IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE DOWNLOADING ANY SOFTWARE FROM THIS WEBSITE.
You will not be able to download Cullian Corporation or to activate a Cullian Corporation Licence until you have read and accepted these terms. Once you have downloaded the Cullian Corporation you will not be able to cancel and the Registered Account Holder will be committed to the first year licence fee.
Where you are acting as a consumer nothing in these terms is intended to nor shall it have the effect of limiting or excluding your statutory rights.
This Software has the following minimum system requirements:
Android OS 2.1
Apple IOS 5.1.1
“Account Holder” means the person who has registered an account with Us and to whom the Licence has been issued;
“Activation” means the process by which the Licence bought either by You or by another on Your behalf is activated;
“Cullian Corporation” means a suite of communication products and devices provided by Us or by our associates;
“Intellectual Property Rights” means all patents, utility models, registered and unregistered trade marks and service marks, trade and business names, copyright (including database rights), rights in domain names, design rights and registered designs, know how and any other intellectual property rights (including applications for or rights to apply for any rights) whether enforceable in the United Kingdom or otherwise;
“Licence” means the licence to use the Software to which this EULA relates;
“Service” means the VoIP service made available to You by use of the Software; “Software” means the IMA software including its associated documentation which enable VoIP services to be delivered and to which this EULA relates;
“Term” means a period of 12 months commencing on the date of Activation or on an anniversary of that date for as long as he Account Holder continues to pay the Licence Fees. Each such period of 12 months shall be treated for the purposes of this EULA as a separate Term;
“You” means you, the person who activates the Licence and who will use the Software and the Services.
“We” or “Us” means Zhuoyitong Industrial Co., Limited, Unit 4, 7/F, Bright Tower, Mong KOK, Hong Kong.
2.1 The quality and availability of the Service may be affected by factors beyond Our control including, but not limited to: technical issues, government or regulatory action, insolvency of, default or industrial action by any third party providing telecommunications networks or internet services on which the Service relies or faults in or adverse performance of any such networks and services.
2.2 We reserve the right to vary the technical specifications of the Services from time to time with or without notice.
2.3 We do not have control over and We are not responsible for the content of any communication You may receive using the Service.
2.4 You acknowledge that You are aware that the Service may not provide access to emergency services using short dial codes in the way that traditional fixed line or mobile services do.
3. CONDITIONS OF USE OF THE SERVICE
3.1 You agree not to use (and not to allow any person to use) the Service to receive, store, display, send or publish any material which is offensive, abusive (racially, ethnically or otherwise), indecent or defamatory; causes a nuisance or annoyance to any third party (including repeated unsolicited communications without reasonable cause); violates any law regarding unfair competition, anti-discrimination, false advertising or consumer protection or any other applicable law, regulation or code or in any way is otherwise unlawful.
3.2 You agree to comply with all reasonable instructions, requests for information, security checks and other checks issued by Us in connection with the use of the Service.
3.3 The Account Holder is responsible for all charges on the account whether incurred by You personally or otherwise.
4. SUSPENSION OF THE SERVICE
4.1 We may suspend all or any part of the Service without notice or, if applicable, refuse to activate the Service:
4.1.1 if You or the Account Holder are in breach of any part of this EULA including, but not limited to, any failure to pay the relevant charges;
4.1.2 if We have reason to believe that false particulars were supplied upon Registration or that this EULA or the agreement to purchase the Licence were entered into fraudulently;
4.1.3 if We have reason to believe that fraudulent or improper use is being made of the Service or the Account Holder’s account;
4.1.4 if We are notified of the theft loss or destruction of the computer on which You have installed the Software;
4.1.5 to investigate a complaint made against You or the Account Holder;
4.1.6 if it is necessary to carry out maintenance, modifications or improvements of the Service (although We will use Our best endeavours to keep suspension of the Service to a minimum); or
4.1.7 for reasons beyond Our control.
5 GRANT AND SCOPE OF LICENCE
5.1 In consideration of payment by the Account Holder of the agreed Licence Fee to Us and You agreeing to abide by the terms of this EULA, We have granted to the Account Holder a limited, non-exclusive, non-transferable, non-sublicensable, licence to download, install and use the Software and the Documentation including the right to authorise You to do these things on its behalf.
