End-User Licence Agreement
NOTICE TO USER:
This End-User Licence Agreement (“Licence Agreement” or “EULA”) is a legal agreement between you (“End-User”, “Licensee” or “You”) and KARIBUNI WINGX LTD (C 79910), a limited liability company organised and existing under the laws of Malta, situated at Whitehall Mansions, Level 2, Ta’ Xbiex Seafront, Ta’ Xbiex XBX 1026, Malta (“Licensor”; “We”; “Us”; or “Our”). This EULA sets out the terms and conditions on which We license you to use:
Our mobile utility application, named (the “App”);
the online or electronic documentation relating to Our App (the “Documentation”); and
the service(s) You connect to via the App as well as the content that We provide to You through it (the “Services”),
together, the “Licence Terms”.
We license the use of the App, Documentation and Services to You on the basis of this EULA and subject to any rules or policies applied by the application store (“Appstore”), from whose site you have downloaded the App (“Appstore Rules”). We do not sell the App, Documentation or the Services to You. We are the owners of the App, Documentation and Service and remain the owners of the App, Documentation and Services at all times.
Please read these Licence Terms carefully.
By clicking on the “ACCEPT” button, you agree to be immediately and unconditionally bound by these Licence Terms.
You should print a copy of this EULA for future reference.
The App, Documentation and Services are proprietary and/or licensed to the Licensor and are protected, without limitation, by copyright and other relevant intellectual property laws and treaties. The use of the App, Documentation and Services is authorised to you strictly in accordance with these Licence Rights.
Consequently. You have no intellectual property rights in, or to, the App, the Documentation or the Services other than the right to use them in accordance with these Licence Terms.
You may not reference or provide a link to the App or Services in such a manner in such a way as to suggest any form of approval or endorsement on Our part, or affiliation or association with Us or sponsorship by Us, where none exists
These Terms refer to the following terms and policies, which themselves also apply to Your use of the App, Documentation, and Services, as described below:
Our Acceptable Use Policy, which sets out the standards that need to be adhered to when making use of Our App and Services, including the online platform that You connect to through the App (the “WingX Marketplace”) .
Our Terms of Service, which set out the terms and conditions that specifically regulate any and all use of the Services, as related to the WingX Marketplace.
The terms of this EULA shall apply to any updates or supplements which We may, from time to time, provide to the App, unless they come with separate terms, in which case those terms will apply instead. If any open-source software is included in the App the terms of the applicable open-source software licence may override some of the terms of this EULA. We will, therefore, use Our reasonable efforts to make the terms applicable to any such open-source software available to You.
The Appstore’s terms also apply
The ways in which You can use the App and Documentation may also be controlled by the rules and policies of the particular App store through which you have downloaded the App (namely, either Apple IOS or Google Play). Further, that App store’s rules and policies will apply instead of these Licence Terms where there are differences between the two.
Please be aware that internet transmission are never completely private or secure and that any message or information which You send using the App or any Service may read or intercepted by others, even if there is a special notice that a particular transmission is encrypted. Therefore, although We strive to ensure that such transmissions are private and secure, this cannot be guaranteed and We shall not be liable in any manner whatsoever for any defaults.
Operating system requirements
Our App requires a device with a operating system iOS 10 or higher, Android 6 or higher
Support for the App and how to tell us about problems
Support: If You want to learn more about the App, Documentation or the Service or have any problems using them please take a look at our support resources at wingx.global.
Contacting us (including with complaints): If you think the App, Documentation or Service are faulty or mis-described or wish to contact Us for any other reason, please email Us at email@example.com.
How We will communicate with You
If We have to contact You, We will do so by email, by SMS or by phone, using the contact details you have provided to Us.
How you may use the App, including how many devices you may use it on
In return for You agreeing to comply with these Licence Terms, We are hereby granting You granted a non-exclusive and non-transferable licence to:
download or stream a copy of the App onto any number of devices and view, use and display the App and the Service on such devices for your personal purposes only;
use any Documentation to support your permitted use of the App and the Service; and
receive and use any free supplementary software code or update of the App incorporating “patches” and corrections of errors as We may opt to provide You,
for an unlimited period of time, subject to these same Licence Terms, the documents mentioned above under ‘Additional Terms’ (Clause 2) as well as the Appstore Rules which have been incorporated into this EULA by reference (the “Licence”).
