Terms and Conditions of Use

You can download a copy of these Terms & Conditions for further reference.

Aculab's Terms and Conditions of Service
The Aculab Cloud Customer Agreement
Version 1.8 produced on 15th November, 2017

IMPORTANT
PLEASE READ THOUROUGHLY AND CAREFULLY
THIS IS A BINDING CONTRACT

1.	Introduction

1.1	This Aculab Cloud Customer Agreement ('Agreement') is a legally binding 
contract by and between Aculab Plc, with offices at Lakeside, Bramley Road, 
Milton Keynes MK1 1PT United Kingdom ('Aculab') and You and/or, if applicable, 
the company or other legal entity You represent (collectively, 'You').

1.2	In order to use the Aculab Cloud Management Console ('Console') located 
at cloud.aculab.com and Aculab Cloud, and/or the functions, services and 
features, which Aculab Cloud provides or makes available to You ('Services') 
and which are more particularly described below, You must enrol at 
cloud.aculab.com and You must accept the terms and conditions of this 
Agreement. In order to signify Your acceptance of this Agreement, You must 
click the blue 'Sign Up' button for this Agreement. By clicking on the ‘Sign 
Up' button for this Agreement, You agree to be bound by the terms and 
conditions of this Agreement and to the revised Agreement resulting from any 
Changes that are made to this Agreement in accordance with section 2 below. If 
You are not of legal age to form a binding contract or do not have the legal 
authority to bind a company or other legal entity You represent to this 
Agreement, or if You do not agree with the terms and conditions of this 
Agreement, You must not click the ‘Sign Up' button and You shall not use the 
Console, Aculab Cloud or the Services.

1.3	When You enrol and agree to be bound by the terms and conditions of 
this Agreement, an Aculab Cloud Account ('Account') will be created for You and 
You will be provided with log-in access to the Console.

1.4	Section and paragraph headings in this Policy are for ease of use and 
cross-reference purposes only, and are not to affect the meaning or 
interpretation of this Policy.

2.	Modifications to this Agreement

2.1	Aculab reserves the right, at its sole and absolute discretion, to 
change, modify or amend ('Changes') the terms and conditions of this Agreement 
from time to time and shall do so by posting an updated version of this 
Agreement on the Console. Each successive version of this Agreement shall be 
identified by an incremental version number, which shall appear at the top of 
the document immediately below its title. Changes made to this Agreement are 
effective immediately it is published on the Console. You should review this 
Agreement frequently as it is Your responsibility to remain informed about any 
Changes that Aculab has made. Aculab may terminate this Agreement if You fail 
to accept any Changes.

3.	Term, Termination and Suspension

3.1	The term of this Agreement ('Term') shall commence once You accept this 
Agreement as provided above and this Agreement shall remain in effect until and 
unless terminated by You or Aculab in accordance with this Section 3.

3.1.1	Termination by You. Other than for Premium Accounts You may terminate 
this Agreement for any reason or no reason, at Your convenience, by 
de-enrolling from the Console using the means provided on the Console for so 
doing or by sending an email to cloud.info@aculab.com and in either case, by 
ceasing to use the Services.

3.1.1.1 Termination of Premium Accounts. If You have a Premium Account, the 
options for termination shall be set out in a Schedule to this Agreement.

3.1.2	Termination or Suspension by Aculab

3.1.2.1	Aculab may suspend Your right and license to use the Console and the 
Services or terminate this Agreement in its entirety for any reason or for no 
reason, at its discretion at any time by providing You, in advance, with thirty 
(30) days' notice in accordance with Section 18 below.

3.1.2.2	Aculab may suspend Your right and license to use the Console and the 
Services or terminate this Agreement in its entirety for cause effective as set 
out below:

3.1.2.2.1	Immediately upon Aculab's notice to You in accordance with 
Section 18 below if (i) You violate or Aculab has reason to believe that You 
have violated Aculab's Acceptable Use Policy; (ii) there is an unusual spike or 
increase in Your use of the Services for which there is reason to believe such 
use or increase in traffic is fraudulent or negatively impacting or threatening 
the operating capability of Aculab Cloud or the Services; (iii) Aculab 
determines, at its sole discretion, that its provision of the Services to You 
is prohibited by applicable law or has become impractical or unfeasible for any 
legal or regulatory reason whatsoever; (iv) required to comply with law or any 
judicial, regulatory or other governmental order or request; (v) subject to 
applicable law, upon Your liquidation, commencement of dissolution proceedings, 
admission of inability to pay debts as they mature, disposal of Your assets, 
failure to continue Your business, assignment for the benefit of creditors, 
appointment, or that of any court, of a trustee or receiver, or if You become 
the subject of a voluntary or involuntary bankruptcy or similar proceeding; or 
(vi) during  the previous six (6) months Your Account has registered zero usage 
('Non-use') of the Services, whether Free Services or Paid-for Services.

3.1.2.2.2	Immediately and without notice if You are in default of any 
payment obligation with respect to Paid-for Services for any reason, including 
if Charges are refused by any payment mechanism you have provided to Aculab.

3.1.2.2.3	Five (5) days following Aculab's notice to You in accordance 
with Section 18 below if You breach or fail to perform or observe any other 
material term or condition of this Agreement and fail, as determined by Aculab, 
at its sole discretion, to cure such breach within such five (5) -day period.

3.1.2.2.4	Aculab may, at its sole discretion: a) elect to suspend 
forthwith the provision of the SMS Outbound Service until further notice; or b) 
terminate the provision of the SMS Outbound Service in the event that: 1) You 
use the SMS Outbound Service: i) contrary to Aculab’s Acceptable Use Policy, 
including SMS Abuse; ii) for illegal purposes; iii) for any purposes not 
approved by an applicable national regulatory authority; 2) Aculab is required 
by a national regulatory authority to suspend or terminate Your use of the SMS 
Outbound Service; or 3) Aculab is unable to comply with the regulatory 
requirements of a national regulatory authority.

3.1.3	Consequences of Suspension or Termination

3.1.3.1	Upon the suspension by Aculab of Your right and license to use the 
Console or the Services, or the termination of this Agreement, Aculab shall 
cease to provide or make available to You the Console and the Services, (i) for 
the period of suspension in the case of suspension; and (ii) permanently in the 
case of termination.

3.1.3.2	Restoration by Aculab of Your right and license to use the Console or 
the Services following any suspension shall be at the sole discretion of Aculab 
and shall be dependent upon Your having rectified to the satisfaction of Aculab 
any and all cause or causes, which resulted in said suspension.

3.1.3.3	Upon the termination of this Agreement, (i) Aculab shall not take any 
action to intentionally erase any of Your data stored in Aculab Cloud through 
Your use of the Services or via the Console for a period of thirty (30) days 
after the effective date of termination; and (ii) Your retrieval of such data 
during such period shall be conditional on Your payment of applicable Charges 
and payment in full of any and all due or outstanding Charges for Paid-for 
Services, in accordance with Section 10 below, and Your compliance with any 
terms and conditions Aculab may establish with respect to such data retrieval.

3.1.3.4	Upon the suspension by Aculab of Your right and license to use the 
Console or the Services, in whole or in part, for any reason, or upon the 
termination of this Agreement, (i) Charges shall continue to accrue for any 
Paid-for Services that are still in use by You or allocated to Your use, 
including Charges in relation to national and international PSTN phone numbers 
or Direct Inward Dialling (DID [or DDI]) phone numbers ('Phone Number 
Charges'), notwithstanding the termination or suspension; and (ii) You shall 
remain liable for all Charges and any other obligations You have incurred or 
that have accrued through the date of termination or suspension with respect to 
the Services.

