END USER LICENSE AGREEMENT
3CX PHONE SYSTEM SOFTWARE
Introduction: 3CX Ltd, 3CX USA Corp. and 3CX Software DMCC or any other related company or affiliate of 3CX Group (“3CX”) the Licensor is willing to license the 3CX Phone System Software defined below, related documentation, and any other material or information relating to such software provided by 3CX to you (personally and/or on behalf of your employer, as applicable) (“The Licensee”) only if you accept all of the terms in this license agreement (“The License”). 3CX is not willing to make the 3CX Phone System Software available under any other terms or subject to any other conditions.
Before you choose the “Agree” button at the bottom of this window, carefully read the terms and conditions of this license agreement, which is a legal agreement. By choosing the “Agree” button you are
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Representing that you are over the age of 18 and have the capability and authority to bind yourself and your employer, as applicable, to be bound by this license agreement
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Consenting on behalf of yourself and/or as an authorized representative of your employer, as applicable, to be bound by the terms of this legal license agreement.
If you do not agree to all the terms and conditions of this license agreement, or do not represent the foregoing, choose the “Decline button, in which case you will not and may not receive, install or use the 3CX Phone System Software. Any use of the 3CX Phone System Software other than pursuant to the terms of this agreement is a violation of copyright laws and conventions.
1. DEFINITIONS
“Software”- 3CX Phone System Software and any and all other 3CX applications and tools and related documentation that 3CX may provide to the Licensee in conjunction with the 3CX Phone System Software. Software does not include any Communications services purchased to deliver calls to and from the platform. Such Communications services must be purchased separately from a third-party provider.
“The Licensee,” “You/Your,” or “The Licensee” means the individual purchasing 3CX Software licenses as well as any entity on whose behalf it purchases Software licenses, including, but not limited to its employer, and all of its affiliates, parents, subsidiaries, assigns, officers, directors, employees, shareholders, representatives, directors, agents and contractors.
2. GRANT OF LICENSE AND RESTRICTION ON USE
Subject to the terms and conditions of this License, 3CX hereby grants to the Licensee a limited, personal, non-exclusive, non-sub-licensable, non-transferable license to install on magnetic or optical media and use ONE (1) copy of the Software.
The license granted to the Licensee is expressly made subject to the following limitations: The Licensee may not itself (and shall not permit any third party to): (i) copy, other than as expressly permitted, all or any portion of the Software, except that the Licensee may make one copy of the Software for archival purposes for use by the Licensee only in the event the Software shall become inoperative; (ii) modify or translate the Software; (iii) modify, alter, or use the software so as to enable more extensions than are authorized in the relevant software purchase agreement; (iv) reverse engineer, decompile or disassemble the Software, in whole or in part; (v) create derivative works based on the Software, except in accordance with clause (i) of this paragraph; (vi) publicly display the Software;(vii) disregard the simultaneous number of calls limit applicable to the particular version of 3CX Phone System; or (viii) exercise any right to the Software not expressly granted in this License.
The Software includes software applications and tools licensed to 3CX by third parties, including without limitation: ReSIProcate, which is licensed and copyrighted by SIPFoundry, Inc. and its licensors; PostgreSQL Database Management System, which is licensed and copyrighted by The PostgreSQL Global Development Group and The Regents of the University of California. This third-party software included in the Software is provided as is and with all faults.
3. TITLE AND OWNERSHIP OF SOFTWARE
This License does not convey to the Licensee an interest in or to the Software, but only a limited right of use revocable in accordance with the terms of this License. The Software is NOT being sold to the Licensee. 3CX and its licensors own all rights, title and interest in and to the Software. No license or other right in or to the Software is being granted to the Licensee except for the rights specifically set forth in this License. The Licensee hereby agrees to abide by all applicable laws and international treaties.
