TERMS OF USE
User License Agreement for WHYEVA APPLICATIONS
NOTE: PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE PROCEEDING WITH THE INSTALLATION: THIS END USER LICENSE AGREEMENT (HEREINAFTER "AGREEMENT") CONSTITUTES A LEGAL AGREEMENT BETWEEN WHYEVA COMPANY AND YOU, AND SETS FORTH THE TERMS AND CONDITIONS FOR THE DOWNLOAD, INSTALLATION AND USE OF APPLICATIONS DEVELOPED BY WHYEVA COMPANY.
BY DOWNLOADING, INSTALLING OR USING WHYEVA COMPANY APPLICATIONS, YOU AGREE TO BE BOUND BY THIS AGREEMENT AND YOU CONFIRM THAT YOU ARE DULY AUTHORIZED TO ENTER INTO THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL OR USE THE WHYEVA COMPANY APPLICATION. For the purposes of this Agreement, WhyEva Company shall be represented by Daria Saltykova in her capacity as Chief Manager.
DEFINITIONS
For the purposes of this Agreement, "Application" (hereinafter "APPLICATION") means the icon or coded symbol, including the software that includes it, which may include programs and services, media, and associated "online" documentation, that may appear on your Smartphone or Tablet and that allow you to perform the functionalities and functions of the application. "Eva" refers to the company WhyEva whose registered office is located in Luxembourg, Rue du Laboratoire, 9. The APPLICATION is protected by copyright, trademark law and any other law or treaty relating to intellectual property. The APPLICATION is the subject of a user license.
1. LICENSE GRANT
WhyEva grants you the limited, non-exclusive, non-transferable right to install and use the APPLICATION on a Smartphone or Tablet that you own or control. This license does not authorize you to use the APPLICATION on a Smartphone or Tablet that you do not own or control, and you may not distribute or disseminate the APPLICATION over a network where it could be used simultaneously by multiple devices. The terms of this license shall govern any update/upgrade provided by WhyEva Company that replaces and/or is in addition to the original APPLICATION, unless such update/upgrade is accompanied by a separate license, in which case the terms of such license shall govern. If Company provides an update for the SOFTWARE, use of the updated SOFTWARE remains subject to the terms of this Agreement exclusively.
2. DESCRIPTION OF RIGHTS AND RESTRICTIONS
Under no circumstances may you:
- remove any legal notice from any or all copies of the APPLICATION;
- rent, lease, lend, sell or sublicense the use of the APPLICATION;
- decompile, reverse engineer, disassemble, modify or create derivative works from all or any part of the APPLICATION or its updates, or derive, modify, block, alter or circumvent any of the functions or protections of the APPLICATION, except and only to the extent that such activity is expressly permitted by applicable law, notwithstanding this restriction;
- distribute registered copies of the APPLICATION to third parties;
If the APPLICATION can be configured with settings provided by WhyEva, you may adjust such settings to the extent permitted by WhyEva without violating the terms of this Agreement.
3. ASSISTANCE
WhyEva may offer you support services in connection with the APPLICATION. Any updates/upgrades provided as part of such support services shall be considered an integral part of the APPLICATION subject to the terms and conditions of this Agreement. If you have any questions regarding the APPLICATION, please contact us by mail at WhyEva in Luxembourg, Rue du Laboratoire, 9 or by e-mail at
info@whyeva.com.
4. PROPERTY RIGHTS AND OWNERSHIP
All rights, titles and interests relating to the APPLICATION and any copies thereof are the exclusive property of WhyEva. All title and intellectual property rights in and to the content accessible through the use of the APPLICATION are the property of their respective owners and may be protected by applicable copyright or other intellectual property laws, statutes or treaties. Such rights do not grant you any right to use such content. WhyEva reserves all rights not expressly granted in this Agreement.
You acknowledge that in the event of a claim by a third party that the APPLICATION or your possession or use of the APPLICATION infringes such third party's rights, WhyEva may only, in its sole discretion, including but not limited to investigating, challenging and settling such claim of intellectual property infringement. You must immediately notify WhyEva in writing of such claim upon being notified and grant WhyEva full and exclusive authority and cooperation to dispute or settle such claim. You must immediately cease all use of the affected APPLICATION. Otherwise, you shall indemnify WhyEva for any claims and hold WhyEva harmless for any damages arising from such negligence.
5. CONCLUSION OF THE CONTRACT
This contract applies to the use of the APPLICATION by a commercial or professional end user. If you are a consumer, this contract does not give you any rights. This Agreement is a legal agreement between you and the Licensor for the use of the APPLICATION in accordance with the provisions explicitly set forth in Section 4. By installing the APPLICATION or exercising the rights granted to you to use the APPLICATION, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of the agreement, you must immediately remove the APPLICATION.
