Terms of Service

Effective Date: August 31, 2009

IMPORTANT - PLEASE READ CAREFULLY

Before reading the articles below, please note the following preliminary terms, which use some of the definitions specified in Article 1 below:

Entering into this Agreement: This End User License Agreement constitutes a valid and binding agreement between HABLA INC a Delaware U.S.A. Corporation (Herein after HABLA) and You, as a user, for the use of the HABLA Software. You must enter into this Agreement by clicking on the ACCEPT button in order to install and use the HABLA Software. You hereby agree and acknowledge that this Agreement covers all Your use of HABLA Software, whether it be from this installation or from any other terminals where HABLA Software has been installed, by You or by third parties. Furthermore, by installing and continuing to use the HABLA Software You agree to be bound by the terms of this Agreement and any new versions hereof.

Electronic Signatures and Agreement(s): You acknowledge and agree that by clicking on the ACCEPT button or similar buttons or links as may be designated by HABLA to show Your approval of any foregoing texts and/or use of HABLA Software, You are entering into a legally binding contract. You hereby agree to the use of electronic communication in order to enter into contracts, place orders and create other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the HABLA Software. Furthermore, You hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.

Jurisdiction's Restrictions: if You are residing in a jurisdiction which restricts the use of internet-based applications according to age, or which restricts the ability to enter into agreements such as this agreement according to age and You are under such a jurisdiction and under such age limit, You may not enter into this Agreement and implement and use the HABLA Software. Furthermore, if You are residing in a jurisdiction where it is forbidden by law to offer or use software for internet based communication via Live Chat, You may not enter into this Agreement and You may not download, install or use the HABLA Software. By entering into this Agreement You explicitly state that You have verified in Your own jurisdiction if Your use of the HABLA Software is allowed.

Article 1 Definitions

In this Agreement the following capitalized definitions are being used, singular as well as plural.

1.1 Affiliate: any corporation, company or other entity that directly or indirectly controls, is controlled by, or is under common control with, HABLA. For the purpose of this definition, the word "control" shall mean the direct or indirect ownership of more than fifty percent (50%) of the outstanding voting stock of the corporation, company, or other entity.

1.2 Agreement: this End User License Agreement, as may be renewed, modified and/or amended from time to time.

1.3 Emergency Services: means services that connect a user to emergency services personnel or public safety answering points pursuant to applicable local and or national regulatory requirements.

1.4 Documentation: any online or otherwise enclosed documentation provided by HABLA.

1.5 Effective Date: the date on which this Agreement is entered into by clicking on the ACCEPT button as stated above.

1.6 IP Rights: any and all intellectual property rights, including but not limited to copyrights, trademarks and patents, as well as know-how and trade secrets contained in or relating to the HABLA Software, the Documentation, the HABLA Website or the HABLA Promotional Materials.

1.7 Password: refers to a code You select, which, in combination with the User ID, gives You access to Your User Account;

1.8 HABLA: refers to the company established under the laws of Luxembourg, HABLA Software S.a.r.l., with its address at 15 rue Notre Dame, L-2240 Luxembourg, Luxembourg, reg. no. (B100467), VAT no. (LU20180239).

1.9 HABLA API: application program interface consisting of the set of routines utilized by the HABLA Software to provide the HABLA Software functionality for a given platform or operating system, HABLA API being included in or linked to the HABLA Software.

1.10 HABLA Online Material: the HABLA banner available for download on the HABLA Website, consisting of a HABLA logo and a link to the HABLA Website.

1.11 HABLA Promotional Materials: any and all trademarks, names, signs, logos, banners, HABLA Online Material and any other materials, in whatever form, owned and/or used by HABLA for the promotion of its company, its products and activities.

1.12 HABLA Software: the software distributed by HABLA for internet communication applications, including without limitation the HABLA API, UI and Documentation, as well as any future programming fixes, updates and upgrades thereof.

1.13 HABLA Staff: the officers, directors, employees and agents of HABLA or its Affiliates, or any other persons hired by HABLA or its Affiliates.

1.14 HABLA Website: any and all elements, contents and the 'look and feel' of the website available under the URL www.HABLA <http://www.HABLA > - among other URL's -, from which website the HABLA Software can be downloaded.