You must be eighteen (18) to accept these Licence Terms and download the App
You must be eighteen (18) years old or of the legal age required in your state, province, jurisdiction, domicile or residence, if this is higher, to enter into this EULA.
If You do not meet this warranty set out under Clause 8.1 above, You are not permitted to download, stream or use Our App, Documentation or Services.
You may not transfer the App to someone else
We are giving You personally the right to use the App, Documentation and the Services as set out in Clause 8.1 above (i.e. the Licence).
Therefore, You may not otherwise transfer the Licence to someone else, whether for money, for anything else or for free. If you sell any device on which the App is installed, you must ensure that the App is removed from it prior to transfer.
Changes to these Licence Terms
We may need to change these Licence Terms to reflect changes in law or best practice or to deal with additional features that We may introduce from time to time.
We will notify You of this by sending You an SMS or e-mail containing details on the changes made, or by notifying you of such changes when You next start the App (via a prompt). If you do not accept the notified changes, You will not be permitted to continue to use the App or the Services.
Update to the App and changes to the Services
From time to time, We may issue updates to the App through the Appstore and change the Service to improve performance, enhance functionality, reflect changes to the operating system or address security issues. Alternatively, We may ask you to update the App for these reasons. If You choose not to install such updates or if You opt out of automatic updates, You may not be able to continue using the App and the Services.
If someone else owns the phone or device you are using
If You download or stream the App onto any phone or another device that is not owned by You, You must have the owner’s permission to do so. In all such cases, You will be responsible for complying with these Licence Terms, whether or not You own the phone or another device.
We may collect technical data about your device
We may collect location data (but you can turn location services off)
Further to Clause 13 above, the Services will make use of location data sent from Your devices. You can turn this functionality off at any time by switching off the location services settings for the App on your device, but doing so may impair the quality of the Services.
You may however stop Us collecting such data at any time by turning off the location services settings on the device which You are using to access the Service, but this may affect the quality of the Service and certain functionalities (as mentioned above).
We are not responsible for other websites you link to
The App or Services may contain links to other independent third-party websites (“Third-Party Sites”). These Third-Party Sites are not under Our control, and We are not responsible for and have not checked and approved their content or their privacy policies (if any).
You will therefore need to make Your own independent judgement regarding Your interaction with any Third-Party Sites, including the purchase and use of any products or services that are offered by them.
The Services may contain information and materials which have been uploaded by other users, or otherwise make the same accessible to You. This information and these materials have not been verified or approved by Us. The views expressed by such other users do not represent Our views or values. If you wish to complain about information and materials uploaded by other users, please contact Us on firstname.lastname@example.org/
You agree that You will not, and will not permit others to:
- except as expressly permitted in these Licence Terms, rent, lease, sub-licence, loan, provide, communicate or make available, the App, Documentation or Services in any form, in whole or in part to any person without Our prior written consent;
- translate, merge, adapt, alter or modify, the whole or any part of App, Documentation or Services, or permit the same or any part of them to be combined with, or become incorporated, in any other programs, except as necessary to use the App, Documentation or Services as permitted in these Licence Terms;
- remove any copyright notices or other proprietary notations from the App or Documentation or any content embedded in the App or Documentation, or otherwise modify, alter or obscure such notices and/or notations;
- copy the App or Documentation, except where such copying is incidental to the normal use of the App or Documentation, where necessary, for the purpose of back-up or operational security (as permitted by these Licence Terms);
- adapt, decompile, disassemble, reverse engineer, translate, derive the source code of, modify or create derivative works based on the whole or any part of, the App, or attempt to carry out any of the above, except to the sole extent that (by virtue of Article 9(2) of the Copyright Act, Chapter 415 of the Laws of Malta) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the App with another software program (“Permitted Objective”), and provided that the information obtained by you during such activities:
- is not disclosed or communicated without Our prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective;
- is not used to develop, create or market any software which is substantially similar to the App;
- is kept secure; and
- is used strictly for the Permitted Objective; and
- fail to comply with any applicable technology control or export laws and regulations that apply to the technology used or supported by the App, Documentation or any Service.