THE CONDITIONS GOVERNING MOBILE APPLICATION STORES SUCH AS APP STORE OR GOOGLE PLAY ALSO APPLY. The manner of use of the APPLICATION may also be governed by the rules and policies of the App Store and Google Play. In the event of any discrepancy between these Terms and the terms of the app store rules and policies, the app store rules and policies shall prevail.
From time to time, the APPLICATION may be updated automatically and the service may be modified to improve its operation, expand its functionality, adapt to changes in the operating system or address security issues. There may also be times when we ask you to update the APPLICATION for these reasons. If you choose not to install such updates or to disable automatic updates, continued use of the APPLICATION and the services may not be guaranteed.
The APPLICATION is designed to work with the current or previous version of the operating systems (to the extent that it may be updated from time to time) and to match the description of the APPLICATION presented to you at the time you install it.
6. TERM AND TERMINATION
This Agreement shall be effective from the time you begin using the SOFTWARE until the time you cease using the SOFTWARE. This Agreement shall remain in effect until terminated. The rights granted under this license shall automatically terminate, without notice to you, if you fail to comply with any term of this Agreement. Upon termination of the license, you must cease all use of the APPLICATION and destroy all copies of the APPLICATION or any portion thereof in your possession. WhyEva reserves the right to withdraw your access to the APPLICATION, without any refund of any fees paid.
7. DISCLAIMER OF WARRANTY
WhyEva does not warrant or assume responsibility for the accuracy or completeness of the information, text, graphics, links or any other items that may be included in the APPLICATION.
YOU EXPRESSLY ACKNOWLEDGE THAT USE OF THE APPLICATION IS SOLELY AT YOUR OWN RISK AND THAT YOU ASSUME THE ENTIRE RISK AS TO ITS SATISFACTORY QUALITY, PERFORMANCE AND ACCURACY. INFORMATION AND ADVICE, WHETHER ORAL OR WRITTEN, GIVEN BY WHYEVA OR ANY OF ITS AUTHORIZED REPRESENTATIVES DOES NOT CONSTITUTE A WARRANTY. THE APPLICATION IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND, AND WHYEVA COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. WHYEVA DOES NOT WARRANT THAT YOU WILL NOT ENCOUNTER ANY PROBLEMS WHILE USING THE APPLICATION, THAT THE FUNCTIONS CONTAINED IN THE APPLICATION OR THE SERVICES PERFORMED OR PROVIDED BY THE APPLICATION WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE APPLICATION OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL DEFECTS IN THE APPLICATION WILL BE CORRECTED.
Applicable laws in some states or provinces do not allow the exclusion of implied warranties, so the above limitations may not apply to you. Some rights may vary by jurisdiction.
8. LIMITATION OF LIABILITY
TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION, UNDER NO LEGAL CIRCUMSTANCES AND REGARDLESS OF THE TYPE OF LIABILITY ASSERTED (CONTRACTUAL, TORT OR OTHERWISE) SHALL WHYEVA COMPANY BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DAMAGES, CLAIMS OR COSTS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COLLATERAL, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING FROM LOSS OF GOODWILL, BUSINESS INTERRUPTION, DEVICE FAILURE OR MALFUNCTION, OR LOSS OF DATA OR PROFIT. THE FOREGOING LIMITATION SHALL APPLY EVEN IF WHYEVA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR OF ANY CLAIM BY ANY OTHER PARTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER THE COMPANY NOR ITS LICENSOR WARRANTS THAT THE SOFTWARE WILL BE ERROR FREE OR MEET YOUR REQUIREMENTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THE COMPANY NOR ITS LICENSOR SHALL BE LIABLE FOR ANY DAMAGES SUFFERED BY YOU, INCLUDING, BUT NOT LIMITED TO, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE COMPANY'S LIABILITY UNDER THE TERMS OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU UNDER THIS AGREEMENT.
WHYEVA COMPANY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICATION, IF ANY. Nothing in this Agreement limits WhyEva's liability to you for death or personal injury or damage resulting from gross negligence or willful misconduct.
9. INDEMNIFICATION
You agree to indemnify, hold harmless and defend WhyEva from and against any claim, suit or proceeding, including reasonable attorneys' fees, arising out of anything you do or fail to do in violation of this End User License Agreement, any agreement, law or regulation or any court or government order, provided that WhyEva immediately notifies you in writing of such claim, suit or proceeding after WhyEva has been notified in writing and grants you full and exclusive authority and cooperation to contest and settle such claim, suit or proceeding.