3.1.3.5	Upon termination of this Agreement for any reason, (i) You shall remain 
liable for all Charges and any other obligations You have incurred or that have 
accrued through the date of termination with respect to the Services; (ii) You 
shall pay to Aculab forthwith and in full any and all outstanding or due 
Charges for Paid-for Services, and in accordance with Section 10 below; (iii) 
Aculab shall not be liable to refund any Charges pre-paid or paid in advance, 
whether or not the Services for which such Charges have been paid have been 
availed of or consumed; (iv) Your right and license to use the Console or the 
Services under this Agreement shall immediately terminate; and (v) You shall 
immediately return, or if instructed so to do by Aculab, destroy all 
Confidential Information, as defined in Section 11 below, and any Materials 
then in Your possession.

3.1.4	Survival. In the event of this Agreement being terminated, this Section 
3, Sections 7, 11, 12, 14, 15, 16, 17, 18, and 19, and Sections 4 and 10 with 
respect to Charges that are accrued but unpaid at the time of termination, and 
any applicable definitions, will survive termination.

4.	Grant of Right and Licence to use Aculab Cloud, Console, Services and 
Materials

4.1	Subject to Your acceptance of and compliance with this Agreement, 
Aculab hereby grants You a limited, non-exclusive, non-transferable, 
non-sub-licensable, revocable right and license during the Term of this 
Agreement in and under its intellectual property rights, to access and use 
Aculab Cloud, the Console and the Services, solely in accordance with the terms 
and conditions of this Agreement. 

4.2	From time to time, Aculab may make available to You a variety of 
software; utilities; application programming interfaces ('APIs'); sample code; 
data; text-to-speech (‘TTS’) synthesis; automatic speech recognition 
(‘ASR’); website content; other content; specifications describing 
operational and functional capabilities, use limitations, technical and 
engineering requirements, and testing and performance criteria relevant to the 
proper use of the Services and related APIs and technology; and printed and 
electronic documentation (collectively, 'Material'), originated by and supplied 
by Aculab via Aculab's website, the Console, physical media, or by any other 
means, for which this grant of licence also applies as per the terms of this 
Agreement.

4.3	You may install, copy and use the Material, solely in connection with, 
and as necessary for Your use of the Services, in accordance with the terms and 
conditions of this Agreement. The Material is neither sold nor distributed to 
You and You shall not transfer the Material outside the scope needed for 
effective use of the Services without specific authorisation so to do.

4.4	Except as expressly authorised under this Agreement, You shall not and 
shall not attempt to, nor shall You allow any third party to or attempt to 
create derivative works from, disseminate, incorporate, delete, amend, alter, 
tamper with, modify, repair, distribute, sell, disclose, lend, transfer, 
convey, decompile, disassemble, translate, reverse compile, or reverse 
engineer, the Services, or the Material more particularly described above, or 
any component or element thereof, for any purpose, including applying any 
process or procedure to derive source code from the Material, whatsoever. You 
shall not allow any unauthorised third party to access the Console or the 
Services for any purpose whatsoever. 

4.5	Use of Marks.

4.5.1	For the purposes of and solely in accordance with the terms and 
conditions of this Agreement, Aculab hereby grants to You a limited, 
non-exclusive, non-transferable, non-sub-licensable, revocable license during 
the Term of this Agreement to display then current trade names, trademarks, 
service marks, logos, and domain names of Aculab (each, an 'Aculab Mark') for 
the purpose of promoting or advertising that You use Aculab Cloud and the 
Services. Other than as specified in this Agreement, You shall not use any 
Aculab Mark unless You obtain prior written consent from Aculab. 
Notwithstanding the above, You may not issue any press release with respect to 
Aculab Cloud, the Services or this Agreement without the prior written consent 
of Aculab. All uses of Aculab Marks and goodwill associated with such use shall 
inure to the benefit of Aculab.

4.5.2	You shall not remove, obscure, delete, amend or otherwise alter any 
legend or notice of any Aculab copyright, Aculab Mark, or other intellectual 
property or proprietary right displayed or appearing on the Console, or 
contained within the Services or the Material, or attached to the Material. You 
shall not display an Aculab Mark in a manner that implies a relationship or 
affiliation with, sponsorship, or endorsement by Aculab, use an Aculab Mark to 
disparage Aculab or its products or services, or display an Aculab Mark on a 
site that violates any law or regulation.

4.5.3	In return for the concession granted as per Section 4.5.1 above, You 
hereby grant Aculab a limited, non-exclusive, non-transferable, 
non-sub-licensable license during the Term of this Agreement to display Your 
trade names, trademarks, service marks, logos, domain names and the like for 
the purpose of promoting or advertising that You use Aculab Cloud and the 
Services.

4.5.3.1	Furthermore, Aculab may request from You testimonials and create case 
studies (collectively ‘Collateral’), for the purpose of joint marketing and 
public relations efforts that will be published on Aculab’s website and 
shared with current and potential customers, and You may not unreasonably 
withhold cooperation in producing such Collateral.

4.6	Non-exclusive Rights. Nothing in this Agreement shall prevent or hinder 
Aculab from developing or appointing third parties to develop or integrate 
products or services that compete with Your Application and Your Content.

5.	The Services

5.1	Free Services. Free Services shall be those Services, which Aculab 
lists on the respective Charges detail pages on the Console as being free to 
use on the basis described therein and, which Aculab makes available to You via 
your access to the Console and the Services. Free Services expressly excludes 
any Paid-for Services.

5.2	Paid-for Services. Paid-for Services shall include those Services, 
which Aculab lists on the respective Charges detail pages on the Console as 
being available to use on a chargeable basis as described therein and, which 
Aculab makes available to You via your access to the Console and the Services. 
Paid-for Services for which Charges are payable can include Subscription 
Charges, Platform Charges, Data Storage Charges, PSTN Phone Number Charges, DID 
Phone Number Charges, and Outbound Call Charges. Paid-for Services also include 
those for which Aculab specifically provides a separate customer service 
agreement, including but not limited to chargeable forms of professional 
services or support. 
 
6.	Terms of Service

6.1	You shall not access or use the Console or the Services in a way 
intended to avoid Your obligations under this Agreement.

6.2	You may write a software application or website (an 'Application') that 
uses the Material and interfaces with the Services. You acknowledge that Aculab 
may add new functions or features to the Services and change, deprecate or 
republish APIs from time to time, and that it is Your responsibility to ensure 
that calls, messages or requests You make to or via the Services are compatible 
with then current APIs for the Services. Aculab will make a reasonable attempt 
to inform You of any changes via the Console in order for You to make any 
corresponding changes to Your Application, but Aculab shall be under no 
obligation so to do.

6.3	Unless explicitly stated otherwise, the Services shall also include any 
new functions or features provided by Aculab that augment or enhance prior 
existing Services.

6.4	You shall comply with the current technical documentation applicable to 
the Services, including the applicable developer guides, as posted and updated 
by Aculab from time to time and made available via the Console.

6.5	Provided that You comply with the terms of this Agreement and Aculab's 
Acceptable Use Policy, You may use the Services in connection with Applications 
built, developed, created, owned or lawfully obtained by You. You shall be held 
solely responsible for the performance and impact of Your Applications, 
including, without limitation, any audio, data, text, short message service 
(SMS) message, images or other content that is owned, licensed or lawfully 
obtained by You (collectively, 'Content') and therein contained or thereby 
delivered. You may enable access to and use of Your Applications, including any 
Content therein contained or thereby delivered, by your end users in accordance 
with the terms of this Agreement and You shall be responsible for all end user 
terms and conditions applicable to Your Applications and Your Content. 

6.6	You shall only use the Console and the Services to store, retrieve, 
query and serve Your Content, and/or to execute Your Applications.

6.7	Your Applications may make network calls or requests to the Services, 
or may receive or make phone calls via the Services, or may send or receive SMS 
messages, as per the terms of this Agreement and at any time that the Services 
are available, provided that those requests do not violate the terms of 
Aculab's Acceptable Use Policy, included herein as Schedule 1, or the terms of 
this Agreement.