5.2 You may:
5.2.1 download, install and use the Software for your private or personal business purposes only on one computer (CPU);
5.2.2 receive and use on that computer any free supplementary software code or update of the Software incorporating “patches” and corrections of errors as may be provided by Us from time to time;
5.2.3 use any Documentation in support of the use permitted hereunder and make one copy of the Documentation as is reasonably necessary for its lawful use.
6 YOUR UNDERTAKINGS
6.1 Except as expressly set out in this EULA or as permitted by any local law, You undertake:
6.1.1 not to copy or to permit the copying of the Software or Documentation except where such copying is incidental to normal use of the Software, or where it is necessary for the purpose of back-up or operational security;
6.1.2 not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software or Documentation;
6.1.3 not to make or permit the making of alterations to, or modifications of, the whole or any part of the Software, nor permit the Software or any part of it to be combined with, or become incorporated in any other programs;
6.1.4 not to disassemble, decompile, reverse engineer or create derivative works based on, the whole or any part of the Software nor attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Software with another software program, and provided that the information obtained by You during such activities:
(i) is used only for the purpose of achieving inter-operability of the Software with another software program; and
(ii) is not unnecessarily disclosed or communicated, without Our prior written consent, to any third party; and
(iii) is not used to create any software which is substantially similar to the Software;
6.1.5 to keep any copy of the Software secure and to maintain accurate and up-to date records of the location of all copies of the Software;
6.1.6 to replace the current version of the Software with any updated or upgraded version or new release provided by Us under the terms of this EULA immediately on receipt;
6.1.7 not to provide or otherwise make available the Software in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person without prior written consent from Us;
6.1.8 not to use the Software via any communications network or by means of remote access other than that for which it is designed to be used;
6.1.9 not to use the Software in any way which might interfere with the normal functioning of or which might compromise any satellite or terrestrial communications networks over which the Service operates;
6.1.10 not to use the Service or the Software in the perpetration or attempted perpetration of technological fraud or which is in contravention of any of the provisions of this EULA;
6.1.11 and agree that You are aware of and give Your consent that for regulatory and commercial reasons We may keep a record of certain data relating to calls, messages and internet activity using the Service (“CDR”) and that You may be identifiable from the CDR and that it may therefore constitute personal data under the Data Protection Act 1998 or similar legislation in other jurisdictions.
6.2 You hereby indemnify Us and hold Us harmless from any liability or costs including reasonable legal fees arising from or connected with any act or omission by You which is in breach of this EULA or any third party rights or is in contravention of any applicable legislation.
6.3 You understand and agree that You use the Software entirely at Your own risk to the maximum extent permitted by law.
7 INTELLECTUAL PROPERTY RIGHTS
7.1 You acknowledge that all intellectual property rights in the Software and the Documentation and in the Service anywhere in the world belong to Us, or Our affiliates, that rights in the Software are licensed (not sold) to You or the Account Holder, and that You have no rights in, or to, the Software or the Documentation or the Service other than the right to use them in accordance with the terms of this EULA.
7.2 You acknowledge that you have no right to have access to the Software in source code form or in unlocked coding or with comments.
8 OUR LIABILITY
8.1 Nothing in this EULA shall limit or exclude the liability of either party for death or personal injury resulting from negligence, fraud, fraudulent misrepresentation, or deliberate personal repudiatory breaches of this EULA or any other liability which cannot be excluded by law.
8.2 Subject to clause 8.1, Our liability for losses suffered by You arising out of or in connection with this EULA (including any liability for the acts or omissions of Our employees, agents and subcontractors), whether arising in contract, tort (including negligence), misrepresentation or otherwise, shall be limited and specifically exclude the following:
8.2.1 loss of income;
8.2.2 loss of business, profits or contracts;
8.2.3 business interruption;
8.2.4 loss of the use of money or anticipated savings;
8.2.5 loss of information;
8.2.6 loss of opportunity, goodwill or reputation;
8.2.7 loss of, damage to or corruption of data; and
8.2.8 any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise,
Whether or not We have been advised of the possibility of any such losses arising.
8.3 Subject to clauses 8.1 and 8.2 Our liability under or in connection with this EULA, or any collateral contract, whether in contract, tort (including negligence) or otherwise, is to the Account Holder and shall be limited in aggregate to a sum equal to the annual Licence Fee.
8.4 Subject to clauses 8.1, 8.2 and 8.3, Our liability for infringement of third- party intellectual property rights shall be limited to breaches of rights subsisting in the UK.
