VPN360 Software License and Terms of Service

5.1. Software License

The Service, including the Software, is licensed, not sold, to you. Subject to this Agreement and any other agreements that apply to the Service or Software and to which you are a party, VPN360 grants you a limited, revocable, nonexclusive, personal, nontransferable license during the term of this Agreement to install and use the Software in object code format, to access the Service for internal and personal purposes only, and on no more than six (6) Devices (as defined in Section 6.1 below). The Software is “in use” on a Device for purposes of this paragraph when it is loaded into the temporary memory (e.g., RAM) or installed into the permanent memory (e.g., hard disk, CD-ROM or other storage device) of a Device.

5.2. Software License Restrictions.

You may not (and may not allow a third party to):

1. reverse engineer, decompile, disassemble or attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of the Software by any means whatsoever, except to the extent that such restriction is expressly prohibited by applicable law;
2. remove or destroy any copyright notices or other proprietary markings;
3. attempt to circumvent any use restrictions;
4. modify or adapt the Software, merge the Software into another program or create derivative works based on the Software;
5. use, copy or distribute the Software without VPN360’s written authorization, except that you may make one (1) copy of the Software for archival or backup purposes only.
6. use the Software to provide, alone or in combination with any other software, product or service, any software/product/service to any person or entity, whether on a fee basis or otherwise or on websites where you have agreed “not to use any ad blocking solutions”, for instance by agreeing to the terms of services on the respective websites or to circumvent technological measures that control access to websites;
7. repackage, modify, adapt, tamper with, alter, translate, or create derivative works of the Software;
8. combine or merge any part of the Software with or into any other software or documentation, or refer to or otherwise use the Software as part of an effort to develop software (including, without limitation, any routine, script, code, or program) having any functional attributes, visual expressions, or other features similar to those of the Software or to compete with VPN360;
9. except with VPN360’s prior written permission, publish any performance or benchmark tests or analysis relating to the Software; or
10. rent, lease, sublicense, sell, assign, loan, use for timesharing or service bureau purposes or otherwise transfer the Software or any of your rights and obligations under this Agreement.

5.3. Content Restrictions.

You may not (and may not allow a third party to) copy, reproduce, capture, store, retransmit, distribute, or burn to CD (or any other format) any copyrighted content that you access or receive while using the Software or the Service. You assume all risk and liability for any such prohibited use of copyrighted content.

5.4. Recurring Payments for Service.

Our Service is billed on a subscription basis (“Subscription(s)“). You will be billed in advance on a recurring and periodic basis (“Billing Cycle“). Billing cycles are set on a regular basis, typically monthly or yearly. You agree to pay for the subscription that you select for the Service and you authorize us to automatically charge the payment method our service provider has on file for your recurring payments.

At the end of each Billing Cycle, your Subscription will automatically renew under the same conditions as your existing conditions, unless you cancel it or we cancel it. You may cancel your Subscription renewal by contacting our customer support team at [email protected]. Once you have cancelled your automatic renewal, recurring subscription fees for Service fees will no longer be charged to the payment method we have on file for your account, and your subscription will remain active only until the end of the term for which you have fully paid the Service fee.

A valid payment method, including credit card, is required to process the payment for your Subscription. You shall provide us or our third-party payment processor, with accurate and complete billing information including full name, address, state, zip code, and valid payment method information. By submitting such payment information, you automatically authorize us to charge all Subscription fees incurred through your account to any such payment instruments. All amounts paid are non-refundable. You further agree to be responsible for all taxes associated with the Service, along with any transaction fees and currency conversions added by your financial institution and intermediaries. All amounts are in US Dollars. If the billing method we agree is by credit or debit card (“Payment Card“), you: (a) represent that you are authorized to use such Payment Card; (b) authorize us to charge your Payment Card on a periodic basis for the Fees when due, including upon sign up for the Service and upon renewal; (c) agree to keep your Payment Card details valid and current and (d) agree to pay any processing fees that are charged by the third-party payment processors or Payment Card issuer. If your Payment Card is declined when we attempt to charge it, we may try to charge it again at a later time. If we do not receive payment, we may suspend or terminate your paid Service subscription.