6.7.1	You acknowledge that Aculab may temporarily store and retain audio 
recordings of speech data made for the purpose of inputting such data to an ASR 
engine and subsequently providing Your Applications with an ASR result as part 
of the function of Your Applications following a call or request to the 
applicable Services. You further acknowledge that such recordings may contain 
passages of speech from conversations between users of Your Applications.

6.7.2 You acknowledge that Aculab may temporarily store recordings of audio 
data made for the purpose of training and improving the accuracy and 
performance of applicable Services, such as its ASR engine and live speaker or 
answering machine detection. You further acknowledge that such recordings may 
contain passages of machine generated speech, machine reproduced speech or 
human speech utterances made in response to the execution of Your Applications.

6.7.3 Aculab shall not under any circumstances rent, sell, share or provide 
copies of such audio recordings to any third party whatsoever. In any event, 
Aculab shall cease to store and retain each such audio recording through 
deleting or destroying it by permanent erasure after a period not to exceed 
twenty-eight (28) days from the date the recording was made.

6.8	You may elect to use Paid-for Services, but You are under no obligation 
so to do. By electing to use any Paid-for Services and changing the status of 
your Account from that of Development Account to Production Account or Premium 
Account, You agree to pay the applicable Charges and as set forth in Section 10.

6.9	Non-use of Free Services shall mean zero activity visible on Your 
Account, including zero log-ins using Your Credentials and zero traffic 
originating from or terminating upon Your Applications.

6.10	You acknowledge that You will not be able to use PSTN Phone Numbers or 
PSTN DID Phone Numbers (‘Phone Numbers’) associated with your Account for 
calls using the Services until such time as the numbers have been set up and 
enabled for Your use following Your request to obtain such numbers, and that, 
prior to the date on which such Phone Numbers are available on which to make or 
take calls, such date to be known as the Service Date on a per Phone Number 
basis, You shall change the status of your Account from that of Development 
Account to Production Account or Premium Account in order to be able to make 
outbound (or outgoing) calls to Phone Numbers or receive inbound (or incoming) 
calls on Phone Numbers.

6.10.1 You shall comply with the following in relation to your purchase and use 
of Phone Numbers: i) You shall not give notice to terminate a Phone Number 
within three (3) months of the Service Date of such Phone Number (the 
‘Minimum Period’); ii) following the expiry of the Minimum Period, You may 
give Aculab thirty (30) days notice of your intention to terminate a Phone 
Number; and iii) should you discontinue use of a Phone Number within the 
Minimum Period, You acknowledge that You shall remain liable to pay Aculab for 
such Phone Number until the earlier of the following: a) the expiry of a thirty 
(30) day notice period immediately following the Minimum Period, provided that 
You have given Aculab notice of your intention to terminate such Phone Number; 
or b) the payment by You to Aculab of an Early Termination Fee, which shall be 
equivalent to three (3) months of Charges in respect of such Phone Number, 
following a request by You for such early termination in relation to such Phone 
Number.

6.11	You acknowledge that You will not be able to use SMS short codes 
associated with your Account for SMS messages using the Services until such 
time as the short codes have been set up and enabled for Your use following 
Your request to obtain such short codes, and that You shall change the status 
of your Account from that of Development Account to Production Account or 
Premium Account in order to send or receive SMS messages.

6.12	You shall be personally responsible for all traffic originating from 
Your Applications using the security credentials associated with Your Account 
('Credentials') to log in and access the Console and the Services. You shall be 
fully responsible for all activities that occur under Your Credentials, 
regardless of whether such activities are undertaken by You or by a third 
party, and all actions taken using Your Credentials shall be deemed to be 
actions taken by You. It is Your responsibility to protect Your Credentials and 
You may not sell, transfer or sublicense Your Credentials to any other party. 
Credentials are issued on the basis of one Account per email address, which 
email address shall be that used to enrol for access to the Console and the 
Services when You agreed to be bound by the terms and conditions of this 
Agreement.

6.13	You shall provide information or other materials related to Your 
Applications and Your Content (including copies of any client applications) as 
reasonably requested by Aculab in order to verify Your compliance with this 
Agreement. Aculab may monitor the external interfaces (e.g., ports) of Your 
Applications and Your Content to verify Your compliance with this Agreement. 
You shall not block or interfere with Aculab's monitoring, but You may use 
encryption technology or firewalls to help keep Your Applications and Your 
Content confidential. You shall reasonably cooperate with Aculab to identify 
the source of any problem with the Console or the Services that Aculab 
reasonably believes may be attributable to Your Applications and Your Content 
or any end user materials that You control.
 
7.	Acceptable Use Policy

7.1	You only may use the Console and the Services in accordance with 
Aculab's Acceptable Use Policy, included herein as Schedule 1, and the 
applicable Service Terms.

8.	Downtime and Service Suspensions

8.1	In addition to Aculab's rights to terminate this Agreement or suspend 
your rights to use the Console and the Services as described in Sections 3 and 
4 above, You acknowledge that, (i) Your access to and use of the Console and 
the Services may be suspended for the duration of any unanticipated or 
unscheduled downtime or unavailability of any portion or all of the Console and 
the Services for any reason, including as a result of power outages, system 
failures or other interruptions; and (ii) Aculab shall also be entitled, 
without any liability to You, to suspend access to any portion or all of the 
Console or the Services at any time: (a) for scheduled downtime to permit 
Aculab to conduct maintenance or make modifications to any of the Services; (b) 
in the event of a denial of service attack or other attack on the Console or 
the Services or other event that Aculab determines, at its sole discretion, may 
create a risk to the Console or the applicable Services, to You or to any of 
Aculab's other customers if the Services were not suspended; or (c) in the 
event that Aculab determines that any of the Services are prohibited by 
applicable law or Aculab otherwise determines that it is necessary or prudent 
to do so for legal or regulatory reasons (collectively, 'Service Suspensions'). 

8.2	Without limitation to Section 14, Aculab shall have no liability 
whatsoever for any damage, liabilities, losses (including any loss of data or 
profits) or any other consequences that You may incur as a result of any 
Service Suspension. Aculab will endeavour to provide You with notice of any 
Service Suspension in accordance with Section 18 below, but shall have no 
liability so to do. Aculab may post updates regarding resumption of Services 
following any Service Suspension, but shall have no liability for the manner in 
which such updates are posted or if Aculab fails to post such updates.

9.	Security

9.1	Aculab will endeavour to keep Your Content secure, but does not 
guarantee that it will be successful at so doing. Accordingly, You acknowledge 
that You bear sole responsibility for adequate security, protection and backup 
of Your Content and Applications. Aculab strongly encourages You, where 
available and appropriate, to use encryption technology to protect Your Content 
from unauthorised access and routinely archive Your Content. Without limitation 
to Section 14, Aculab shall have no liability to You for any unauthorised 
access or use, corruption, deletion, destruction or loss of any of Your Content 
or Applications.
 
10.	Service Charges and Payment

10.1	Service Charges ('Charges') are payable for Paid-for Services.
10.2	In consideration of Your use of any Paid-for Services, You shall pay 
all applicable Charges for such Paid-for Services in the amounts set forth on 
the respective Charges detail pages on the Console appropriate to the 
applicable Paid-for Services and according to Your usage of the Paid-for 
Services.

10.3	Aculab may, at its sole discretion, (i) increase or decrease the 
Charges for any existing Paid-for Services; (ii) introduce new Paid-for 
Services; (iii) implement Charges for any Services previously offered free of 
charge as Free Services, in which case such Services will thereafter be deemed 
Paid-for Services; or (iv) cease Charges for certain Paid-for Services, in 
which case such Paid-for Services will thereafter be deemed Free Services.

10.4	Aculab may provide notice in advance of changes to Charges and such 
notice may be posted on the Console on the respective Charges detail page for 
the applicable Services. You shall be responsible for checking the Console 
regularly to remain informed about the applicable amounts and effective dates 
of any changes or new Charges. 

