Please read this EULA carefully, as it sets out the basis upon which we license the Software for use. It also applies to your use of our Cloud Services, which can be accessed using the Software. Before you use the Software, we will ask you to give your express agreement to the provisions of this EULA.
Unless we have agreed otherwise with a relevant Customer: (i) you must be at least 18 years of age to create an account to use the Software; (ii) by using the Software, you warrant and represent to us that you are at least 18 years of age; and (iii) we may terminate your right in relation to the Software and Cloud Services, and may delete your account, if we know or reasonably suspect that you are not at least 18 years of age.
1. Definitions
1.1 In this EULA:
"App Store" means any online sales and distribution platform operated by a third party by means of which the User obtained the Software;
"App Store Terms and Conditions" means the terms and conditions of any App Store that set out any rights and/or obligations of the User in relation to the Software;
"Cloud Services" means:
(a) the hosted services made available by the Licensor to a Customer under a Customer Agreement, which that Customer may permit the User to access through the internet and by means of the Software, and which may include private environments of the Customer; and
(b) the public environments maintained by the Licensor, which the Licensor may permit the User to access through the internet and by means of the Software;
"Customer" means a corporate or institutional customer of the Licensor for the Cloud Services;
"Customer Agreement" means an agreement between the Licensor and a Customer, under which the Customer has a right to use the Cloud Services;
"Effective Date" means the date upon which the User agrees to this EULA;
"EULA" means this end user licence agreement, including any amendments to this end user licence agreement from time to time;
"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
"Licensor" means Ingenieria Digital Oviedo SL, a company incorporated in Spain (registration number ESB33599580) having its registered office at c/Campoamor 28, 33001 Oviedo, Spain:
"Platform" means the platform managed by the Licensor and used by the Licensor to provide the Cloud Services, including the application and database software for the Cloud Services, the system and server software used to provide the Cloud Services, and the computer hardware on which that application, database, system and server software is installed;
"Software" means the Virtway World native software application for Windows, MacOS, iOS and/or Android and any browser plugin, mobile app or other software published by the Licensor and designed to be used in conjunction with the Cloud Services;
"Source Code" means the Software code in human-readable form or any part of the Software code in human-readable form, including code compiled to create the Software or decompiled from the Software, but excluding interpreted code comprised in the Software;
"Update" means a hotfix, patch or minor version update to the Software;
"User" means the person to whom the Licensor grants a right to use the Software under this EULA; and
"User Data" means all data, works and materials uploaded to or stored on the Platform by the User or transmitted by the Platform at the instigation of the User.
2. Term
2.1 This EULA shall come into force upon the Effective Date.
2.2 This EULA shall continue in force indefinitely, subject to termination in accordance with Clause 15 or any other provision of this EULA.
3. App Stores
3.1 The User acknowledges that, in addition to this EULA, any applicable App Store Terms and Conditions may apply to the use of the Software and the other matters contemplated in this EULA.
3.2 In the event of any conflict between this EULA and the App Store Terms and Conditions, the provisions of the former shall take precedence.
3.3 Those provisions of the App Store Terms and Conditions that impose obligations and/or liabilities on the User in relation to the Software are hereby incorporated into this EULA for the benefit of the Licensor, and as such shall be enforceable by the Licensor against the User.
3.4 The User acknowledges that the operator of the App Store has rights under the App Store Terms and Conditions which may affect the exercise of the User's rights under this EULA. Subject to Clause 14.1, the Licensor will not be in breach of this EULA as a result of, and will not be liable to the User in respect of any loss or damage arising out of, the operator's exercise of its rights under the App Store Terms and Conditions.
4. Licence
4.1 The Licensor hereby grants to the User from the date of supply of the Software to the User a non-exclusive and worldwide licence to use the Software for the purpose of accessing the Cloud Services only, subject to the limitations and prohibitions set out and referred to in this Clause 4.
