IMPORTANT: These terms and conditions of service (the “Terms“) constitute a legal agreement between the Member (as defined below) and WORLDBRIDGER LIMITED and govern the Member's use of the Services. "DJINI" is a registered trademark of WORLDBRIDGER Limited. Any current WORLDBRIDGER LIMITED document describing the packages, features, services, and products the Member has selected and any other document incorporated by reference (collectively, the “Materials“) together with these Terms constitute the agreement between WORLDBRIDGER Limited and the Member (collectively, the “Agreement“). If there is any inconsistency between the Materials and these Terms, these Terms will prevail. By registering for the Service and ticking the “I Agree“ button or otherwise using the Service (as defined below), the Member agrees to be bound by the terms of this Agreement. If the Member does not agree to the terms of this Agreement, she/he should abort the registration process.

1. DEFINITIONS
Throughout this document: 'Member' means the individual person that is granted a right to use the Service pursuant to this Agreement; “Equipment“ means any device, equipment or hardware used to access the Service or used in conjunction with the Service, including any mobile phone or computer system; “Service(s)“ refers to the mobile International calling services named 'Djini Call Connector' provided by WORLDBRIDGER LIMITED; and “DJINI“ refers to WORLDBRIDGER LIMITED.

2. AGREEMENT
By entering into this Agreement, the Member:
♣    accepts all provisions of this Agreement, including those set forth in the Materials and in these Terms;
♣    acknowledges that the Member has received and had the opportunity to review a copy of the Agreement, including the Materials and these Terms;
♣    confirms that the information provided to DJINI is current and accurate; and agrees to notify DJINI of any change in the Member's information.

3. SERVICE
3.1. Subject to the terms of this Agreement, DJINI hereby agrees to provide the Member with a limited, personal, non-commercial, non-exclusive, and non-assignable right to access and use the Service on the Member's Equipment for the sole purpose of personally using the mobile International calling functionality provided by DJINI as well as any other functionality or applications that may be explicitly provided by DJINI.
3.2. The Member agrees not to undertake, cause, permit or authorize the modification, creation of derivative works, translation, hacking, reverse engineering, decompiling or disassembling of DJINI's Service, including any online or offline software component thereof.

4. ACCEPTABLE USE
4.1. The Member may not use the Service for anything other than the Member's own personal use. The Member may not resell the Service, receive any charge or benefit for the use of the Service or any other feature of the Service to any third party. The Member may not share or transfer the Member's Service without DJINI's express consent.
4.2. From time to time, DJINI may establish policies, rules and limits (together, the “Policies“) concerning use of the Service, and any products, content, applications or services used in conjunction with the Services. The Member's use of the Service is subject to these Policies. DJINI will provide the Member with notice of the Policies and of changes to the Policies.
4.3. DJINI online accounts are for use by an individual Member only. Each account is to be used by the Member only and is not to be shared with any other user (whether via a PBX, call centre, computer or any other means). In the event that there is, or DJINI suspects that there is, any fraudulent activity or misuse of Member’s subscription, DJINI reserves the right to terminate Member’s account with immediate effect and without a refund.
4.4. When using the Service or any products, content, applications or services used in conjunction with the Service, the Member must comply with (i) the terms of service or end-user license agreements of third party services that are integrated with the Service or to which the Service connects (such as, for example, PayPal™, or other similar services that DJINI may integrate or to which DJINI may connect to in the future), (ii) all applicable laws and (iii) DJINI's Policies. DJINI may suspend or terminate the Member's Service and this Agreement, without notice to the Member, if the Member engages in one or more of the activities prohibited by DJINI's Policies. In addition, the Member may be charged for any costs incurred by DJINI in connection with the Member's breach of the terms of this Section, including costs incurred to enforce the Member's compliance. Without limitation, the Member may not use (or allow anyone else to use) the Service to directly or indirectly:
♣    invade another person's privacy or collect or store personal data about other users; “stalk“ or harass another person or entity; harm minors; unlawfully use, possess, post, upload, transmit, disseminate or otherwise make available obscene, profane or pornographic material; post, upload, transmit, disseminate or otherwise make available content that is unlawful, threatening, abusive, libelous, slanderous, defamatory, deceptive or otherwise offensive or objectionable; unlawfully promote or incite hatred; or post, upload, transmit, disseminate or otherwise make available objectionable information, including, without limitation, any transmissions constituting or encouraging conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate any municipal, provincial, federal or international law, order or regulation;
♣    restrict, inhibit or interfere with the ability of any person to access, use or enjoy the Service or any device or equipment used to connect to the Service, or create an unusually large burden on DJINI's network, including, without limitation, posting, uploading, transmitting or otherwise making available information or software containing a virus, lock, key, bomb, worm, Trojan horse or other harmful, limiting, destructive or debilitating feature; distributing mass or unsolicited email (“spam“); or otherwise generating levels of traffic sufficient to impede others' ability to send or retrieve information; or to use the Service in an abusive manner in connection with any unlimited packages, options or promotions;
♣    use the Service for anything other than the Member's own personal purposes (such as reselling the Service, or any other feature of the Service to any third party) or share or transfer the Service without DJINI's express consent;
♣    impersonate any person or entity or falsely state or otherwise misrepresent the Member's affiliation with a person or entity; or
♣    manipulate identifiers in order to disguise the origin of any content transmitted through the Service.
4.5. DJINI reserves the right to restrict, change, suspend or terminate the Member's Service by any means if the Member's access, use or connection to the Service or DJINI's facilities is impairing or adversely affecting DJINI's operation or the use of DJINI's Service or facilities by others.