10.5	All Charges are listed exclusive of applicable taxes and duties, 
including, without limitation, VAT and applicable sales tax. You shall provide 
such information to Aculab as is reasonably required to determine whether 
Aculab is obligated to collect VAT from You.

10.6	Payment. Aculab shall specify the manner in which You shall pay any 
Charges and any such payment shall be subject to Aculab's general accounts 
receivable policies from time to time in effect. All amounts payable by You 
under this Agreement shall be made without setoff or counterclaim and without 
deduction or withholding. If any deduction or withholding is required by 
applicable law, You shall notify Aculab as per the procedures identified in 
Section 18 and shall pay such additional amounts to Aculab as necessary to 
ensure that the net amount that Aculab receives, after such deduction and 
withholding, equals the amount Aculab would have received if no such deduction 
or withholding had been required. Additionally, You shall provide Aculab with 
documentation that the withholding and deducted amounts have been paid to the 
relevant taxing authority. If payment is not made on the due days or otherwise 
Aculab’s terms are not complied with, Aculab may at its absolute discretion 
suspend Your access to the Console, and Your use of Aculab Cloud and the 
Services, and may, without notice, charge interest from the due date on moneys 
outstanding on a per diem basis at the rate of four (4) percent over the base 
lending rate from time to time of Barclays Bank plc. No time or indulgence 
allowed by Aculab shall prejudice any contractual right or remedy of Aculab’s 
in the matter of payment of Charges or monies due.

10.6.1 Billing for Premium Accounts

10.6.1.1 For Premium Accounts where Your regular monthly use of Paid-for 
Services is anticipated to meet or exceed an amount (‘Agreed Amount’), 
documented in a Schedule to this Agreement, Aculab shall grant credit terms and 
invoice You monthly in arrears according to Your use of Paid-for Services. 
Payment shall be due and must be made within thirty (30) days of date of 
invoice and in accordance with clause 10. 

10.6.1.2 To qualify for credit terms and invoicing monthly in arrears, You 
shall accept that a minimum Term (the ‘Schedule Term’), documented in a 
Schedule to this Agreement, be in force between You and Aculab (‘the 
Parties’), whereby such Schedule Term shall commence on a date to be agreed 
between the Parties, and that such Schedule Term shall automatically renew for 
additional Schedule Term periods (each a ‘Renewal Term’) unless one of the 
Parties provides notice of non-renewal no less than an agreed number of  days, 
documented in a Schedule to this Agreement, prior to the end of a Renewal Term.

10.6.1.3 For Premium Accounts where, notwithstanding actual use, You have 
agreed to pay at least a minimum monthly amount (the ‘Minimum Commitment’), 
documented in a Schedule to this Agreement, for the use of Paid-for Services, 
and Your actual use in any one month subsequent to the applicability of such a 
Schedule fails to meet or exceed such Minimum Commitment, Aculab shall invoice 
You an amount equal to the Minimum Commitment for each such month and in 
arrears. Payment shall be due and must be made within thirty (30) days of date 
of invoice and in accordance with clause 10. 

10.7	You shall be solely responsible for the payment of all Charges 
associated with the use of Paid-for Services incurred through the use of Your 
Credentials. 

11.	Confidentiality

11.1	Use and Disclosure. You shall not disclose Aculab Confidential 
Information during the Term or at any time during the three (3) year period 
following the end of the Term. As used in this Agreement, 'Aculab Confidential 
Information' means all non-public information disclosed by Aculab, its business 
partners or its or their respective agents or contractors that is designated as 
confidential or that, given the nature of the information or circumstances 
surrounding its disclosure, reasonably should be understood to be confidential. 
Aculab Confidential Information includes, without limitation, (i) non-public 
information relating to Aculab's or its business partners' technology, 
customers, business plans, promotional and marketing activities, finances and 
other business affairs (including, but not limited to, any information about or 
involving one of its so-called beta tests or a beta test product that You 
obtain as a result of Your participation in such beta test), (ii) third-party 
information that Aculab is obligated to keep confidential, and (iii) the 
nature, content and existence of any discussions or negotiations between You 
and Aculab. Aculab Confidential Information does not include any information 
described in Section 11.2 or any information that You are required to disclose 
by law.

11.2	Excluded Information. Notwithstanding any other provision in this 
Agreement, You shall not have any confidentiality obligation to Aculab under 
Section 11.1 above, with respect to any information provided or made available 
by Aculab hereunder, and Aculab shall not have any confidentiality or non-use 
obligation to You hereunder with respect to any information, software 
application, data or content provided or made available by You hereunder that: 
(i) is rightfully in the public domain other than by a breach of this 
Agreement; (ii) can be shown by documentation to have been known to the 
Receiving Party at the time of its receipt from the Disclosing Party; (iii) is 
rightfully known to the Receiving Party without any limitation on use or 
disclosure prior to its receipt from the Disclosing Party; (iv) is received 
from a third party without any obligation of confidentiality or from a third 
party who did not acquire or disclose the same by a wrongful or tortious act; 
or (v) can be shown by documentation to have been independently developed by 
the Receiving Party.

11.3	Conflict with Separate Non-Disclosure Agreement. If You and Aculab are 
parties to a separate non-disclosure agreement and there is a conflict between 
the terms of such an agreement and the terms of this Section 11, the terms of 
the separate non-disclosure agreement shall prevail.

12.	Intellectual Property

12.1	Rights and Title 

12.1.1	Other than the limited use and access rights and licenses expressly set 
forth in this Agreement, all title, ownership, interest, copyrights, patents, 
trademarks, trade secrets, intellectual property rights, mask work protection 
rights, proprietary rights, and all other rights (collectively, 'Rights and 
Title'), in and to: (i) Aculab Cloud; (ii) the Console; (iii) the Services; 
(iv) the Material and all copies of the Material in any form whatsoever; (v) 
Aculab Marks; and (vi) any other technology, software, functions, content, 
images, materials, and other data or information that Aculab provides or uses 
to provide the Services and the Materials (collectively from (i) to (vi), 
'Aculab's Products'), shall remain with Aculab and in no circumstances shall 
any licence or Rights and Title in Aculab's Products be expressly or by 
implication conferred upon or acquired by You or any third party.

12.1.2	Other than the rights and interests expressly set forth in this 
Agreement, and excluding the Materials and works derived from the Materials, 
You reserve all right, title and interest, including all intellectual property 
and proprietary rights, in and to Your Applications and Your Content.

12.2	Disclosure. Other than as necessary to provide the Services to you, 
Aculab shall not disclose Your Content except, (i) if such disclosure is 
expressly authorised by You in connection with Your use of the Services; or 
(ii) to comply with this Agreement, the request of a governmental or regulatory 
body, or subpoenas or court orders.

12.3	Feedback and Communications. In the event You elect, in connection with 
any of the Services, to communicate to Aculab suggestions for improvements to 
Aculab's Products (collectively, 'Feedback'), Aculab shall own all right, 
title, and interest in and to the Feedback, even if You have designated the 
Feedback as confidential, and Aculab shall be entitled to use the Feedback 
without restriction. Furthermore, any other information or content You post or 
provide to Aculab via comments, forums, emails and the like (collectively, 
'Communications') shall be considered the property of Aculab. You hereby 
irrevocably assign all right, title and interest in and to the Feedback and 
Communications to Aculab and agree to provide Aculab with such assistance as it 
may require to document, perfect and maintain its rights to the Feedback and 
Communications.

12.4	Non-Assertion. During and after the Term of this Agreement, with 
respect to any of the Services that You elect to use, You will not assert, nor 
will You authorise, assist, or encourage any third party to assert, against 
Aculab or any of its customers, end users, vendors, business partners 
(including third party sellers on websites operated by or on behalf of Aculab), 
licensors, sub-licensees or transferees, any patent infringement or other 
intellectual property infringement claim with respect to such Services.