5.5. Open Source.

The Open-Source code components that are included with the Software are redistributed by VPN360 under the terms of the applicable Open-Source Code license for such component. Your receipt of Open-Source code components from VPN360 under this Agreement neither enlarges nor curtails your rights or obligations defined by the Open-Source Code license applicable to the Open-Source Code component. Copies of the Open-Source Code licenses for the Open-Source Code components that are included with the Software are included with or referenced in the Software’s Documentation.

5.6. Price Changes.

We may change the fees that we charge for the Service, at any time in our sole discretion, provided that we will give you at least thirty (30) days’ prior notice of such changes. Unless otherwise specified in such notice to you, any changes to the subscription fees will take effect in the billing period immediately following our notice to you.

6.1. Availability.

You may use the Software solely to access the Service. A computer or other equipment enabled to access the Internet (a “Device”) is required to utilize the Service. You are solely responsible for ensuring that your Device is sufficient and compatible for use with the Service. The speed and quality of the Service may vary and the Service is subject to unavailability, including emergencies, third party service failures, transmission, equipment or network problems or limitations, interference, signal strength, and maintenance and repair, and may be interrupted, refused, limited or curtailed.

6.2. Suspension or Termination of the Service.

VPN360 may, from time to time, temporarily suspend your access to the Service or any component thereof: (a) for maintenance; (b) to address any emergency security concerns; or (c) if required to do so by a governmental or regulatory authority or as a result of a change in applicable law. We may even suspend or terminate the Services entirely, in which event we will notify you in advance unless extenuating circumstances, such as safety or security concerns, prevent us from doing so.

6.3. Changes to the Service.

VPN360 continually changes and improves the Service. VPN360 will provide you with prior written notice if VPN360 makes a change to the Service resulting in a material decrease in core functionality used by VPN360’s general customer base.

6.4. Third Party Policies.

If You choose to access and use third-party websites, services or content, or purchase products from third parties, including without limitation through third-party payment vendors, your personal information may be available to a third-party content provider. If you choose to visit or use any third-party products or services, these policies and this Agreement will not apply to your activities or any information you disclose while using third-party products or services or otherwise interacting with third parties. How third parties handle and use your personal information related to their sites and services is governed by their security, privacy and other policies, if any, and not our policies. Pango has no responsibility for any third party’s policies, or any third party’s compliance with them.

7.1. BY USING THE SOFTWARE OR THE SERVICE YOU AGREE NOT TO:

1. use the Software or the Service for any fraudulent, harassing or abusive purpose, or so as to damage or cause risk to our business, reputation, employees, subscribers, facilities, or to any person;
2. rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the Service, the Software or any Materials (as defined in Section 10, below);
3. delete the copyright or other proprietary rights on the Software or the Service;
4. use the Software or the Service for any illegal purpose, or in violation of any local, state, national, or international law;
5. use the Service or the Software for any commercial use, it being understood that the Software and the Service is for personal, non-commercial use only;
6. use the Software or the Service if you are not Eligible;
7. remove, circumvent, disable, damage or otherwise interfere with security-related features of the Software or the Service, features that prevent or restrict use or copying of the Software, or features that enforce limitations on the use of the Service;
8. reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Service or the Software or any part thereof, except to the extent that such restriction is expressly prohibited by applicable law;
9. modify, adapt, translate or create derivative works based upon the Software or the Service or any part thereof; or
10. intentionally interfere with or damage operation of the Service, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code.

8.1. When you create an account with us, you must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of this Agreement. You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password, whether your password is with our Service or a third party service.

8.2. You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

8.3. You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.

8.4. You are fully and solely responsible and liable for the content and data you enter into our Service. By using the Service, you guarantee that you have all required permissions – including copyright and other intellectual property rights – to copy, distribute, transfer, store or make the content available online through the Services.

