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Terms & Conditions

This Agreement (hereinafter the "Agreement") is effective as of the Effective Date and is by and between DVSmile Technologiy Ltd. 233-237 Old Marylebone Road NW1 5QT LONDON (hereinafter "STAND4U"), and the user, for the use of STAND4U software programs (hereinafter the "CUSTOMER"). The CUSTOMER is required to provide the necessary identification and in the case of company applications, the registration number, as specified in our registration form on the STAND4U website at the following address http://my.stand4u.com/register.php

STAND4U reserves the right to refuse the Agreement if the information provided is incomplete, if STAND4U has reason to doubt the accuracy of the information, or it is not supported by the required identification or, in the case of company applications, the required authorization, if the Customer is known to have committed fraud, or is bankrupt, or has given any reason to doubt his or her ability to meet their commitments under this Agreement.

WITNESSETH

WHEREAS, STAND4U develops software programs (the "STAND4U Software" as further defined below) which STAND4U is willing to supply to CUSTOMER for the purpose of organizing with the STAND4U website the automatic treatment of PSTN ("Public Switched Telephone Network") calls to the telephone number assigned to CUSTOMER either by STAND4U or by STAND4U� provider on the terms and conditions set forth herein; and,

WHEREAS, CUSTOMER intends to use the STAND4U Software to treat his PSTN calls to STAND4U telephone numbers assigned to CUSTOMER.

NOW, THEREFORE, in consideration of the premises and the mutual obligations herein made and undertaken, the parties hereto agree as follows:

1.0  "Purpose". This Agreement relates to STAND4U Software use by CUSTOMER, and defines the terms and conditions under which this software and the associated products or services are provided by STAND4U and accepted and used by CUSTOMER. STAND4U Software and these products and services are offered under the STAND4U trading name.

2.0  "Definitions". For the purposes of this Agreement, the definitions set forth in this Section shall apply to the respective capitalized terms:

2.1  "Enhancements". Upgrades and Updates as defined below that may be integrated with the STAND4U Software or offered for licensing separately by STAND4U and that alter the functionality of the STAND4U Software or add new functions thereto.

2.2  "Upgrades". New versions of the STAND4U Software made generally available for licensing, which provide a substantial change in or addition to the STAND4U Software. These are designated by STAND4U as A level releases.

2.3  "Updates." Improvements to the STAND4U Software, which are not Maintenance Modifications or Upgrades. These are designated by STAND4U as B level releases.

2.4  "Error."A defect in the STAND4U Software that prevents it from performing in any material respectwith its published functionality.

2.5  "Maintenance Modifications."Computer software changes provided by STAND4U to be integrated with the STAND4U Software to correct Errors, but that do not alter the basic functionality of the STAND4U Software.

2.6  "Object Code."The form of the STAND4U Software wherein computer programs are assembled or compiled in magnetic or electronic binary form on software media, which are readable and usable by machines, but not generally readable by humans without reverse-assembly, reverse-compiling, or reverse-engineering.

2.7  "CUSTOMER Product and/or Service" The product and/or services independently provided to public, developed, procured or delivered by CUSTOMER.

2.8  "STAND4U Software." The STAND4U software means the Object Code form of the software products, including all Maintenance Modifications and Enhancements thereto, which is available on the STAND4U�s website for CUSTOMER with an Access Code.

2.9  "Effective Date." The Effective Date of this Agreement which is accepted by CUSTOMER by clicking on the "ACCEPT" button on the STAND4U�s website in order to use the STAND4U Software.

2.10  "Term." The Initial Term and each Renewal Term, if any, as provided in Section 13.1.

3.0  STAND4U�s Responsibilities. Subject to the terms and conditions of this Agreement, STAND4U agrees to:

4.0  CUSTOMER's Responsibilities. Subject to the terms and conditions of this Agreement, CUSTOMER shall:

5.0  Licenses Granted. STAND4U hereby grants to CUSTOMER a nonexclusive and nontransferable right and license during the Term to use the STAND4U Software and associated products or services.

