Terms and Conditions

Last Updated: June 10th, 2022

VPNWholesaler provides VPN technology, software and applications (the “Products”) to customers (“Customers” or “Users” or “you”) who wish to use and/or distribute the Products within its own products and applications or through Customer’s distribution channels and offer subscriptions to its end users (hereinafter collectively referred to as the “Service”) via a website at https://www.vpnwholesaler.com (hereinafter the “Site”). The Services and the Site may collectively be referred to herein as the “Platform.” The Service is owned and operated by Webistics Holdings Ltd (hereinafter referred to as the “Company” or “us”).

Your use of the Service is subject to the terms and conditions set forth in this Terms and Conditions (hereinafter referred to as the “Terms”).

PLEASE READ THE TERMS AND CONDITIONS CAREFULLY. BY ACCESSING OR USING ANY PART OF THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, EXIT THIS PAGE AND DO NOT ACCESS OR USE THE SERVICE. USE OF THE SERVICE IS EXPRESSLY CONDITIONED UPON YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO ACCEPT THESE TERMS ON THAT ENTITY’S BEHALF, IN WHICH CASE “YOU” WILL MEAN THAT ENTITY

Updates to Terms and Conditions; Integration

We may, in our sole discretion, modify the Terms and Conditions by posting a notice on this Terms and Conditions page. The “Last Updated” date at the top the Terms and Conditions indicates when the latest modifications were made to the Terms. By continuing to access and use the Service you agree to any such modifications. Therefore, you are responsible for reviewing and should become familiar with any such modifications.

Service Availability

The Service may be modified, updated, interrupted, suspended or discontinued at any time, in the sole discretion of the Company, without notice or liability. The Service may be unavailable at certain periods, including but not limited to systems failures, anticipated or unanticipated maintenance work, upgrades or force majeure events.

The Company reserves the right, at any time, in its sole discretion to modify, temporarily or permanently block access to, suspend, or discontinue the Service, in whole or in part, with or without notice and effective immediately to any User.

The Company will have no liability whatsoever for any losses, liabilities or damages you may incur as the result of any modification, suspension, or discontinuation of the Service or any part thereof.

Privacy Policy

Use of the Service is subject to the terms of our Privacy Policy which is hereby incorporated into and made part of this Terms and Conditions. Please review our Privacy Policy carefully. By using or accessing the Service, you agree to be bound by the terms of our Privacy Policy.

Age

The Service is meant for those at least eighteen (18) years of age or the age of majority where you reside, whichever is younger. Use of the Service by anyone under this age is a violation of these Terms.

Intellectual Property

You acknowledge that all the intellectual property rights in the Service, including, but not limited to, copyrights, patents, trademarks, and trade secrets, the website design, application design, graphics, text, sounds, pictures, service marks, trade names, domain names, slogans, logos, other files and the selection and arrangement thereof, and other indicia of origin that appear on or in connection with any aspect of the Service (collectively the “IP”) are either the property of the Company, its affiliates or licensors and are subject to and protected by United States and international copyright and other intellectual property laws and rights. All rights to IP not expressly granted in these Terms and Conditions are reserved to their respective copyright owners.

Subject to these Terms, the Company grants you the right to a temporarily download of one copy of the materials (information or software) on Webistics Holdings Ltd’s web site for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, You will not obtain any ownership interest therein through this Terms and Conditions or otherwise.

Except as stated above, you may not copy, reproduce, distribute, republish, perform, display, post, transmit, scrape, copy, exploit, create derivative works or otherwise use any of the IP in any form or by any means, without the prior written authorization of Company. The Company reserves the right to enforce its intellectual property rights fully under United States and international law.

Confidential Information, Non-Disclosure

Users acknowledge and agree that as part of the Service, Company information has been or may be made available to Users including, without limitation, information relating in any way to any products, services, methods, computer/software or any other similar or related matters or items developed, enhanced or modified by the Company (hereinafter referred to as the “Confidential Information”).

