iQuila End User Licence Agreement

END USER LICENSE AGREEMENT

Between IQuila Ltd (“IQuila”)

And

End User

This End User License Agreement (“Agreement”) is a binding agreement between the end user (“you”, “your” or “End User”) of the software application and iQuila Cloud (as defined herein) and IQuila Ltd (“IQuila”). This Agreement governs your use of the IQuila Device Software, including the Hosted Software (both as defined herein) and all related documentation. The Device Software is licensed, not sold, to you.

BY DOWNLOADING/INSTALLING OR USING THE APPLICATION, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL OR USE THE APPLICATION AND DELETE IT FROM YOUR DEVICE.

Definitions
“Deidentified” means data that has been processed to remove, hide, encrypt, anonymize or aggregate identifying information such that one could not, using reasonable efforts, link such information back to you.
“End User Data” means data entered or uploaded by you to the iQuila website or online portal.
“Hosted Software” means the online software, platform and Hubs which you can access via the Device Software and your account that are hosted and maintained by IQuila.
“Device Software” means the downloadable software application offered by IQuila through which your IQuila network is accessed.
“Device” means a smartphone, Computer, Server, tablet, or other computing device on which the Device Software is installable or installed.
” Services” means the service running the iQuila virtual extended network (VEN)
“IQuila Data” means all information held on the portal and website.
“iQuila Cloud” means the data passed over the iQuila cloud service
“VEN” means Virtual Extended Network
License Grant
IQuila, through the Device Software, provides the Services for you to establish a layer 2 connection to the iQuila Cloud. Subject to your compliance with the terms of this Agreement, IQuila grants you a personal, limited, terminable, non-exclusive, non-transferable license to:

(a) download, install, and use the Device Software for your use on your Device strictly in accordance with the Device Software’s documentation; and
(b) access and use on such Device the Services made available in or otherwise accessible through the Device Software, strictly in accordance with this Agreement.

License Restrictions
(a) You shall not:
(i) copy the Device Software;
(ii) modify, translate, adapt or otherwise create derivative works or improvements, of the Device Software;
(iii) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Device Software, the Hosted Software or any part thereof;
(iv) remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Device Software;
(v) rent, lease, lend, sell, sublicense, assign, distribute, publish, publicly perform or display, transfer or otherwise make available the Device Software or any features or functionality of the Device Software, to any third party for any reason, including by making the Device Software available on a network where it is capable of being accessed by more than one device at any time;
(vi) remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the Device Software; or,
(vii) upload or introduce any virus or malware to the Hosted Service.
(b) You are responsible for keeping your account login credentials (user name and password) confidential and not sharing them with unauthorized users. If you disclose your login credentials to someone, you are responsible for any use, disclosure, additions, deletions and modifications of your End User Data and network.
Reservation of Rights
You acknowledge and agree that the Device Software is provided under license, and not sold, to you. You do not acquire any ownership interest in the Device Software under this Agreement or any other rights thereto other than to use the Device Software in accordance with the license granted, and subject to all terms, conditions and restrictions, under this Agreement. IQuila and its licensors and service providers reserve and shall retain each of their entire right, title and interest in and to the Device Software and Cloud services. All rights not specifically granted in this Agreement are reserved by IQuila. IQuila shall own all rights in any functionality, features, modification or customization of the Device Software.
Collection and Use of Your Information
You acknowledge that when you download, install or use the Device Software, IQuila may use automatic means (including, for example, cookies and web beacons) to collect information about your Device and about your use of the Device Software (which is included in the definition of End User Data). You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Device Software or certain of its features or functionality, and the Device Software may provide you with opportunities to share information about yourself with others. All information IQuila collects through or in connection with this Device Software and your use thereof is subject to IQuila’s privacy policy, which is located on IQuila’s website at www.iQuila.com/privacy and which may be updated from time to time without notice (“Privacy Policy”). By downloading, installing, using, and providing information to or through this Device Software, you consent to all use and actions taken by us with respect to your information pursuant to the Privacy Policy. You also consent to any transfer, sale, assignment, conveyance or license by IQuila of your End User Data.
Ownership and Use of Data
All ownership rights in and to the Device Software shall remain exclusively with IQuila and its licensors, as applicable. Access to the Services is provided to you only to allow you to exercise your rights under this Agreement, and no implied license or right not expressly set forth in this Agreement is granted to you.

(a) End User Data. In connection with the Device Software, IQuila may collect and maintain End User Data provided by you. You shall own all End User Data. IQuila shall maintain all personal identifiable aspects of all End User Data as confidential pursuant to the Privacy Policy. All third parties authorized by IQuila which may have access to the End User Data shall be under obligations of confidentiality to maintain the End User Data as confidential pursuant to the Privacy Policy. You agree to and do hereby grant to IQuila the irrevocable, perpetual, transferrable right to use, disclose, commercialize, assign, convey, sell, lease, license or transfer any Deidentified End User Data.
(b) IQuila Data. All IQuila Data is the sole property of IQuila. IQuila has the right to use, collect, store, create, aggregate, mine, analyze, modify, commercialize, assign, convey, sell, lease, license or transfer IQuila Data in any form, for any purpose and in any manner. Any IQuila Data provided to you shall be subject to limitations and restrictions imposed by IQuila’s Privacy Policy and other commercial agreements to which IQuila may be a party.
(c) All data passed over the iQuila protocol with the iQuila application via the iQuila network is not held or stored by iQuila, the device software and iQuila network (VEN) is only used to allow you to pass data from one device to another device connected to the iQuila Cloud, However log files of such data passed are stored for security and support use.

