TERMS OF USE
IMPORTANT - THIS IS A LEGALLY BINDING AGREEMENT BETWEEN ARGELA
YAZILIM VE BILISIM TEKNOLOJILERI SAN VE TIC.A.S ("ARGELA") AND
YOU. ARGELA IS A CORPORATION DULY ORGANIZED AND EXISTING UNDER
THE LAWS OF REPUBLIC OF TURKEY. THE WORD "ARGELA" IS A PENDING
AND REGISTERED TRADEMARK OF ARGELA.
IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE TERMS AND
CONDITIONS REGARDING YOUR USE OF ARGELA'S SOFTWARE NAMED
"ARGELA SIP CLIENT", DOCUMENTATION AND ASSOCIATED MATERIALS
(HEREINAFTER COLLECTIVELY CALLED AS "SOFTWARE"). BY SELECTING
"I AGREE" AND CONTINUING THE INSTALLATION, BY USING THE
SOFTWARE OR BY SIGNIFYING YOUR ACCEPTANCE IN ANY OTHER WAY,
YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE
WITH ALL THESE TERMS AND CONDITIONS, YOU ARE NOT AUTHORIZED TO
USE THE SOFTWARE AND YOU SHOULD DISCONTINUE ANY FURTHER
INSTALLATION OR USE THEREOF.
ARGELA may in its sole discretion, modify or revise these
Terms of Use and policies at any time, and you agree to be
bound by such modifications or revisions. If you do not accept
and abide by this Agreement, you may not use the ARGELA SIP
CLIENT software. Nothing in this Agreement shall be deemed to
confer any third-party rights or benefits.
1-Description of Software
ARGELA SIP CLIENT is a multimedia calling (voice and video) an
Instant Messaging & Presence client Software. If you choose to
download the Software, you understand and agree that these
terms and conditions govern your use of the Software. You
understand and agree that the Software are provided on an AS
IS and AS AVAILABLE basis. ARGELA disclaims all responsibility
and liability for the availability, timeliness, security or
reliability of the Software or any other client software.
ARGELA also reserves the right to modify, suspend or
discontinue the Software with or without notice at any time
and without any liability to you.
2- 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 download, install or use the Software.
Furthermore, if you are residing in a jurisdiction where it
is forbidden by law to offer or use software for internet
telephony, you may not enter into this Agreement and you may
not download, install or use the Software. By entering into
this Agreement you explicitly state that you have verified in
your own jurisdiction if your use of the Software is allowed.
3- License Grant
ARGELA grants to you a non-commercial, non-exclusive,
non-transferable non-sublicensable, non-assignable license.
This copy of the Software is solely for your personal use on
any desktop or other fixed or portable computer. For purposes
of this Agreement, the Software is considered to be "in use"
when it is loaded into temporary memory (e.g., RAM) or
installed into the permanent memory (e.g., hard disk, CD-ROM
or other storage device) of such computer.
You shall not (and do not allow any third party to sell,
assign, rent, lease, distribute, export, import, act as an
intermediary or provider, or otherwise grant rights to third
parties with regard to the Software or any part thereof. Also,
you shall not (and do not allow any third party to) copy,
modify, create a derivative work of, reverse engineer,
reverse assemble or otherwise attempt to discover any source
code, grant a security interest in, or otherwise transfer any
right of the Software.
4-Ownership
The Software is proprietary to ARGELA and protected by
copyright and other laws of Republic of Turkey , as well as
international treaty provisions and you must treat the
Software as any other copyrighted and legally protected
material. ARGELA reserves all rights not expressly granted
herein. ARGELA owns all right title and interest in and to
the Software and nothing in this Agreement shall be construed
to transfer, convey, impair or otherwise adversely affect
ARGELA's ownership or proprietary rights therein or any other
ARGELA information or materials, tangible or intangible, in
any form and in any medium.
ARGELA, in its sole discretion, reserves the right to add
additional features or functions, or to provide programming
fixes, updates and upgrades, to the Software. You acknowledge
and agree that ARGELA has no obligation to make available to
you any subsequent versions of the 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 Software. Furthermore, you acknowledge
and agree that ARGELA, in its sole discretion, may modify or
discontinue or suspend your ability to use any version of the
Software, and/or disable any 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, circumstances where you, at ARGELA'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. ARGELA 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
Software and (2) by the suspension or termination of the
license or this Agreement by ARGELA.
