I. Welcome to Voola
Voola Limited (“Voola”) provides information management services that you (“you”) use to structure, store and share information with other users and software systems through the internet (the “Services”).
By browsing the Voola Site or using the Services, all visitors and subscribers agree to the terms of this Section 1 and the “Visitor Terms” set forth in Section III below. By creating an account with Voola, you also agree to the provisions of Section II below.
1. 30-day Free Trial. You may use the Services on a trial basis for ten (10) days after you set up your account (the “Trial Use Period”). Voola will notify you prior to the end of your Trial Use Period, at which time you may choose to either purchase a subscription for the Services or you may allow your Trial Use Period to expire. If you allow your Trial Use Period to expire, you shall no longer be able to access and use the Services and all licenses to the Software and access to the Services shall automatically expire. At any time during the Trial Use Period you may elect to purchase the Services. You may only use the Services on a trial basis for one Trial Use Period.
2. Subscription Fee. When you first register for your paid account with Voola, Voola will charge your credit card the current fee for the type of account you've chosen, plus applicable taxes. For renewals, Voola will automatically charge your credit card the amount of the then- current fee for your account type, plus applicable taxes. All payments are non-refundable. To the extent that payment mechanisms are provided through third parties, you acknowledge and agree that Voola shall have no liability to you arising out of the acts or omissions of such third parties. YOUR CREATION OF A PAID ACCOUNT WITH VOOLA CONSTITUTES YOUR CONSENT FOR VOOLA TO CHARGE TO THE CREDIT CARD PROVIDED BY YOU THE CHARGES APPLICABLE TO YOUR PAID ACCOUNT FOR YOUR INITIAL SUBSCRIPTION PERIOD AND FOR ADDITIONAL SUBSCRIPTION PERIODS UNTIL YOUR ACCOUNT IS CANCELED OR TERMINATED. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE THE CREDIT CARD USED TO SET UP YOUR PAID ACCOUNT AND/OR TO PURCHASE ANY PRODUCTS THROUGH VOOLA.
3. Subscription Period. The subscription period for your account depends upon your account type and may be month-to-month, yearly, or for another duration described in the account features for your account (the “Subscription Period”). The term of your account is for the Subscription Period and any renewal Subscription Period.
4. Automatic Renewal; Cancellation. Your paid subscription shall automatically renew for an additional Subscription Period unless you cancel your account by the end of the then-current Subscription Term. You can cancel your account at any time by contacting customer service. Cancellation will be effective immediately. Please note that after you cancel your account, you will not be able to use or access the Services. Also, you will not be entitled to a refund or credit to the Subscription Fee you paid for your Subscription Period.
5. Upgrades. You can upgrade your account at any time. When you upgrade, we will apply the unused portion of your old Subscription Fee to the cost of your upgraded account type. If the unused portion of your Subscription Fee is greater than the cost of your new account type (the "Excess Payment"), the initial Subscription Period for your new account type shall be automatically extended for a certain number of days equal to the Excess Payment divided by the amortized daily cost for the new account type. For example, if your Excess Payment is $5.00 and the amortized daily cost for your new account type is $0.50, the initial Subscription Period for your new account type will be extended by 10 days, i.e. $5.00 divided by $0.50 equals 10.
6. Downgrades. You can downgrade your account to an account with a lower storage level, less users or with a shorter Subscription Period, but any downgrade will only apply and you will be charged for the downgraded account type after the end of the Subscription Period for your existing account.
7. Requirements to Use the Services.
(a) To use the services, you must set up a Voola account online. Your account and any specific URL associated with your account are for your individual use only and may not be used by or shared with others. You’ll need to have a computer with Internet access and an up to date web browser. All wireless or Internet charges, equipment and third party services and related costs and expenses necessary to use the Services are your sole responsibility.(b) By setting up an account you represent that you: (i) are an individual of legal age to form a binding contract; the account is for your personal use only and will not be used for any corporation, partnership, limited liability company, trust or any group, entity or organization; that you will comply with all applicable laws and regulations, and that there is no law or restriction barring you from using the Services or Software; (ii) will provide and maintain true, accurate, current, and complete information about yourself when setting up an account and update such information as necessary to keep it current; and (iii) will not use the Service for any commercial purpose, including but not limited to dissemination or any advertising, promotional materials, or spam. To the extent that you upload, import or authorize the importation of any digital content and/or data from a third party for use with the Services, you represent and warrant that: (i) you have the right to provide such materials to Voola; (ii) Voola’s copying and use of such materials in providing the Services does not violate any third party rights or agreements; and (iii) importation of digital content and/or data is at your authorization. (c) You also understand and agree that the Services may include certain communications from Voola, such as service announcements and administrative messages and that these communications are considered part of your membership and you will not be able to opt out of receiving them. Voola also may send you special offers, promotional offers and news about Voola, but you can opt out from receiving those communications at any time.
