EULA

ISO 27001 ISMS Classification: Public

UCi2i Service Terms and Conditions
1.    SERVICES AND SUPPORT
1.1.    Subject to the terms and conditions of this Agreement, UCi2i will use commercially reasonable efforts to provide Customer the Services as specified in the UCi2i Customer Order Form (COF) (online portal or via email). In order to use the UCi2i Services the customer must nominate a Primary Contact who is responsible for administration of the Customer’s account and whose approval is required by UCi2i to make additions and changes to, or removals from, the customer’s contracted Services. Customer will declare this nominated Primary Contact within the COF. Customer will ensure that its employees and contractors who use the Services are bound by obligations and restrictions consistent with this Agreement, and Customer shall be responsible for any non-compliance by such users. In the event that the nominated Primary Contact for the Customer leaves service a new Primary Contact must be nominated by email to support@uci2i.com.
1.2.    Any software, plug-ins, extensions, documentation, data or web applications related to the Services or upon which the Services are based that may be made available by UCi2i in connection with the Services (including any improvements, enhancements or modifications thereto, the “Software”) contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to the terms of this Agreement UCi2i grants solely for use by the Customer (and its employees and contractors) a non-exclusive, non-transferable license to use the Software solely for its own internal business purposes and solely in accordance with the terms of this Agreement. 
1.3.    UCi2i will endeavour to provide Customer with reasonable support services, through video, telephone or in writing (whether email, IM or post), in accordance with the “Global Support Service Level Agreements” policy document.
1.4.    UCi2i support hours are Hong Kong and UK business hours. Where business hours are defined as 08:30 to 17:30, Monday to Friday excluding local public holidays.

2.    RESTRICTIONS AND RESPONSIBILITIES
2.1.    Customer represents, covenants, and warrants that Customer will use the Services only in compliance with UCi2i’s Fair Use Policy located in section 8 of this agreement and all applicable laws and regulations (including but not limited to policies and laws related to privacy (including but not limited to any European privacy laws), intellectual property, consumer and child protection, obscenity or defamation).
2.2.    Customer represents that neither Customer nor any person or entity on whose behalf the Services will be used is located in a country which is currently controlled for relevant trade by the United States Office of Foreign Asset Control (OFAC) or United Kingdom Treasury Department (HMT).
2.3.    Because use of the Services involves third party hardware, software and internet access, Customer’s ability to use the Services may be affected by the performance of these Elements. Customer shall be responsible for procuring and maintaining any such Element (and any costs relating thereto). Customer shall also be responsible for all security relating to these Elements, including but not limited to, Customer account passwords, VMR PINs and files, and for all uses of Customer’s account or the Equipment with or without Customer’s knowledge or consent.
2.4.    The Service may include certain third party open source and other free download components (“Free Download Components”). Customer may have additional rights in the Free Download Components that are provided by the third party licensors of those components. The Free Download Components and any such third party licences and third party-required notices for the Service which govern Customer use of the Free Download Components are provided with the Service and can be viewed by selecting the “Full Copyright Information” link at the bottom of any page of the Service UI. By accepting this Agreement Customer hereby agrees to abide by the terms of all such licenses. Any obligations undertaken by UCi2i in this Agreement in relation to the Free Download Components as part of the Service are provided by UCi2i alone, and not by the third party licensors of the Free Download Components. The Free Download Components are provided “as is” by the third party licensors who disclaim all liabilities, damages (even if they have been advised of the possibility of such damages), warranties, indemnities and other obligations of any kind, express or implied, with regard to the Free Download Components. The Free Download Components are excluded from any indemnity provided by UCi2i in this Agreement. Nothing in the foregoing affects any performance warranty provided by UCi2i with regard to the Service as a whole.
2.5.    Customer may use the Services only for sessions or meetings in which Customer is an active participant. Customer shall not use the Services for timesharing or otherwise for the benefit of a third party, or in any way resell the Services purchased for their own use or under the UCi2i NFR Program.
2.6.    The Program is not a replacement for Licensee’s mobile or fixed line telephone. In particular, apart from in very limited circumstances, the Program does not allow users to make emergency calls to emergency Programs, including but not limited to 999 dialling. Licensee must make alternative communications arrangements to ensure that users can make emergency calls if needed. UCi2i Programs are not intended to support or carry emergency calls to any type of hospitals, law enforcement agencies, medical care unit, Public Safety Answering Points, or any other kind of Emergency Program. There are important differences between traditional telephone Programs and the UCi2i Programs.  Licensee agrees that: (i) UCi2i is not required to offer access to Emergency Programs under any applicable local, regional, state, and/or national rules, regulations or law; (ii) it is Customer’s responsibility to purchase, separately from the UCi2i Programs, traditional wireless (mobile) or fixed line telephone Programs that offer access to Emergency Programs, and (iii) UCi2i Programs are not a replacement for Customer’s primary telephone Program, and UCi2i may not be held responsible for any liability or any losses, and Licensee hereby waives any and all such claims or causes of action for losses arising from or related to Licensee’s attempts to contact emergency Program providers using UCi2i’s Programs, including but not limited to calls to public safety answering points. UCi2i may not be held liable for any losses, whether in contract, warranty, tort (including negligence), or any other form of liability for any claim, damage, or loss, (and Licensee hereby waive any and all such claims or causes or action), arising from or relating to Licensee’s:
2.6.1.    Inability to use the Programs to connect to emergency Programs, or
2.6.2.    Failure to make additional arrangements to access emergency Programs