5. MODIFICATION OF AGREEMENT AND TERMS OF SERVICE
DJINI may change, at any time, any charges, features, content, structure or other aspects of the Service, including the charges applicable therefore or any provision of this Agreement, upon advance notice to the Member. A list of current fees and charges for the various components or features of the Service can be found at http://www.askdjini.com/home/rates. If the Member does not accept a change to the Services, the Member's sole remedy is to terminate the Agreement and the Services provided under the Agreement, within 30 days of the Member's receipt of DJINI's notice of change to the Services (unless DJINI specifies a different notice period), by providing DJINI with advance notice of termination pursuant to Section 14.2. If the Member does not accept a change to this Agreement, the Member's sole remedy is to terminate this Agreement upon notice to DJINI within 30 days of the Member's receipt of DJINI's notice of change in the Terms.

6. ACCOUNT INFORMATION
The Member's account information may, from time to time, be disclosed to DJINI's affiliates and to DJINI's agents, contractors and providers in order to provide the Service to Member, to service the Member's account, to respond to the Member's questions and to promote additional products and services offered by DJINI.

7. CHARGES; ACCOUNT AND PAYMENT INFORMATION
7.1. Charges will commence on the date of the initial activation of the Services (the “Activation Date“). Unless stated otherwise, all rates and charges pertaining to the Service shall be stated in Euros and shall be exclusive of any applicable taxes. The Member is liable for all charges to the Member's account. Charges to the Member's account are due and payable in full from the date such charges are incurred.
7.2. The Member shall fund her/his account through the purchase of credits by using a valid credit card or via the PayPal™ service. Use of the Service by the Member is only possible when the Member's account balance is positive and has sufficient credits. A credit balance expires 360 days after the last chargeable use of credits. Credit balances that are not used within such 360-day period will be lost.
7.3. DJINI will provide the Member with an account activity history including payments, call history (during a limited period) and the Member's current account balance. The account activity history shall be the only statement of the Member's account that will be provided to the Member. It is the Member's responsibility to print or save such information. Any questions or discrepancies regarding charges must be reported to DJINI within 90 days of the date the charge has been incurred by the Member. Failure to notify DJINI within this time period will constitute the Member's acceptance of such charges. Request for refunds shall be made by contacting DJINI's customer service via www.askdjini.com/home/contact-us. Refund requests carried out through other means shall not be eligible for the refund. No refunds shall be given for credits acquired through vouchers, gift cards or prepaid cards.
7.4. DJINI may require a deposit or impose other payment or credit requirements (e.g., interim payments; mandatory pre-payments) at any time and on such terms as determined in DJINI's sole discretion. The Member will not earn any interest on any deposits or other payments held by DJINI. If the Member's Service is terminated, DJINI will apply any deposits or other payments against the outstanding final balance on the Member's account.
7.6. Upon notice to the Member, DJINI may assign, change or remove a credit limit on the Member's account at any time. Service may be suspended at any time to any and all of the Member's accounts with DJINI if the Member's balance, including unbilled usage and pending charges, fees and adjustments, exceeds this limit.

8. IDENTIFIERS
The Member does not own any identifier (telephone number, account number or handle, PIN number, email address, IP address, DJINI page address, access code, etc.) assigned to the Member by DJINI and DJINI may change or remove this identifier at any time upon notice to the Member.

9. CONTENT
9.1. DJINI does not own content that the Member makes available for inclusion on the Service. However, with respect to content the Member makes available for inclusion on publicly accessible areas of the Service, the Member grants DJINI worldwide, royalty-free and non-exclusive licenses.
9.2. DJINI has the right, but not the obligation, to monitor or investigate any content that is transmitted using the Service. DJINI may also access or preserve content or information to comply with legal process in Hong Kong SAR or foreign jurisdictions, operate the Service, ensure compliance with this Agreement or any Policies, or protect itself, its Members or the public. The Member must at all times comply with any applicable laws in connection with the use and/or transmission of the content the Member makes available through the Service.