1.15 Terms of Service: means the agreement between HABLA INC and You for the use of the VoIP service;

1.16 UI: the user interface of the HABLA Software.

1.17 User Account: refers to the account with User ID and Password that You create for Your use of the HABLA Software;

1.18 User ID: refers to an identification code You selected, which in combination with the Password, gives access to Your User Account;

1.19 VoIP Service: means the payable services provided under the Terms of Service

1.20 You: you, the end user of the HABLA Software, also used in the form "Your" where applicable.

Article 2 License and Restrictions

2.1 License. Subject to the terms of this Agreement, HABLA hereby grants You a limited, personal, non-commercial, non-exclusive, non-sublicensable, non-assignable, free of charge license to download use the HABLA Software on Your computer, phone or PDA for the sole purpose of personally using the, live chat, instant messenger, and web statistics applications provided by HABLA and any other applications that may be explicitly provided by HABLA. For the avoidance of doubt, You are allowed to use HABLA Software at work, in accordance with the terms of this Agreement.

2.2 No Granting of Rights to Third Parties. You will not sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the HABLA Software or any part thereof.

2.3 No Modifications. You will not undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the HABLA Software or any part thereof.

2.4 Third Parties. You acknowledge and agree that the HABLA Software may be incorporated into, and may incorporate itself, software and other technology owned and controlled by third parties. Any such third party software or technology that is incorporated in the HABLA Software falls under the scope of this Agreement. Any and all other third party software or technology that may be distributed together with the HABLA Software will be subject to you explicitly accepting a license agreement with that third party. You acknowledge and agree that you will not enter into a contractual relationship with HABLA or its Affiliates regarding such third party software or technology and you will look solely to the applicable third party and not to HABLA or its Affiliates to enforce any of your rights.

2.5 New Versions of the HABLA Software. HABLA, in its sole discretion, reserves the right to add additional features or functions, or to provide programming fixes, updates and upgrades, to the HABLA Software. You acknowledge and agree that HABLA has no obligation to make available to You any subsequent versions of the HABLA Software. You also agree that you may have to enter into a renewed version of this Agreement, in the event you want to download, install or use a new version of the HABLA Software. Furthermore, You acknowledge and agree that HABLA, in its sole discretion, may modify or discontinue or suspend Your ability to use any version of the HABLA Software, and/or disable any HABLA Software You may already have accessed or installed without any notice to You, for the repair, improvement, and/or upgrade of the underlying technology or for any other justifiable reason, including but not limited to, cirucmstances where You, at HABLA's discretion, are in breach of this Agreement, creating problems, possible legal liabilities, acting inconsistently with the letter or spirit of our policies, or engaging in fraudulent, immoral or illegal activities, or for other similar reasons. HABLA will not accept any liability in relation to the direct or indirect damages caused by (1) the release and/or the absence of release of new versions of the HABLA Software and (2) by the suspension or termination of the license or this Agreement by HABLA and/or by You.

2.6 Traffic Restrictions. Should you use the HABLA software on a high-volume site or system that causes undue stress to our systems, HABLA reserves the right to disable your system access without notice.

Article 3 Definitions to License Restrictions and Additional Terms

3.1 Distribution of HABLA Software. You are not allowed to distribute the HABLA Software under this Agreement. For the right to distribute You will have to agree to and meet with the Distribution Terms as published on the HABLA Website.

3.2 Distribution of HABLA API. Under this Agreement You are not allowed to use the HABLA API in connection with applications that You (or any third party) distribute or intend to distribute. If you wish to distribute Your application, which uses HABLA API, You will have to agree to and meet with the HABLA API Terms of Use as published on the HABLA Website.

3.3 Use of HABLA API. You may make use of the HABLA API, subject to license terms in Clause 2.1 and for the sole purpose of enabling Your application to connect with the HABLA Software, provided that:

3.3.1 All such use of HABLA API is carried out for legitimate purposes and shall in no way and to no extent adversely affect the functionality or performance of the HABLA Software or services provided by HABLA;

3.3.2 You will not remove, overtake, hide or otherwise make the UI inaccessible for end users;

3.3.3 You will monitor the HABLA Website in order to ensure that You are aware of any changes in the applicable legal documents. In the event You cannot agree on any changes in any applicable legal document, You will immediately cease any and all use of the HABLA API and, where applicable, any and all use of the HABLA Software; and

3.3.4 You acknowledge and agree that Your use of the HABLA API will be at Your own risk and account.

3.4 Any other Exceptions. If You are interested in doing anything else than permitted under this Agreement or by the Distribution Terms or the HABLA API Terms of Use, You will have to obtain HABLA's previous written consent and explicitly agree upon any further (commercial) terms.