4. ENTIRE AGREEMENT
The third party software applications and tools included in the Software are governed by the terms and conditions of this License. 3CX, in its sole discretion, may provide additional third party software to the Licensee at any time. The installation and use of any third party software provided to the Licensee by 3CX that is not specifically included in the Software, whether provided on the same media as the Software or separately, is governed by its own license agreement between the respective third party and the Licensee.
This License, and the other 3CX agreements, policies, terms and conditions incorporated by reference represent the entire agreement between 3CX and Licensee.
5. UPDATES AND SUPPORT
3CX may modify the Software at any time, for any reason, and without providing notice of such modification to the Licensee. This License will apply to any such modifications which are rightfully obtained by the Licensee unless expressly stated otherwise. This License does not grant the Licensee any right to any maintenance or services, including without limitation, any support, enhancement, modification, bug fix or update to the Software and 3CX is under no obligation to provide or inform the Licensee of any such updates, modifications, maintenance or services.
6. CONFIDENTIALITY
The Licensee acknowledges that the Software and certain other materials are confidential as provided herein. 3CX’s and its licensors’ proprietary and confidential information include any and all information related to the services and/or business of 3CX or its licensors that is treated as confidential or secret by 3CX or its licensors (that is, it is the subject of efforts by 3CX, or its licensors, as applicable, that are reasonable under the circumstances to maintain its secrecy), including, without limitation, (i) the Software; (ii) any and all other information which is disclosed by 3CX to the Licensee orally, electronically, visually, or in a document or other tangible form which is either identified as or should be reasonably understood to be confidential and/or proprietary; and, (iii) any notes, extracts, analysis, or materials prepared by the Licensee which are copies of or derivative works of 3CX’s or its licensors’ proprietary or confidential information from which the substance of Confidential Information can be inferred or otherwise understood (the “Confidential Information”).
Confidential Information shall not include any information which the Licensee can clearly establish by written evidence: (a) is already lawfully known to or independently developed by the Licensee without access to the Confidential Information, (b) is disclosed in non-confidential published materials, (c) is generally known to the public, or (d) is rightfully obtained from any third party without any obligation of confidentiality.
The Licensee agrees not to disclose Confidential Information to any third party and will protect and treat all Confidential Information with the highest degree of care. Except as otherwise expressly provided in this License, the Licensee will not use or make any copies of Confidential Information, in whole or in part, without the prior written authorization of 3CX. The Licensee may disclose Confidential Information if required by statute, regulation, or order of a court of competent jurisdiction, provided that Licensee provides 3CX with prior notice, discloses only the minimum Confidential Information required to be disclosed, and cooperates with 3CX in taking appropriate protective measures. These obligations shall continue indefinitely following termination of this License with respect to Confidential Information.
Each party hereto hereby undertakes to not cause any harm to the other party’s reputation in the market and to not make, whether directly or indirectly (including through any of its affiliates, officers, employees or directors), any negative or disparaging remarks about such party or any of its affiliates, officers, employees, directors (in each case, in their capacities as such), products, services or business practices.
7. NO WARRANTY AND DISCLAIMER OF LIABILITY
The software is warranted to substantially conform to its written documentation for a period of two (2) weeks following the purchase of the license key. As your sole and exclusive remedy in the event of a breach of this warranty, 3CX will, at its option, replace the software with conforming software, or refund any amount paid by you to 3CX for the software. 3CX and its licensors do not make any, and hereby specifically disclaim any, other representations, endorsements, guaranties, or warranties, express or implied, related to the software including, but not limited to, the implied warranty of merchantability, title, fitness for particular purpose and non infringement of intellectual property rights. 3CX does not warrant that use of the Software, or the Licensee’s ability to use the Software will be uninterrupted, virus free or error free. The Licensee acknowledges that 3CX does not guarantee compatibility between the Software and any future versions thereof. The Licensee acknowledges that 3CX does not and cannot guarantee that the Licensee’s computer environment will be free from unauthorized intrusion or otherwise guarantee the privacy of Licensee’s information. The Licensee will have sole responsibility for the adequate protection and backup of the Licensee’s data and/or equipment used with the Software. The entire risk as to the quality and performance of the Software and any obligation with respect to service and support is borne by the Licensee.