10. USE OF INFORMATION
You acknowledge and agree that WhyEva may collect and use technical data and related information, including but not limited to technical information about your device, system and application software, and peripherals, that is collected on a regular basis to facilitate the provision of software updates, product support services, and other services (if any) related to the APPLICATION. WhyEva may use this information, provided it is in a form that does not personally identify you, to improve its products or to provide you with services or technology. The privacy policy governing such use of information is available on WhyEva's website. Emails we send you may include a web beacon that notifies us when you receive or open the email, or click on a link in the email. If you no longer want us to collect this information from our marketing emails, you may opt out of receiving marketing emails from us via your WhyEva company's website or ask WhyEva company to opt out.
11. EXPORT
You must comply with all export and re-export (control) restrictions and regulations. You shall not transfer, or encourage, assist or authorize the transfer of the APPLICATION or the underlying information or technology to any country that is not authorized or in violation of such restrictions and regulations. By using the APPLICATION, you agree to the foregoing and you represent and warrant that you are not (i) located in, under the jurisdiction of, or a national or resident of any country or (ii) an entity or person subject to a goods embargo imposed by any government agency or competent export authority.
12. APPLICABLE LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the law of the country where your WhyEva company is located, with the exception of private international law and the United Nations Convention on Contracts for the International Sale of Goods. Any claim or dispute arising out of or relating to this Agreement shall be settled exclusively by the competent court in the country where company WhyEva is located.
Claim" or "dispute" means any dispute, action or other difference between you and WhyEva regarding the APPLICATION or this Agreement, whether in contract, warranty, tort or statute.
This Agreement describes certain rights. You may have other rights under the laws of your country. You may also have rights in relation to the party (the WhyEva company) from which you acquired the APPLICATION. This Agreement does not affect such other rights if the laws of your country do not allow it.
13. ENTIRE AGREEMENT AND AMENDMENT
You acknowledge that this Agreement constitutes the entire agreement between WhyEva and you with respect to the subject matter of this Agreement and that this Agreement supersedes in its entirety any and all previous written or oral agreements between WhyEva and you with respect to the subject matter of this Agreement. YOU AGREE THAT NONE OF THE TERMS AND CONDITIONS CONTAINED IN ANY PURCHASE ORDER OR OTHER ORDERING DOCUMENT SHALL BE BINDING ON WHYEVA OR MODIFY THIS AGREEMENT IN ANY WAY. No modification of this Agreement shall be binding on WhyEva unless expressly agreed to in writing by WhyEva and signed by one of its authorized representatives.
14. AUTONOMY OF CONTRACT PROVISIONS
If any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable, the parties hereby request such court to modify such provision to the minimum extent necessary to render it valid, legal and enforceable, and if such court refuses or is unable to make such modification, such provision shall be deleted from this Agreement. In any event, the remaining provisions of this Agreement shall remain in full force and effect.
15. WAIVER
Any delay or failure by WhyEva to exercise any right or remedy shall not constitute a waiver of such right or remedy.
16. ASSIGNMENT
You may not assign, transfer or sublicense any of your rights or obligations under this Agreement, in whole or in part, by operation of law or otherwise, without the prior written approval of WhyEva. WhyEva may assign its rights or obligations to a third party without your approval.
17. HEADINGS
The section headings are provided for convenience or informational purposes only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect.
[IF APPLICABLE:] 18. THIRD PARTY SOFTWARE
WhyEva provides the following copyright notice for third party software included in the APPLICATION. This notice is required by the relevant copyright holder and does not affect your license to use such software. If you use the third-party software, you must also comply with the applicable terms. In the event of a dispute between the terms of this Agreement and the terms of the Third Party Software, the terms of the Third Party Software shall apply to your use of the Third Party Software. The Company assumes no responsibility for the Third Party Software.
19. SEVERABILITY
Nothing in this Agreement shall be construed to require the performance of any act contrary to law. If any part of this Agreement is declared invalid, illegal or unenforceable by any authority having jurisdiction, such declaration shall prevail, the part shall be severed and limited to the extent required for compliance with legal requirements and all other provisions of this Agreement shall remain in full force and effect.
20. COMPLIANCE WITH LAWS
You agree to comply with all applicable laws and regulations that may govern your use of this Licensed Software and you agree to indemnify and hold the Company harmless from any claims, damages, losses or liabilities suffered or incurred by the Company arising out of your failure to comply.
21. PERSONAL DATA
WhyEva does not collect, store or otherwise process your personal data through your use of the APPLICATION, if not statet othervise in WhyEva Data Protection Privacy.
22. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement entered into and supersedes all prior or contemporaneous agreements or communications regarding the matters to which it relates.
23. TERMINATION OF PRODUCTS AND SERVICES
WhyEva shall have the right to stop, terminate or cease distribution, provision and/or sale of the APPLICATION, activation keys and/or service at its discretion upon at least 3 months' notice.
15/09/2022