3.5 HABLA Promotional Materials. Nothing in this Agreement will give You any right to use the HABLA Promotional Materials.

Article 4 Utilization of Your computer

4.1 Utilization of Your computer. You hereby acknowledge that the HABLA Software may utilize the processor and bandwidth of the computer (or other applicable device) You are utilizing, for the limited purpose of facilitating the communication between HABLA Software users.

4.2 Protection of Your computer (resources). You understand that the HABLA Software will use its commercially reasonable efforts to protect the privacy and integrity of the computer resources (or other applicable device) You are utilizing and of Your communication, however, You acknowledge and agree that HABLA cannot give any warranties in this respect.

Article 5 Confidentiality and Privacy

5.1 HABLA's Confidential Information. You agree to take all reasonable steps at all times to protect and keep strictly confidential any confidential information regarding HABLA, its Affiliates, the HABLA Staff, the HABLA Software and the IP Rights.

5.2 Your Confidential Information and Your Privacy. HABLA is committed to respecting Your privacy and the confidentiality of Your personal data. We do not sell or rent Your personal information to third parties for their marketing purposes without Your explicit consent and we use Your information only as described in our Privacy Policy. We store and process Your information on computers that may be located outside Your country, and that are protected by physical as well as technological security devices. If You object to Your information being transferred or used in this way please do not use our services.

Article 6 IP Rights and Translations

6.1 Exclusive Ownership. You acknowledge and agree that any and all IP Rights to or arising from the HABLA Software are and shall remain the exclusive property of HABLA and/or its licensors. Nothing in this Agreement intends to transfer any such IP Rights to, or to vest any such IP Rights in, You. You are only entitled to the limited use of the IP Rights granted to You in this Agreement. You will not take any action to jeopardize, limit or interfere with the IP Rights. You acknowledge and agree that any unauthorized use of the IP Rights is a violation of this Agreement as well as a violation of intellectual property laws, including without limitation, copyright laws and trademark laws. You acknowledge and understand that all title and IP Rights in and to any third party content that is not contained in the HABLA Software, but may be accessed through use of the HABLA Software, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties.

6.2 With the exception of IP Rights of HABLA and/or its licensors in HABLA Software (including the HABLA API), You retain the intellectual property rights You may have in the applications, materials, products or processes You create which are based on or utilize the HABLA API. You hereby release and covenant not to hold liable HABLA or its Affiliates, or any of their licensees, assigns or successors, for any and all damages, liabilities, causes of action, judgments or claims (a) pertaining to any intellectual property You develop that is based on, uses, or relates to the HABLA API; and (b) which otherwise may arise in connection with Your use of, reliance on, or reference to the HABLA API. As between You and HABLA, HABLA and its licensors retain the IP Rights in and to the HABLA Software (including the HABLA API) and any derivative works thereto created by or for HABLA or its licensors.

6.3 No Removal of Notices. You agree that You will not remove, obscure, make illegible or alter any notices or indications of the IP Rights and/or HABLA's rights and ownership thereof, whether such notice or indications are affixed on, contained in or otherwise connected to such materials.

6.4 Translations. You acknowledge and agree that the intellectual property rights regarding any translations made by You of any information on or accessible through the HABLA Website or as otherwise requested of You by HABLA at any time prior to or subsequent of the Effective Date will be and remain the sole and exclusive property of HABLA without any compensation to You.

Article 7 Communication and Your Use of the HABLA Software

7.1 Communication. Installing HABLA Software enables You to communicate with other HABLA Software users, as well as website visitors on a site you own and have placed HABLA communications code on.

7.2 No Warranties. HABLA cannot guarantee that You will always be able to communicate with other HABLA Software users, nor can HABLA guarantee that You can communicate without disruptions, delays or communication-related flaws or that all Your communication shall always be delivered to other HABLA Software users. HABLA will not be liable for any such disruptions, delays or other omissions in any communication experienced when using HABLA Software.

7.3 No Responsibility of Content. You acknowledge and understand that the content of the communication spread by the use of the HABLA Software is entirely the responsibility of the person from whom such content originated. You, therefore, may be exposed to content that is offensive, harmful to minors, indecent or otherwise objectionable. HABLA will not be liable for any type of communication spread by means of the HABLA Software.

7.4 No Emergency Services. You expressly agree and understand that the HABLA Software is not intended to support or carry emergency textual communication to any type of hospital, law enforcement agency, medical care unit or any other kind of Emergency Service. HABLA, its Affiliates or HABLA Staff are in no way liable for such emergency textual communication.