The Licensee’s sole exclusive remedy for any claim arising under this license or from use of the software, is that 3CX will use commercially reasonable efforts to issue licensee with a replacement for any defective software or media. 3CX and its parents, subsidiaries, affiliates, shareholders, directors, officers, employees, licensors and agents (the “3CX Parties”) shall not be liable under any legal theory for any damages suffered in connection with the use of the software, including without limitation, indirect, special, incidental, multiple, consequential, punitive or exemplary damages, including, but not limited to, loss of profits, data or use (“Excluded damages”), even if any party was advised for the possibility of any excluded damages or any excluded damages were foreseeable. In the event of a failure of the essential purpose of the exclusive remedy, as licensee’s sole and exclusive alternative remedy, the Licensee may receive actual direct damages up to the amount paid by the Licensee to 3CX for the software. The Licensee hereby expressly releases the 3CX Parties from any and all liability or responsibility for any damages caused, directly or indirectly, to the Licensee or any third party as a result of the use of the software or the introduction thereof into the Licensee’s computer environment.
The above disclaimer of warranty and liability constitutes an essential part of this License and the Licensee acknowledges that Licensee’s installation and use of the Software reflect Licensee’s acceptance of this disclaimer of warranty and liability. Certain jurisdictions may limit 3CX’s and its licensors’ ability to disclaim their liability to you, in which case, the foregoing disclaimer shall be construed to limit 3CX’s and its licensors’ liability to the maximum extent permitted by applicable law.
8. TERM AND TERMINATION OF LICENSE
This License is valid until terminated. The Licensee may terminate this License at any time by destroying or returning Licensee’s copy of the Software and all Confidential Information as set forth below. This License will terminate immediately if the Licensee defaults or breaches any term of this License. Upon termination of this License for any reason, any right, license or permission granted to Licensee with respect to the Software shall immediately terminate and the Licensee hereby undertakes to: (i) immediately cease to use any part of the Software; and (ii) promptly return the Software and all Confidential Information and related material to 3CX and fully destroy, delete and/or de-install any copy of the Software installed or copied by the Licensee. The provisions regarding confidentiality, ownership, disclaimers of warranty, limitation of liability, equitable relief and governing law and venue, will survive termination of this License indefinitely in accordance with their terms.
9. ASSIGNMENT
The License is personal to the Licensee and Licensee agrees not to sublicense, lease, rent, and any such attempt shall be null and void. 3CX may assign, transfer, or sublicense this License or any rights or obligations thereunder at any time in its sole discretion.
The Partner Portal allows Licensee to transfer License ownership to another user. See the FAQ for more information at https://www.3cx.com/partners/faq/
10. GOVERNING LAW
This License shall be governed by and construed in accordance with the laws of the selling company's jurisdiction without regard to conflict of law provisions thereto. The Licensee submits to the jurisdiction of the selling company's in any action or proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court. There shall be no class action arbitration or litigation pursuant to this License. 3CX may seek injunctive relief in any venue of its choosing. The Licensee hereby submits to personal jurisdiction in such courts. The parties hereto specifically exclude the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act from this License and any transaction between them that may be implemented in connection with this License. The original of this License has been written in English. The parties hereto waive any statute, law, or regulation that might provide an alternative law or forum or to have this License written in any language other than English.
11. EQUITABLE RELIEF
It is agreed that because of the proprietary nature of the Software, 3CX’s and its Licensors’ remedies at law for a breach by the Licensee of its obligations under this License will be inadequate and that 3CX and its Licensors shall, in the event of such breach, be entitled to, in addition to any other remedy available to it, equitable relief, including injunctive relief, without the posting of any bond and in addition to all other remedies provided under this License or available at law.