5-Account Information
TO DOWNLOAD AND INSTALL THE SOTWARE YOU MUST BE AT LEAST
EIGHTEEN YEARS OLD NO ONE BETWEEN THE AGES OF THIRTEEN (13)
AND EIGHTEEN (18) MAY USE "SOFTWARE" WITHOUT ADULT SUPERVISION.
PARENTS AND GUARDIANS ASSUME ALL LIABILITY AND RESPONSIBILITY
FOR THE USE OF THEIR ACCOUNTS BY OTHER PERSONS, INCLUDING BUT
NOT LIMITED TO USE OF THEIR ACCOUNTS BY PERSONS UNDER EIGHTEEN
(18) YEARS OF AGE. ANY USER FOUND TO BE UNDER THE AGE OF
THIRTEEN (13) OR PERMITTING USE OF THE "SOFTWARE" BY A PERSON
UNDER THE AGE OF THIRTEEN (13), MAY HAVE HIS OR HER ACCOUNT
SUSPENDED OR TERMINATED WITH OR WITHOUT NOTICE AND OTHER
ACTIONS MAY ALSO BE TAKEN. IF A CHILD UNDER THIRTEEN (13)
HAS ACCESS TO YOUR COMPUTER, DO NOT SAVE YOUR "SOFTWARE"
PASSWORD; THIS WILL RESTRICT THE CHILD AND ANY UNAUTHORIZED
USER FROM USING YOUR ACCOUNT. IN ADDITION, WE STRONGLY
RECOMMEND THAT YOU CHECK REGULARLY TO SEE IF ANY NEW,
UNAUTHORIZED ACCOUNTS HAVE BEEN CREATED UNDER YOUR ACCOUNT.
6-Proper Use
You agree that you are responsible for your own communications
and for any consequences thereof. You agree that you will use
the Software in compliance with all applicable local, state,
national, and international laws, rules and regulations,
including any laws regarding the transmission of technical
data exported from your country of residence and all Republic
of Turkey export control laws. You shall not agree to, and
shall not authorize or encourage any third party to: (i) use
the Software to upload, transmit or otherwise distribute any
content that is unlawful, defamatory, harassing, abusive,
fraudulent, obscene, contains viruses, or is otherwise
objectionable as reasonably determined by ARGELA; (ii) upload,
transmit or otherwise distribute content that infringes upon
another party's intellectual property rights or other
proprietary, contractual or fiduciary rights or obligations;
(iii) prevent others from using the Software; (iv) use the
Service for any fraudulent or inappropriate purpose, or (v)
remove any copyright, trademark or other proprietary rights
notices contained in or on the Software. Violation of any of
the foregoing may result in immediate termination of this
Agreement, and may subject you to state and federal penalties
and other legal consequences. ARGELA reserves the right, but
shall have no obligation, to investigate your use of the
Software in order (a) to determine whether a violation of the
Agreement has occurred or (b) to comply with any applicable
law, regulation, legal process or governmental request. If
such cases occurs, ARGELA, reserves the right to intercept
your use of the Software at any time without notice for any
reason.
7- No representations or warranties.
THE SOFTWARE IS PROVIDED "AS IS", WITH NO WARRANTIES
WHATSOEVER; ARGELA DOES NOT, EITHER EXPRESSED, IMPLIED OR
STATUTORY, MAKE ANY WARRANTIES, CLAIMS OR REPRESENTATIONS
WITH RESPECT TO THE SOFTWARE, INCLUDING, WITHOUT LIMITATION,
WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT,
MERCHANTABILITY, OR FITNESS FOR USE OR A PARTICULAR PURPOSE.
ARGELA FURTHER DOES NOT REPRESENT OR WARRANT THATTHE SOFTWARE
WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY,
SECURE, ACCURATE, COMPLETE AND ERROR-FREE OR WILL OPERATE
WITHOUT PACKET LOSS, NOR DOES ARGELA WARRANT ANY CONNECTION
TO OR TRANSMISSION FROM THE INTERNET, OR ANY QUALITY OF CALLS
MADE THROUGH THE SOFTWARE. FURTHERMORE, ARGELA DOES NOT
WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS.
