This License Agreement (the "Agreement") is an agreement between Hola Networks Ltd., ("Hola") and the entity you represent ("Client"). This Agreement takes effect when you click an "I Accept" button or, if earlier, when you access or use any of the System (the "Effective Date"). You represent to us that you are lawfully able to enter into this Agreement on behalf of the Client.
Hola has developed, owns and offers a service which enables browsing the internet anonymously by redirecting users’ communication through other users' devices (the "System"). This System is free for private users, and is available for commercial use under this agreement. Client wishes to utilize the System for certain purposes relating to its business operation (the "Purpose").
1.1 During the term of this Agreement Hola grants the Client a limited license (with no right to sublicense) to access and use the System for the Purpose.
1.2 Hola reserves any and all rights not expressly granted in this Agreement, including, without limitation, any and all rights to the System.
HOLA IS PROVIDING THE USE OF THE SYSTEM ON "AS IS" BASIS AND IT EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED TO THE CONDITION, VALUE OR QUALITY OF THE SYSTEM, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SECURITY, ACCURACY, ABSENCE OF VIRUSES OR ANY DEFECT THEREIN, WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. HOLA FURTHER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT THE USE OF THE SYSTEM WILL BE CONTINUOUS, UNINTERRUPTED OR ERROR-FREE, OR THAT ANY INFORMATION CONTAINED THEREIN WILL BE ACCURATE OR COMPLETE.
The Client warrants, represents and covenants to Hola that it shall:
3.1 Not use the System intentionally in violation of applicable law or regulations or any third party rights (including intellectual property rights), or for governmental uses.
3.2 Not use the license to the System granted herein to: (i) distribute cracking, warez, ROM, virus, adware, worms, trojan horses, malware, spyware or any other similar malicious activities and products or any other computer code, files or programs designed to interrupt, hijack, destroy, limit or adversely affect the functionality of any computer software, hardware, network or telecommunications equipment; (ii) cause any network resource to be unavailable to its intended users, including, without limitation, via "Denial-of-Service (DoS)" or "Distributed Denial-of-Service (DDoS)" attack; (iii) distribute any unlawful content or encourage any unlawful activity; or (iv) cause any damage or service disruption to any third party computers or service.
Following the free trial period, Client will enter a valid payment method as a condition for further use or access to the Service, at the consideration stated in the Client's Luminati dashboard.
5.1 The Client shall indemnify and hold harmless Hola and each of Hola's shareholders, directors, officers, employees agents and representatives against any loss, liability, damages or claims resulting from Client's breach of its undertakings, warranties and representations hereunder and Client's use of the System.
5.2 In no event other than stated in section 5.1 will either of the Parties be liable under this Agreement for any consequential, special, indirect or punitive damages or for any loss, profits or revenue (whether in contract, tort, negligence or any other legal theory) in any way relating to this Agreement (“Event”), even if the other Party had been informed in advance of the possibility of such damages. The Parties’ aggregated liability under this Agreement for any claim or damage or series of such is limited to the amount of fees actually received by Hola from Client under this Agreement during the one month period to the Event.
Hola in its sole discretion and at any time, may suspend Client right to access or use the System immediately upon notice to Client if Hola determines that:
(a) Client use of or registration for the Service (i) poses a security risk to the System or any third party, (ii) may adversely impact the System or any other Hola customer, including by way of causing a user to be blocked from certain websites, networks or services, (iii) may subject Hola, our affiliates, or any third party to liability, or is in breach under any applicable laws or regulations, (iv) may be fraudulent, (v) may disparage or devalue Hola's reputation or goodwill; or (vi) is in breach of any of the terms stipulated in the "End User License Agreement"; or
(b) Client is in breach of this Agreement, including if Client is delinquent on payment obligations.
Hola shall have the right, but not the obligation, to monitor Client's use of the System for billing purposes and to verify no misuse or network abuse. Hola may share the Client's relevant information with any authority in case of a complaint or a lawsuit, if Hola determines that it is necessary to comply with law, regulation, subpoena or court order.
8.1 This Agreement commences on the Effective Date and shall continue until terminated in accordance with the terms of this Agreement.
8.2 Either party shall have the right to terminate this Agreement immediately at any time by providing the other party 30 days in advance written notice, without thereby incurring any liability towards the other party.
Hola shall be entitled to terminate this Agreement immediately by written notice to the Client if (a) any act or omission by Client results in a suspension described in Section 6.1; (b) the Client does not comply with any representation or warranty found in this Agreement; (c) the Client engages in any action or activity that, in Hola’s sole discretion, places Hola at risk under any applicable laws or regulations. Hola shall not be liable to the Client or any third party for the termination of this Agreement.
8.3 Upon termination, any outstanding Consideration amounts shall immediately become due and payable, the license granted herein shall be terminated and the Client shall immediately stop using the System.
9.1 This Agreement constitutes the entire understanding between the parties with respect to the matters referred to herein. No modification or other amendment to this Agreement shall be valid unless reduced to writing and signed by both parties.
9.2 All notices or other communications hereunder shall be given by email to addressee on signature below.
9.3 This Agreement shall be governed by the laws of the State of Israel, excluding its conflict of law rules, and the courts of Tel-Aviv-Jaffa shall have exclusive jurisdiction over the parties.
9.4 If any provision of this Agreement will be held by a court of competent jurisdiction to be contrary to any law, the remaining provisions will remain in full force and effect as if said provision never existed.
9.5 No failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof.