CLOUDSOFTPHONE PLATFORM SERVICES
By using or uploading any information, data or other input (your “Content‘) to the CLOUDSOFTPHONE web site (“Service“) a service of Alien Licensing gmbh (“CLOUDSOFTPHONE”), you (“you”, “your” or “User”) are agreeing to be bound by the following terms and conditions (“Terms of Service“). IF YOU DO NOT AGREE TO THIS TERMS OF SERVICE, THEN YOU MAY NOT ACCESS OR USE THE SERVICE. This is an TERMS OF SERVICE for Services, and Customer is not granted a license to any software by this TERMS OF SERVICE. Registration allows you to create a user account in which you will be able to create, customize, manage, and administer applications through Internet access to CLOUDSOFTPHONE’s proprietary software and architecture, including the CLOUDSOFTPHONE Catalog, Application Building tools, and Application Framework (“CLOUDSOFTPHONE Platform”). CLOUDSOFTPHONE reserves the right to refuse registration of, or cancel, accounts it deems inappropriate.
CLOUDSOFTPHONE may make changes to the TERMS OF SERVICE, and continued use of the Service constitutes Customer’s acceptance of any such changes. In addition, Customer and CLOUDSOFTPHONE shall be subject to any posted guidelines or rules applicable to such Services that may be posted at any time.
RESPONSIBILITIES AND RIGHTS
You are responsible for all activity occurring under your Account and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of CLOUDSOFTPHONE, including those related to data privacy, international communications and the transmission of technical or personal data. You must:
- report to CLOUDSOFTPHONE immediately of any unauthorized use of any account or any other known or suspected breach of security by you or any member of your Team
- report to CLOUDSOFTPHONE immediately and use reasonable efforts to stop immediately any copying or distribution of the CLOUDSOFTPHONE Platform that is known or suspected by you or any member of your Team
- not impersonate another CLOUDSOFTPHONE user or provide false identity information to gain access to or use the CLOUDSOFTPHONE Platform. CLOUDSOFTPHONE has the rights to use the name and the logo of the RELATIONAL within any media support or for marketing purposes during the term of this TERMS OF SERVICE. IF, AT THE END OF YOUR SUBSCRIPTION, you elect to discontinue services, then the data that you store in Applications when using the CLOUDSOFTPHONE Platform per the terms of this TERMS OF SERVICE will be considered your personal property and fully transferable to you upon written request to Relationals.
RESTRICTIONS ON USE
Your license to use CLOUDSOFTPHONE to create Applications is limited to you and your Team to use only and cannot be shared with or used by any Third Party with the exception of platform features that enable you to communicate with the Third Party. You agree NOT to:
- modify or make derivative works based upon the CLOUDSOFTPHONE Platform;
- disassemble, reverse engineer, analyze, decompile, modify, convert or translate the CLOUDSOFTPHONE Platform or apply any procedure or process to the CLOUDSOFTPHONE Platform in order to build a competitive product or service build a product using similar ideas, features, functions or graphics of the CLOUDSOFTPHONE Platform, or copy any ideas, features, functions or graphics of the CLOUDSOFTPHONE Platform;
- license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any Third Party the CLOUDSOFTPHONE Platform and/or User Account in any way;
- link to the CLOUDSOFTPHONE Platform or Applications via the Internet, displaying any content on any other server or wireless or Internet-based device, without properly citing CLOUDSOFTPHONE as the owner or expressed written consent from CLOUDSOFTPHONE;
- collect or harvest any personally identifiable information, including account names, from CLOUDSOFTPHONE.
AS PARTY TO THIS TERMS OF SERVICE, You agree NOT to use the CLOUDSOFTPHONE Platform to engage in:
- sending or storing infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or violate Third Party privacy rights;
- sending or storing material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;
- interfering with or disrupt the integrity or performance of the CLOUDSOFTPHONE Platform or the data contained therein;
- attempting to gain unauthorized access to the CLOUDSOFTPHONE Platform or its related systems or networks.