5.1  For each user ID or password selected by CUSTOMER for use the STAND4U Software with the STAND4U website (hereinafter an "Access Code"), CUSTOMER (a) will use it in accordance with STAND4U�s reasonable instructions, as they may be modified from time to time, and (b) is solely responsible for its security.

5.2  CUSTOMER will immediately notify STAND4U if any Access Code is lost, stolen or stops operating properly or if CUSTOMER has reason to believe an Access Code has been compromised. STAND4U may deactivate an Access Code and immediately provide (or require CUSTOMER to select) a replacement if STAND4U reasonably considers it necessary to do so.

5.3  If any of the following happens, STAND4U may suspend access to the STAND4U Software through an Access Code until a replacement is furnished by STAND4U or selected by CUSTOMER (as applicable) or the cause of the suspension is resolved to STAND4U�s reasonable satisfaction: (a) STAND4U�s receipt of a notice from CUSTOMER as described above; (b) STAND4U has a good faith reason to suspect that an Access Code has been compromised; (c) STAND4U has a good faith reason to believe that CUSTOMER has not complied, is not complying, or will not comply, with its obligations under the Agreement, or (d) STAND4U otherwise has a good faith reason for suspending access through an Access Code.

6.0  Allocation of STAND4U�s telephone numbers. Upon request from CUSTOMER, STAND4U shall use its best endeavours to sub-allocate all or part of the requested telephone numbers to CUSTOMER as soon as reasonably possible after receipt of such request. STAND4U shall endeavour to collect and convey of calls directed to telephone numbers allocated to CUSTOMER and route of calls in accordance with the STAND4U Software configuration decide by CUSTOMER.

6.1  Parties agree that said sub-allocation of the STAND4U�s telephone numbers does not constitute any transfer of any property or other rights with regard to the telephone numbers and CUSTOMER consequently acknowledges and accepts to follow STAND4U�s instructions in connection with the use of the telephone numbers including but not limited to instruction resulting directly from competent authorities. For the avoidance of doubt, it is hereby clearly agreed that "competent authority" shall be understood as any governmental and/or private entity having legal, regulatory and/or customary competence and authority to draft, edict and enforce laws, rules and/or regulations relating to the activities of STAND4U�s or CUSTOMER�s activities

6.2  In the event of "under-use" of the STAND4U�s telephone numbers resources allocated, CUSTOMER irrevocably undertakes that, upon simple request of STAND4U, to return the unused resources provided that it has been advised at least 10 days in advance. The expression "under-use" used in this article shall designate allocated STAND4U�s telephone numbers which, for a period of at least one (1) month have not been exploited by CUSTOMER, i.e., have not received any call over that period.

6.3  In addition, CUSTOMER acknowledges and accepts that STAND4U�s telephone resources are limited and that STAND4U shall not be held liable for its inability to provide all or part of the requested telephone numbers. CUSTOMER will comply with any reasonable instructions given by STAND4U with regard to the use of the STAND4U�s telephone numbers. STAND4U will comply with the requirements of the relevant national numbering plan. CUSTOMER will provide information with regard to the use of the telephone numbers, including information with regard to the fulfilment of the requirements of the number plan, as may reasonably be required from time to time by STAND4U.

6.4  STAND4U may terminate the telephone numbers: i) by giving one (1) months prior written notice to CUSTOMER to take effect at any time, ii) by giving a prior written notice of at least one (1) day, if STAND4U is forced to do so by an competent authority.

7.0  Limitations on use of STAND4U Software.

7.1  CUSTOMER may not modify, translate, reverse engineer, decompile or disassemble the STAND4U Software (including STAND4U�s website), except to the extent that this restriction is expressly prohibited by applicable law.CUSTOMER may not create any derivative software based on the STAND4U Software or use the STAND4U Software to develop any other application under the terms of this Agreement. CUSTOMER may not rent, resell, sublicense, transfer or deliver the STAND4U Software to any third party, or use the STAND4U Software for the benefit of any third party.