8. License to Use the Services and Software. (a) Subject to these Terms, Voola grants you a non-exclusive, non-transferable license when you set up a Voola account, to use the Services for your personal and business use. You may not use, copy, modify, or transfer the Software, in whole or in part, or use the Services, except as expressly provided in these Terms. Except for the foregoing license grant, these Terms do not grant you any rights to patents, copyrights, trade secrets, trademarks, source code, or any other rights in respect to the Software or Services. Any additional Software, including updates, made available to you shall be licensed to you under these Terms unless such Software is licensed to you under a separate agreement. (b) You may not reverse engineer, disassemble, decompile, modify or translate the Software, or otherwise attempt to derive the source code of the Software, or authorize any third party to do any of the foregoing (collectively, “Software Limitations”). The Software is licensed, not sold, to you for use only under the terms of these Terms, and Voola reserves all rights not expressly granted to you. (c) You are responsible for complying with any local laws in its jurisdiction which might impact your right to import, export or use the Software and/or Services, and you represent that you have complied with any regulations or registration procedures required by applicable law to make this license enforceable. (d) All right, title, and interest, including all intellectual property rights, in and to the Software and Services are owned by Voola or its suppliers. The Software is protected by copyright and other intellectual property laws and by international treaties. You acknowledge such ownership and intellectual property rights and will not take any action to jeopardize, limit or interfere in any manner with Voola’s or its suppliers’ ownership of or rights with respect to the Software or provision of the Services. Title and related rights in the content accessed through the Software are the property of the applicable content owner and are protected by applicable law. The licenses granted under these Terms gives you no rights in or to such content other than as expressly set forth in these Terms.
9. Submissions. You acknowledge and agree that: (a) Voola has no control over any digital content (“Submission”) sent through or used with the Service or stored by Voola; (b) Voola is not responsible for, and does not review or comment on Submissions, and Voola will not be liable for such content; (c) you will not use the Software or Service to create, copy, store, share or distribute any images, sounds, messages or other material which are obscene (as determined in Voola’s sole discretion), harassing, racist, malicious, fraudulent or libelous, or violate or infringe the rights of third parties; and (d) you will not use the Service for any activity that may be considered or are unethical, immoral, or give rise to any actual or potential civil or criminal liability. Voola reserves the right in its sole discretion to (a) delete, move, or edit Submissions that it, in its sole discretion, deems to violate these Terms, or (b) take any other action that it deems necessary relating to use or misuse of the Service. In order to make the Services available to you, we need to get a license from you for your Submissions; accordingly, you hereby grant to Voola a non-exclusive, royalty-free license to use, copy, modify, display and distribute your Submissions for the sole purpose of operating the Service and delivering the Service to you. You warrant that you have all necessary rights to grant this license to Voola.
10. Transmissions. You are solely liable for any transmissions sent to or from your account. Accordingly, you agree that: (a) you are, and shall be, fully responsible for, and shall take all reasonable steps necessary in order to, limit the control and/or access to your account, the Software, any related data or communications transmitted, stored or received by you through the Services, as well as any related computer systems with which you use to connect to the Services (including, without limitation, the selection of passwords and the like); (b) any data, content, information, text or other communication, etc., which you receive or transmit using the Services may be accessed or intercepted, albeit without authorization from you or Voola, by another person or entity in transit or by reason of an unauthorized intrusion into any of the computer systems and software that are used as part or associated with the Services and/or Software; and (c) Voola shall have no liability to you or any third party for any unauthorized interception, access, receipt, or use of any messages or other communications or other data sent using the Services or Software (including any claims regarding intrusions of privacy or confidentiality with respect to any communications sent using the Service or Software). You acknowledge and agree that Voola reserves the right to establish limits on the number of messages and size of messages transmitted through the Services.
11. Service Limitations. Voola uses reasonable efforts to make the Service available 7 days a week 24 hours a day. However, Voola does not guarantee availability of the Services and is under no obligation to provide you with maintenance, technical support or updates for the Software or Services. Voola reserves the right, from time to time, to make changes in the configuration of Voola’s proprietary facilities, type and location of equipment, programming languages, user identification procedures, accessibility periods, allocation and quantity of resources utilized, rules of operation, and its administrative and operational algorithms. You agree that you will not resell any part of the Service. We reserve the right to suspend access to your account if your use of the Services negatively impacts the operation of our Services or use of our Services by other customers. You may not collect, store, copy or use any personal information or Submissions of other Voola users for any purpose except as expressly authorized by such users and subject to the limitations in these Terms. Further, you shall not use the Services in any manner that interferes with, disrupts, impedes, or interrupts the Service or is designed or intended to do so.