Acceptable use restrictions
In addition, You must not, or permit others to:
- use the App, Documentation or any Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the App, Documentation, any Service or any operating system;
- infringe Our intellectual property rights or those of any third party with regards to your use of the App, Documentation or Services, or the content which is embedded or published on them;
- transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the App, Documentation or any Service;
- use the App, Documentation or any Service in a way that could damage, disable, overburden, impair or compromise Our systems or security or interfere with other users (such as by introducing viruses), as determined by Us; and
- collect or harvest any information or data from any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service.
No warranty or support
You acknowledge that the App, Documentation and Services have not been developed to meet Your particular, individual requirements. Please check that the facilities and functions of the App and the Services (as described on the Appstore site and in the Documentation) are suitable for and meet Your requirements.
To the maximum permitted under applicable law, you accept that the App, Documentation and Services are being made available to you “AS IS” and “AS AVAILABLE” under this EULA, with all faults and without warranty of any kind, and We hereby disclaim all warranties and conditions with respect to the App, Documentation and Services, whether express, implied or statutory, including, but not limited to, warranties relating to the performance, quality and merchantability of the App, Documentation or any of the Services or their fitness for a particular purpose or their non-infringement of third party rights.
You also acknowledge that We do not warrant against interference with Your enjoyment of the App, Documentation or Services, that the functions contained in, or services performed or provided by the App, Documentation or Services will meet your requirements and/or achieve the intended results, that the operation of the App, Documentation or Services will be uninterrupted or error-free, that the App, Documentation or the Services will be compatible or work with any third-party software, applications or third-party services, or that defects in the App, Documentation or Services will be corrected.
Further to Clause 18.1, You also acknowledge and unconditionally accept the risk that the download, installation, streaming or use of the App, Documentation or Services may affect the usability of third party software or applications, and that the entire risk as to the quality and performance of the App, Documentation or Services lies solely with You.
No Reliance: Although We make reasonable efforts to update the information provided by the App, Documentation or Services, We make no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete or up to date.
Should the App, Documentation or Services prove defective, You assume the entire cost of all servicing, repairs, replacements or corrections that You choose to undertake.
We further recommend that You back up any content and data used in connection with Your use of the App, so as to protect yourself in case of problems arise with the App, Documentation or Services.
No oral or written information or advice that may be furnished by Us or any of Our authorised representatives shall, under any circumstance, be construed as a departure or deviation from the limitations set out in this Clause 19.
If the exclusion of any warranties under this Clause 19is rendered inapplicable as a result of statutorily mandated rules, any such warranties that are prescribed by law shall be limited to the bare minimum allowed for by the same law and shall not extend in duration beyond ninety (90) days from the date of download of the App or to the minimum prescribed by law. For warranty assistance, the Licensor may be contacted at email@example.com.
You hereby acknowledge that We are under no obligation to provide you with technical support, maintenance or updates for the App.
Limitation of liability
In no event shall the Licensor or its employees, agents, sub-contractors, suppliers or authorised distributors be liable to You or any person for any damages suffered whether in contract, tort (including negligence), breach of statutory duty, or otherwise, including, without limitation, damages for any cost of procurement of substitute or replacement goods or services, damages to your device or the device’s software, loss of profits, loss or corruption of data, loss of production, loss of business, loss of business information, loss of revenues, loss of contracts, loss of goodwill or anticipated savings, wasted opportunity or wasted management and staff time, business interruption, loss of privacy, failure to meet any duty including that of good faith or reasonable care, negligence, or any incidental, indirect, special or consequential damage, or any other damage or loss arising out of or relating to the download, installation, use, inability to use or non-use of the App or the Documentation, even if the Licensor, its employees, agents, subcontractors, suppliers or authorized distributors have been advised of the possibility of such damage or loss.
Without prejudice to the aforesaid, nothing in the preceding Clause 21.1 shall exclude or in any way limit Our liability where it would be unlawful to do so. This includes Our liability for direct damages that you suffer as a result of Our gross negligence, wilful misconduct, fraud or fraudulent misrepresentation.
