End User License Agreement
Welcome to Mitel Communications AB (“Mitel”). Please read this End User License Agreement carefully.
BY ACCESSING OR USING THE SOFTWARE YOU SIGNIFY THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THIS END USER LICENSE AGREEMENT (THE “AGREEMENT”).
FOR THE PURPOSES OF THIS AGREEMENT “YOU” SHALL MEAN YOU AS AN INDIVIDUAL TOGETHER WITH THE BUSINESS ENTITY THAT YOU REPRESENT.
Software. For the purposes of this Agreement, “Software” means MiCloud Telepo , (including related documentation provided in conjunction therewith) as granted access to the business entity that you represent by an entity licensed (“Licensee”) by Mitel to so grant access to the Software, and shall include (and the terms and conditions of this Agreement shall apply to) any upgrades, updates, bug fixes or modified versions thereto (collectively, “Upgrades”). Notwithstanding the aforesaid, any use of Upgrades is subject to a valid support agreement between Licensee and Mitel, and the payment of any applicable support or Upgrade fees.
This Agreement shall govern your access and use of the Software. To the extent the agreement between Licensee and Mitel relate to the same subject matter as this Agreement, and in the event of conflicts or discrepancies between such agreement and this Agreement, the agreement between Licensee and Mitel shall prevail.
License. Subject to the terms and conditions of this Agreement (including the payment of required fees) Mitel, grants to you a non-exclusive, non-sublicensable and non-transferable license to access the Software via web interface for use solely by you as an individual for the internal business purposes of the business entity that you represent and solely in the manner as intended by Mitel.
General Limitations. This is a license, not a transfer of title, to the Software, and Mitel retains ownership of all copies of the Software. You acknowledge that the Software contains trade secrets of Mitel, its suppliers or licensors, including but not limited to the specific internal design and structure of individual programs and associated interface information. Accordingly, except as otherwise expressly provided under this Agreement, you shall have no right and you specifically agrees not to:
(i) transfer, pledge, assign or sublicense the license rights to any other person or entity and you acknowledge that any attempted transfer, assignment or sublicense shall be void;
(ii) copy the Software onto any public or distributed network;
(iii) make error corrections to or otherwise modify or adapt the Software or create derivative works based upon the Software, or permit third parties to do the same;
(iv) reverse engineer or decompile, disassemble or otherwise reduce the Software to human-readable form, except to the extent otherwise expressly permitted under applicable law;
(v) use or permit the Software to be used to operate in or as a time-sharing, outsourcing, service bureau, application service provider or managed service provider environment;
(vi) allow more than one person to access or use the Software concurrently;
(vii) disclose, provide, or otherwise make available trade secrets or other Mitel or third party confidential information contained within the Software in any form to any third party without the prior written consent of Mitel;
(viii) use the MySQL software contained in the Software other than for running the non-MySQL parts of the Software and extracting data from the non-MySQL parts of the Software;
(ix) remove, obscure or fail to reproduce in any copyright, trademark or other proprietary rights notice contained in the Software; or
(x) export, directly or indirectly, the Software in violation of any applicable export or import laws or regulations or use the Software for any purpose prohibited by such laws or regulations.
Exclusive Ownership and Proprietary Notices. All rights, title, and interest to any intellectual property rights embodied in or related to the Software (such as, but not limited to, patents, trademarks, copyrights and trade secrets) shall remain exclusively with Mitel. No license or other right of any kind, whether express or implied, is granted with respect to the Software, to any intellectual property rights embodied therein or related thereto, or to any other intellectual property rights of Mitel, except for the limited license expressly set out above.
Term and Termination. This Agreement and the license granted herein shall remain effective until terminated.
YOUR LICENSE TO USE THE SOFTWARE SHALL AUTOMATICALLY TERMINATE UPON THE EXPIRATION OR TERMINATION OF THE SEPARATE AGREEMENT UNDER WHICH THE BUSINESS ENTITY THAT YOU REPRESENT HAS OBTAINED THE RIGHT TO USE MICLOUD TELEPO ™.
Your rights under this Agreement will terminate immediately without notice from Mitel if you fail to comply with any provision of this Agreement. All your confidentiality obligations, all limitations and disclaimers of liability and all limitations and disclaimers of warranty shall survive termination of this Agreement. In addition, the provisions of the sections titled “Records”, “Indemnification” and “Governing Law” shall survive termination of this Agreement. Mitel will not be liable in respect to any damage caused by the termination of this Agreement.
Records. You grant to Mitel and its independent accountants the right to examine your books, records and accounts during your normal business hours to verify compliance with this Agreement.
Indemnification. You agree to indemnify, defend and hold Mitel, its suppliers, licensors, officers and employees 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 your (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 Software or (d) communication spread by means of the Software.
DISCLAIMER OF WARRANTY. THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, INCLUDING WITHOUT LIMITATION WARRANTIES THAT IT IS FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE, ACCURATE, OF CERTAIN QUALITY, NON-INTERFERING OR NON-INFRINGING. ANY SUCH WARRANTIES ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW AND ARE EXPRESSLY DISCLAIMED BY MITEL, ITS SUPPLIERS AND LICENSORS.
DISCLAIMER OF LIABILITY. IN NO EVENT WILL MITEL, ITS SUPPLIERS, LICENSORS, OFFICERS OR EMPLOYEES BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR LOST OR DAMAGED DATA, BUSINESS INTERRUPTION, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED WHETHER ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR OTHERWISE AND EVEN IF MITEL OR ITS SUPPLIERS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Limitation of Liability. Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced herein and all direct or general damages in contract or otherwise), the aggregate liability of Mitel and any of its suppliers, licensors, officers or employees under any provision of this Agreement and your exclusive remedy hereunder shall be limited to the equivalent of five Euro (EUR 5).
DUE TO THE FACT THAT THE SOFTWARE IS BASED ON VOICE OVER IP SOLUTIONS, YOU AGREE AND ACKNOWLEDGE THAT THE SOFTWARE DOES IN MANY CASES BUT NOT ALWAYS SUPPORT AND CARRY EMERGENCY CALLS, AND THAT MITEL AND ITS SUPPLIERS, LICENSORS, OFFICERS AND EMPLOYEES MAY NOT BE HELD LIABLE FOR ANY CLAIM, DAMAGE OR LOSS ARISING FROM OR RELATING TO THE USE OF THE SOFTWARE TO CONTACT EMERGENCY SERVICES (INCLUDING BUT NOT LIMITED TO MEDICAL CARE UNITS AND LAW ENFORCEMENT AGENCIES), EMERGENCY PERSONNEL OR PUBLIC SAFETY ANSWERING POINTS SUCH AS 112 OR 911.
The foregoing disclaimers, limitations and exclusions shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
Assignment. You are not allowed to assign this Agreement. Mitel is allowed to assign this Agreement or any rights hereunder to any third party, without giving prior notice thereof to you.
This Agreement shall be governed and construed in accordance with English law.
General Provisions. If any portion hereof is found to be void or unenforceable, the remaining provisions of the Agreement shall remain in full force and effect. Except as expressly provided herein, this Agreement constitutes the entire agreement between the parties with respect to the license of the Software and supersedes any conflicting or additional terms contained in any purchase order or elsewhere.