13.	Force Majeure

13.1	Aculab shall have no liability to You whatsoever for damages due to 
fire; explosion; lightning; pest damage; power surges or failures; strikes or 
labour disputes; water; acts of God; the elements; war; civil disturbances, 
acts of civil or military authorities or the public enemy; inability to secure 
raw materials, products or transportation facilities; fuel or energy shortages; 
acts or omissions of communications carriers; or other causes beyond such 
party's control, whether or not similar to the foregoing.

14.	Representations and Warranties; Disclaimers; Limitations of Liability

14.1	Use. You represent and warrant that You will not use Aculab's Products, 
Your Application or Your Content in a manner that violates Aculab's Acceptable 
Use Policy. Notwithstanding that Aculab does not assume the duty or obligation 
to monitor any materials created, posted or uploaded by You or any third 
parties, Aculab reserves the right, in its sole and absolute discretion, to 
monitor any and all materials posted or uploaded by You or any third parties at 
any time without prior notice to ensure that they conform to any usage 
guidelines or policies (including Aculab's Acceptable Use Policy) relating to 
the Console or the Services.

14.2	Applications and Content. You represent and warrant that, (i) You are 
solely responsible for the development, operation, and maintenance of Your 
Application and for Your Content, including without limitation, the accuracy, 
appropriateness and completeness of Your Content and all product related 
materials and descriptions; (ii) that You have the necessary rights and 
licenses, consents, permissions, waivers and releases to use and display Your 
Application and Your Content; (iii) neither Your Application nor Your Content 
(a) violates, misappropriates or infringes any rights of Aculab or any third 
party, (b) constitutes defamation, invasion of privacy or publicity, or 
otherwise violates any rights of any third party, or (c) is designed for use in 
any illegal activity or promotes illegal activities, including, without 
limitation, in a manner that might be libellous or defamatory or otherwise 
malicious, illegal or harmful to any person or entity, or discriminatory based 
on race, creed, sex, religion, nationality, disability, sexual orientation, or 
age; (iv) neither Your Application nor Your Content contains any unauthorised 
data, malware, viruses, Trojan horses, spyware, worms, or other malicious or 
harmful code (collectively 'Harmful Components'); and (v) to the extent to 
which You use any of the Aculab Marks, that You will conduct Your business in a 
professional manner and in a way that reflects favourably on the goodwill and 
reputation of Aculab. You also represent and warrant that You are responsible 
for any charges incurred by virtue of Your use of the Application, whether the 
Application acted in error or otherwise.

14.3	Phone Numbers. You further agree that You understand that You may use 
any phone number (including any previously provisioned direct inward toll free 
numbers or vanity numbers) assigned or ported in to Your Account and Aculab 
shall not interfere with Your right to port that number away so long as Your 
Account is in good standing and that You provide appropriate supporting 
documentation in accordance with common industry standards for porting such 
number away from Aculab; provided, however, that if Your Account has closed, 
suspended or lapsed for any other reason (including termination of this 
Agreement) and You have not reactivated Your Account or rectified such status 
within sixty (60) days after the earliest to occur of such event, then at the 
end of such sixty- (60) day period Aculab will immediately assume ownership of 
any phone numbers and reserves the right to give any of those numbers to other 
customers, and Your portability rights will be lost. During such sixty- (60) 
day period, You shall retain the exclusive right to port phone numbers 
associated with Your Account away from Aculab and You shall remain liable for 
all Charges, including Phone Number Charges, in connection with phone numbers 
associated with Your Account.

14.4	Laws and Regulations. You represent and warrant that You will abide by 
all applicable local, state, county, national, country, foreign and 
international laws and regulations and that You will be solely responsible for 
all acts or omissions that occur under Your Account or Credentials, and Your 
Applications and Your Content and Your use of the Console and the Services.

14.5	Public Software and Feedback. You represent and warrant that without 
Aculab's express written consent You will not use, and will not authorise any 
third party to use, any Public Software (as defined in Section 14.5.1 below) in 
connection with the Services in any manner that requires, pursuant to the 
license applicable to such Public Software, that any of Aculab's Products be 
(i) disclosed or distributed in source code form, (ii) made available free of 
charge to recipients, or (iii) modifiable without restriction by recipients. 
With respect to any Feedback, You represent and warrant that such Feedback, in 
whole or in part, contributed by or through You (a) is legally distributable by 
You, either because You own the copyright or because You have fully complied 
with any copyright terms associated with the software or content, (b) contains 
no third party software or any software that may be considered Public Software 
and (c) does not violate, misappropriate or infringe any intellectual property 
rights of any third party. 

14.5.1	Public Software means any software, documentation or other material 
that contains, or is derived (in whole or in part) from, any software, 
documentation or other material that is distributed as free software, open 
source software (e.g., Linux) or similar licensing or distribution models, 
including, but not limited to software, documentation or other material 
licensed or distributed under any of the following licenses or distribution 
models, or licenses or distribution models similar to any of the following: (i) 
GNU's General Public License (GPL); the Lesser/Library GPL (LGPL); the Free 
Documentation License; (ii) The Artistic License (e.g., PERL); (iii) the 
Mozilla Public License; (iv) the Netscape Public License; (v) the Sun Community 
Source License (SCSL); (vi) the Sun Industry Standards License (SISL); (vii) 
the BSD License; or (viii) the Apache License.

14.6	Authorization and Account Information. You represent and warrant that, 
(i) the information You provide in connection with Your enrolment for the 
Console and the Services is accurate and complete; (ii) if You are registering 
for access to the Console and the Services as an individual, that You are at 
least eighteen (18) years of age and have the legal capacity to enter into this 
Agreement; and (iii) if You are enrolling for the Console and the Services as 
an entity or organisation, (a) You are duly authorised to do business in the 
jurisdiction, country or countries in which or where You operate, (b) the 
individual clicking 'Accept' on this Agreement and completing the enrolment for 
access to the Console and the Services meets the requirements of subsection 
(ii) above and is an authorised representative of Your entity, and (c) Your 
employees, officers, representatives and other agents accessing the Console and 
the Services are duly authorised to access the Console and the Services and to 
legally bind You to this Agreement and all transactions conducted under Your 
Account.

14.7	Disclaimers. ACULAB'S PRODUCTS AS PROVIDED BY ACULAB OR ITS LICENSORS 
ARE PROVIDED 'AS IS'. ACULAB AND ITS LICENSORS MAKE NO REPRESENTATIONS OR 
WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH 
RESPECT TO ACULAB'S PRODUCTS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE 
LAW, ACULAB AND ITS LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING, WITHOUT 
LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, 
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT, AND 
ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. ACULAB 
AND ITS LICENSORS DOES/DO NOT WARRANT THAT ACULAB'S PRODUCTS WILL, (i) FUNCTION 
AS DESCRIBED; (ii) BE UNINTERRUPTED OR ERROR FREE OR FREE OF HARMFUL 
COMPONENTS; OR THAT (a) THE CONTENT OR DATA YOU STORE WITHIN ACULAB'S PRODUCTS 
WILL BE SECURE; (b) SAFE FROM UNAUTHORISED ACCESS; OR (c) NOT OTHERWISE 
ALTERED, DELETED, LOST, DAMAGED OR DESTROYED. ACULAB AND ITS LICENSORS SHALL 
NOT BE RESPONSIBLE FOR ANY INTERRUPTIONS TO ACULAB'S PRODUCTS, INCLUDING, 
WITHOUT LIMITATION, POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS. NO 
ADVICE OR INFORMATION OBTAINED BY YOU FROM ACULAB OR FROM ANY THIRD PARTY OR 
THROUGH ACULAB'S PRODUCTS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN 
THIS AGREEMENT.