4.2 The User may not sub-license and must not purport to sub-license any rights granted under Clause 4.1 without the prior written consent of the Licensor, save to the extent expressly provided otherwise in this EULA.
4.3 Save to the extent expressly permitted by this EULA or required by applicable law on a non-excludable basis, any licence granted under this Clause 4 shall be subject to the following prohibitions:
(a) the User must not sell, resell, rent, lease, loan, supply, publish, distribute or redistribute the Software;
(b) the User must not alter, edit or adapt the Software; and
(c) the User must not decompile, de-obfuscate or reverse engineer, or attempt to decompile, de-obfuscate or reverse engineer, the Software.
5. Source Code
5.1 Nothing in this EULA shall give to the User or any other person any right to access or use the Source Code or constitute any license of the Source Code.
6. Accounts and Cloud Services
6.1 If the User is under the age of 18 and has been permitted to use the Software and Cloud Services by virtue of an agreement between the Licensor and a relevant Customer, the User must only use the private Cloud Services environment(s) of that Customer, and must not use any public Cloud Services environment.
6.2 The User must not allow any other person to use the User's account to access the Cloud Services, and must notify the Licensor in writing immediately if the User becomes aware of any unauthorised use of his or her account.
6.3 The User must not use any other person's account to access the Cloud Services.
6.4 The User's user ID must not be liable to mislead, and must comply with the content rules set out in Clause 8 and any other rules that the Licensor may specify through the Cloud Services.
6.5 The User must not use his or her account or user ID for or in connection with the impersonation of any other person.
6.6 The User must keep his or her password confidential.
6.7 The User must notify us in writing immediately if the User becomes aware of any disclosure of his or her password.
6.8 The User is responsible for any activity on the Cloud Services arising out of any failure to keep his or her password confidential, or arising out of the use of his or her account by any other person, and may be held liable for any losses arising out of such a failure.
6.9 The Licensor does not guarantee the continuous or uninterrupted availability of the Cloud Services. The Licensor may cease the provision of the Cloud Services, to the User or generally, at any time, with or without notifying the User.
6.10 All the limitations and exclusions of liability and warranties, and the special acknowledgements by the User, that are set out in this EULA and expressed to relate to the Software shall apply in respect of the Cloud Services in addition to the Software.
7. User Data
7.1 The User warrants to the Licensor that the User Data will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.
8. Acceptable use policy
8.1 The User must ensure that the User Data and the User's use of the Software and Cloud Services comply with the rules set out in this Clause 8.
8.2 The User must not use the Software or Cloud Services in any way that causes, or may cause, damage to the Software or Cloud Services or impairment of the availability or accessibility of the Software or Cloud Services.
8.3 The User must not use the Software or Cloud Services:
(a) in any way that is unlawful, illegal, fraudulent, deceptive or harmful; or
(b) in connection with any unlawful, illegal, fraudulent, deceptive or harmful purpose or activity.
8.4 The User Data must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).
8.5 The User Data and its use by the Licensor in any manner licensed or otherwise authorised by the User, must not:
(a) be libellous or maliciously false;
(b) be obscene or indecent;
(c) infringe any copyright, moral right, database right, trade mark right, design right, right in passing off or other intellectual property right;
(d) infringe any right of confidence, right of privacy or right under data protection legislation, including under the General Data Protection Regulation (Regulation (EU) 2016/679);
(e) constitute negligent advice or contain any negligent statement;
(f) constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;
(g) be in contempt of any court, or in breach of any court order;
(h) constitute a breach of racial or religious hatred or discrimination legislation;
(i) be blasphemous;
(j) constitute a breach of official secrets legislation; or
(k) constitute a breach of any contractual obligation owed to any person.
8.6 The User must ensure that the User Data is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint.
8.7 The User must ensure that the User Data is appropriate for all persons who have access to or are likely to access the User Data in question.
8.8 The User Data must not depict violence in an explicit, graphic or gratuitous manner or promote violence or self-harm.