7.4.1 Alternative Arrangements. By agreeing to this Agreement You understand that additional arrangements must be made to access Emergency Services. To access Emergency Services, You acknowledge and accept Your responsibility to purchase, separately from HABLA Software, traditional wireless or wireline telephone service that offers access to Emergency Services.

7.4.2 No Compulsion to Offer Emergency Services. You recognize and agree that HABLA is not required to offer Emergency Services pursuant to any applicable local and or national rules, regulation or law. You further recognize that HABLA is not a replacement for Your primary telephone service.

7.5 Lawful purposes. You acknowledge and agree to use the HABLA Software solely for lawful purposes. In this respect You may not, without limitation (a) intercept or monitor, damage or modify any communication which is not intended for You, (b) use any type of spider, virus, worm, trojan-horse, time bomb or any other codes or instructions that are designed to distort, delete, damage or disassemble the HABLA Software or the communication, (c) send any unsolicited commercial communication not permitted by applicable law, or (d) expose any other user to material which is offensive, harmful to minors, indecent or otherwise objectionable.

Article 8 Term and (Consequences of) Termination

8.1 Term. This Agreement will be effective as of the Effective Date and will remain effective until terminated by either HABLA or You as set forth below.

8.2 Termination by HABLA. Without limiting other remedies, HABLA may limit, suspend, or terminate this license and Your use of HABLA Software, prohibit access to HABLA Website and delete Your User Account and/or User ID, with immediate effect, if we think that You are in breach of this Agreement, creating problems, possible legal liabilities, acting inconsistently with the letter or spirit of our policies, infringing someone else's intellectual property rights, engaging in fraudulent, immoral or illegal activities, or for other similar reasons. HABLA shall effect such termination by providing notice to You to the email address You have provided, and/or by preventing Your access to the respective User Account. We reserve the right to cancel User Accounts that have been inactive for more than one (1) year.

8.3 Termination by You. You may terminate this Agreement with immediate effect at any time, with or without cause and without recourse to the courts, provided that You will meet with the conditions as set forth in Article 8.4 below.

8.4 Consequences of Termination. Upon termination of this Agreement, You (a) acknowledge and agree that all licenses and rights to use the HABLA Software shall terminate, and (b) will cease any and all use of the HABLA Software, and (c) will remove the HABLA Software from all networks and other storage media and destroy all copies of the HABLA Software in Your possession or under Your control.

8.5 No liability. HABLA will not be liable in respect to any damage caused by the termination of this Agreement.

Article 9 Your Representations and Warranties; Indemnification of HABLA

9.1 Representations. You represent and warrant that You are authorized to enter into this Agreement and comply with its terms. Furthermore, You represent and warrant that You will at any and all times meet with Your obligations hereunder, as well as any and all laws, regulations and policies that may apply to the use of the HABLA Software.

9.2 Indemnification. You agree to indemnify, defend and hold HABLA, Affiliates and the HABLA Staff harmless from and against any and all liability and costs, including reasonable attorneys' fees incurred by said parties, in connection with or arising out of Your (a) violation or breach of any term of this Agreement or any applicable law or regulation, whether or not referenced herein, or (b) violation of any rights of any third party, or (c) use or misuse of the HABLA Software, or (d) use and/or modification of the HABLA API or (e) communication spread by means of the HABLA Software.

9.3 U.S. Withholding Tax. United States-based end users and/or customers only: HABLA intend to fully comply with all applicable U.S. federal tax rules and regulations as provided by the Internal Revenue Code of 1986 (the "Code") and the Treasury Regulations promulgated thereunder.

9.4 Export Restrictions. You acknowledge that the HABLA Software may be subject to international rules that govern the export of software. You agree to comply with all applicable international and national laws that apply to the HABLA Software as well as end-user, end-use and destination restrictions issued by national governments.

Article 10 Disclaimer of Warranties

10.1 No warranties. THE HABLA SOFTWARE IS PROVIDED "AS IS", WITH NO WARRANTIES WHATSOEVER; HABLA DOES NOT, EITHER EXPRESSED, IMPLIED OR STATUTORY, MAKE ANY WARRANTIES, CLAIMS OR REPRESENTATIONS WITH RESPECT TO THE HABLA SOFTWARE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR USE OR A PARTICULAR PURPOSE. HABLA FURTHER DOES NOT REPRESENT OR WARRANT THAT THE HABLA SOFTWARE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE AND ERROR-FREE OR WILL OPERATE WITHOUT PACKET LOSS, NOR DOES HABLA WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET, OR ANY QUALITY OF COMMUNICATIONS MADE THROUGH THE HABLA SOFTWARE.