7.2  Title, right, and interest in and to the STAND4U Software and STAND4U�s website, including all copyrights, patents, trade secrets, and other intellectual property rights therein, shall at all times remain and rest solely with STAND4U.CUSTOMER shall not claim or assert title to any such materials or attempt to transfer any title to CUSTOMER or any third parties. If any unauthorized copies are made, or if the STAND4U Software is used in violation of this Agreement, then, in addition to any other rights and remedies that STAND4U may be entitled, STAND4U shall have the right to seek an injunction against the unauthorized copying or use.

7.3  STAND4U may suspend or block access to the STAND4U Software or all associated products or services(each such circumstance, a "Service Suspension") without notice for any of the following reasons: (a) to comply with any law, regulation, court order, competent authority, or other governmental request or order requiring immediate action; (b) to prevent interference with, damage to, or degradation of STAND4U�s network, equipment, software, system ; the STAND4U Software is used in a manner that will or does expose STAND4U to legal liability, or the STAND4U Software is used in a manner that violates any applicable law or regulation, whether this use is by CUSTOMER or any other entity or person using the STAND4U Software and associated products or services and whether or not this use is authorised or consented to by CUSTOMER (each such circumstance, "Service Misuse").

8.0  Expenses. Unless expressly provided for in this Agreement, it is understood and agreed that STAND4U is under no obligation or requirement to reimburse CUSTOMER for any expenses or costs incurred by CUSTOMER in the performance of its responsibilities under this Agreement. Any such costs or expenses incurred by CUSTOMER shall be at CUSTOMER's sole risk and upon its independent business judgment that such costs and expenses are appropriate.

9.0  Technical Support.

9.1  STAND4U shall provide CUSTOMER with support services, Maintenance Modifications, Enhancements and Upgrades relating to the STAND4U Software. Such services shall include, without limitation, the following: i) general support to CUSTOMER regarding proper utilization though the STAND4U�s website, ii) application of Maintenance Modifications, Enhancements and Upgrades. CUSTOMER shall provide its clients with all maintenance, training, and support.

9.2  STAND4U reserves the right to adjust the STAND4U Software and associated products or services at any time, for example to conform to legal and regulatory obligations. If CUSTOMER do not wish to accept the adjusted STAND4U Software, he is entitled to terminate the Agreement, in writing, with effect from the date on which the adjusted STAND4USoftware and associated products or services will be provided.

9.3  STAND4U may (to the extent permitted by applicable privacy and other laws and regulations) only monitor use of the STAND4U Software and associated products or services (and disclose and otherwise use the information so obtained) to (a) comply with applicable law, regulation or other governmental request or order, (b) ensure that there is no Service Misuse if STAND4U has good faith reason to believe that there may be Service Misuse, (c) protect the integrity of the STAND4U�s network, equipment, software and system.

10.0    Payment.

10.1    To pay the STAND4U Software utilisation and the associated services (STAND4U�s telephone number, collect, convey and routing of calls�), CUSTOMER must deposit a credit balance on his account by credit card, or other means which may be made available by STAND4U. New accounts paid by credit card are activated immediately upon receipt and validation of credit information. For such activation, CUSTOMER must give STAND4U a valid credit card number (Visa, MasterCard, American Express or any other issuer then accepted by STAND4U). STAND4U reserves the right to stop accepting credit cards from one or more issuers. Moreover, if during the course of the Agreement, CUSTOMER credit balance is insufficient, CUSTOMER must purchase new credits. CUSTOMER can only make use of the STAND4U Software and associated products or services when CUSTOMER account has a positive and sufficient credit balance.

10.2    In order to purchase credits for the STAND4U Software and associated products or services utilisation, CUSTOMER shall pay STAND4U the tariffs as stated on the STAND4U�s website and in connection with CUSTOMER purchase of respective products or services. Unless stated otherwise, all tariffs and charges shall be stated in Euros and do not include taxes, duties, tariffs, or other such assessments of any nature. CUSTOMER shall pay such taxes, duties, tariffs, or other such assessments.