Except as otherwise provided by applicable law, if Clause 21.3 above is declared not to be enforceable in full or in part, and/or in relation to any other liability, the liability in damages of the Licensor, its employees, agents, sub-contractors, suppliers or authorized distributors shall not exceed the extent paid by You to download, install and use the App.
Our liability in the context of the Services is regulated by our aforementioned Terms of Services.
You agree to and do hereby indemnify, defend and hold harmless the Licensor and its parent, subsidiary, or affiliate organisations, officers, agents, suppliers and authorised distributors from any and all claims, losses, damages and expenses (including reasonable attorneys’ fees, legal expenses and court costs) asserted by any third party due to or arising out of your breach of any provision of this Licence Agreement, your use of the App or any of the Services, your negligent or wrongful acts, and/or your violation of any applicable laws.
Events outside our control
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this EULA that is caused by any act or event beyond our reasonable control, including the failure of public or private telecommunications networks (“Event Outside Our Control”).
If an Event Outside Our Control takes place that affects the performance of our obligations under this EULA:
- Our obligations under this EULA will be suspended, and the time for performance of Our obligations will be extended for the full duration of the Event Outside Our Control; and
- We will use our reasonable endeavors to find a solution by which Our obligations under this EULA may be performed despite the Event Outside Our Control.
- We may end your rights to use the App and the Services if you break these terms
- We may end your rights to use the App and Services at any time by contacting you if you have broken these Licence Terms in a serious way. If what You have done can be rectified, we Will give you a reasonable opportunity to do so. In all circumstances, We can terminate these rights with immediate effect and without any obligation to provide Our reasons thereto.
If we end your rights to use the App and Services:
You must stop all activities authorized by these Licence Terms, including Your use of the App, Documentation and any Services.
You must delete or remove the App from all devices in your possession and immediately destroy all copies of the App which you have and confirm to Us that You have done this.
We may remotely access your devices and remove the App from them and cease providing You with access to the Services.
We may transfer this agreement to someone else
We may transfer Our rights and obligations under this EULA to another organization. We will always tell You in writing if this happens (including by e-mail).
You need our consent to transfer your rights to someone else
You may only transfer Your rights or Your obligations under this EULA to another person if We agree in writing.
Any translation of this Licence Agreement from the English language is made solely for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this Licence Agreement shall govern.
This EULA is the complete and exclusive statement of the agreement between you and the Licensor with respect to the subject matter covered by this same EULA, and supersedes any and all prior or contemporaneous communications, proposals, agreements, purchase orders or similar terms issued by or to you, whether oral or written.
No modification, amendment, waiver, termination or discharge of this EULA or of any of the Licence Terms hereof shall be binding upon either You or the Licensor unless confirmed by a written instrument signed by You and by a duly authorized officer of the Licensor.
No waiver by You or the Licensor of any provision of this EULA or of any default hereunder shall affect Your or the Licensor’s respective rights thereafter to enforce such provision, or to exercise any right or remedy, in the event of any other default, whether or not similar.
Each of the Licence Terms of this EULA operates separately. If any of the provisions of this EULA shall be held void, voidable, invalid or inoperative, such provision shall be severed and no other provision of this EULA shall be affected as a result thereof and, accordingly, the remaining provisions of this EULA shall remain in full force and effect as though such void, voidable, invalid or inoperative provision had not been contained herein.
If We fail to insist that You perform any of Your obligations under this EULA, or if We do not enforce our rights against You, or if We delay in doing so, that will not mean that We have waived Our rights against You and will not mean that You do not have to comply with those obligations. If We do waive a default by You, We will only do so in writing, and that will not mean that We will automatically waive any later default by You.
This EULA does not confer any rights onto any third party to enforce any of these Licence Terms or part thereof.
In the event of a serious breach of this EULA on Your part, we will report this to the relevant law enforcement authorities and We will co-operate with those authorities by disclosing Your identity.
This Licence Agreement, its subject matter and formation shall be construed and governed exclusively by the laws of Malta. Disputes arising out of or relating to this same Licence Agreement shall be brought before Arbitration in Malta, and you hereby accept that the arbitration procedure shall be regulated by the rules on arbitration set out in the Arbitration Act (Chapter 387 of the Laws of Malta).