This Agreement authorises you to use Benemen’s Cloud Service (the Service) under the terms and conditions set out in this Agreement. By using the Service, you agree to these terms and conditions. If you do not agree to all the terms and conditions of this Agreement, you should stop using the Service.
‘The Service’ means the cloud based VoIP system offered by Benemen and its agents or resellers. The Service includes several commercial products including Licensed Software and associated Documentation. The terms of this Agreement are valid for all services, products and documentation relating to the Service. Prices and other commercial terms are laid out in Paralogic’s Proposal.
‘The Licensor’ means Benemen or its agent or reseller.
1 GRANT OF LICENSE
The Licensor grants You the non-exclusive right to run and operate the Service in accordance with the relevant Documentation provided to you. For this purpose you may embed the Service into your own end user services with your own brand name. Any other use is strictly prohibited. You have no right to use any functionality that may be in the Service that you have not specifically paid for and that the Licensor has the right to license to you. You may not copy, re-sell, rent, transfer or sub-license the right to use the Service. You have no right to receive, use, examine any source code or design documentation related to the Service. You may not reverse engineer, decompile or disassemble the Licensed Software except to the extent such rights are granted to You pursuant to mandatory provisions of law in the country of use.
The Service and Licensed Software, and all rights, title and interest in, including without limitation, all proprietary rights therein, are owned by the Licensors and are protected by international treaty provisions and applicable national laws. This Agreement does not constitute a sale of the Service or any part of it to you.
3 TERMINATION OF LICENSE
This Agreement will become effective from the first day you start to use the Service and will continue to run for the initial 12 month period, unless specified otherwise in the Proposal. Thereafter, you may terminate this Agreement by giving 90 days written notice. Licensor may terminate this Agreement at any time upon Your breach of this Agreement, in which event, You agree to stop using the Service and all Documentation and related materials and so certify in writing to Licensor. Except for the License, the remaining terms of this Agreement shall survive termination.
Licensor shall have the right but not the obligation to defend or settle at its option any action brought against you arising from a claim that your use of the Service infringes any patent, copyright, or other ownership rights of a third party. You agree to provide Licensor with written notice of such a claim within seven (7) days of such a claim coming to your notice and to provide reasonable assistance to Licensor in the defense. Licensor has sole discretion and control over such defense and negotiations for a settlement or compromise.
5 CONFIDENTIAL INFORMATION
Aspects of the Service and Licensed Software, including the specific design and structure of individual programs and the composition of the whole, constitute trade secrets and/or copyrighted material of Licensor.
You must not, either on behalf of yourself, or others, permit the disclosure or provision, or make available such trade secrets or copyrighted material in any form to any third party without the prior consent of Licensor. You must agree to implement reasonable security measures to protect such trade secrets and copyrighted material. These obligations of confidentiality shall not apply to information, which has entered the public domain except where such entry is a result of your breach of this Agreement.
6 FORCE MAJEURE
Licensor shall not be liable for any delay or failure in performance whatsoever due to reasons beyond its reasonable control.
7 LIMITED WARRANTY
THE SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. LICENSOR DISCLAIMS ALL WARRANTIES, EITHER EXPRESSLY MADE OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT WITH RESPECT TO THE LICENSED SOFTWARE. THERE IS NO WARRANTY BY LICENSOR OR ANY OTHER PARTY OR ENTITY THAT THE FUNCTIONS CONTAINED IN THE LICENSED SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. YOU ASSUME ALL RESPONSIBILITY FOR THE SELECTION OF THE LICENSED SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION, USE AND RESULTS OBTAINED FROM IT.
8 LIMITATION OF LIABILITY
IN NO EVENT SHALL LICENSOR, IT’S EMPLOYEES, AGENTS OR RESELLERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES ARISING OUT OF THE SUBJECT MATTER OF THIS AGREEMENT OR THE SERVICE UNDER ANY CONTRACT, NEGLIGENCE, OR STRICT LIABILITY, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR PROPERTY, PERSONAL INJURY, INTERRUPTION OF BUSINESS HOWSOEVER CAUSED ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE OR LICENSED SOFTWARE, EVEN IF LICENSOR OR IT’S SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT ANY EXCLUSION CONTAINED HEREIN SHALL BE HELD TO BE INVALID FOR ANY REASON AND LICENSOR BECOMES LIABLE FOR LOSS OR DAMAGE THAT MAY LAWFULLY BE LIMITED, SUCH LIABILITY SHALL BE LIMITED TO THE AMOUNT PAID BY YOU TO LICENSOR FOR THE SERVICE.
9 GENERAL TERMS
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of remaining provisions, shall not be affected or impaired. This Agreement sets out the entire understanding between you and the Licensor and may only be amended in writing in a document signed by both parties. These Terms will be governed by English Law and the Parties shall submit to the exclusive jurisdiction of the English courts.