10.3    STAND4U reserves the right to change the tariffs at any time by giving a thirty (30) day notice of such change on the STAND4U�s website. If CUSTOMER do not wish to accept such adjustment of tariffs, he is entitled to terminate the Agreement. CUSTOMER may terminate the Agreement by written notice, with effect from the date on which the adjustment of tariffs would become effective. CUSTOMER agree that by continuing to use the STAND4U Software and associated products or services following the adjustments of the tariffs, CUSTOMER accept such adjustments.

10.4    In the event CUSTOMER believe that STAND4U has charged CUSTOMER in error, he must contact STAND4U�s customer services within 90 days after such charge. STAND4U reserves the right to not give any refunds or adjustments will not be given for any charges which are more than 90 days old.

10.5    CUSTOMER can request a refund for unused credit balance at any time, by submitting a written request to STAND4U. Refund requests carried out through other means shall not be eligible for the refund. Upon a duly submitted refund request, STAND4U will refund CUSTOMER the credit balance of CUSTOMER�s credit balance. All refunds shall be paid either through the original payment method used, or any other reasonable payment method to be determined by STAND4U, and addressed to such person that deposited the credit initially. A credit balance expires 180 days after the last chargeable use. Credit balances that are not used within the said 180 day period will be lost. Any abuse by CUSTOMER of the terms relating to refunds hereunder shall lead to the termination of this Agreement.

11.0    Limited Warranty and Limitations of Liability.

11.1    STAND4U warrants that it will provide the STAND4U Software in accordance with the terms of the Agreement. However, all other warranties and conditions (whether implied by statute, common law or otherwise, including, but not limited to fitness for purpose) are excluded.

11.2    STAND4U�s warranty is solely for the benefit of CUSTOMER. CUSTOMER has no authority to extend this warranty to any other person or entity and shall not authorize any third party to assert warranty claims directly against STAND4U.

11.3    STAND4U is not liable for, and it is excused from, any failure or delay in performance due to a cause beyond its reasonable control, including, but not limited to, acts of God, inclement or severe weather, industrial disputes, failure or shortage of power supplies, lightning or fire, acts of local or central Government or other competent authorities, war, civil disorder, acts or omissions of other telecommunications operators, or events beyond the reasonable control of its suppliers.

11.4    EXCEPT AS SET FORTH IN THIS SECTION 11, STAND4U DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF ANY PRODUCTS OR PROGRAMS FURNISHED HEREUNDER OR FOR ANY CUSTOMER PRODUCTS AND/OR SERVICES PREPARED BY CUSTOMER. STAND4U DOES NOT WARRANT THAT THE STAND4U SOFTWARE AND ASSOCIATED PRODUCTS OR SERVICES WILL SATISFY CUSTOMER'S REQUIREMENTS OR THAT THE STAND4U SOFTWARE AND ASSOCIATED PRODUCTS OR SERVICES ARE WITHOUT DEFECT OR ERROR OR THAT THE OPERATION OF THE STAND4U SOFTWARE AND ASSOCIATED PRODUCTS OR SERVICES WILL BE UNINTERRUPTED.

11.5    STAND4U will have no liability to Customer in contract, tort (including but not limited to negligence) or otherwise arising out of or in connection with the Agreement for direct or indirect loss of profits, revenue, business, contracts or anticipated savings, nor for any indirect or consequential loss or damage, nor for any loss of data. STAND4U�s aggregate liability to Customer in contract, tort (including but not limited to negligence) or otherwise arising out of or in connection with the Agreement will be limited to � 150.000 (ONE HUNDRED AND FIFTY THOUSANDS) in respect of any one incident or series of incidents arising from a common cause to the Charges the Customer has paid in the 3 months immediately prior to the month in which the liability arose and in any event, � 4.500.000 (four millions and five hundred thousands) in aggregate in any calendar year.