10. EQUIPMENT
The Member's Equipment and related software may have to meet certain minimum requirements and be maintained in certain ways and in certain locations for the proper operation of the Service. Such requirements may be changed from time to time at DJINI's sole discretion. Unless otherwise specified by DJINI, the Member is solely responsible for updating or maintaining the Member's Equipment and software as necessary to meet such requirements.

11. NO WARRANTIES; LIMITATIONS OF LIABILITY
11.1. To the maximum extent permitted by applicable law:
♣    DJINI does not guarantee or warrant the performance, availability, coverage, uninterrupted use, security, pricing or operation of the Service or any products, content, applications, services, facilities, connections or networks used or provided by DJINI or third parties (collectively, the “Offering“);
♣    the Member bears the entire risk as to the use, availability, reliability, timeliness, quality, security and performance of the Offering connections or networks; and
♣    DJINI does not make any express or implied representations, warranties or conditions, including warranties of title or non-infringement, or implied warranties of merchantable quality or fitness for a particular purpose, with regard to the Offering.
11.2. All representations, warranties and conditions of any kind, express or implied, are excluded to the maximum extent permitted by applicable law. To the maximum extent permitted by applicable law, no advice or information, whether oral or written, obtained by the Member from DJINI, or DJINI's agents, distributors or representatives, creates any term, condition, representation or warranty not expressly stated in this Agreement.
11.3.The Member is solely responsible for the following matters:
♣    maintaining the security and privacy of the Member's transmissions using the Service, the Equipment or DJINI's facilities or network; and
♣    protecting against any breaches of security or privacy or other risks involved in installing, using, maintaining or changing the Service or the Equipment.
11.4. Unless otherwise specifically set out in this Agreement, to the maximum extent permitted by applicable law, DJINI will not be liable to the Member or to any third party for:
♣    any direct, indirect, special, consequential, incidental, economic or punitive damages, loss of profit or revenue; financial loss; loss of business opportunities; loss, destruction or alteration of data, files or software; breach of privacy or security; personal injury; death or any other foreseeable or unforeseeable loss, however caused, resulting or relating directly or indirectly from or relating to the Offering or any advertisements, promotions or statements relating to any of the foregoing, even if DJINI was negligent or was advised of the possibility of such damages;
♣    the denial, restriction, blocking, disruption or inaccessibility of the Service;
♣    any lost, stolen, damaged or expired identifiers, personal identification numbers (PIN), passwords, codes, benefits, discounts, rebates or credits;
♣    any acts or omissions of a telecommunications carrier whose facilities are used to establish connections outside of DJINI's facilities; or
♣    any claims or damages resulting directly or indirectly from any claim that the use, intended use or combination of the Offering or any material transmitted through the Services infringes the intellectual property, industrial, contractual, privacy or other rights of a third party.
11.5. These limits are in addition to any other limits on DJINI's liability set out elsewhere in this Agreement and apply to any act or omission of DJINI and its employees, officers, directors, agents, shareholders, distributors and representatives, whether or not the act or omission would otherwise be a cause of action under contractual or extracontractual liability, tort or pursuant to any statute or other doctrine of law.

12. INDEMNIFICATION
The Member agrees to indemnify, defend and hold DJINI, its affiliates and their respective agents, employees, directors and officers 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 the Member's (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 Service.

13. PRIVACY
13.1. DJINI is committed to respecting the Member's privacy and the confidentiality of the Member's personal data. The “Privacy Policy“ that is published on DJINI's website at http://www.askdjini.com/home/privacy applies to the use of the Member's personal data, the traffic data as well as the content contained in the Member's communication(s). DJINI does not sell or rent the Member's personal information to third parties for their marketing purposes without the Member's explicit consent and DJINI uses the Member's information only as described in the Privacy Policy. The Member can access and modify the information provided by her/him in accordance with the Privacy Policy. If the Member objects to her/his information being transferred or used in this way please do not use the Service.
13.2. Member hereby authorizes DJINI to communicate with Member through a third party communication system or service to which DJINI may integrate or to which DJINI may connect to in the future.
13.3. Personal information collected in connection with the provision of the Services may be stored and processed in or outside Hong Kong SAR and may be subject to the laws of other jurisdictions.