Users agree that the Confidential Information: a) is the sole and exclusive property of the Company; b) is absolutely confidential to the Company; and c) except as expressly permitted in writing by the Company, may not be disseminated, or disclosed to others. During your use of the Platform, and in the event of the termination of your access, whether voluntary or involuntary, you agree not to use, disclose, transfer or exploit the Confidential Information at any time and in any manner whatsoever for a period of five (5) years, except to the extent that the Company has disclosed information to User that constitutes a trade secret under law, the User shall protect that trade secret for as long as the information qualifies as a trade secret.

Exceptions

The obligations and restrictions in this Section do not apply to that part of the Confidential Information the User demonstrates; a) was or becomes generally publicly available other than as a result of a disclosure by User in violation of this agreement; b) is requested or legally compelled (by oral questions, interrogatories, requests for information or documents, subpoena, civil or criminal investigative demand, or similar processes), or is required by a regulatory body, to be disclosed. In such an event, User shall; a) provide the Company with prompt notice of these requests or requirements before making a disclosure so that the Company may seek an appropriate protective order or other appropriate remedy; b) provide reasonable assistance to the Company in obtaining a protective order.

User hereby acknowledges and agrees that the Company's remedy at law for any breach of any of User's obligations under this section would be inadequate, and User agrees and consents that temporary and permanent injunctive relief may be granted in any proceeding which may be brought to enforce any provision of this section, without the necessity of proof of actual damages, it being acknowledged by User that any such breach would cause irreparable injury to the Company.

Use of the Service, General

You may be required to create an account to use the Service and/or take advantage of certain features, in which case you agree to:

-provide true, accurate, current and complete information about yourself, and your company if applicable, as prompted by the Service;

-as permitted, maintain and promptly update such information. If you provide any information that is false, inaccurate or outdated, or Company has reasonable grounds to suspect that such information is false, inaccurate or outdated, Company has the right to suspend or terminate your account and prohibit all current or future use of the Service by you; and

You are responsible for maintaining the confidentiality of your password and account and are fully responsible for all activities that occur under your account. You agree to be responsible for all charges resulting from the use of your account via the Service, including charges resulting from unauthorized use of your account.

You agree to use the Service only for lawful purposes and that you are responsible for your use of and communications and content you may post via the Service.bYou agree not to use the Service in any manner that interferes with its normal operation or with any other User’s use of the Service.

You may not do any of the following while accessing or using the Service:

access, tamper with, or use non-public areas of the Service, our computer systems, or the technical delivery systems of our providers; 
probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; 
access or search or attempt to access or search the Service by any means other than through our currently available, published interfaces that are provided by us, unless you have been specifically allowed to do so in a separate agreement with us; 
forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Service to send altered, deceptive or false source-identifying information; or 
disrupt or interfere with the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Service, or otherwise creating an undue burden on the Service.

You may not use manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any page of the Service. You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of any part of the Service.

Furthermore, you herein agree not to make use of the Services for:

interfering with or disrupting any of the Services, servers and/or networks that may be connected or related to our App and Site, including, but not limited to, the use of any software and/or routine to bypass the robot exclusion headers;
intentionally or unintentionally violating any local, state, federal, national or international law, including, but not limited to any securities rules, regulations or laws of any nation or other securities exchange, and any regulations having the force of law;
providing informational support or resources, concealing and/or disguising the character, location, and or source to any organization delegated by the United States government as a "foreign terrorist organization" in accordance with Section 219 of the Nationality Act;

Your use of the Service is at your own risk, including the risk that you might be exposed to content that is offensive, indecent, inaccurate, objectionable, or otherwise inappropriate.

Company makes no representation that the Service contained, described or offered via the Site are accurate, appropriate or available for use in any particular jurisdiction or that these Terms and Conditions comply with the laws of any specific country. Visitors who use the Service do so on their own initiative and are responsible for compliance with all applicable law. You agree that you will not access the Service from any territory where use is illegal, and that you, and not the Company Parties (as defined below), are responsible for compliance with applicable law.

Term and Termination

Subject to this section, the Terms herein will remain in full force and effect while you use the Service. We may suspend or terminate your rights to use the Service (including your account) at any time for any reason, or no reason, at our sole discretion, including for any use of the Service in violation of these Terms.

Upon termination of your rights under these Terms, your Account and right to access and use the Service will terminate immediately. You understand that any termination of your account may involve deletion of your User Content associated with your account from our live databases.