While this TERMS OF SERVICE and the specified license(s) are in effect and it does not convey any rights of ownership in or to the CLOUDSOFTPHONE Platform. All rights, title and interest, including without limitation any copyright, patent, trade secret or other intellectual property right in the CLOUDSOFTPHONE Platform will remain the sole property of Relationals. Any services provided to you under this TERMS OF SERVICE related to the testing of the CLOUDSOFTPHONE Platform, including methods, processes, notes, designs, code, documentation, memoranda will belong to Relationals. Any intellectual property and information, such as data, feedback, advice, information, designs that you give to CLOUDSOFTPHONE during the Term of this TERMS OF SERVICE will belong to Relationals and you will receive no compensation for such information.
RELATIONALS ACCESS TO APPLICATIONS
During the Term of this TERMS OF SERVICE, in the event that Relationals discovers that an Application and/or Account is impeding services on the CLOUDSOFTPHONE Platform in any way or the server that the CLOUDSOFTPHONE Platform is hosted on, you hereby grant Relationals access by proxy login to an Application or Account so Relationals may investigate Applications and/or Accounts and the problems that it may be causing. During this investigation, services to said Applications and/or Accounts may not be accessible.
Relationals make no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the CLOUDSOFTPHONE Platform or any content or online documentation. The CLOUDSOFTPHONE Platform is provided to you on an “AS IS – WHEREAS” basis. By accepting this license, you agree that you understand that the CLOUDSOFTPHONE Platform may not operate according to the specifications at all times. Relationals DOES NOT represent or warrant that:
- the use of the CLOUDSOFTPHONE Platform will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data;
- the CLOUDSOFTPHONE Platform will meet your requirements or expectations or result in revenues or profits;
- any stored data will be accurate or reliable;
- the quality of any products, services, information, or other material purchased or obtained by you through the CLOUDSOFTPHONE Platform will meet your requirements or expectations;
- the CLOUDSOFTPHONE Platform will remain consistent during any given period as Relationals reserves the right to make changes to improve service or add and remove product features at any time;
- errors or defects will be corrected, or;
- the CLOUDSOFTPHONE Platform or the server(s) and software components that make the CLOUDSOFTPHONE Platform available are free of viruses or other harmful components.
- any applications authored on the CLOUDSOFTPHONE platform and made available to through the catalog has the warranty disclaimer as sections (a) through (g) above. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law by Relationals.
LIMITATIONS ON LIABILITY
You expressly understand and agree that Relationals, its officers, directors, employees, affiliates and service providers, shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Relationals has been advised of the possibility of such damages), resulting from:
- the use or the inability to use the CLOUDSOFTPHONE service;
- the cost of procurement of substitute goods and service resulting from any goods, data, information or service purchased or obtained or messages received or transactions entered into through or from the CLOUDSOFTPHONE Platform;
- unauthorized access to or alteration of your transmissions or data;
- statements or conduct of any third party on the CLOUDSOFTPHONE Platform or; any other matter relating to the CLOUDSOFTPHONE Platform. You also agree that Relationals will not be liable for any interruption of business access delays or access interruptions to this site or the web site(s)
- data non-delivery, mis-delivery, corruption, destruction or other modification
- unauthorized access to data entered in, or breach of any security mechanisms utilized in, the CLOUDSOFTPHONE Platform or in any restricted field therein; or
- events beyond the reasonable control or Relationals. CLOUDSOFTPHONE’s services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. Relationals is not responsible for any delays, delivery failures, or other damage resulting from such problems.
TERMINATION OF SERVICES
Relationals reserves the right to terminate your CLOUDSOFTPHONE Account for any reason at any time. Relationals shall have no liability to Customer or any third party because of such termination. You may terminate your account at any time. Upon termination, Customer can request a data export be made available for download. If the invoice is not paid on time, CLOUDSFOTPHONE will notify the Customer and ask for a resolution. In case the invoice is not paid within 10 Business Days from the notification and no other TERMS OF SERVICE has been reached, CLODSOFTPHONE will remove the CUSTOMER configuration from the CLOUDSOFTPHONE portal.
This TERMS OF SERVICE will be governed by and construed in accordance with the laws of the Switzerland Zug without regard to any contrary conflicts of law principles. All legal actions arising under this TERMS OF SERVICE will be initiated and maintained in the state or federal courts in ZUG Switzerland. Both parties hereby irrevocably consent to such jurisdiction and venue.