14. TERM; SUSPENSION; TERMINATION
14.1. The term of this Agreement starts on the Activation Date and becomes effective for an indefinite term.
14.2. Unless otherwise permitted by applicable law:
♣    the Member may terminate all or any part of the Member's Service upon no less than 30 days advance notice by contacting DJINI at the appropriate points of contact specified in these Terms; and
♣    DJINI may terminate all or any part of the Member's Services upon no less than 30 days advance notice to the Member at the Member's billing address.
Applicable service charges continue to apply until the end of the notice period or until the Services are no longer accessible by the Member, whichever is later.
14.3. DJINI may restrict, block, suspend or terminate any or all of the Member's Service, or identifiers in any way, without notice or liability to the Member, if:
♣    the Member is in breach of this Agreement, including non-payment of the Member's charges or non-compliance with any Policies;
♣    the Member exceeds reasonable usage limits, as determined by DJINI;
♣    the Member has given DJINI false, misleading or outdated information;
♣    DJINI reasonably suspects or determines that any of the Member's account, identifiers, Services or Equipment is the subject of fraudulent, unlawful or improper usage or usage that adversely affects DJINI's operations or the use of DJINI's services or facilities by others;
♣    the Member harasses, threatens or abuses DJINI or DJINI's employees or agents;
♣    the Member fraudulently or improperly seeks to avoid payment to DJINI;
♣    bankruptcy or insolvency proceedings are instituted by or against the Member;
♣    DJINI reasonably believes that there is an emergency or extreme circumstance that would warrant such action.
14.4. Should DJINI restrict, suspend, block or terminate the Member's Service, the Member shall pay any amounts then owing.

15. ARBITRATION
15.1. Except for applications for injunctions or restraining orders, any disputes arising out of or in connection with this Agreement or in respect of any defined legal relationship associated therewith or derived therefrom, including any failure of the parties to reach agreement will be referred to and finally resolved or determined by arbitration at the exclusion of courts under the rules of the Hong Kong International Arbitration Centre, which will also be the appointing authority. The arbitration will be conducted by a single arbitrator, the place of arbitration will be Hong Kong SAR and the language of the arbitration will be English.

16. INTELLECTUAL PROPERTY
16.1. The Member acknowledges that all the software components of DJINI pertaining to the Service are confidential and constitute valuable assets of DJINI. Any software and accompanying documentation DJINI provides to the Member remains DJINI's property or that of DJINI's licensors. The Member will take reasonable steps to protect such software or documentation from theft, loss or damage. In the case of software that is installed on the Member's Equipment, the Member must review and agree to the applicable end user license agreement before installing or using the software or documentation on the Equipment. Unless otherwise provided in the applicable end user license agreement, all end user license agreements will terminate upon termination of this Agreement.
16.2. All trademarks, copyright, brand concepts, names, logos and designs used by DJINI are intellectual property assets, registered or otherwise, of, or used under license by, DJINI or of one of its affiliates. All are recognized as valuable assets of their respective owners, and may not be displayed or used by the Member in any manner for commercial purposes or copied in any manner for any purpose without the express prior written permission of DJINI. All trademarks, copyright, brand concepts, names, logos and designs used by DJINI are intellectual property assets, registered or otherwise, of, or used under license by, DJINI or of one of its affiliates. All are recognized as valuable assets of their respective owners, and may not be displayed or used by the Member in any manner for commercial purposes or copied in any manner for any purpose without the express prior written permission of DJINI.

17. GENERAL
This Agreement, as amended from time to time, constitutes the entire agreement between the Member and DJINI for the Service and supersedes all prior agreements, written or oral, with respect to the same subject matter. The respective obligations of the entities that may be defined as DJINI in this Agreement are joint and not solitary. If any portion of this Agreement is unenforceable, the remaining provisions continue in full force. DJINI's failure to enforce strict performance of any provision of this Agreement does not mean DJINI has waived any provision or right. Neither the course of conduct between DJINI, nor trade practice, modifies any provision of this Agreement. This Agreement inures to the benefit of and is binding on the Member, the Member's heirs and the Member's legal personal representatives and on the Member's and DJINI's respective successors and assigns. The Member may not assign or transfer this Agreement without DJINI's prior consent. DJINI may assign or transfer this Agreement or any of DJINI's rights or obligations hereunder without the Member's consent. The provisions of Sections 11, 15, 16, 17 and 18 and any other provision which by law or by its nature should survive, shall survive the termination or expiry of all or any part of this Agreement. These Terms have been drawn up in the English language at the express request of the parties.

18. GOVERNING LAW
This Agreement is governed exclusively by the laws of the Hong Kong Special Administrative Region.

19. NOTICES
All legal notices must be forwarded to:


WORLDBRIDGER Limited
Rm 2301, World Wide House
19 DesVoeux Road
Central, Hong Kong SAR



Copyright Copy:

© 2010 Copyright WORLDBRIDGER Limited. All rights reserved.