These terms and conditions (“Terms”) apply to your use of the Product, as defined in section 1 below, provided by Wazo Communication Inc. and its affiliates (“Wazo”).

 

If You (“You” and “Client”) plan to use any of the Products on behalf of a company or any other entity, You represent that You are the employee or agent of such company, or any other entity, and You have the authority to accept all of the Terms set forth in an accepted request, as explained below, and these Terms (collectively, the “Agreement”) on behalf of such company or any other entity.

 

By using any of the Products, You acknowledge and agree that (i) You have read all of the Terms of this Agreement, (ii) You understand all of the Terms of this Agreement and (iii) You agree to be legally bound by all of the Terms of this Agreement. This Agreement applies to your use of the Product(s) but it will be superseded by any signed agreement between You and Wazo concerning the Product(s). 

 

This agreement does not have to be signed in order to be binding, and you can indicate your assent to the Terms by clicking on the “I agree”, or any similar button, that is presented to you when acquiring, by any means, the Product. 

 

IF YOU DO NOT AGREE WITH ANY OF THE TERMS OF THIS AGREEMENT, YOU MAY NOT USE OR COPY THE PRODUCTS. 

 

1- Product

For the purpose of this Agreement, Product(s) shall mean any of Wazo’s products, applications and software including but not limited to : Wazo E-UC Portal, Wazo E-UC Stack, Wazo Mobile, Wazo Desktop, Wazo Web, any cloud-based service, any associated documentation and any software related to the foregoing. The Product is delivered via electronic download or online access made available following Client’s acceptance of this Agreement. 

 

2- License

Wazo grants to Client a non-transferable, non-exclusive, non sublicensable, limited, worldwide, revocable License to access and use the applicable Product during the Term of the Agreement, as defined in section 3, (“License”).

 

This License grant pertains solely to Client’s use of the applicable Product and is not intended to limit Client’s rights under, or grant Client’s rights that supersede, the license terms of any Third Party Software which may be made available with the applicable Product that are subject to an open source software license or any other license, as described in section 8 below.

 

3- Term

The Term of the Agreement is associated to Wazo’s Subscription(s) Services terms and in a quantity equal to the number of Wazo Subscriptions Services purchased from Wazo or any authorized partners for the applicable Product, each as set forth on the applicable Wazo Subscription Form or any authorized partners purchasing document. The Effective Date of this Agreement is the date your first download or have access to any of the Products. 

 

Section 3, 4, 5, 6, 7 and 8 shall survive the expiration or termination of the Agreement. 

 

4- Intellectual Property 

This License does not authorize the Client or any other third party to (i) sell, assign, sublicense, rent, lease, loan, provide, distribute or otherwise transfer in whole or part of the Product, (ii) copy, reproduce, modify, translate create derivative works of the Products, (iii) decompile, disassemble, reverse engineer, reverse assemble, reverse compile, convert or apply any procedure or process to the Product in an attempt to discover any source code, underlying ideas or any trade secret, (iv) remove or alter any trademark, logo, copyright or other proprietary notice associated with the Product, (v) attempt to circumvent any user limits or other license, timing or use restrictions that are built into, defined or agreed upon, regarding the applicable Product, (vi) disclose the results of any benchmark test of the Product to any third party without Wazo’s prior written approval, and (vii) cause or permit any other party to do any of the foregoing. 

 

You are hereby notified that Products may contain time-out devices, counter devices, and/or other devices intended to ensure the limits of the License will not be exceeded (“Limiting Devices”). If the Product contains Limiting Devices, Wazo will provide to Client materials necessary to use the applicable Product to the extent permitted. You may not tamper with or otherwise take any action to defeat or circumvent a Limiting Device or other control measure, including but not limited to, resetting the unit amount or using false host identification number for the purpose of extending any Term of the License.

 

Client shall promptly report any violation of this Section 4. 

 

5- Ownership 

Client acquires only the right to use the applicable Product and do not acquire any rights of ownership. Wazo reserves all the rights to the Products not expressly granted to You including, but not limited to, (i) all ideas, inventions, discoveries, improvements, information, creative works and any other works discovered, prepared or developed by Wazo over the course of or resulting from the provision of any services under the Agreement and (ii) any intellectual property rights embodied in the foregoing.

 

6- Limited Warranty 

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE PRODUCTS ARE PROVIDED AND LICENSED “AS IS” OR “AS AVAILABLE” WITHOUT ANY REPRESENTATIONS, WARRANTY, COVENANTS OR CONDITIONS OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF CONDITION OF TITLE. WAZO AND ITS SUPPLIERS DO NOT WARRANT THAT ANY OF THE PRODUCTS WILL BE FREE FROM ALL BUGS, ERRORS OR OMISSIONS. 

 

WAZO AND ITS SUPPLIERS DISCLAIM ANY AND ALL OTHER WARRANTIES AND REPRESENTATIONS WITH RESPECT TO THE PRODUCTS WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE, INCLUDING ANY AND ALL (i) WARRANTIES OF MERCHANTABILITY, (ii) WARRANTIES OF FITNESS OR SUITABILITY FOR ANY PURPOSE, WHETHER OR NOT WAZO KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE AWARE OF ANY SUCH PURPOSE, AND (iii) WARRANTIES OF NON INFRINGEMENT OF CONDITION OF TITLE. CLIENT ACKNOWLEDGES AND AGREES THAT CLIENT RELIES ON NO WARRANTIES. 

 

NOTWITHSTANDING ANY TERMS TO THE CONTRARY IN THIS AGREEMENT, CLIENT WILL REMAIN RESPONSIBLE FOR ACTS OF OMISSIONS OF ALL EMPLOYEES OR CONSULTANTS OF CLIENT TO THE SAME EXTENT AS IF SUCH ACTS OR OMISSIONS WERE UNDERTAKEN BY CLIENT. 

 

7- Limitation of Liability

EXCEPT FOR ANY ACTS OF FRAUD, GROSS NEGLIGENCE OR WILFUL MISCONDUCT AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT NEITHER WAZO NOR ANY WAZO’S AUTHORIZED PARTNERS WILL BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, LOSS OF REVENUE, LOSS OF GOODWILL, OR LOST SAVINGS ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCT, EVEN IF WAZO OR THE AUTHORIZED PARTNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

 

IN NO EVENT WAZO’S LIABILITY OR AN AUTHORIZED PARTNER’S LIABILITY EXCEED THE AMOUNT THAT THE CLIENT PAID TO WAZO, OR THE AUTHORIZED PARTNER FOR THE APPLICABLE PRODUCT DURING THE LAST SIX (6) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.

 

8- Open Source License & Third Party Software

The Product may include software or other code source subject to licenses, such as, but not limited to, open source software licenses, from third-party suppliers (“Third Party Software”). Client accepts and agrees to the terms of such third-party licenses applicable to the Third Party Software and acknowledges that such third-party suppliers disclaim and make no representation or warranty with respect to the Products and assume no liability for any claim that may arise with respect to the Product or Client’s use or inability to use the same.

 

9- General

Wazo and the Client will attempt to resolve any dispute related to this Agreement informally through their respective management. 

 

This Agreement shall be governed by the laws of Québec, Canada, without conflict of laws provisions. The provisions of the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.