3.    CONFIDENTIALITY
3.1.    The Services and Documentation contain certain information that is confidential and of substantial value to UCi2i. Except as expressly permitted herein, Customer shall not use or disclose said confidential information, or cause it to be disclosed, to any third party. 
3.2.    Customer shall not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any Software, documentation or data related to the Services or upon which the Services are based. 
3.3.    Customer agrees that Customer will comply with all applicable laws and regulations in connection with Customer’s use of the Services, including, but not limited to:
3.3.1.    With respect to personally identifiable information sent or received by Customer, all applicable privacy laws and regulations,
3.3.2.    Laws relating to the recording of communications, including, when required, advising all participants in a recorded UCi2i meeting or event that the meeting or event is being recorded, and
3.3.3.    Laws relating to the use of VoIP-based Services, if applicable. 
3.4.    By using the Services, Customer give UCi2i and/or its affiliates’ full consent to collect Customer personal data (“Data”) and to use such Data in accordance with the current UCi2i Privacy Policy which can be viewed on the UCi2i website at: http://www.UCi2i.com. To the extent that UCi2i collects Data, Customer agrees that UCi2i may use information collected, including technical or diagnostic information, Customer suggestions or feedback, to maintain, improve and enhance the Services. Customer Data will only be used in accordance with the UCi2i Privacy Policy.
3.5.    The contents of voice and video communications that use the Services may be carried on the public internet and/or other third party networks not operated by UCi2i. UCi2i cannot guarantee the security of such communications. UCi2i will not disclose the contents of communications carried over its Services except for the purposes required or permitted by law, including (but not limited to) response to legal process, and protection of the rights and interests of UCi2i, its customers and the public. 
3.6.    Customer account information, and non-content information related to the carriage of voice and video communications using the Services, such as the volume and timing of communications and the identity of parties to such communications, also will be used or disclosed only as required or permitted by law, including (but not limited to) response to legal process, and protection of the rights and interests of UCi2i, its customers and the public. 
3.7.    UCi2i are ISO 27001:2013 certified. Our certificate number is: IS 640032. The latest version of our certificate can be found on the UCi2i website in the "ISO accredited section" of www.uci2i.com/WhyUCi2i
 