14.8	Your Applications and Your Content are Your Responsibility. In addition 
to the foregoing, Aculab specifically disclaims all liability, and You shall be 
solely responsible for the development, operation, access to and maintenance of 
Your Application and Your Content, and for all materials that appear on or 
within Your Application and Your Content and You agree that You shall, without 
limitation, be solely responsible for:

14.8.1	The technical operation of Your Application and all related equipment;

14.8.2	The accuracy and appropriateness of any materials posted on or within 
Your Application or Your Content (including but not limited to any product 
related materials);

14.8.3	Ensuring that Your Application accurately and adequately discloses, 
either through a privacy policy or otherwise, how You collect, use, store, and 
disclose data collected from visitors, including, where applicable, that third 
parties (including advertisers) may serve content and/or advertisements and 
collect information directly from visitors and may place or recognise cookies 
on visitors' browsers; and

14.8.4	Any of Your users' or customers' claims relating to Your Application or 
Your Content or any Services utilised in connection with Your Application.
14.9	Website Links. Aculab's Websites, the Management Console and/or the 
Services may contain links to Websites that are not under Aculab's control 
('Third Party Sites'). Aculab is not responsible for the contents or 
functionality of any Third Party Sites or any Website that can be accessed via 
links on any Third Party Site. Aculab provides such links to You as a 
convenience and the inclusion of any such links does not constitute or imply 
Aculab's endorsement or validation of any Third Party Site.
14.10	Limitations of Liability. NEITHER ACULAB NOR ANY OF ITS LICENSORS SHALL 
BE LIABLE TO YOU IN ANY MANNER WHATSOEVER FOR ANY DIRECT, INDIRECT, INCIDENTAL, 
SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT 
LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER LOSSES, 
EVEN IF ACULAB HAS OR HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN 
CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES 
RESULTING FROM, (i) THE USE OR THE INABILITY TO USE ACULAB'S PRODUCTS; (ii) THE 
COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (iii) CORRUPTION, 
DELETION, OR DESTRUCTION OF DATA OR YOUR CONTENT; OR (iv) UNAUTHORISED ACCESS 
TO OR ALTERATION OF YOUR APPLICATIONS AND/OR YOUR CONTENT. IN ANY CASE, 
ACULAB'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE 
AMOUNT ACTUALLY PAID BY YOU TO ACULAB HEREUNDER FOR THE SERVICES. SOME 
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE 
LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. 
ACCORDINGLY, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY 
TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

14.11	Emergency Services. ACULAB CLOUD, THE CONSOLE AND THE SERVICES DO NOT 
AND ARE NOT INTENDED TO SUPPORT OR CARRY EMERGENCY CALLS TO ANY EMERGENCY 
SERVICES. 'EMERGENCY SERVICES' SHALL MEAN SERVICES THAT ALLOW A USER TO CONNECT 
WITH EMERGENCY SERVICES PERSONNEL OR PUBLIC SAFETY ANSWERING POINTS SUCH AS 
999, 112, 911, E9-1-1, OR NG9-1-1 SERVICES. NEITHER ACULAB NOR ITS OFFICERS, 
EMPLOYEES OR AFFILIATES MAY BE HELD LIABLE WHETHER IN CONTRACT, WARRANTY, TORT 
(INCLUDING NEGLIGENCE), OR ANY OTHER FORM OF LIABILITY FOR ANY CLAIM, DAMAGE, 
OR LOSS (AND YOU HEREBY WAIVE ANY AND ALL SUCH CLAIMS OR CAUSES OF ACTION), 
ARISING FROM OR RELATING TO YOUR INABILITY TO USE ACULAB'S PRODUCTS TO CONTACT 
ANY EMERGENCY SERVICES, OR YOUR FAILURE TO MAKE ADDITIONAL ARRANGEMENTS TO 
ACCESS EMERGENCY SERVICES.

14.12	Third Party Materials. Certain content, products, and services 
available via Aculab's Websites, the Management Console or the Services (or 
links contained therein) may include materials, software, plug-ins, 
applications and other resources from third parties and access to third party 
websites (collectively 'Third Party Materials'). You acknowledge and agree that 
Aculab is not responsible for examining or evaluating the content or accuracy 
of any such Third Party Materials and that Aculab does not warrant or endorse 
and does not assume (and will not have) any liability or responsibility for any 
Third Party Materials or any damage or loss resulting therefrom. The 
availability of Third Party Materials is provided solely as a convenience to 
You. You agree that you must evaluate, and bear all risks associated with, the 
use of any Third Party Materials, including any reliance on the accuracy, 
completeness, or usefulness thereof.

15.	Indemnification

15.1	General. You agree to indemnify, defend and hold Aculab, its affiliates 
and licensors, each of its and its affiliates' and licensors' business partners 
(including third party sellers on websites operated by or on behalf of Aculab) 
and each of its and its affiliates' and licensors' respective employees, 
officers, directors and representatives, harmless from and against any and all 
corresponding claims, losses, damages, liabilities, judgments, penalties, 
fines, settlements, costs and expenses, including reasonable legal fees, 
arising out of or in connection with any claim arising out of (i) Your use of 
any of Aculab's Products in a manner not authorised by this Agreement; and/or 
(ii) Your violation of any of the applicable restrictions and/or the Acceptable 
Use Policy; and/or (iii) applicable law; and/or (iv) Your Application; and/or 
(v) Your Content; and/or (vi) the combination of Your Application and Content 
with other applications, content or processes; and/or (vii) Your infringement 
or misappropriation of any third party patent, copyright, trademark, trade 
secret or other intellectual property rights; and/or (viii) Your use, 
development, design, manufacture, production, advertising, promotion and/or 
marketing of Your Application and/or Content; (ix) Your violation of any term 
or condition of this Agreement and/or any of its included schedules, 
incorporated notices, incorporated statements, or incorporated policies, 
including without limitation, your representations and warranties; and/or (x) 
You or Your employees' or personnel's negligence or wilful misconduct.

15.2	Notification. Aculab agrees to promptly notify You of any claim subject 
to indemnification, provided that Aculab's failure to promptly notify You shall 
not affect Your obligations hereunder except to the extent that Aculab's 
failure to promptly notify You delays or prejudices Your ability to defend the 
claim. At Aculab's option, You will have the right to defend against any such 
claim with counsel of Your own choosing, subject to Aculab's written consent, 
and to settle such claim as You deem appropriate, provided that You shall not 
enter into any settlement without Aculab's prior written consent and provided 
that Aculab may, at any time, elect to take over control of the defence and 
settlement of the claim.

16.	Import and Export Compliance and Restrictions

16.1	You shall, in connection with Your use of Aculab's Products, comply 
with all applicable import, export and re-export control laws and regulations 
of any country or region, including the U.S. Export Administration Regulations, 
the U.S. International Traffic in Arms Regulations, Council Regulation (EC) No 
428/2009 on the control of exports of dual-use items and technology, such as 
but not limited to those including strong encryption techniques, and 
country-specific economic sanctions programs or embargoes adopted against 
countries or individuals under any applicable national or international 
legislation, including any measures implemented by the United Kingdom, the 
European Union, the European Commission, countries covered by the Community 
General Export Authorisation ('CGEA'), or the U.S. Office of Foreign Assets 
Control.
 
17.	Disputes

17.1	Notwithstanding anything to the contrary, Aculab may seek injunctive or 
other relief in any court of competent jurisdiction for any actual or alleged 
infringement of Aculab's or any third party's intellectual property rights 
and/or proprietary rights. Any dispute relating in any way to Your use of 
Aculab's Products, shall be adjudicated in any court of competent jurisdiction 
in England, and You consent to exclusive jurisdiction and venue in such courts. 
You further acknowledge that Aculab's rights in Aculab's Products are of a 
special, unique and extraordinary character, giving them peculiar value, the 
loss of which cannot be readily estimated and may not be adequately compensated 
for in monetary damages.

17.2	Applicable Law. By using Aculab's Products, You agree that the laws of 
England, without regard to principles of conflicts of laws, will govern this 
Agreement and any dispute of any sort that might arise between You and Aculab.