8.9 The User Data must not feature nudity or be pornographic or sexually explicit.
8.10 The User Data must not consist of or contain any advice, instructions or other information that may be acted upon and could, if acted upon, cause death, illness or personal injury, damage to property, or any other loss or damage.
8.11 The User Data must be appropriate, civil and tasteful, and accord with generally accepted standards of etiquette and behaviour on the internet.
8.12 The User Data must not be offensive, deceptive, threatening, abusive, harassing, menacing, hateful, discriminatory or inflammatory.
8.13 The User Data must not be liable to cause annoyance, inconvenience or needless anxiety.
8.14 The User must not use the Software or Cloud Services to send any hostile communication or any communication intended to insult) or harass any person or group of people.
8.15 The User must not use the Software or Cloud Services for the purpose of deliberately upsetting or offending others.
8.16 The User must not unnecessarily flood the Software or Cloud Services with material relating to a particular subject or subject area, whether alone or in conjunction with others.
8.17 The User must at all times be courteous and polite to other users of the Software or Cloud Services.
8.18 The User Data must not constitute or contain spam, and the User must not use the Software or Cloud Services to store or transmit spam - which for these purposes shall include all unlawful marketing communications, bulk marketing communications and unsolicited commercial communications.
8.19 The User must not use the Software or Cloud Services to promote, host or operate any chain letters, Ponzi schemes, pyramid schemes, matrix programs, multi-level marketing schemes, "get rich quick" schemes or similar letters, schemes or programs.
8.20 The User must not use the Software or Cloud Services in any way which is liable to result in the blacklisting of any of the Licensor's IP addresses.
8.21 The User must not, without the Licensor's prior written consent, use the Software or Cloud Services for any purpose relating to:
(a) gambling, gaming, betting, lotteries, sweepstakes, prize competitions or any gambling-related activity;
(b) the offering for sale, sale or distribution of drugs or pharmaceuticals; or
(c) the offering for sale, sale or distribution of knives, guns or other weapons.
8.22 The User must not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Software or Cloud Services.
8.23 The User must not link to any material using or by means of the Software or Cloud Services that would, if it were made available through the Software or Cloud Services, breach the provisions of this EULA.
8.24 The User Data must not contain or consist of, and the User must not promote, distribute or execute by means of the Software or Cloud Services, any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies.
8.25 The User Data must not contain or consist of, and the User must not promote, distribute or execute by means of the Software or Cloud Services, any software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer.
8.26 The User must not perform any penetration or security testing on the Cloud Services.
8.27 The User must not take any action that results in an excessive or unreasonable load on the Cloud Services.
8.28 The User acknowledges that the Licensor may actively monitor the User Data and the use of the Software or Cloud Services (excluding the content of text and voice chat messages) for analytics purposes.
8.29 The User must not make or permit the making of any recording of content or communications from within the Cloud Services except with the prior written consent of all persons identified in or otherwise involved with that content or those communications.
8.30 The User must not republish (including via livestreaming) any content or communications from within the Cloud Services except with the prior written consent of all persons identified in or otherwise involved with that content or those communications.
9. Updates
9.1 The User must apply to the Software each Update made available by the Licensor.
9.2 If the User does not apply an Update to the Software, then the User shall cease to have any right to use the Software until such time as it does so. The User acknowledges that the Licensor may use technical measures to enforce this Clause 9.2.
10. Privacy policy
10.1 Any personal data that the User supplies to the Licensor under or in connection with this EULA shall be processed in accordance with the privacy policy of the Licensor, the current version of which can be viewed at https://www.iubenda.com/privacy-policy/16106886.
11. No assignment of Intellectual Property Rights
11.1 Nothing in this EULA shall operate to assign or transfer any Intellectual Property Rights from the Licensor to the User, or from the User to the Licensor.
12. Limited warranties
12.1 All of the parties' warranties and representations in respect of the subject matter of this EULA are expressly set out in this EULA. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this EULA will be implied into this EULA or any related contract.