12.0    Indemnification by CUSTOMER. CUSTOMER hereby indemnifies and holds harmless STAND4U and its affiliates, officers, directors and employees from and against any and all costs (including attorneys fees), any liabilities, actions, losses, judgements, payments made in settlement, suits, proceedings, demands or claims from third parties, including STAND4U�s other customers resulting from any (a) Service Misuse, (b) use of non-STAND4U furnished services, facilities, equipment and/or software with the STAND4U Software and associated products or services, (c) use of CUSTOMER Product and/or Service (d) Fees & Taxes not paid promptly by CUSTOMER, and (e) breach of any CUSTOMER representation or warranty in the Agreement or (f) any negligence, gross negligence or intentionally wrongful acts or omissions by CUSTOMER.

13.0    Term and Termination.

13.1    Unless otherwise terminated as provided herein, this Agreement shall become effective on the Effective Date and shall remain in full force and effect for one (1) year (the "Initial Term"), and shall be tacitly renewed for an indeterminate period of time (the "Renewal Term") at the expiry of the Initial Term. All references herein to the "Term" shall refer to both the Initial term and such renewal term.

13.2    Each party shall have the right to terminate this Agreement, with or without cause, effective upon 30 days written notice to the other Party.If CUSTOMER commits a breach of its obligations hereunder or in case of Service Suspension, STAND4U may, at its option, terminate this Agreement, immediately, unilaterally, automatically and without the need to have recourse to any court or tribunal, declare the termination of the Agreement.

13.3    Termination of this Agreement shall not relieve either party of the obligations incurred hereunder pursuant to Sections 7.1, 7.2, 11.4, 11.5, 12, and 16 hereof, which Sections shall survive such termination for three (3) years.

13.4    On termination of this Agreement, all licenses and rights to use the STAND4U Software and associated products or services, the STAND4U�s telephone numbers, and Access Code shall terminate from the effective date of termination (regardless of whether such termination was with or without cause) and CUSTOMER will cease any and all use of the STAND4U Software and associated products or services, the STAND4U�s telephone numbers, and Access Code.

14.0    Compliance With Law. CUSTOMER shall comply with all applicable laws and regulations of governmental bodies or agencies in its performance under this Agreement.

15.0    Assignment. Each party represents that it is acting on its own behalf and is not acting as an agent for or on behalf of any third party, and further agrees that it may not assign its rights or obligations under this Agreement without the prior written consent of the other party. Either party may, however, without the other party�s consent, assign this Agreement (i) to a third party who acquires all or substantially all of such party�s assets or equity (including by operation of law pursuant to a merger of such party with or into any other entity) or (ii) to any Affiliate of such party (where "Affiliate" means any person or entity that, directly or indirectly, controls, is controlled by or is under common control with such party).

16.0    Governing Law. All questions concerning the validity, operation, interpretation, and construction of this Agreement will be governed by and determined in accordance with the laws of the United Kingdom. Each party hereby consents to the personal jurisdiction of the Courts located in the London and agrees that such courts shall be the sole forum for the adjudication of any dispute arising from or relating to this Agreement.

17.0    Severability. If any provision of this Agreement shall be held illegal, unenforceable, or in conflict with any law, or local government having jurisdiction over this Agreement, the validity of the remaining portions or provisions hereof shall not be affected thereby.

18.0    Scope of Agreement. Each of the parties hereto acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms. The parties further agree that this Agreement is the complete and exclusive state of agreement and supersedes all proposals (oral or written), understandings, representations, conditions, warranties, covenants, and all other communications between the parties relating thereto.

19.0    New versions of the Agreement. STAND4U reserves the right to modify the Agreement at any time by providing such revised Agreement to CUSTOMER or by publishing the revised Agreement on the STAND4U�s website, which shall become effective within thirty (30) days thereof, unless CUSTOMER expressly accept the revised Agreement by clicking on the "accept" button. CUSTOMER continued use of the STAND4U Software after expiry of said period of time shall constitute CUSTOMER acceptance to be bound by the terms and conditions of the revised Agreement. If CUSTOMER do not wish to accept these revised Agreement, he is entitled to terminate Agreement, in writing, with effect from the date on which the revised Agreement would become effective.