8.5 This EULA sets out the full extent of Our obligations and liabilities in respect of the supply of the Software and Services. In particular, there are no conditions, warranties, representations or other terms, express or implied, that are binding on Us except as specifically stated in this EULA. Any condition, warranty, representation or other term concerning the supply of the Software and Service which might otherwise be implied into, or incorporated in, this EULA, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law..
9.1 You may terminate this EULA by giving one month’s written notification to Us at any time, provided that all charges properly invoiced to the Account Holder are fully paid prior to such notice expiring. In addition the Account Holder will remain liable for charges incurred prior to the date of expiry of the notice but not yet invoiced. Neither the Account Holder nor You will be entitled to any refund of the annual Licence Fee.
9.2 You may terminate this EULA immediately upon request in writing to Us
9.2.1 We are in breach of an important obligation under this EULA and fail to remedy the breach within 21 days of being asked to do so by You in writing;
9.2.2 The Services are permanently unavailable to You.
9.3 We may terminate this EULA and neither the Account Holder nor You will be entitled to any refund in whole or in part of the annual Licence Fee if:
9.3.1 You or the Account Holder breach an important term or condition of this EULA (including, but not limited to, failure to pay any charges due or any increase in the Deposit);
9.3.2 You or the Account Holder breach a lesser term or condition of this EULA and fail to remedy the breach within 14 days of being asked to do so in writing by Us;
9.3.4 any licence or other permission required (whether by Us or otherwise) to run the Service is revoked; or
9.3.5 all Services are permanently unavailable.
10 CONSEQUENCES OF TERMINATION
10.1 Upon termination of this EULA:
10.1.1 All rights granted to You under this EULA shall cease and You will no longer be entitled to use the Service;
10.1.2 You must immediately delete or remove the Software from all computer equipment in Your possession or under Your control and immediately destroy or return to Us (at Our option) any copy of the Software then in Your possession, custody or control and, in the case of destruction, certify to Us that you have done so.
11.1 We reserve the right, at any time, to assign our rights and obligations under this EULA to any third party.
11.2 This EULA is personal to You. You may not assign any or all of Your rights and obligations under this EULA.
11.3 This EULA is binding on Us and You and on our respective successors and assigns.
12.1 All notices given by You to Us must be given by e-mail to firstname.lastname@example.org. We may give notice to you by either e- mail to the e-mail address provided by the Account Holder at time of Registration for that purpose or by posting it on our website at http://www.cullian.com Notice will be deemed received and properly served immediately when posted on our website or 24 hours after an e-mail is sent to the Account Holder. In proving the service of any notice it will be sufficient to prove, in the case of an e-mail, that such e- mail was sent to the specified e-mail address of the addressee.
13 EVENTS OUTSIDE OUR CONTROL
13.1 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 events outside our reasonable control (Force Majeure Event).
13.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following: (a) strikes, lock-outs or other industrial action; (b) civil commotion, iot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; (c) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; (d) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; (e) impossibility of the use of public or private telecommunications networks; (f) the acts, decrees, legislation, regulations or restrictions of any government.
13.3 Our performance under this EULA is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under this agreement may be performed despite the Force Majeure Event.
14 THIRD PARTY BENEFITS
14.1 Except as expressly set out herein this EULA does not confer any benefit on any third party under The Contracts (Rights of Third Parties) Act 1999 or by any other means.
15.1 Any waivers, concessions or extra time granted by Us to You are limited to the specific circumstances in which they are granted and do not otherwise affect Our rights.
16 CHANGES TO THE CONTRACT
16.1 We reserve the right to make changes to this EULA and to notify you of such changes by posting them on our website and/or requiring you to accept an amended EULA on Your next access to the Services. We may substitute any clause or condition of this EULA which is not legally effective with a clause or condition of similar meaning, which is legally effective. If a clause or condition of this EULA is not legally effective, the legal effect of the remaining part of this EULA shall be unaffected
17 ENTIRE AGREEMENT
17.1 You acknowledge that, in entering into this EULA, You have not relied on any representation, undertaking or promise given or implied from anything said or written in negotiations between us prior to entering into this EULA except as expressly stated in this EULA.
18 GOVERNING LAW
18.1 This EULA is subject to laws of the England and Wales and any action concerning this EULA must be brought in the court of England and Wales save that We may seek injunctive relief in any appropriate jurisdiction in order to stop, prevent or remedy any breach or threatened breach of this EULA by You.