12. SYSTEM REQUIREMENTS, SOFTWARE LIMITATIONS & EMERGENCY COMMUNICATIONS
The Software does not include transmission (calling) to and from The Licensee’s location. To enable calling to and from the platform, The Licensee must purchase, at The Licensee’s own expense, transmission (calling) (“Communications”) as well high speed broadband Internet access separately from a third-party provider. 3CX does not guarantee that any third-party Communications will be compatible with the 3CX Software. The Licensee’s ability to use the Software may be affected by the performance of these third-party services. The Licensee acknowledges and agrees that system requirements for the Software may change from time to time and that adherence to the system requirements is The Licensee’s responsibility. The Licensee is responsible for ensuring that its networks and systems are adequately secured against unauthorized intrusion or attack and for regularly backing up its data and files in accordance with good computing practices. Although 3CX is not liable for the failure of and/or any errors and/or incidence of hacks with any third-party Communications services it encourages Licensees to open a support ticket for review of any intrusion, as this could provide a valuable source of information for both parties.
Licensee acknowledges that the software is not pre-configured for use to contact, or communicate with, any police agency, fire department, ambulance service, hospital or any other emergency service of any kind. In addition to purchasing communications and internet access from a third party provided, The Licensees must configure the software to enable emergency calls, position control centers or to any other emergency number available in The Licensees’ community. 3CX disclaims any express or implied warranty of fitness for such uses.
3CX shall have no liability or responsibility arising out of any communications service provided by a third party, including, but not limited to emergency services or any acts, omissions, failures or interruptions of service, negligence or other misconduct of any communications (including emergency numbers) service provider, other emergency call center provider, reseller, The Licensee or 3CX. 3CX makes no representation or warranty, express or implied, with respect to the nature, scope, extent, performance, compatibility or quality of any third party communications or internet access service, including emergency numbers or similar services. The Licensee hereby agrees to indemnify, defend and hold harmless 3CX and 3CX Parties and any other communications or internet access service provider who furnishes services to The Licensee, from and against any and all claims, demands, suits, proceedings, liabilities, settlements, attorneys’ fees, costs, expenses, penalties, fines, judgments and damages of any and all kind whatsoever (including without limitation, reasonable attorneys’ fees) by or on behalf of a The Licensee or any users, arising out of or otherwise relating to any acts, omissions, failures or interruptions of service, negligence and other misconduct of 3CX in connection with third party communications or internet access service, including but not limited to emergency numbers.
The Licensee is responsible for configuring the 3CX Software to make phone calls to access emergency numbers. The Licensees shall be solely responsible for correctly specifying the location and all other necessary information to enable emergency numbers to operate successfully and will update this information whenever the physical location of service changes. The Licensees shall also be solely responsible for testing emergency numbers calls to ensure that such calls are correctly routed to the appropriate Public Safety Answering Point (“PSAP”).
13. COPYRIGHTS AND TRADEMARKS
Any and all trademarks or service marks that 3CX uses in connection with the Software or with services rendered by 3CX are marks owned by 3CX . This Agreement does not grant you any right, license, or interest in such marks, and you shall not assert any right, license, or interest in such marks or any words or designs that are confusingly similar to such marks.
The Licensee acknowledges the copyright of 3CX on all its Products, product documentation, sales collateral and website content and undertakes to notify 3CX immediately if it becomes aware of any infringement of this copyright.
The Licensee acknowledges that it has not been granted the following rights in the copyright:
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The right to make copies of the computer program for purposes of distribution to the public by sale or other transfer of ownership, or by rental, lease or lending;
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The right to prepare derivative computer programs based upon the copyrighted computer program;
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The right to make a public performance of the computer program; or
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The right to publicly display the computer program.
The Licensee acknowledges that 3CX is the rightful owner of all its trademarks, including the 3CX logo and name, and undertakes to notify 3CX immediately if it becomes aware of any infringement of its trademarks.
14. MISCELLANEOUS
Should you have any questions regarding this License Agreement, or should you wish to reject this license and obtain a refund of the purchase price (if applicable), you can contact us at https://www.3cx.com/contact-form/
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