13. Acknowledgements and warranty limitations
13.1 The User acknowledges that when using the Software and Cloud Services, and notwithstanding the acceptable use provisions of this EULA, the User may receive communications from other users that breach those provisions (such as harassing, abusive and threatening communications). The User agrees that, subject to Clause 14.1, the Licensor will not be liable to the User with respect to any such communications.
13.2 The User acknowledges that access to the Cloud Services depends upon the use of a stable and high-speed internet connection, and that the Licensor is not responsible for remedying or helping to remedy any inability to access the Cloud Services or any other issue relating to the Cloud Services that arises out of an inadequate internet connection or the configuration of the User's network.
13.3 The User acknowledges that the Software is subject to minimum hardware requirements and may not function properly or at all if installed on hardware that does not meet those requirements.
13.4 The User acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this EULA, the Licensor gives no warranty or representation that the Software or Cloud Services will be wholly free from defects, errors and bugs.
13.5 The User acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this EULA, the Licensor gives no warranty or representation that the Software or Cloud Services will be entirely secure.
14. Limitations and exclusions of liability
14.1 Nothing in this EULA will:
(a) limit or exclude any liability for death or personal injury resulting from negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way that is not permitted under applicable law; or
(d) exclude any liabilities that may not be excluded under applicable law.
14.2 The limitations and exclusions of liability set out in this Clause 14 and elsewhere in this EULA:
(a) are subject to Clause 14.1; and
(b) govern all liabilities arising under this EULA or relating to the subject matter of this EULA, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this EULA.
14.3 The Licensor will not be liable to the User in respect of any losses arising out of a Force Majeure Event.
14.4 The Licensor will not be liable to the User in respect of any loss of profits or anticipated savings.
14.5 The Licensor will not be liable to the User in respect of any loss of revenue or income.
14.6 The Licensor will not be liable to the User in respect of any loss of business, contracts or opportunities.
14.7 The Licensor will not be liable to the User in respect of any loss or corruption of any data, database or software.
14.8 The Licensor will not be liable to the User in respect of any special, indirect or consequential loss or damage.
14.9 The aggregate liability of the Licensor to the User under this EULA shall not exceed EUR 100.
15. Termination
15.1 The Licensor may terminate this EULA by giving to the User‌ written notice of termination.
15.2 The User may terminate this EULA by deleting the Software from all the User's devices and storage media.
16. Effects of termination
16.1 Upon the termination of this EULA, all of the provisions of this EULA shall cease to have effect, save that the following provisions of this EULA shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 3, 5, 7.1, 13, 14, 16 and 17.
16.2 Except to the extent that this EULA expressly provides otherwise, the termination of this EULA shall not affect the accrued rights of either party.
17. General
17.1 If any provision of this EULA is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this EULA will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
17.2 The Licensor may vary this EULA by publishing a new version on its website, and the continued use of the Software following such publication shall constitute the User's acceptance of that variation. Subject to this, this EULA may not be varied except by a written document signed by or on behalf of each of the parties.
17.3 The User hereby agrees that the Licensor may assign the Licensor's contractual rights and obligations under this EULA to any third party. Save to the extent expressly permitted by applicable law, the User must not without the prior written consent of the Licensor assign, transfer or otherwise deal with any of the User's contractual rights or obligations under this EULA.
17.4 The EULA shall constitute the entire agreement between the parties in relation to the subject matter of this EULA, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
17.5 This EULA shall be governed by and construed in accordance with Spanish law.
17.6 For the purposes of interpreting and resolving any conflicts that may arise between the parties as a result of any discrepancy, issue or claim resulting from executing or interpreting this Agreement or directly or indirectly related to it, and expressly waiving any other jurisdiction to which they may be entitled, the parties submit to the jurisdiction of the Courts and Tribunals of the City of Oviedo, Spain.