Mitel End User License Agreement for Mitel CONNECT
This End User License Agreement (the "Agreement") is a legal agreement between you (either an individual or an entity) and Mitel, Inc. ("Mitel"), regarding the use of Mitel's software, which may include user documentation provided online or in electronic form (the "Software"). By installing, copying, or otherwise using the Software, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, do not use the Software or Mitel CONNECT Services.
Grant of License. This Agreement permits you to use the Software to access the Mitel CONNECT Services for internal business operations only. The Software is "in use" on a computer when it is loaded into the temporary memory (i.e., RAM) or installed into the permanent memory (e.g., hard disk, CD-ROM, or other storage device) of that computer. The Software is licensed, not sold and use is restricted to the scope of the application for which it was intended.
Copyright. The Software is owned by Mitel, its subsidiaries, affiliates or its suppliers or licensors and is protected by United States copyright laws and international treaty provisions. Therefore, you may not use, copy, or distribute the Software without authorization. Mitel retains all intellectual property rights to the Software. Title to the Software does not pass to the end user or any other party.
Restrictions. You may not rent, lease, loan, transfer or sublicense the Software. Except as expressly provided herein, you may not transfer any or all of your rights under this Agreement. You may not: (a) use the Software in combination with any other services other than Mitel CONNECT Services or other services authorized in writing by Mitel, (b) use the Software for the purposes of rental timesharing, subscription services, hosting or outsourcing; (c) remove or modify any program markings or any notices of Mitel or its licensors proprietary rights; (d) make the Software available in any manner to any third party for use in the third party’s business operations, (e) publish the Software for others to copy or publish any results of any benchmark tests run on the Software, (f) use the Software to post or transmit anything that contains corrupted data or that contains a virus, Trojan horse, worm, time bomb or cancelbot, or any other computer programming routine or engine that is intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information, (g) use the Software to make, or attempt to make, any unauthorized entry into any part of, to violate or attempt to violate the security or integrity of, or to interfere or attempt to interfere with the proper operation of, Mitel CONNECT Services, Mitel’s customers, or network of any other person, (h) use the Software in any manner or for any purpose that violates any applicable Federal, state, local or foreign law, regulation or ordinance; (i) use the Software in any manner that may infringe upon any copyright, trademark, service mark, patent, trade secret or other intellectual property right of any person, (j) use the Software in any manner that may violate any privacy, publicity or other personal rights of any person, or (k) use the Software to transmit any information that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, pornographic, obscene, libelous, hateful or racially, ethnically or otherwise objectionable. You may transfer your rights under this Agreement with prior written consent from Mitel in case you are acquired or merge with another entity, provided you transfer this Agreement, the Software and all accompanying printed materials, retain no copies, and the recipient agrees to the terms of this Agreement. You may not modify, decompile, disassemble, reverse engineer or otherwise attempt to derive the source code of the Software. You may not modify or create derivative works based upon the Software. You are responsible for any use of the Software by your agents, contractors, outsourcers, customers or suppliers and their compliance with this Agreement. At the termination of this Agreement, you must discontinue use or destroy or return to Company all copies of the Software. ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED BY SHORETEL.
Important Privacy Notice - Mandatory Registration and Advisory Service. Your contact information, hardware identification, software version, license, and other information related to your use of Mitel CONNECT Services will be automatically collected and sent to Mitel or Mitel contracted third parties over the internet. This information will only be used by Mitel to help us provide you with better products and services, and not for any other purpose.
Compliance Assurance. To ensure compliance with the terms of this Agreement, Mitel shall have the right to inspect and audit all the books and records relevant to the use of the licenses granted hereunder (and report such audit results to our licensors) and reserves the right to request that you conduct an internal audit at any time and provide reasonable assistance and access to information in the course of such audit. If such audit shall disclose any discrepancy between the licenses purchased and the licenses used, you shall promptly pay Mitel for any amounts underpaid, together with interest thereon at a rate of 1.5% per month or partial month during which such amount was owed and unpaid, or the highest rate allowed by law, from the date such amount became due until finally paid.
DISCLAIMER OF WARRANTIES. YOU ASSUME ALL RESPONSIBILITIES FOR SELECTION OF THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SOFTWARE. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SOFTWARE IS PROVIDED ON AN "AS IS", AS AVAILABLE BASIS. SHORETEL DOES NOT WARRANT THAT THE SOFTWARE WILL MEET THE CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. FURTHER, SHORETEL DOES NOT WARRANT THAT ALL ERRORS IN THE SOFTWARE CAN BE CORRECTED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHORETEL DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT WITH RESPECT TO THE SOFTWARE AND THE ACCOMPANYING WRITTEN MATERIALS. SOME STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
NO LIABILITY FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES. YOU ASSUME THE ENTIRE COST OF ANY DAMAGE RESULTING FROM THE INFORMATION CONTAINED IN OR COMPILED BY THE SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SHORETEL OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, REVENUE, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR DATA, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL SHORETEL'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES IN ANY ONE OR MORE CAUSES OF ACTION EXCEED $10,000 THIS LIMITATION WILL APPLY REGARDLESS OF THE FAILURE OF ANY ESSENTIAL REMEDY. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
U.S. Government-Restricted Rights. The Software and any accompanying documentation are deemed to be "commercial computer Software" and "commercial computer Software documentation," respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction release, performance, display or disclosure of the Software and accompanying documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
Export Restrictions. You may not download, export, or re-export the Software (a) into, or to a national or resident of, any country to which the United States has embargoed goods, or (b) to anyone on the United States Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Software, you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list. You must comply fully with all relevant export laws and regulations of the United States and other applicable export and import laws to assure that neither the Software, nor any direct product thereof, are exported, directly or indirectly, in violation of applicable laws.
Third Party Technology. Software may include source code that Mitel and licensors may provide as part of its standard shipment of such programs, which source code shall be governed by the terms of the end user license agreement applicable to such source code. Third party technology that may be appropriate or necessary for use with some programs is specified in the documentation or otherwise notified by us and such third party technology is licensed to you only for use with the applicable package under the terms of the third party license agreement specified in the documentation or as otherwise notified by us and not under the terms of this Agreement.
General. This Agreement is governed by the laws of the United States and the State of California, without reference to conflict of laws principles. Any dispute between you and Mitel regarding this Agreement will be subject to the exclusive venue of the state and federal courts in the state of California. Mitel's licensors are third party beneficiaries of this Agreement and certain provisions herein are made expressly for the benefit of, and are enforceable by, such licensors. This Agreement is the entire agreement between you and Mitel and supersedes any other communications or advertising with respect to the Software and documentation. If any provision of this Agreement is held invalid, the remainder of this Agreement will continue in full force and effect.
Should you have any questions concerning this Agreement, or if you desire to contact Mitel for any reason, please contact: Legal Department, Mitel Inc., 960 Stewart Drive, Sunnyvale, CA 94085.