Mitel License Agreement
License. Subject to the terms of this Agreement (including payment of required fees), Mitel grants you a non-exclusive, non-sublicensable, non-transferable license to access the Software through the Web Interface for your exclusive use as an individual for the internal business purposes of the business entity you represent and only as intended by Mitel. General provisions. If any part of this Agreement is held 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 to the Software and supersedes any conflicting or additional terms contained in any order or elsewhere. Term and Termination. This Agreement and the license granted herein shall survive termination. Software. For the purposes of this Agreement, “Software” means MiCloud Telepo (including related documentation provided in this regard) because miCloud Telepo (including related documentation) is granted access to the business entity you represent and is granted by a legal entity authorized by Mitel (“Licensee”) to grant access to the Software and includes (and the terms of this Agreement apply to) all upgrades, updates, bug fixes or modified versions thereof (collectively, the “Upgrades”).
Notwithstanding the foregoing, any use of the Upgrades is subject to a valid support agreement between Licensee and Mitel and payment of all applicable support or upgrade fees. This Agreement governs your access to and use of the Software. To the extent that the agreement between Licensee and Mitel relates to the same subject matter as this Agreement, and in the event of any conflict or discrepancy between this Agreement and this Agreement, the agreement between Licensee and Mitel shall prevail. Exclusive property and ownership notices. All right, title and interest in and to the intellectual property rights contained in or in connection with the Software (such as, but not limited to, patents, trademarks, copyrights and trade secrets) remain the exclusive property of Mitel. No license or other right of any kind, express or implied, is granted with respect to the Software, the intellectual property rights embodied in or associated with it, or any other intellectual property rights of Mitel, except for the limited license expressly set forth above. General Restrictions. This is a license, not a transfer of ownership, of 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. Limitation.
Notwithstanding any damages you may incur for any reason (including, but not limited to, any damages mentioned herein and any direct or general damages in the contract or otherwise), the aggregate liability of Mitel and its suppliers, licensors, officers or employees under any provision of this Agreement and your exclusive remedy under this Agreement shall be equal to the equivalent of five euros (5 EUR). limited. The foregoing disclaimers, limitations and exclusions apply to the fullest extent permitted by law, even if a remedy fails to serve its essential purpose. DUE TO THE FACT THAT THE SOFTWARE IS BASED ON VOIP SOLUTIONS, YOU AGREE AND ACKNOWLEDGE THAT IN MANY, BUT NOT ALWAYS, CASES THE SOFTWARE SUPPORTS AND MAKES EMERGENCY CALLS, AND THAT MITEL AND ITS SUPPLIERS, LICENSORS, OFFICERS AND EMPLOYEES CANNOT BE HELD RESPONSIBLE FOR ANY CLAIM, DAMAGE OR LOSS ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SOFTWARE TO CONTACT EMERGENCY SERVICES. (INCLUDING, BUT NOT LIMITED TO, MEDICAL CARE) LAW ENFORCEMENT UNITS AND AGENCIES), EMERGENCY PERSONNEL OR PUBLIC SAFETY RESPONSE POINTS SUCH AS 112 OR 911. You may not assign this Agreement. Mitel may assign this Agreement or any right under this Agreement to a third party without notice. Archives. You grant Mitel and its independent accountants the right to review your books, records and accounts during your normal business hours to verify compliance with this Agreement. Welcome to Mitel Communications AB (“Mitel”). Please read this End User License Agreement carefully. Your rights under this Agreement will terminate immediately without notice to Mitel if you fail to comply with any provision of this Agreement.
All of your confidentiality obligations, limitations and exclusions of liability, and all limitations and exclusions of warranty shall survive the termination of this Agreement. In addition, the provisions of the sections entitled “Records”, “Indemnification” and “Governing Law” shall survive the termination of this Agreement. Mitel will not be liable for any damages caused by the termination of this Agreement. YOUR LICENSE TO USE THE SOFTWARE AUTOMATICALLY TERMINATES UPON EXPIRATION OR TERMINATION OF THE SEPARATE AGREEMENT UNDER WHICH THE BUSINESS ENTITY YOU REPRESENT HAS OBTAINED THE RIGHT TO USE MICLOUD TELEPO™. DENIAL. IN NO EVENT SHALL MITEL, ITS SUPPLIERS, LICENSORS, OFFICERS OR EMPLOYEES BE LIABLE FOR ANY LOSS OF REVENUE, PROFITS OR DATA LOST OR DAMAGED, BUSINESS INTERRUPTION, OR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR PUNITIVE DAMAGES, 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 ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WERE. FOR THE PURPOSES OF THIS AGREEMENT, “YOU” MEANS YOU AS AN INDIVIDUAL WITH THE BUSINESS ENTITY YOU REPRESENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, PLEASE CLICK THE “DECLINE” BUTTON [BELOW] AND DO NOT ACCESS OR USE THE SOFTWARE. This Agreement shall be governed by and construed in accordance with Swedish law. DENIAL.
THE SOFTWARE IS PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY THAT IT WILL BE FREE OF DEFECTS, MERCHANTABLE, FITNESS FOR A PARTICULAR PURPOSE, ACCURATE, OF PARTICULAR QUALITY, NON-DISRUPTIVE OR NON-COUNTERFEIT. THESE WARRANTIES ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW AND EXPRESSLY DISCLAIMED BY MITEL, ITS SUPPLIERS AND LICENSORS. BY CLICKING THE “ACCEPT” BUTTON [BELOW] OR BY ACCESSING OR USING THE SOFTWARE, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD AND ACCEPTED THIS END USER LICENSE AGREEMENT (THE “AGREEMENT”). Compensation. You agree to indemnify, defend and hold harmless Mitel, its suppliers, licensors, officers and employees from and against any and all liabilities and costs, including reasonable attorneys` fees, incurred by such parties in connection with or arising out of your (a) breach or breach of any provision of this Agreement or any applicable law or regulation. whether or not reference is made herein, or (b) violation of the rights of third parties, or (c) use or misuse of the Software, or (d) communication distributed through the Software….