4.    PAYMENT OF FEES
4.1.    Customer will pay UCi2i or their appointed sales representative (UCi2i Reseller, Partner or Distributor, collectively the Channel) the then applicable Fees for the services described within the COF and supported by a valid purchase order. Customer shall pay the non-refundable license fees and maintenance fees for the Services set out in the applicable invoice within 30 (thirty) days of the date of such invoice. Past due amounts owed by the Customer shall bear interest at a rate of 1.5% (one and a half percent) per month or the maximum allowed under applicable law.
4.2.    Customer also shall be responsible for all reasonable costs incurred in the collection of past due amounts owed by Customer and all taxes and duties, including but not limited to any local sales taxes, withholding taxes or use taxes, or import or export duties, assessed in connection with the licensing of the Service (except for any taxes based on UCi2i’s net income).
4.3.    If Customer’s use of the Services exceeds the concurrent port capacity described in the COF or if additional Services are required on an ad-hoc basis, Customer shall be billed for such usage at the end of each Gregorian calendar quarter and the Customer agrees to pay the additional fees as described in this agreement. 
4.4.    UCi2i reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Term or then current Renewal Term (as defined in the Customer Order Form), upon thirty (30) days prior notice to Customer (which may be sent by email). All fees paid are non-refundable. If Customer believes that UCi2i has billed Customer incorrectly, Customer must contact UCi2i no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to UCi2i’s customer support department.

5.    TERM AND TERMINATION
5.1.    Subject to the exercise of early termination as provided below, this Agreement is for the term specified in the Customer’s UCi2i COF and shall be automatically renewed for additional periods equal to the Term set forth in the COF, unless Customer requests termination at least thirty (30) days prior to the end of the then-current term (the Initial Term together with any Renewal Terms, unless earlier terminated in accordance with this Agreement, the “Term”). UCi2i may terminate this Agreement by providing Customer with at least thirty (30) days’ written notice prior to the end of the then-current Term.
5.2.    In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or ten (10) days’ notice in the case of non-payment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
5.3.    UCi2i may terminate this license if Customer becomes insolvent or asserts that it is insolvent, fails to pay its general obligations as they become due, institutes or has instituted against it any proceeding, arrangement, receivership or assignment for the benefit of creditors, or files or has filed against it any petition under applicable bankruptcy laws.
5.4.    ON TERMINATION OF THIS LICENSE FOR ANY REASON CUSTOMER SHALL CEASE USING THE SERVICES AND THE DOCUMENTATION AND ALL COPIES OF THE SAME SHALL BE IMMEDIATELY RETURNED TO UCI2I. 
 
6.    WARRANTY AND DISCLAIMER
6.1.    UCi2i warrants that the Service when used in accordance with the terms of this Agreement will operate substantially as set forth in the accompanying Documentation for the period declared in the COF.
6.2.    EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 6 AND NOTWITHSTANDING ANY OTHER TERMS IN THIS AGREEMENT, UCI2I MAKES NO EXPRESS OR IMPLIED WARRANTY WITH RESPECT TO THE SERVICES, DOCUMENTATION OR MAINTENANCE TO BE SUPPLIED BY UCI2I, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.  UCI2I DOES NOT WARRANT THAT ANY SERVICES WILL BE ERROR-FREE, OR THAT USE WILL BE UNINTERRUPTED OR THAT ANY DEFECTS THAT MAY EXIST IN ANY SERVICES CAN BE CORRECTED. 

7.    LIMITATION OF LIABILITY
7.1.    IN NO EVENT SHALL UCI2I BE LIABLE FOR ANY LOSS OF PROFITS, USE, BUSINESS, DATA OR INFORMATION, OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO DAMAGES RESULTING FROM LOSS OF ANTICIPATED SAVINGS OR LOST DATA, EVEN IF UCI2I HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY THEREOF, OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES RESULTING FROM ANY AND ALL CLAIMS BY ANY THIRD PARTIES.  THE AGGREGATE LIABILITY OF UCI2I HEREUNDER WHETHER IN CONTRACT OR IN TORT SHALL IN NO EVENT EXCEED THE FEES PAID BY CUSTOMER OVER THE PRECEDING 6 (SIX) MONTHS. 