18.	Notices

18.1	Notices made by Aculab. Except as otherwise set forth herein, notices 
made by Aculab to You under this Agreement that affect Aculab's customers 
generally (for example, notices of updated fees, etc.) will be posted on the 
Console. Notices made by Aculab under this Agreement for You or Your Account 
specifically (for example, notices of breach and/or suspension) will be 
provided to You via a notification message displayed on Your Account page or 
via the email address provided to Aculab when You enrolled for access to the 
Console and the Services. 

18.2	Your email address. It is Your responsibility to keep Your email 
address and other contact information for Your Account current and to maintain 
the accuracy of such information. You will be deemed to have received any email 
sent to Your email address, upon Aculab's sending of the email, whether or not 
You actually received the email.

18.3	Notices made by You. For notices made by You to Aculab under this 
Agreement and for questions regarding this Agreement or the Console and the 
Services, You may contact Aculab as follows: by prepaid mail at Aculab Plc., 
Lakeside, Bramley Road, Milton Keynes. Bedfordshire. MK1 1PT. United Kingdom., 
or by contacting Aculab at cloud.info@aculab.com 

18.4	Language. All communications and notices to be made or given pursuant 
to this Agreement shall be in the English language.
 
19.	Miscellaneous Provisions

19.1	Responsibility. If You authorise, assist, encourage or facilitate 
another person or entity to take any action related to the subject matter of 
this Agreement, You shall be deemed to have taken the action Yourself.

19.2	Severability. If any portion of this Agreement is held by a court of 
competent jurisdiction to be invalid or unenforceable, the remaining portions 
of this Agreement will remain in full force and effect, and any invalid or 
unenforceable portions shall be construed in a manner that most closely 
reflects the effect and intent of the original language. If such construction 
is not possible, the provision will be severed from this Agreement, and the 
rest of the Agreement shall remain in full force and effect.

19.3	Waivers. The failure by Aculab to enforce any provision of this 
Agreement shall in no way be construed to be a present or future waiver of such 
provision nor in any way affect Aculab's right to enforce such provision 
thereafter. All waivers by Aculab must be in writing to be effective.

19.4	Successors and Assigns. This Agreement will be binding upon, and inure 
to the benefit of the parties and their respective successors and assigns.

19.5	Entire Agreement. This Agreement includes any Schedules attached 
thereto and incorporates by reference, (i) the privacy notice posted on 
www.aculab.com ('Privacy Notice'); (ii) the legal statement posted on 
www.aculab.com ('Legal Statement'); (iii) the acceptable use policy attached as 
Schedule 1 hereto and posted on cloud.aculab.com ('Acceptable Use Policy'); and 
(iv) all policies and guidelines posted on the Console and/or Aculab's Websites 
at ww.aculab.com , www.applianx.com , or cloud.aculab.com as these policies and 
terms may be modified thereafter by Aculab from time to time and constitutes 
the entire agreement between You and Aculab regarding the subject matter hereof 
and supersedes any and all prior or contemporaneous representation, 
understanding, agreement, or communication between You and Aculab, whether 
written or oral, regarding such subject matter.

19.6 You and Aculab acknowledge that neither Party has been induced to enter 
into this Agreement by any representations or promises not specifically stated.

19.7	No Endorsement. You understand and acknowledge that Aculab is not 
certifying nor endorsing, and has no obligation to certify or endorse, any of 
Your Applications or Your Content.

19.8	Relationship. Nothing in this Agreement is intended to nor does it 
create any type of joint venture, creditor-debtor, escrow, partnership or any 
employer/employee or fiduciary or franchise relationship between You and Aculab 
(or any of Aculab's affiliates).

19.9	Aculab shall not be bound by, and specifically objects to, any term, 
condition or other provision, which is different from or in addition to the 
provisions of this Agreement (whether or not it would materially alter this 
Agreement) and which is submitted by You in any order, receipt, acceptance, 
confirmation, correspondence or other document.

19.10	Governing Law. The construction, interpretation and performance of this 
Agreement shall be construed in accordance with and governed by the laws of 
England. 

SCHEDULE 1
ACULAB'S ACCEPTABLE USE POLICY
Version 1.1 produced on 1st November, 2013

Introduction

This acceptable use policy ('Policy') describes prohibited uses of Aculab 
Cloud, the Aculab Cloud Management Console ('Console') located at 
cloud.aculab.com and/or the Services ('Services') that are more particularly 
defined in Aculab's Terms and Conditions of Service in the Aculab Cloud 
Customer Agreement and offered by Aculab Plc. ('Aculab'). The Prohibited Uses 
described in this Policy are provided as examples, which shall not be 
considered exhaustive. 

Compliance with this policy means that You will likely be compliant with United 
States Federal and State restrictions, applicable national regulatory 
authorities, national and international carrier regulations, and best practices 
established by appropriate national and international industry trade groups. 
All capitalised terms used but not defined in this Policy shall have the 
meanings set forth in Aculab's Terms and Conditions of Service in the Aculab 
Cloud Customer Agreement. 

Section and paragraph headings in this Policy are for ease of use and 
cross-reference purposes only, and are not to affect the meaning or 
interpretation of this Policy.

Changes to this Policy

Aculab reserves the right, at its sole discretion, to modify this Policy from 
time to time and shall do so by posting an updated version of this Policy on 
the Console. Changes made to this Policy are effective immediately it is 
published on the Console. You should review this Policy frequently as it is 
Your responsibility to remain informed about any changes to it. 

Agreement

By accessing the Console or using the Services, You agree to be bound by the 
terms and conditions contained in the latest issue of this Policy. In the 
context of this Policy, the terms 'issue', 'version' and 'revision' shall be 
synonymous. 

Violation

If You violate this Policy or authorise or assist others to do so, Aculab may, 
in addition to any remedy that it may have at law or in equity, suspend or 
terminate Your use of the Services in accordance with Aculab's Terms and 
Conditions of Service in the Aculab Cloud Customer Agreement. Aculab reserves 
the right at its sole discretion to determine whether You are in violation of 
this Policy.

Aculab reserves the right, but it does not assume the obligation, to monitor 
and/or investigate any violation of this Policy and Aculab may remove, disable 
access to, or modify any Content or resource that violates this Policy or any 
other agreement it has with You.

Aculab reserves the right to monitor Your SMS messaging activity and to block 
any phone number or suspend Your account and use of the Services if it 
determines that You or Your users or subscribers are in violation of this 
Policy, or if it receives complaints from Your users or subscribers or from a 
third party.

If You become aware of any violation of this Policy, You shall immediately 
notify Aculab and provide it with assistance, as requested, to stop or remedy 
the violation.

Violation of this Policy may result in civil and/or criminal liability and 
Aculab may report any activity that it suspects violates any law or regulation 
to appropriate law enforcement officials, regulators, or other appropriate 
third parties. Aculab's reporting may include disclosing appropriate customer 
information. Aculab may cooperate with appropriate law enforcement agencies, 
regulators, or other appropriate third parties, including those who have 
provided notice to Aculab stating that they have been harmed by Your failure to 
abide by this Policy, to help with the investigation and prosecution of illegal 
conduct by providing network and systems information related to alleged 
violations of this Policy.

Aculab's failure to enforce this Policy in each and every instance in which it 
might have cause does not amount to a waiver of Aculab's rights hereunder.

Prohibited Uses

The following sections provide a non-exhaustive list of unacceptable uses of 
the Console or the Services i.e., uses, such as, but not limited to, those 
described below are Prohibited Uses and are not permitted.

General statement

You shall not use or encourage others to use the Console or the Services for 
any Prohibited Uses, nor shall You transmit, store, display, distribute or 
otherwise make available Content or material, such as, but not limited to that 
described below, in any manner via Your use of the Console or the Services.