10.2 Specific Disclaimer of Liability for Emergency Services. HABLA does not provide Emergency Services in conjunction with the HABLA Software. Neither HABLA nor its officers or employees may be held liable for any claim, damage, or loss, and You hereby waive any and all such claims or causes of action, arising from or relating to the use of HABLA Software to contact Emergency Services personnel. You shall defend, indemnify, and hold harmless HABLA, HABLA Staff and Affiliates and agents and any other service provider who furnishes services to You in connection with the HABLA Software, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, attorneys' fees) by, or on behalf of, You relating to the absence, failure or outage of the HABLA Software provided hereunder, including specifically any claims arising out of the failure of HABLA to offer Emergency Services.

10.3 Your own Risk. You acknowledge and agree that the entire risk arising out of the use or performance of the HABLA Software remains with You, to the maximum extent permitted by law.

10.4 Jurisdiction's Limitations. As some jurisdictions do not allow some of the exclusions or limitations as set forth above, some of these exclusions or limitations may not apply to You. In such event the liability will be limited as far as legally possible under the applicable legislation.

Article 11 Limitation of Liability

11.1 No Liability. YOU ACKNOWLEDGE AND AGREE THAT HABLA, ITS AFFILIATES AND THE HABLA STAFF WILL HAVE NO LIABILITY IN CONNECTION WITH OR ARISING FROM YOUR USE OF THE HABLA SOFTWARE, AS SET FORTH BELOW.

11.2 Limitation of Liability. IN NO EVENT SHALL HABLA, ITS AFFILIATES OR THE HABLA STAFF BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER FORM OF LIABILITY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF DATA, INTERRUPTION, COMPUTER FAILURE OR PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE HABLA SOFTWARE, EVEN IF HABLA, ITS AFFILIATES OR THE HABLA STAFF HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.3 Remedy. YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE HABLA SOFTWARE IS TO DEINSTALL AND CEASE USE OF SUCH HABLA SOFTWARE.

11.4 Jurisdiction's Limitations. As some jurisdictions do not allow some of the exclusions or limitations as set forth above, some of these exclusions or limitations may not apply to You. In such event the liability will be limited as far as legally possible under the applicable legislation.

Article 12 General Provisions

12.1 New versions of the Agreement. HABLA reserves the right to modify this Agreement at any time by providing such revised Agreement to You or by publishing the revised Agreement on the HABLA Website. The revised Agreement shall become effective within thirty (30) days of such publishing or provision to You, unless You expressly accept the revised Agreement earlier by clicking on the accept button. The express acceptance by You, or Your continued use of the HABLA Software after expiry of the notice period of thirty (30) days, shall constitute Your acceptance to be bound by the terms and conditions of the revised Agreement. HABLA reserves the right to make changes to this Agreement from time to time, and will make such changes available in the form of new agreements posted on the HABLA website.

12.2 Entire Agreement. The terms and conditions of this Agreement constitute the entire agreement between You and HABLA with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter.

12.3 Partial Invalidity. Should any term or provision hereof be deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of this Agreement shall nonetheless remain in full force and effect.

12.4 No waiver. The failure of HABLA at any time or times to require performance of any provisions hereof shall in no manner affect its right at a later time to enforce the same unless the same is explicitly waived in writing and signed by HABLA.

12.5 No Assignment by You. You are not allowed to assign this Agreement or any rights hereunder.

12.6 Assignment by HABLA. HABLA is allowed at its sole discretion to assign this Agreement or any rights hereunder to any Affiliate, without giving prior notice.

12.7 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of Michigan, USA without giving effect to any conflict of laws provisions, whether contained in Michigan law, or the laws of your current state or country of residence.

12.8 Competent Court. Any legal proceedings arising out of or relating to this Agreement will be subject to the jurisdiction of the courts of the Michigan, USA.

12.9 Language. The original English version of this Agreement may have been translated into other languages. In the event of inconsistency or discrepancy between the English version and any other language version of this Agreement, the English language version shall prevail.

YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CLICKING ON THE ACCEPT BUTTON AND/OR CONTINUING TO INSTALL THE HABLA SOFTWARE, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO HABLA THE RIGHTS SET FORTH HEREIN.