ATTORNEYS’ FEES AND COSTS
The prevailing party in any legal action or arbitration relating to this TERMS OF SERVICE will be entitled to recover its attorneys’ fees and litigation costs and expenses incurred in connection with such action or arbitration as part of the same proceeding.
The parties hereto irrevocably agree that any and all controversies, directly or indirectly related to this TERMS OF SERVICE, will be submitted to final and binding arbitration before an arbitrator in ZUG, Switzerland.
In the event that any provision of this TERMS OF SERVICE is found invalid or unenforceable, it will be enforced to the extent permissible and the remainder of this TERMS OF SERVICE will remain in full force and effect.
This TERMS OF SERVICE constitutes the complete TERMS OF SERVICE between the parties with respect to its subject matter and supersedes all prior or contemporaneous discussions, representations, and proposals, written or oral, with respect to the subject matters discussed herein. No modification of this TERMS OF SERVICE will be effective unless contained in writing and signed by an authorized representative of each party. Notwithstanding applicable law, electronic communications will not be deemed signed writings. No agency, partnership, joint venture, or employment is created as a result of this TERMS OF SERVICE, and Customer does not have any authority or any kind to bind CLOUDSOFTPHONE in any respect whatsoever.
The failure of a party to prosecute its rights with respect to a breach hereunder will not constitute a waiver of the right to enforce its rights with respect to the same or any other breach.
STATUTE OF LIMITATIONS
Any claim, demand or cause of action relating to this TERMS OF SERVICE will be deemed barred and forever waived if legal action or arbitration is not commenced with respect to such claim, demand or cause of action within two (2) years after the aggrieved party first acquires actual notice of such claim, demand or cause of action.
CLOUDSOFTPHONE reserves the right to modify its prices and we will notify you by email when this occurs.
CLOUDSOFTPHONE app will be made Live immediately after the setup fee is paid and Paypal Billing TERMS OF SERVICE is concluded. The subsequent regular payments are charged automatically at the end of every billing period, based on this Billing TERMS OF SERVICE. The billing period is 30 calendar days. In case Customer cancels the service, a bill is prepared for the amount proportional to the time the service was used in the current period, rounded to whole days up. This amount is charged based on the Billing TERMS OF SERVICE as the final payment, then the Billing TERMS OF SERVICE is canceled and all billing is stopped. In case Customer changes settings of the service in a way, which requires additional payments (e.g. enables new features for the app), amount proportional to the time the old configuration was used in the current period, rounded to whole days up, will be charged and a new period is started with the new configuration. This is equivalent to canceling the old service and starting a new service immediately afterwards, with setup fees being charged only for features not present in the old service configuration.
WHITE LABEL APPS SPECIFIC TERMS
Cloud Softphone apps are identified by “Cloud ID” identifiers, which need to be unique. You reserve this identifier the moment you create a new app. We reserve the right to reclaim this identifier in case the app is abandoned and doesn’t go LIVE within 6 months of being created.
EXPORT COMPLIANCE OF WHITE LABEL APPS
In case of white-label apps which use encryption (like ZRTP or SRTP/SDES for encrypted voice and video), it may be necessary to obtain permission from relevant authorities to be able to distribute the apps to target audience. Specifically, Apple will always require export compliance document issued by US authorities for any apps which use encryption, and also French import declaration in case your app is to be available in French app store. Customer is always responsible for compliance with any import/export regulation applicable. In case of “full service” option, Cloud Softphone representative may notify Customer about the requirements and hold the submission process until all necessary documents are delivered by Customer.
AUTHORIZATION OF THIS TERMS OF SERVICE
Each party represents to the other that it: has the legal power and authority to enter into this TERMS OF SERVICE; and has not previously entered into any TERMS OF SERVICE or understanding which conflicts with any rights or obligations set forth in this TERMS OF SERVICE. Relationals will have the right to assign this TERMS OF SERVICE to an affiliate of Relationals at any time without notice. These terms and conditions are the entire TERMS OF SERVICE between you and Relationals regarding the use of CLOUDSOFTPHONE. No other communication, whether written or oral, will be deemed to supplement or supersede these terms and conditions unless made in writing and signed by both you and Relationals.