is NOT possible to make more than one free call at the same time. In case of simultaneous free calls only one call will be free and other calls will be