8.    UCi2i Fair Use Policy
8.1.    The Programs are intended for normal, day-to-day communications. Any use of the Programs that is inconsistent with that purpose may result in suspension or termination of a Licensee’s Programs, in UCi2i’s sole discretion. Indicators of inconsistent use include, but are not limited to, excessive usage, unusual call patterns, and lack of continuous dialogue. Customer is expected to follow a “fair usage” policy, limiting any single Video call to no more than six (6) hours, and limiting total usage within a single twenty-four (24) hour period to no more than twelve (12) hours per service plan. If usage monitored by UCi2i is seen to be exceeding this level of fair usage, UCi2i will request an investigation with Customer, to be conducted within seven (7) days. If it is determined that greater usage is necessary and justifiable, then an increased tariff will be agreed to the satisfaction of UCi2i and paid as a supplementary fee to UCi2i for the remainder of the contract term, starting at the date of investigation request. If no satisfactory agreement is reached within seven (7) days and unfair usage re-occurs, then UCi2i, at its sole discretion may give Channel twenty-four (24) hours notice that the suspension of calling will be initiated for up to thirty (30) days, or until supplementary fees are paid, back-dated to when the first infringement was monitored. Suspension of service, for whatever duration, will not alter the obligation of Customer to honour its agreement to make regular payments until the end of the contract period.

9.    MISCELLANEOUS
9.1.    No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other party in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover reasonable costs and attorneys’ fees. 
9.2.    The Service is subject to laws and regulations that restrict its export.  Customer agrees not to export or "re-export" (transfer) the Service unless all applicable government export controls and approvals have been compiled with.  It is the sole responsibility of Customer to ensure it has the right to use all features of the Services in Customer’s jurisdiction. UCi2i Services are subject to international control laws and regulations. Customer shall comply with all laws and regulations governing use, export, re-export, and transfer of Services and will obtain all required local authorizations, permits, or licenses. Customer certifies that Customer and any third parties Customer invites will not use the Service from within an embargoed country.  Customer certifies that they are not a named party on any Hong Kong Government, United Kingdom Government, or U.S. Government, export exclusion lists (including, but not limited to, the U.S. Department of Commerce’s Denied Persons List or affiliated lists, the U.S. Department of Treasury’s Specially Designated Nationals List or any U.S. Government export exclusion lists and/or their equivalent in the United Kingdom, or Hong Kong).  These export obligations shall survive the expiration or termination of this Agreement.
9.3.    UCi2i and its licensors shall have the right to conduct an audit of (and to copy) Customer’s records on reasonable notice and not more than once in each 12 (twelve) month period to verify that Customer is complying with the terms hereof. In the event that an underpayment is revealed as the result of such audit Customer shall immediately upon being so requested by UCi2i pay such underpayment together with the costs of any such audit. 
9.4.    If one or more provisions of this Agreement are held to be illegal or unenforceable under applicable law, such illegal or unenforceable provision(s) shall be limited or excluded from this Agreement to the minimum extent required so that this Agreement shall otherwise remain in full force and effect and enforceable in accordance with its terms. 
9.5.    Customer agrees that this Agreement is the complete and exclusive statement of the mutual understanding between the parties and supersedes all previous written and oral agreements and communications relating to the subject matter of this Agreement. It may not be modified or waived except in writing signed by authorized representatives of both parties.
9.6.    All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. 
9.7.    Customer shall not assign, transfer, or sublicense any obligations or benefit under this Agreement without the prior written consent of UCi2i (and any such attempt shall be void).  UCi2i may assign this Agreement in whole or in part.
9.8.    The Services are not specifically developed or licensed for use in any nuclear, aviation, mass transit or medical application or in any other inherently dangerous applications.  It shall be the Customer's responsibility to take all appropriate fail-safe, backup, redundancy and other measures to ensure the safe use of such applications if the Services are used for such purposes. Neither UCi2i nor its suppliers shall be liable for any claims or damages arising from such use and Customer agrees to indemnify and hold harmless UCi2i and its suppliers from any claims for losses, costs, damages, or liability arising out of or in connection with the use of the Services in such applications.
9.9.    This Agreement shall be governed by and construed under the laws of England and Wales and the parties hereto submit to the exclusive jurisdiction of the courts of England save that UCi2i may assert its intellectual property rights in any jurisdiction. The parties specifically disclaim the application of the UN Convention on Contracts for the International Sale of Goods to the interpretation or enforcement of this Agreement.
9.10. Customers may choose to have notifications from UCi2i in the following formats: email; phone; letter; or fax. Without expressing a preference, UCi2i will communicate via email and phone as the default choices.

LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ THE TERMS OF THIS AGREEMENT AND AGREES TO BE BOUND BY ITS TERMS.

UCi2i EULA 2017

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