12. Term and Termination.
(b) Further, Voola may terminate your account (i) effective as of the end of the then-current Subscription Period for any reason or no reason and without liability to you; and (ii) without cause during the Subscription Period provided that Voola returns a pro rata portion of the Subscription Fee to you.
(c) Upon termination, the license granted herein shall cease, you will not be able to access or retrieve any data stored in your account, and you shall promptly destroy the Software or return the Software to Voola. If you terminate your account, you agree that Voola may keep your digital content on its servers for reasonable time thereafter to enable you to easily renew if you so desire.
(d) In the event of expiration or termination of your account, the representations made by you in these Terms, your outstanding payment obligations, the provisions of Sections II.8(d), II.9 through II.12 and the Visitor Terms shall survive such expiration or termination.
III. Website Visitors
The provisions of this Section III noted below comprise the “Visitor Terms.”
3. Site Content. All content that is made available to view and/or download in connection with the Voola Site is the copyrighted work of and is owned by Voola and/or its licensors or subscribers, as applicable, and is protected by copyright and other laws and international treaty provisions. You may not copy, modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any such content without the express written permission of Voola and the copyright owner.
5. Trademarks. "Voola," and the Voola logo are trademarks of Voola and are protected by law. All other names of companies and products mentioned may be trademarks of their respective owners. You may not copy, display or use any of these marks without prior written permission of the mark owner.
6. Law and Jurisdiction. These terms and the license will be governed by New Zealand law and you agree to submit to the exclusive jurisdiction of the New Zealand Courts. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded
7. Disclaimer of Warranties. THE VOOLA SITE, THE SOFTWARE, THE SERVICES, AND PRODUCTS AND MERCHANDISE OBTAINED BY USING THE SERVICES ARE PROVIDED “AS IS” AND "AS AVAILABLE" BASIS WITH NO WARRANTIES WHATSOEVER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VOOLA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. VOOLA DOES NOT WARRANT THAT: (I) THE USE OR QUALITY OF THE VOOLA SITE, SOFTWARE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, TIMELY, SECURE OR MEET YOUR REQUIREMENTS OR EXPECTATIONS; (II) THE RESULTS OBTAINED FROM USE OF THE VOOLA SITE, SOFTWARE OR SERVICES WILL BE ACCURATE OR RELIABLE; (III) ANY MERCHANDISE OR PRODUCT OBTAINED THROUGH THE SERVICES WILL BE FREE FROM DEFECT OR ERROR; OR (IV) ANY ERRORS IN THE VOOLA SITE, THE SOFTWARE OR THE SERVICES WILL BE CORRECTED. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE VOOLA SITE, THE SOFTWARE AND SERVICES REMAINS WITH YOU.
8. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VOOLA OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY (INCLUDING OF GOOD FAITH OR OF REASONABLE CARE), NEGLIGENCE, AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE VOOLA SITE, THE SOFTWARE OR THE SERVICES OR OTHERWISE, OR WITH RESPECT TO ANY PURCHASES MADE BY YOU THROUGH THE VOOLA SITE, UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF VOOLA OR ANY SUPPLIER, AND EVEN IF VOOLA OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. Indemnification. You agree to indemnify, defend and hold Voola and its officers, directors, employees, agents, licensors, and suppliers harmless from and against all claims, liabilities, losses, expenses, damages, and costs, including but not limited to reasonable attorneys’ fees, resulting from (i) an violation or breach of these Terms by you, (ii) any activity related to access to of use of your account (including but not limited to negligent or wrongful conduct) by you or any other person access or using the services through your account, or (iii) Voola’s authorized use of data provided by you or data obtained by Voola as authorized by you under these Terms.
10. General. Neither these Terms nor any rights or obligations of you hereunder may be assigned by you in whole or in part without the prior written approval of Voola. Any assignment in derogation of the foregoing shall be null and void. If any part of these Terms is for any reason found to be invalid, illegal or unenforceable, all other parts nevertheless remain valid, legal and enforceable. In lieu of the unenforceable provision, the parties agree that the court should attempt effect as much as possible the economic, legal and business objectives as were intended by the unenforceable provision. Voola shall not be liable for any delay in the performance hereunder due to causes beyond its control, including but not limited to an act of God, war or natural disaster. These Terms set forth the entire understanding and complete and exclusive statement of the agreement between Voola and You and they supersede any proposal or prior agreement, oral or written, and any other communications between the parties in relation to the subject matter of these Terms. You have no third party beneficiaries to these Terms. Notwithstanding any law, rule or regulation to the contrary, you agree that any claim or cause of action you may have arising out of these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
11. Copyright Infringement. Voola respects the intellectual property of others, and we expect our users to do the same. Voola may suspend and/or terminate the accounts of users who infringe the rights of others. If you believe that your copyrights or other intellectual property rights have been infringed by postings of others through the Services, you should contact Voola.
Last Updated 18 January 2009