9.1. Termination by VPN360.

VPN360 may terminate your use of the Service or the Software or discontinue providing access to the Service at any time. You agree that VPN360 will not be liable to you or any third party for any such termination.

If such termination or discontinuation occurs during a period for which you are a paid subscriber, you may be entitled to a pro-rated refund of your current subscription payment amount in connection with your use of the Service. If your account is terminated due to your breach of this Agreement during the relevant cancelation period, you will not be eligible for a refund. All refunds are issued at VPN360’s sole discretion. If you have been terminated from the Service and wish to request a refund or if you have chosen to terminate the Service for any reason, please email customer service at [email protected] and describe the circumstances relating to the termination or discontinuation of your use of the Service. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Pango may have at law or in equity.

9.2. Termination by You.

You may terminate this Agreement at any time by discontinuing use of the Service, deleting your account on the Service and uninstalling the Software.

13.1. No Warranties.

The VPN360 Entities disclaim all warranties, statutory, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights. No information, whether oral or written, obtained by you from VPN360 or through the Service will create any warranty not expressly stated herein. You expressly acknowledge that as used in this Section 13 the term VPN360 includes the VPN360 Entities.

13.2. “As is” and “As available” and “With All Faults”.

You expressly agree that use of the Service and the Software is at your sole risk. The Service, the Software and any data, information, third-party software, services, or applications made available in conjunction with or through the Service are provided on an “as is” and “as available”, “with all faults” basis and with no assurances that the Software or the Service will withstand attempts to evade security mechanisms or that there will be no cracks, bugs, disablements or other circumvention. The VPN360 Entities do not warrant that the Service will be uninterrupted or free of errors, viruses or other harmful components and do not warrant that any of the foregoing will be corrected. You understand and agree that you use, access, download the Software and otherwise obtain or transmit materials, data, or other content while using the Service at your own discretion and risk.

14.1. Limitation of Liability.

Under no circumstances, including, but not limited to, negligence, will VPN360 or the VPN360 Entities be liable for any special, indirect, incidental, consequential, punitive, reliance, or exemplary damages (including without limitation damages arising from any unsuccessful court action or legal dispute, lost business, lost revenues, or loss of anticipated profits or any other pecuniary or non-pecuniary loss or damage of any nature whatsoever) arising out of or relating to this Agreement or that result from your use of or your inability to use the Service or Software, or any other interactions with VPN360, even if VPN360 or an VPN360 authorized representative has been advised of the possibility of such damages.

14.2. Limitation of Damages.

In no event will the total liability of VPN360 or its affiliates, contractors, employees, agents, or third-party partners, licensors, or suppliers to you for all damages, losses, and causes of action arising out of or relating to this Agreement or your use of the Service or the Software (whether in contract, tort including negligence, warranty, or otherwise), exceed the amount paid by you, if any, for accessing the Software and the Service during the twelve months immediately preceding the date of the claim or twenty five United States dollars, whichever is greater.

14.3. Basis of the Bargain.

You acknowledge and agree that VPN360 has offered the Software and the Service, set its prices, and entered into this Agreement in reliance upon the warranty disclaimers and the limitations of liability set forth herein, that the warranty disclaimers and the limitations of liability set forth herein reflect a reasonable and fair allocation of risk between you and VPN360, and that the warranty disclaimers and the limitations of liability set forth herein form an essential basis of the bargain between you and VPN360. VPN360 would not be able to provide the Service or the Software to you on an economically reasonable basis without these limitations.

14.4. Consumer End Users (Outside of the USA).

This Section 14.4 applies only if you reside and use the Service and Software outside of the United States.

