Calabrio End User License Agreement

CAREFULLY READ THE FOLLOWING EULA. YOUR USE OR CONTINUED USE OF THE CLOUD SERVICES INDICATES YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS EULA. IF YOU DO NOT AGREE TO THIS EULA, YOU SHALL CEASE USE OF THE CLOUD SERVICES. YOU MAY BE REQUIRED TO CLICK AN ACCEPTANCE BOX WITHIN THE SOFTWARE UPON USE.

“You” means the person or company who is being licensed to use the Cloud Services or Documentation. “We,” “us” and “our” means Calabrio, Inc.

You and we are each individually a “Party” and collectively are the “Parties” to this EULA.  This EULA governs the use of our software (as well as any upgrades, modified versions, updates, additions and copies thereof) (“Cloud Services”) and any related explanatory materials (“Documentation”) downloaded through this site or through the Customer Success Center.

LICENSE GRANT

Subject to the terms and conditions of this EULA and only during the term of any Order we hereby grant to you a worldwide, non-exclusive, royalty-free (“License”) to use the Cloud Services and all associated Documentation provided with the Cloud Services in accordance with this EULA. You may copy the Cloud Services for back-up, test, and archival purposes.

RESTRICTIONS

The Cloud Services and Documentation are proprietary to us and we remain the owner of all right, title and interest in and to the Cloud Services and the Documentation, including all intellectual property rights in and to any of the foregoing.  You are responsible for compliance with any laws or regulations for any data that you enter into the Cloud Services (“Customer Data”) and you remain the owner of all right, title and interest in and to such Customer Data.

You will not : (i)  prepare derivative works of any part of the Cloud Services or the Documentation, except as expressly authorized in this EULA; (ii) resell, distribute, rent, lease, sublicense, lend, give, market, commercialize, assign or otherwise transfer rights or usage of all or any part of the Cloud Services or Documentation to any third party, except as expressly authorized in this EULA; (iii) reverse engineer, translate, disassemble, decompile, disable security measures or cause or allow discovery of the source code (except to the extent that such a restriction would be a breach of applicable law) for any part of the Cloud Services or attempt to do so; (iv) remove, obscure or alter the copyright, trademark or other proprietary notices affixed to or contained in the Cloud Services or the Documentation; or (v) make the Cloud Services publicly available to others.

NO WARRANTY

EXCEPT AS EXPRESSLY PROVIDED IN THIS EULA, THE CLOUD SERVICES AND DOCUMENTATION ARE PROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE, OUR AFFILIATES AND OUR LICENSORS MAKE NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR ARISING BY COURSE OF DEALING, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, IN CONNECTION WITH THE CLOUD SERVICES, THE DOCUMENTATION OR ANY RELATED PRODUCTS AND SERVICES PROVIDED TO YOU HEREUNDER, AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED. FURTHER, WE AND OUR SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE CLOUD SERVICES OR THE DOCUMENTATION. NO EMPLOYEE, AGENT, DEALER OR DISTRIBUTOR OF OURS IS AUTHORIZED TO MODIFY THIS LIMITED WARRANTY, OR TO MAKE ANY ADDITIONAL WARRANTIES WITH RESPECT TO THE CLOUD SERVICES OR THE DOCUMENTATION.

GENERAL TERMS

EXCEPT WITH REGARDS TO INDEMNITY OBLIAGATIONS, OR GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR RECKLESSNES, IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, LOSS OF DATA, PC OR PERSONAL IDENTIFIABLE INFORMATIONN (PII) LOST PROFITS, LOST SAVINGS OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY FROM THE USE OF OR INABILITY TO USE THE CLOUD SERVICES OR THE DOCUMENTATION, EVEN IF WE OR ONE OF OUR AUTHORIZED DEALERS OR DISTRIBUTORS HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGE, AND WITHOUT REGARD TO THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES. YOU ACKNOWLEDGE THAT WE COULD NOT MAKE THE CLOUD SERVICES AVAILABLE TO YOU ON THE TERMS SET FORTH IN THIS EULA IF OUR LIABILITY AND THAT OF THIRD PARTIES WERE NOT LIMITED AS SET FORTH IN THIS EULA. THE FOREGOING EXCLUSIONS SHALL NOT APPLY TO ANY LIABILITY ARISING OUT OF OR IN CONNECTION WITH ANY LIABILITY OF OURS’ WHICH CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

This EULA and the rights and obligations of the parties with respect to the Cloud Services will be governed by, and construed in accordance with the laws of the State of Minnesota, USA, without reference to the choice of law principles thereof. Any disputes relating to this EULA must be brought solely in state or federal court in Minneapolis, Minnesota, USA; and, you hereby expressly consent to the venue and jurisdiction of such courts.  This EULA will not be governed by the United Nations Convention on Contracts for the International Sale of Goods or the Uniform Commercial Code (or any state’s enactment thereof).  If any part of this EULA is found unenforceable, it will not affect the validity or enforceability of any other provision of this EULA.  Failure by either party to complain of any act or failure to act of the other party or to declare the other party in default, irrespective of the duration of such default, will not constitute a waiver of rights hereunder. The Cloud Services may not be shipped into any country or used in any manner prohibited by law, regulation or order.  You are responsible meeting any recording consent and compliance laws, regulations that apply whether by country or state. No amendment, modification, or waiver of any provision of this EULA will be effective unless it is set forth in a writing signed by an authorized officer of both parties.  This EULA constitutes the complete agreement between you and us with respect to the Cloud Services and supersedes all proposals (oral or written), all previous negotiations, and all other communications, except as set forth above.

OPEN SOURCE

The Cloud Services contains open source software (“Open Source”) that is subject to the license agreement identified with such Open Source.  Your use of such Open Source is also subject to the identified license agreement.