The Company will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your account or deletion of your information. You may terminate your use of the Company Service at any time

Representations

You expressly acknowledge, represent, warrant, and agree that you understand:

Company does not warrant or guarantee the suitability or availability of any material or content, including without limitation any, data, products, or services, found through the Service.

You are of legal age to form a binding contract and are at least eighteen (18) years of age or you have the authority of such legal entity to form a binding contract; all information you provide to us is accurate and truthful; you will maintain the accuracy of such information; and you are legally permitted to use and access the Service and take full responsibility for the selection and use of and access to the Service.

Warranties, Disclaimers and Limitations of Liability

You expressly understand and agree that:

Your use of the Service is at your sole risk. The Service is provided on an “as is” and “as available” basis. The Company Parties expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a purpose and non-infringement. Without limiting the generality of the foregoing, the Company Parties make no warranty that: (i) the Service will meet your requirements; (ii) the Service will be uninterrupted, timely, secure, or error-free; (iii) information that may be obtained via the Service will be accurate or reliable; (iv) the quality of any and all products, services, information or other IP, including all merchandise, products, goods or services, obtained or purchased by you directly or indirectly through the company Service will meet your expectations or needs; and (v) any errors in the Service will be corrected.

The Company Parties shall not under any circumstances be liable for any damages of any kind arising out of, in connection with or relating to the use of or inability to use the Service, including any liability: (i) as a publisher of information; (ii) for any incorrect or inaccurate information or any ‘bug’ of the Service; (iii) for any unauthorized access to or disclosure of your transmissions or data; (iv) for statements or conduct of any third party on or via the Service; (v) for any disputes between Users of the Service or between a User of the Service and a Third Party; or (vi) for any other matter relating to the Service or any Third Party. This is a comprehensive limitation of liability that applies to all damages of any kind, including any direct, indirect, special, incidental or consequential damages, whether based on breach of contract, breach of warranty, tort (including negligence), product liability or otherwise, even if an individual advises the Company Parties of the possibility of such damages. The limitations of liability set forth herein are fundamental elements of the basis of the bargain between Company and you. The products, information and services offered on and through the Service would not be provided to you without such limitations.

The Company Parties shall not under any circumstances be liable for any damages of any kind arising out of, or in connection with or relating to the actions and activities of any third-party contractors and suppliers of services we may engage to provide services to you.

Notwithstanding the foregoing, the sole and entire maximum liability of the Company Parties for any reason, and your sole and exclusive remedy for any cause or claim whatsoever, shall be limited to the charges paid by you directly to company via the Service, if any, for Services provided solely and directly by Company to you during the three (3) months since the cause of action arose.

You agree that regardless of any statute or law to the contrary, any claim you may bring must be filed within one (1) year after the cause of action occurred or it will be permanently barred.

Some jurisdictions do not allow the disclaimer of certain warranties or the limitation or exclusion of liability for certain types of damages. Accordingly, some of the above disclaimers and limitations may not apply to you.

If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

Indemnification

You agree to indemnify, defend and hold harmless the Company, its parents, subsidiaries and other affiliated companies, and their respective officers, directors, employees, agents and other representatives (collectively, the “Company Parties”) against all claims, demands, causes of action, losses, expenses, damages and costs (including any reasonable attorneys’ fees), resulting or arising from or relating to your use of the Service, any activity related to your account by you or any other person permitted by you, any Content that you submit to, post on or transmit through the Service, your breach of this Terms and Conditions, your infringement or violation of any rights of another, or termination of your access to the Service. We reserve the right to assume, at our sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with us in the defense of any such claim, action, settlement or compromise negotiations, as requested by us.

You hereby release and forever discharge the Company Parties from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Service, including any interactions with, or act or omission of, other Service Users or any Third-Party sites, including but not limited to: (i) your use of the Service, (ii) any activity related to your accounts by you or any other person, (iii) your violation of this Terms; (iv) your infringement or violation of any rights of another, (v) your violation of applicable laws or regulations, or (vi) your User Content.

Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Company. Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

Applicable Law and Jurisdiction

These Terms shall be governed by the laws of the State of New Jersey without reference to its conflict of law principles. The parties agree that the United Nations Convention on Agreements for the International Sale of Goods shall not apply to these Terms. Additionally, application of the Uniform Computer Information Transaction Act (UCITA) is excluded from these Terms. The parties agree that the venue for any matter arising out of or pertaining to these Terms shall be held in the state and federal courts located in New Jersey. Any controversy, claim, suit, injury or damage shall be heard on an individual basis and shall not be consolidated with any controversy, claim, suit, injury or damage of any other party. IN ANY CLAIM, ACTION OR PROCEEDING TO ENFORCE ANY RIGHT OR OBLIGATION OF THE PARTIES UNDER THE TERMS AND CONDITIONS INCLUDING, WITHOUT LIMITATION, RELATING TO YOUR USE OF THE SERVICE, YOU HEREBY WAIVE ANY RIGHT YOU MAY NOW HAVE OR HEREAFTER POSSESS TO A TRIAL BY JURY. YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT, INCLUDING, BUT NOT LIMITED TO, CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.

Fees

In the event that any dispute between the parties should result in litigation, the prevailing party in such dispute shall be entitled to recover from the other party all reasonable fees, costs and expenses of enforcing any right of the Prevailing Party, including without limitation, reasonable attorneys' fees and expenses, all of which shall be deemed to have accrued upon the commencement of such action and shall be paid whether such action is prosecuted to judgment. Any judgment or order entered in such action shall contain a specific provision providing for the recovery of attorney fees and costs incurred in enforcing such judgment and an award of prejudgment interest from the date of the breach at the maximum rate allowed by law. For the purposes of this Section: (a) attorney fees shall include, without limitation, fees incurred in the following: (1) post judgment motions, (2) contempt proceedings, (3) garnishment, levy, and debtor and third party examinations, (4) discovery, and (5) bankruptcy litigation; and (b) “Prevailing Party” shall mean the party who is determined in the proceeding to have prevailed or who prevails by dismissal, default or otherwise.

Miscellaneous

Force Majeure. Neither Party shall be liable hereunder for any failure or delay in the performance of its obligations under this Agreement, except for the payment of money, if such failure or delay is on account of causes beyond its control, including labor disputes, civil commotion, war, fires, floods, inclement weather, governmental regulations or controls, casualty, government authority, strikes, or acts of God, in which event the non-performing Party shall be excused from its obligations for the period of the delay and for a reasonable time thereafter. Each Party shall use reasonable efforts to notify the other Party of the occurrence of such an event within five (5) business days of its occurrence.

Entire Agreement, Modification. These Terms together with our Privacy Policy and any other disclosures posted to the Site contain all of the representations, warranties, covenants, and agreements between you and the Company regarding the use of the Services. Any modification of these Terms will be effective only if it is posted to our Site as stated in these Terms.

Severability. If any provision of these Terms is held by a competent court to be invalid or unenforceable under applicable law, then such provision shall be severed from these Terms and the remainder of the Terms shall be interpreted as if such provision were so severed and shall be enforceable in accordance with its terms.

Waiver. No waiver of any term or right in these Terms shall be effective unless in writing, signed by an authorized representative of the waiving Party. The failure of either Party to enforce any provision as stated in these Terms shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision or any other provision of these Terms thereafter. The rights and remedies of the Parties herein provided shall be cumulative and not exclusive of any rights or remedies provided by law or equity.

Interpretation. The paragraph headings of these Terms are inserted for convenience only and shall not constitute a part of these Terms in construing or interpreting any provision hereof. Whenever the context requires, words used in the singular shall be construed to include the plural and vice versa, and pronouns of any gender shall be deemed to include and designate the masculine, feminine or neuter gender.

Assignment. You may not assign any of your rights or obligations under these Terms, whether by operation of law or otherwise, without our prior written consent. We may assign our rights and obligations under these Terms in our sole discretion to an affiliate, or in connection with an acquisition, sale or merger.

No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you

Customer Service. If you have any comments or questions regarding these Terms and Conditions or wish to report any violation of these Terms and Conditions, you may contact us at isaac.cohen@vpnwholesaler.com