Mitel Networks Corporation
- 1 -
2017 v1
Strata CIX, IPedge, VIPedge, ACD, UCedge, Call Manager, IPMobility
Software EULA
22AUG2017
END USER LICENSE AGREEMENT
Strata® CIX®, IPedge®, VIPedge®, ACD, UCedge®, Call Manager, IPMobility
On June 30, 2017, Toshiba Corporation, including Toshiba America
Information Systems, Inc. (collectively “Toshiba”) transferred certain assets
and support obligations to
Mitel Networks Corporation
. Pursuant to
agreements associated with the transfer, Mitel is able to provide (i) existing
Toshiba customers and partners and (ii) new Mitel customers and partners,
access to existing Toshiba products and services.
CAREFULLY READ THE FOLLOWING AGREEMENT. INSTALLATION AND USE
OF THE SOFTWARE CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT.
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT PROMPTLY
REMOVE THE SOFTWARE AND ALL COPIES FROM YOUR SERVER. LAWFUL
USE OF THE SOFTWARE IS CONDITIONAL UPON YOUR COMPLIANCE WITH
THE TERMS OF THIS AGREEMENT.
1.0 Definitions
"Agreement" means this End User License Agreement.
"Documentation" means the end user reference and operating manuals that
MITEL and its suppliers publish relating to the Software, excluding
documentation subject to the GNU Free Documentation License or other
free documentation license that permits reproduction.
"Mitel" means Mitel Networks Corporation, on its own behalf and on behalf
of its subsidiaries, divisions, affiliates and/or other authorized entities, 350
Legget Drive, Ottawa, Ontario, Canada K2K2W7; [email protected].
“Open Source Software” means any software components which are subject
to the GNU General Public License or other open source licenses that is
provided or downloaded with the Software (which may also be identified in
one or more of the installed software directory, through a url link, on the
software kit, Documentation or applicable web site of Mitel), and any and all
copies, modifications, upgrades, enhancements and new releases made or
acquired by You. Any software components that are not expressly identified
as open source software by Mitel is Software.
"Software" means the
Strata® CIX®, IPedge®, VIPedge®, ACD, UCedge®, Call
Manager, and IPMobility
software products, all setup, installation, and
configuration software, together with any related software, such as
integration software applications, (i) downloaded by You including through
the Mitel Networks Application Management Center (the “Mitel AMC”) or
other similar Mitel service, and/or (ii) accessing cloud/hosted applications
and/or services, and includes any and all copies, modifications, updates,
upgrades, firmware, enhancements, and new releases of the Software.
Software excludes any Open Source Software.
“Software License Key” means a string of characters that must be input into
the Software when it is installed, or prior to being downloaded by You in
order to activate it for use with a specific system configuration and which
needs to be entered whenever the Software (or software accompanying the
installation) is installed, upgraded or moved to a new platform.
“Warranty Period” means ninety (90) days from the earlier of the date (a)
You purchase the license for the Software or (b) the Software is Delivered to
You. “Delivered” means, (a) for Software provided to You that is stored on
CD-ROM, DVD, portable memory stick or device, flash drive, or on any other
portable “hard” media device (“Media”), from the date on which the Media
on which the Software is stored is delivered to You, and (b) for Software that
is downloaded by You or on Your behalf from a Mitel authorized site, the
date on which the Software is downloaded.
"You" and "Your" refers to the original and first user (“user” includes a
business entity for this definition) that lawfully acquires the Software or
Documentation directly from Mitel or indirectly from Mitel through an entity
authorized Mitel.
2.0
Grant of License
2.1
Upon payment(s) of the applicable license fee or reoccurring
fees of the Software, Mitel grants to You a non-exclusive, non-
transferable license to use the Software and Documentation
solely for the following purposes:
a.1
if for server install
: to install and operate the
Software on one server only for use by: (i) the
number of managed systems for which licenses
have been paid; and (ii) the number and type of
applications and features for which application and
feature licenses have been paid;
OR/AND
a.2
if for client install
:
(i)
to install and use the Software on either a desktop
or laptop computer, including a workstation
terminal;
(ii)
to make one copy of the Software for back-up
purposes;
(iii)
to make a reasonable number of copies of the
Documentation for Your personal use; and
(iv)
only in connection with Mitel or authorized third-
party products;
OR/AND
a.3
if for virtual server install
: to install and operate a
single instance of the Software in a virtual
environment only for use by the number and type of
applications and features for which application and
feature licenses have been paid;
OR/AND
a.4
if for mobile install
:
(i)
to install and use the Software on a single supported
mobile device for which a license(s) has/have been
paid for (if required) unless otherwise permitted
differently;
(ii)
You represent and warrant that (1) the Software will
not be downloaded or used in, or transported to, a
country that is subject to a U.S. Government
embargo, or has been designated by the U.S.
Government as a 'terrorist-supporting' country, and
(2) neither You nor any user is listed on any U.S.
Government list of prohibited or restricted parties;
OR/AND
a.5
if for concurrent licenses:
(i)
You acknowledge that the concurrent license is
restricted to the number of licenses (e.g., agent
licenses) that have been purchased or contracted
for;
(ii)
to simultaneously use less than or equal to the
number of licenses that You have purchased or
contracted for; and
(iii)
if at any time Your usage exceeds the number of
purchased concurrent licenses, Mitel may consider
this a violation of its rights; You acknowledge and
accept that Mitel, in its discretion, may take
immediate action;
OR/AND
a.6
if for cloud/hosted applications and/or services:
to
access and use the Software in accordance with the
terms of Your order, which may be set forth on
additional documentation, for example, Terms of
Service, Service Order, Purchase Order, etc.
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