1. Warranties. The limitations or exclusions of warranties and liability contained in this Agreement do not affect or prejudice (or purport to affect or prejudice) the statutory rights of a consumer, i.e., a person acquiring goods for solely personal use otherwise than in the course of business outside of the U.S.A. The limitations or exclusions of warranties, remedies or liability contained in this Agreement apply to you to only the extent such limitations or exclusions are permitted under the laws of the jurisdiction where you are located.
2. Data Transfer. If you are accessing the Service from any region with laws or regulations governing personal data collection, use, and disclosure, that differ from United States laws, please be advised that through your continued use of the Software and the Service, you may be transferring your personal information to the United States and you consent to that transfer.

15.1. Generally.

In the interest of resolving disputes between you and VPN360 in the most expedient and cost-effective manner, you and VPN360 agree that any and all disputes arising out of or relating in any way to this Agreement or your use of the Service shall be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes, but is not limited to all claims arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether the claims arise during or after the termination of this Agreement.

15.2. No class actions or jury trials.

This Arbitration Agreement involves interstate commerce and shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16 (“FAA”), and not by state law. If you or we elect to resolve a dispute by arbitration, neither you nor we will be able to have a court or jury trial or participate in a class action or class arbitration. Other rights that you and we would have if you or we went to court will not be available or will be more limited in arbitration, including discovery and appeal rights. You and we each understand and agree that by allowing each other to elect to resolve any dispute through individual arbitration, WE ARE EACH WAIVING THE RIGHT TO A COURT OR JURY TRIAL. IF ANY PARTY ELECTS ARBITRATION, THAT DISPUTE SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS, AND NOT AS A CLASS ACTION, REPRESENTATIVE ACTION, CLASS ARBITRATION OR ANY SIMILAR PROCEEDING. The arbitrator(s) may not consolidate the claims of multiple parties, and may not otherwise preside over any form of a representative or class proceeding.

15.3. Notice; Process.

A party who intends to seek arbitration must first send a written notice of the dispute to the other party, by certified mail or Federal Express (signature required), or in the event that we do not have a physical address on file for you, by electronic mail (“Notice“). The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand“). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or VPN360 may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or VPN360 shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any; provided that if our dispute is finally resolved through arbitration in your favor, VPN360 shall pay you the greater of (i) the amount awarded by the arbitrator, if any, or (ii) the greatest amount offered by VPN360 in settlement of the dispute prior to the arbitrator’s award, whichever is greater.

15.4. Procedure Generally.

Arbitrations shall be administered by the JAMS (“JAMS“) pursuant to the applicable JAMS rules in effect at the time the arbitration is initiated. You may obtain information about arbitration, arbitration procedures and fees from JAMS by calling 800-352-5267 or visiting http://www.jamsadr.com/. If JAMS is unable or unwilling to arbitrate a dispute, then the dispute may be referred to any other arbitration organization or arbitrator we both agree upon in writing or that is appointed pursuant to section 5 of the FAA. The arbitrator shall be authorized to award any relief that would have been available in court, provided that the arbitrator’s authority is limited to you and us alone, except as otherwise specifically stated herein. No arbitration decision will have any preclusive effect as to non-parties. The arbitrator’s decision shall be final and binding. You and we agree that this Arbitration Agreement extends to any other parties involved in any Claims, including but not limited to affiliated companies and vendors. This Arbitration Agreement shall take precedence over the rules of the arbitration organization or arbitrator in the event of any conflict.

15.5. Fees.

In the event that you commence arbitration in accordance with this Agreement, VPN360 will reimburse you for your payment of the filing fee, unless your claim is for greater than US $10,000, in which case the payment of any fees shall be decided by the Rules. Any arbitration hearings will take place at a location to be agreed upon in Herndon, Virginia for United States residents, and at a location to be mutually agreed upon for all other persons, provided that if the claim is for US $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a non-appearance based telephonic hearing, or by an in-person hearing as established by the Rules. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in the United States Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the Rules. In such case, you agree to reimburse VPN360 for all monies previously disbursed by it that are otherwise your obligation to pay under the Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

15.6. Enforceability.

If Section 15.2 above is found to be unenforceable or if the entirety of this Section 15 is found to be unenforceable, then the entirety of this Section 15 will be null and void.

