END USER ACCESS LICENCE AGREEMENT FOR WEST CLOUD SOFTWARE
PLEASE READ THIS CAREFULLY BEFORE YOU COMMENCE ACCESS TO THE SOFTWARE OR USE ANY RELATED SERVICES:
You have entered into a contract with either West Cloud (as the Hosting Company) or a third party hosting company (the “Hosting Company”) for access to and use of software licensed to the Hosting Company by West Cloud West Cloud Contact Solutions Limited (“West Cloud”). The copyright and all other right in this software and its associated media, printed materials and electronic documentation, if any (“Software”) belong to West Cloud. The Software is licensed, not sold. All rights reserved.
YOUR RIGHT TO USE THE SOFTWARE IS SUBJECT TO THE TERMS SET OUT IN THIS END USER ACCESS LICENCE AGREEMENT (“EUALA”). ACCESSING AND USING THE SOFTWARE INDICATES YOUR ACCEPTANCE OF THESE TERMS. IF YOU DO NOT AGREE TO THIS EUALA, DO NOT ACCESS OR USE THE SOFTWARE. INSTEAD, PROMPTLY CONTACT YOUR HOSTING COMPANY FOR INSTRUCTIONS. ANY ACCESS TO OR USE OF THE SOFTWARE CONSTITUTES YOUR AGREEMENT TO THIS EUALA.
NOTE: ALL SUPPORT IN RELATION TO THE HOSTED SOFTWARE SHALL BE PROVIDED BY YOUR HOSTING COMPANY.
1 Software Licence
1.1 In consideration of your agreement to the terms set out below, West Cloud grants to you a licence to use the Software upon and in conjunction with equipment that meets or exceeds the minimum requirements specified in the support section of the Software (accessed by clicking “help” within the Software) for the purpose of call recording or outbound dialling (as appropriate) only (“Licence”).
1.2 You may access and use the Software only for the number of users specified in the Licence Manager section of the Software. An additional licence fee is payable to your Hosting Company for additional users requiring access to the Software.
1.3 Except to the extent and in the circumstances mandatorily permitted by law, you must not copy, alter, modify, adapt or translate the whole or any part of the Software (including without limitation the printed materials and electronic documentation) in any way nor permit the whole or any part of the Software to be combined with or become incorporated in any other computer programs nor decompile, disassemble or reverse engineer the same nor attempt to do any such things.
1.4 You must keep control over access to and use of the Software and must effect and maintain adequate security measures to safeguard the Software from access or use by any unauthorised person.
1.5 All copyright and other intellectual property rights in the Software shall remain the property of West Cloud. You must notify West Cloud and the Hosting Company immediately if you become aware of any unauthorised access to or use of the whole or part of the Software by any person.
1.6 You may access and use the Software for your own internal business purposes only. You shall not permit any third party to access or use the Software except insofar as such use or access is authorised by West Cloud.
2 Updates and Software Support
2.1 This EUALA applies to any updates, supplements or add-on components to the Software that may be made available to you by your Hosting Company unless you accept updated terms or another agreement applies.
2.2 Product support for the Software is provided by your Hosting Company. For product support please refer to your Hosting Company’s support information provided in their documentation. Should you have any questions concerning this EUALA, or should you wish to contact West Cloud for any other reason, please refer to the address specified in the support section of the Software (accessed by clicking “help” within the Software).
3 NO WARRANTIES
3.1 NO WARRANTIES ARE GIVEN IN THIS EUALA IN RELATION TO THE SOFTWARE. ANY WARRANTIES GIVEN BY YOUR HOSTING COMPANY IN RELATION TO THE SOFTWARE ARE CONTAINED IN YOUR HOSTING COMPANY’S TERMS FOR ACCESS TO AND USE OF THE SOFTWARE.
3.2 THE EXPRESS TERMS OF THIS EUALA ARE IN LIEU OF ALL WARRANTIES, CONDITIONS, UNDERTAKINGS, TERMS AND OBLIGATIONS IMPLIED BY STATUTE, COMMON-LAW, TRADE USAGE, COURSE OF DEALING OR OTHERWISE ALL OF WHICH ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.
4.1 The Licence will continue until terminated. Without prejudice to any other rights, West Cloud or your Hosting Company may terminate this EUALA if you fail to comply with the terms and conditions of this EUALA. In such event, you must cease to exercise the Licence and destroy any copies of any printed materials relating to the Software in your possession or under your control.
4.2 The Licence will terminate without further action or notice by West Cloud if you go bankrupt, go into liquidation, suffer or make any winding up petition, make an arrangement with your creditors, have an administrator, administrative receiver or other receiver appointed or suffer or file any similar action in consequence of debt or suffer anything analogous to the above under the law of any jurisdiction.
5 EXCLUSION OF LIABILITY
YOU ACKNOWLEDGE AND AGREE THAT WEST CLOUD DOES NOT GIVE ANY WARRANTIES REGARDING THE SOFTWARE AND THAT, EXCEPT AS PROHIBITED BY LAW, WEST CLOUD WILL IN NO EVENT BE LIABLE TO YOU FOR ANY LOSS OR DAMAGE OF ANY KIND (WHETHER DIRECT OR INDIRECT) ARISING FROM YOUR USE OF OR INABILITY TO ACCESS OR USE THE SOFTWARE OR FROM ERRORS OR DEFICIENCIES IN THEM WHETHER CAUSED BY NEGLIGENCE OR OTHERWISE HOWSOEVER. WEST CLOUD SHALL NOT, WITHOUT LIMITATION, BE LIABLE FOR ANY LOSS OF PROFITS, BUSINESS, REVENUE, GOODWILL OR ANY INDIRECT OR CONSEQUENTIAL LOSS.
6.1 You may not assign or otherwise transfer the Licence (in whole or in part). You may not grant sub-licences of the Software.
6.2 No waiver by the Hosting Company or West Cloud of any breach of this EUALA by you shall be considered as a waiver of any subsequent breach of the same or any other provision. Any waiver must be in writing to be effective.
6.3 If any provision of this EUALA is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this EUALA and the remainder of the provision in question shall not be affected.
6.4 No addition to or modification of any provision of this EUALA shall be binding upon the parties unless made by a written instrument signed by a duly authorised representative of each of the parties.
6.5 This EUALA is governed by the laws of England and the English courts shall have non-exclusive jurisdiction to resolve any disputes arising as a result of or in connection with it.