T3i Group LLC whose primary office is located at 90 East Halsey Road, Suite 202, Parsippany, New Jersey 07054 (provider)
will provide individual license(s) or a site license for use of the
UC Client or Collaboration databases subject to the following terms and conditions of use.
The licenses will be valid and active for a period of 12
months. The initial date of service
will be the date on which provider receives a signed version of this contract
from the client.
All authorized users will have
unlimited access to the UC Client or Collaboration databases during the term of the
contract.
Single user license clients will
have access to the UC Client or Collaboration. Each single user
license is not to be shared. Call-in support may be offered on a fee
basis at the discretion of the T3i Group LLC.
Clients with site licenses have customized call-in support agreements.
By using the Service, client
agrees to the following terms and conditions:
All materials contained in the UC Client or Collaboration
Site are the copyrighted property of the T3i Group
LLC, unless otherwise indicated, and are protected by U.S. copyright laws and
international treaties. No material
from the UC Client or Collaboration site may be copied, reproduced, republished, uploaded,
posted, transmitted, or distributed in any way without written permission from
the T3i Group LLC, except that authorized users may
download to their computers product databases and/or selected portions of
databases for analysis, development of competitive positioning information or
other bona fide business purposes such as creating an internal or end-customer
presentation, provided that (i) they keep intact all copyright and other
proprietary notices, (ii) they make no modifications to the materials which
would cause another person to believe those modifications originated in the
UC Client or Collaboration database.
The publication of any UC Client or Collaboration material
on any other Web site or computer environment is prohibited unless written
permission is received from the T3i Group LLC.
As a purchaser of single user licenses, client and
individual license holders may not share the assigned user IDs and passwords
with any other individuals within or outside of client’s company, or in any way
enable them to access the UC Client or Collaboration database.
In the event an authorized user downloads
software from the UC Client or Collaboration Site, the software, including any files,
images incorporated in or generated by the software, and data accompanying the
software (collectively, the "Software") are licensed to client by
T3i Group LLC for the personal/business use of the user. T3i Group LLC does not transfer title to the
Software to client. Client owns the
medium on which the Software is recorded, but T3i Group LLC retains full and
complete title to the Software and all intellectual property rights
therein. Client may not sell, auction,
decompile, reverse engineer, disassemble, or otherwise reduce the Software to a
human-readable form.
PAYMENT
The
annual license fee is due in full at the beginning of the one-year subscription
period. THERE ARE NO REFUNDS OR CREDITS
FOR ANY PARTIAL-YEAR SUBSCRIPTION PERIODS.
No full or partial refunds can be made after the start of the
subscription period for any reason.
All payments must indicate T3i Group LLC as the
payee. Payments made to T3i Group LLC
may be made through a third party service.
T3i Group LLC are not liable for any monies lost during
the transaction process or non-payment issues.
The T3i Group LLC does not collect or store
any credit card information and cannot be liable for any lost or stolen credit
card numbers.
INDEMNIFICATION
Client hereby
indemnifies, defends, and hold T3i Group LLC and its affiliates and officers,
directors, owners, agents, information providers, licensors, and licensees
(collectively, the "Indemnified Parties") harmless from and against
any and all liabilities and costs (including reasonable attorneys' fees)
incurred by the Indemnified Parties in connection with any claim arising out of
any breach by client of these terms of use or claims arising from client’s
account. Client shall use best efforts
to cooperate with T3i Group LLC in the defense of any claim. T3i Group LLC reserves the right to assume
the exclusive defense and control of any matter otherwise subject to
indemnification by client.
THE MATERIALS IN
THE UC CLIENT/COLLABORATION SITE ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES
OF ANY KIND, EITHER EXPRESS OR IMPLIED.
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW,
T3i Group LLC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE AND NON-INFRINGEMENT.
T3i Group LLC DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE
MATERIALS ON THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT
DEFECTS WILL BE CORRECTED, OR THAT THE UC CLIENT/COLLABORATION SITE OR THE SERVERS THAT
MAKE SUCH MATERIALS AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL
COMPONENTS. WHILE T3i Group LLC
PERSONNEL HAVE MADE REASONABLE EFFORTS TO ENSURE ACCURACY AND QUALITY,
T3i Group LLC DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE
OR THE RESULTS OF THE USE OF THE MATERIALS ON THE UC CLIENT/COLLABORATION SITE,
INFORMATION OBTAINED THROUGH CALL-IN SERVICE OR INFORMATION CONTAINED IN THE
INSIDER NEWSLETTER IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR
OTHERWISE.
UNDER NO CIRCUMSTANCES, INCLUDING, BUT
NOT LIMITED TO, NEGLIGENCE, SHALL T3i Group LLC BE LIABLE FOR ANY DIRECT,
INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE
USE OF, OR THE INABILITY TO USE, THE UC CLIENT/COLLABORATION SITE OR MATERIALS OR
FUNCTIONS ON ANY SUCH SITE, EVEN IF
T3i Group LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL T3i Group LLC’ TOTAL
LIABILITY TO CLIENT FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN
CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE EXCEED
THE AMOUNT PAID BY CLIENT, IF ANY, OR $100 (WHICHEVER IS LESS) FOR ACCESSING OR
PARTICIPATING IN ANY ACTIVITY RELATED TO THE UC CLIENT/COLLABORATION SITE.
This Agreement contains the final and entire agreement
between the parties regarding client’s use of the Services and supersedes all
previous and contemporaneous oral or written agreements regarding client use of
the Services. Provider may discontinue
or change the services, or their availability at any time. Client may not assign its rights or
obligations under this Agreement to any other company or individual. No third party is a beneficiary of this
Agreement. Client agrees that this
Agreement, as well as any and all claims arising from this Agreement will be
governed by and construed in accordance with the laws of the State of New
Jersey, United States of America applicable to contracts made entirely within
Maryland and wholly performed in New Jersey, without regard to any conflict or
choice of law principles. The sole jurisdiction and venue for any litigation
arising out of this Agreement will be an appropriate federal or state court
located in New Jersey.
This signed
document may be returned either via fax to 856-424-1999 or via scanned e-mail
to lrafferty@telecomweb.com.
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