ARGELA cannot guarantee that you will always be able to
communicate with other ARGELA Software users, nor can ARGELA
guarantee that you can communicate without disruptions,
delays or communication-related flaws or that all your
communication shall always be delivered to other ARGELA
Software users. ARGELA will not be liable for any such
disruptions, delays or other omissions in any communication
experienced when using ARGELA Software. Also, ARGELA cannot
guarantee that you will be able to communicate with other
VoIP operators, GSM operators or PSTN operators.
You agree that ARGELA has no responsibility or liability for
the deletion of, or the failure to store or to transmit, any
content and other communications maintained or transmitted by
Software. You acknowledge that ARGELA has set no fixed upper
limit on the number of transmissions you may send or receive
through Software or the amount of storage space used; ARGELA
retains, however, the right to create limits on use and
storage at our sole discretion at any time with or without
notice.
ARGELA takes no responsibility for third-party content
(including, without limitation, any viruses or other
disabling features), nor does ARGELA have any obligation to
monitor such third-party content. ARGELA reserves the right
at all times to remove or refuse to distribute any content on
the Software, such as content which violates the terms of
this Agreement. ARGELA also reserves the right to access,
read, preserve, and disclose any information as it reasonably
believes is necessary to (a) satisfy any applicable law,
regulation, legal process or governmental request, (b)
enforce this Agreement, including investigation of potential
violations hereof, (c) detect, prevent, or otherwise address
fraud, security or technical issues, (d) respond to user
support requests, or (e) protect the rights, property or
safety of ARGELA, its users and the public. ARGELA will not
be responsible or liable for the exercise or non-exercise of
its rights under this Agreement.
8. Intellectual Property Rights
You acknowledge and agree that any and all intellectual
property rights, (including but not limited to copyrights,
trademarks and patents, as well as know-how, inventions,
technology, computer programs and trade secrets contained in
or relating to the ARGELA Software, the Documentation etc.)
to or arising from the Software are and shall remain the
exclusive property of ARGELA and/or its licensors. Nothing
in this Agreement intends to transfer any such rights to, or
to vest any such rights in, you. You are only entitled to the
limited use of such rights granted to you in this Agreement.
You will not take any action to jeopardize, limit or interfere
with the intellectual property rights. You acknowledge and
agree that any unauthorized use of the said 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 intellectual property rights in
and to any third party content that is not contained in the
Software, but may be accessed through use of the Software, is
the property of the respective content owners and may be
protected by applicable copyright or other intellectual
property laws and treaties.
Also you agree that you will not remove, obscure, make
illegible or alter any notices or indications of the
intellectual property rights and/or ARGELA's rights and
ownership thereof, whether such notice or indications are
affixed on, contained in or otherwise connected to such
materials.
9. Utilization of Your Computer
You hereby acknowledge that the Software may utilize the
processor and bandwidth of the computer you are utilizing,
for the purpose of facilitating the communication between
ARGELA Software users.
You understand that the 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 communications, however, you
acknowledge and agree that ARGELA cannot give any warranties
in this respect.
10. Confidentiality
You agree to take all reasonable steps at all times to protect
and keep strictly confidential any confidential information
regarding ARGELA, its affiliates, subsidiaries, personnel, the
ARGELA Software and the intellectual property rights.
Confidential information shall mean all kind of innovation,
work, method, development and patent, intellectual right,
trade mark, business information,trade secrets or any and all
development or commercial, financial or technical information
of ARGELA.
You agree that ARGELA may access or disclose your personal
information, including the content of your communications, if
ARGELA is required to do so in order to comply with any valid
legal process or governmental request (such as a search
warrant, subpoena, statute, or court order), or as otherwise
provided in these Terms of Use. Personal information collected
by ARGELA may be stored and processed in Turkey or any other
country in which ARGELA or its agents maintain facilities. By
using the Software, you consent to any such transfer of
information outside of your country.