Geographic Restrictions
The Device Software and access to IQuila’s Hosted Software are provided for access and use only by persons located in the EU, United States, and Australia. You acknowledge that you may not be able to access all or some of the Hosted Software outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Hosted Software from outside these countries, you are responsible for compliance with local laws.
Updates
IQuila may from time to time in its sole discretion develop and provide Device Software updates, which may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that IQuila has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Device settings, when your Device is connected to the Internet either:

(a) the Device Software will automatically download and install all available Updates; or
(b) you may receive notice of or be prompted to download and install available Updates.
In order to be able to fully utilize the Device Software, you must promptly download and install all Updates. You acknowledge that the Device Software or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Device Software and be subject to all terms and conditions of this Agreement.

Third Party Materials
The Device Software may display, include or make available third-party content (including data, information, applications and other products services and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third Party Materials”). You acknowledge and agree that IQuila is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. IQuila does not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Materials. Third Party Materials and links thereto are provided solely as a convenience to you and you access and use them at entirely at your own risk and subject to such third parties’ terms and conditions.
Term and Termination
(a) The term of Agreement commences when you download/install the Device Software or acknowledge your acceptance, and will continue in effect until terminated by you or IQuila as set forth in herein.
(b) You may terminate this Agreement by deleting the Device Software and all copies thereof from your Device, and pay your outstanding subscription in full.
(c) IQuila may terminate this Agreement at any time without notice if it ceases to support the Device Software, which IQuila may do in its sole discretion. In addition, IQuila may immediately terminate this Agreement with or without any notice if you violate any of the terms and conditions of this Agreement.
(d) Upon termination:
(i) all rights granted to you under this Agreement will also terminate;
(ii) you must cease all use of the Device Software and delete all copies of the Device Software from your Device; and
(iii) your access to IQuila’s Hosted Software, your account and your End User Data will be terminated.
(e) Termination will not limit any of IQuila’s rights or remedies at law or in equity.
Disclaimer of Warranties
(a) THE APPLICATION IS PROVIDED TO YOU “AS IS, AS AVAILABLE” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IQUILA, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, IQUILA PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
(b) WITHOUT LIMITING THE FOREGOING, NEITHER IQUILA NOR ANY IQUILA PROVIDER MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED: (I) AS TO THE OPERATION OR AVAILABILITY OF THE IQUILA APPLICATION, OR THE INFORMATION, CONTENT, THE IQUILA SOFTWARE, AND MATERIALS OR PRODUCTS INCLUDED THEREON; (II) THAT THE IQUILA APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE; (III) AS TO THE ACCURACY, RELIABILITY, OR CURRENCY OF ANY INFORMATION OR CONTENT PROVIDED THROUGH THE IQUILA APPLICATION; OR (IV) THAT THE IQUILA APPLICATION, ITS SERVERS, THE CONTENT, OR E-MAILS SENT FROM OR ON BEHALF OF IQUILA ARE FREE OF VIRUSES, SCRIPTS, TROJAN HORSES, WORMS, MALWARE, TIMEBOMBS OR OTHER HARMFUL COMPONENTS.
(c) SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
(d) You agree that IQuila assumes no responsibility for any content you submit, upload, create or make available through the Device Software.
(e) IQuila is not liable for the acts or omissions of its contractors, vendors and service providers.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL IQUILA OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR THE CONTENT AND SERVICES FOR:

(a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OR CORRUPTION DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES;
(b) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE GREATER OF (i) THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICE AND (ii) ONE HUNDRED POUNDS (GPB.). THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR IQUILA WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
IQUILA DOES NOT GUARANTEE THE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE IQUILA APPLICATION, IQUILA SERVICES, OR ANY RELATED SERVICES. THE OPERATION OF THE IQUILA APPLICATION MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE THE CONTROL OF IQUILA.

UNDER NO CIRCUMSTANCES SHALL IQUILA BE LIABLE FOR ANY DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE IQUILA APPLICATION, INCLUDING BUT NOT LIMITED TO RELIANCE BY YOU ON ANY INFORMATION OBTAINED FROM THE IQUILA APPLICATION OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO IQUILA RECORDS, PROGRAMS, OR SERVICES. USER HEREBY ACKNOWLEDGES THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENT, DATA, AND INFORMATION SUBMITTED THROUGH THE DEVICE SOFTWARE AND YOU TO THE IQUILA SERVICES AVAILABLE THROUGH THE DEVICE SOFTWARE.

Indemnification
You agree to indemnify, defend and hold harmless IQuila and its officers, directors, employees, agents, affiliates, service providers, successors and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to your use or misuse of the Device Software or your breach of this Agreement.
Governing Law
This Agreement is governed by and construed in accordance with the internal laws of the United Kingdom without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of or related to this Agreement or the Device Software shall be instituted exclusively in the courts of the United Kingdom or the courts of Wales in each case located in Cardiff. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
Limitation of Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN SIX (6) MONTHS AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Entire Agreement
This Agreement constitutes the entire agreement between you and IQuila with respect to the Device Software and the use of the Hosted Software and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect thereto. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.