16.1. Assignment.

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by VPN360 without restriction. Any assignment attempted to be made in violation of this Agreement shall be void.

16.2. Entire Agreement.

This Agreement (including any documents incorporated here by reference) constitutes the entire agreement between you and VPN360 concerning its subject matter, and it supersedes any other prior or contemporaneous agreements or terms, written or oral.

16.3. Force Majeure.

Neither VPN360 nor you will be liable for inadequate performance to the extent caused by events beyond the reasonable control of a party, which may include denial-of-service attacks, internet disturbance, strikes, riots, pandemics or epidemics, natural disasters, acts of God, war, terrorism, and governmental action.

16.4. Governing Law.

This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Virginia, USA, exclusive of its choice of law principles.

16.5. Interpretation.

This Agreement was prepared and written in English. Any non-English translations of this Agreement which may be made available are provided for convenience only and are not valid or legally binding. Use of section headings in this Agreement is for convenience only and will not have any impact on the interpretation of particular provisions. The use of the words “includes,” “including,” “such as,” “for example,” and similar terms are deemed not to limit what else might be included.

16.6. Jurisdiction.

You agree that in the event of a dispute that is not subject to arbitration pursuant to Section 15, or if Section 15 is found to be unenforceable, any action at law or in equity arising out of or relating in any way to this Agreement or VPN360 will be filed only in the state or federal courts located in the Herndon, Virginia, and you hereby consent and submit to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action.

16.7. Notice.

All notices must be in writing and will be deemed given when: (a) personally delivered, (b) verified by written receipt, if sent by postal mail with verification of receipt service or courier, (c) received, if sent by postal mail without verification of receipt, or (d) verified by automated receipt or electronic logs if sent by email, provided that no bounce or other technical error message was received in response. Notices to VPN360 must be sent to Pango GmbH at 2553 Dulles View Drive, Suite 400, Herndon, VA 20171, marked to the attention of the Legal Department, with a copy emailed to [email protected]. Email is insufficient for providing non-routine legal notices such as indemnification claims, breach notices, and termination notices (“Non-Routine Notices“) to VPN360. You may grant approvals, permission, extensions and consents by email.

Notices to you may be sent to the email address associated with your account for the Service. You consent to receiving certain electronic communications from us in connection with your use of the Service. You agree that any notices or other communications sent to you electronically will satisfy any legal notice requirements. You must keep contact details associated with your account and accurate, and you will notify VPN360 in writing of any changes to such details.

16.8. Severability.

If any provision of this Agreement is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from this Agreement to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.

16.9. Survival.

Upon termination or expiration of this Agreement for any reason, the following provisions will survive such termination or expiration: Sections 4, 5.3, and 10 through 16.

16.10. Third Party Beneficiaries.

There are no third party beneficiaries to this Agreement.

16.11. Waiver.

The failure of VPN360 to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement will be effective only if in writing and signed by VPN360. Any cause of action arising out of or related to the Service by you against VPN360 must commence within 1 year after the cause of action accrues.

17.1. If the Software is provided to you through Apple Inc. (Apple Inc. together with all of its affiliates, “Apple”) App Store, the following terms and conditions apply to you in addition to all the other terms set forth herein:

1.  Apple is not responsible for the Services and has no obligation to furnish any maintenance or support services with respect to the Software or the Services.
2. In the event of any failure of the Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Software (if any) to the Customer. Except for the foregoing, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be governed by the Customer Agreement.
3. Any claim in connection with the Software related to product liability, a failure to conform to applicable legal or regulatory requirements, or claims under consumer protection or similar legislation is governed by this Agreement, and Apple is not responsible for such claim.
4. Any third party claim that the Software or your possession and use of the Software infringes that third party’s Intellectual Property Rights will be governed by this Agreement, and Apple will not be responsible for the investigation, defense, settlement and discharge of such intellectual property infringement claim.
5. Apple shall be a third-party beneficiary of this Agreement and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you.