11. Indemnification
You acknowledge and agree to use the Software solely for
lawful purposes. In this respect you may not, without
limitation (a) intercept or monitor, damage or modify any
communication between users , (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 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.
You agree to hold harmless and indemnify ARGELA, and its
subsidiaries, affiliates, officers, agents, and employees
from and against any third-party claim arising from or in
any way related to your use of the Software, including any
liability or expense arising from all claims, losses, damages
(actual and consequential), suits, judgments, litigation costs
and attorneys' fees, of every kind and nature. In such a case,
ARGELA will provide you with written notice of such claim,
suit or action.
12.Limitation of Liability
12.1 IN NO EVENT SHALL ARGELA, ITS AFFILIATES OR THE ARGELA
STAFF BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT
(INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER FORM
OF LIABILITY, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL
OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY
LOSS OF DATA, LOSS OF PROFITS, INTERRUPTION, COMPUTER FAILURE
OR PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE
THE SOFTWARE, EVEN IF ARGELA, ITS AFFILIATES OR ARGELA STAFF
HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU
HEREBY AGREE TO INDEMNIFY AND HOLD ARGELA HARMLESS FROM AND
AGAINST ANY AND ALL LOSS, COST, DAMAGE AND EXPENSE, INCLUDING
BUT NOT LIMITED TO ATTORNEYS' FEES AND COURT COSTS, ARISING
DIRECTLY OR INDIRECTLY FROM YOUR USE OF THE SOFTWARE AND/OR
YOUR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT
CONTAINED IN THIS AGREEMENT.
YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR
DISSATISFACTION WITH THE ARGELA SOFTWARE IS TO DEINSTALL AND
CEASE USE OF SUCH ARGELA SOFTWARE.
13. General Provisions
13.1 ARGELA 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 ARGELA Website. The
revised Agreement shall become effective within one (1) day
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 Software after expiry of the notice period of three
(3) days, shall constitute your acceptance to be bound by the
terms and conditions of the revised Agreement. ARGELA
reserves the right to make changes to this Agreement from
time to time.
13.2 The terms and conditions of this Agreement constitute
the entire agreement between you and Argela with respect to
the subject matter hereof and will supersede and replace all
prior understandings and agreements, in whatever form,
regarding the subject matter.
13.3 The failure or delay of ARGELA to exercise or enforce
any right or provision of the Terms of Use shall not
constitute a waiver of such right or provision. If any
provision of the Terms of Use is found by a court of
competent jurisdiction to be invalid or enforceable , the
parties nevertheless agree that the court should endeavor to
give effect to the parties' intentions as reflected in the
provision, and the other provisions of the Terms of Use
remain in full force and effect.
13.4 You are not allowed to assign this Agreement or any
rights hereunder. ARGELA is allowed at its sole discretion to
assign this Agreement or any rights hereunder to any Affiliate
or any third party, without giving prior notice.
13.5 ARGELA reserves the right to terminate this Agreement
and your use of the Software at any time and for any reason
or no reason at all. In such a case, You agree that you have
no right to request any rights or indemnification.
13.6 This Agreement remains effective until terminated.
You may terminate it at any time by destroying all copies of
the Software in your possession or control. This Agreement
will automatically terminate without notice if you breach any
term of this Agreement. Upon termination, you must promptly
destroy all copies of the Software in your possession or
control. ARGELA shall not be liable in respect to any damage
caused by the termination of this Agreement. The provisions
contained herein shall survive termination of this Agreement.
13.7 This Agreement shall be governed by and construed in
accordance with the Laws of Republic of Turkey. The parties
agree that any and all disputes, controversies and claims
arising out of or in connection with the Agreement, or the
breach, termination or invalidity thereof, shall be settled
in the Courts and Enforcement Offices of Istanbul
(Sultanahmet-Levent).
13.8 The original Turkish version of this agreement has
been translated into English, too. In the event of
inconsistency or discrepancy between the Turkish version and
the English version of this Agreement, the Turkish 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 SOFTWARE, YOU EXPRESSLY CONSENT TO
BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO ARGELA THE
RIGHTS SET FORTH HEREIN.