Illegal use

You shall not use the Console or the Services for any illegal purpose 
whatsoever and You shall not violate any legislations, or the civil or criminal 
laws of any nation, state, country, or jurisdiction.

In Your use of the Console and/or the Services, You shall not violate any UK, 
US, or foreign laws regarding the transmission of data or software, nor shall 
You engage in activity for which OFCOM, the United States Federal 
Communications Commission, or any equivalent national regulatory authority, has 
restricted or regulated in relation to proper use of the public telephony 
network or the Internet.

You shall not use the Console or the Services if You are a person barred from 
receiving the Services under the laws of the United Kingdom, the United States 
or other countries, including the country in which You are resident or from 
which You wish to access the Console or use the Services.

You shall not use the Console or the Services if Aculab determines at its sole 
discretion that its provision to You of any of the Services is prohibited by 
applicable law or has become impractical or unfeasible for any legal or 
regulatory reason.
 
Harmful or offensive use

You shall not use the Console or the Services for any purposes that are harmful 
or offensive to others, including to reputation, where harmful or offensive use 
includes that, which can be considered libellous, defamatory, pornographic, 
obscene, abusive, an invasion of privacy, harassment, malicious, offensive or 
harmful to any person or entity, discriminatory based on creed, race, sex, 
religion, nationality, disability, sexual orientation or age, or otherwise 
objectionable, including content that constitutes child pornography, relates to 
bestiality, or depicts non-consensual sex acts.

You shall not use the Console or the Services for any purposes, which may 
damage, interfere with, surreptitiously intercept, or expropriate any system, 
program or data, including viruses, Trojan horses, worms, time bombs, 
cancel-bots, or any other malicious, harmful or deleterious programs.

Fraudulent use

You shall not use the Console or the Services to offer or otherwise make 
available to others fraudulent goods, services, schemes, or promotions, 
including make-money-fast schemes, ponzi and pyramid schemes, phishing, 
pharming, harvesting or similar deceptive practices.

Infringing use

You shall not use the Console or the Services in a manner that infringes, 
violates or misappropriates the intellectual property, trademarks, trade names, 
service marks, logos, domain names, copyright, rights of publicity and other 
proprietary rights (collectively, 'Intellectual Property') of Aculab or any 
third party.

You shall not use the Console or the Services, in any manner whatsoever, which 
could subject Aculab or any third party to liabilities, damages of any kind, or 
dangers.

Security violations

You shall not use the Console or the Services to violate the security or 
integrity of any network, computer or communications system, software 
application, or network or computing device (each, a 'System') and, in 
addition, You shall not:
i.	Access or use any System without authorisation or permission, including 
attempting to probe, scan, or test the vulnerability of a System or to breach 
any security or authentication measures used by a System;
ii.	Attempt to bypass or break any security mechanism on any System or use 
the Services in any other manner that poses a security or service risk to 
Aculab and/or its customers or to any user of the Services or customers of such 
a user; or 
iii.	Monitor or intercept data or traffic on a System without permission.
You shall not use the Services with Credentials that do not belong to You, or 
intentionally or unintentionally allowing others to use Your Credentials.

Network Abuse

You shall not make network connections to any users, hosts, systems or networks 
used to provide or make available to You the Console and the Services (each, a 
'Target') unless You have permission to communicate with them and, in addition 
You shall not:
i.	Monitor or crawl a Target in a manner that in any way impairs or 
disrupts such Target; 
ii.	Launch or facilitate the inundation of a Target, whether intentionally 
or unintentionally, with communications requests so the Target either cannot 
respond to legitimate traffic or responds so slowly that it becomes 
ineffective; an activity known also as a denial of service (DoS) attack;
iii.	Interfere, whether intentionally or unintentionally, in any manner, 
with the functionality or proper working of any Target, including any attempt 
to overload a Target by mail bombing, news bombing, broadcast attacks, or 
flooding techniques;
iv.	Operate network services such as open proxies, open mail relays, or 
open recursive domain name servers;
v.	Use manual or electronic means to avoid any use limitations placed on a 
Target, such as access, storage and system restrictions; or
vi.	Violate the regulations, policies or procedures of a Target.

Email Abuse

You shall not distribute, publish, send, or facilitate unsolicited mass 
emailings, promotions, advertising, or solicitations, including informational 
announcements, direct marketing, unsolicited contacting of sellers or 
customers, or other impermissible commercial advertising or marketing. You 
shall not violate anti-spamming laws and regulations of any nation, state, 
country, or jurisdiction, including such as the CAN SPAM Act of 2003 and the 
Do-Not-Call Implementation Act.

You shall not collect replies to messages sent from another Internet service 
provider if those messages violate this Policy or the acceptable use policy of 
such provider.

SMS Abuse

You shall not send or facilitate unsolicited SMS messages, for any purpose, 
such as, but not necessarily limited to, mass transmissions, mass broadcast , 
mass marketing, bulk messaging, promotions, advertising, or solicitations, 
including informational announcements, direct marketing, unsolicited contacting 
of sellers or customers, or other impermissible commercial advertising or 
marketing. 

You shall not violate anti-spamming laws and regulations of any nation, state, 
country, or jurisdiction. 

You shall not send or facilitate SMS messages for illegal purposes or any other 
purposes not approved by the regulatory authority of any nation, state, 
country, or jurisdiction.

You shall not collect replies to SMS messages sent from another service 
provider if those messages violate this Policy or the acceptable use policy of 
such provider.

You only shall send SMS messages to recipients who have opted in to the service 
You provide and are as a result anticipating or expecting communication from 
You.

You shall comply with mass marketing restrictions in each nation, state, 
country, or jurisdiction (collectively ‘Territory’) in which You offer SMS 
messaging services, acknowledging that those restrictions may vary from 
Territory to Territory.

You shall not send or facilitate SMS messages via mobile carriers that do not 
allow mass marketing SMS messages, whether solicited or not, to be sent on long 
codes (10-digit numbers). 

Where mobile carriers do not allow mass marketing SMS messages, whether 
solicited or not, to be sent on long codes (10-digit numbers), You only shall 
send mass marketing SMS messages using shortcodes (special 5- or 6-digit 
numbers).

Note that Aculab does not support mass marketing to US or international phone 
numbers.

You shall not send or facilitate the sending of harassing or abusive SMS 
messages, nor shall you send or facilitate SMS messages to send threats, 
unwanted messages, or ‘SMS-bombing’ (the sending of many messages to a 
single number without the recipient’s permission).

Identity Abuse

You shall not falsify the origin of or forge TCP-IP packet headers, email 
headers, or any part of an SMS message or phone call describing its origin or 
route.

You shall not alter or obscure packet headers, email headers, or any part of an 
SMS message or call setup message or spoof or assume a sender's identity 
without the sender's explicit permission, nor shall You create a false identity 
or forged email address or header or phone number, or otherwise attempt to 
mislead others as to the identity of the sender.

Emergency services

You shall not use the Console or the Services to offer to connect or allow a 
user to connect with emergency services personnel or public safety answering 
points such as 999, 112, 911, E9-1-1, or NG9-1-1 services (collectively, 
'Emergency Services').

Import and Export Compliance and Restrictions

You shall not use the Console or the Services in a manner that constitutes or 
facilitates the illegal export of any controlled or otherwise restricted items, 
including, without limitation, software, algorithms or other data that is 
subject to import, export and re-export control laws and regulations of any 
country or region, including the U.S. Export Administration Regulations, the 
U.S. International Traffic in Arms Regulations, Council Regulation (EC) No 
428/2009 on the control of exports of dual-use items and technology, such as 
but not limited to those including strong encryption techniques, and any 
country-specific economic sanctions programs or embargoes adopted against 
countries or individuals under any applicable national or international 
legislation, including any measures implemented by the United Kingdom, the 
European Union, the European Commission, countries covered by the Community 
General Export Authorisation ('CGEA'), or the U.S. Office of Foreign Assets 
Control.