Last modified: January 11, 2014
Welcome iZone Cloud Service!
Thanks for using our products and services ("Services"). The Services are provided by iZone Telecom,Inc. ("IZONE TELECOM") Canada. By using our Services, you are agreeing to these terms. Please read them carefully. Our Services are very diverse, so sometimes additional terms or product requirements (including age requirements) may apply. Additional terms will be available with the relevant Services, and those additional terms become part of your agreement with us if you use those Services. Using our Services
You must follow any policies made available to you within the Services. Don't misuse our Services. For example, don't interfere with our Services or try to access them using a method other than the interface and the instructions that we provide. You may use our Services only as permitted by law, including applicable export and re-export control laws and regulations. We may suspend or stop providing our Services to you if you do not comply with our terms or policies or if we are investigating suspected misconduct.
Using our Services does not give you ownership of any intellectual property rights in our Services or the content you access. You may not use content from our Services unless you obtain permission from its owner or are otherwise permitted by law. These terms do not grant you the right to use any branding or logos used in our Services. Don't remove, obscure, or alter any legal notices displayed in or along with our Services. In connection with your use of the Services, we may send you service announcements, administrative messages, and other information. You may opt out of some of those communications.
Some of our Services are available on mobile devices. Do not use such Services in a way that distracts you and prevents you from obeying traffic or safety laws.
Downloaded Software End User License Agreement
Redistribution or Rental Not Permitted
These Terms apply to the iZone Telecom,Inc. (the "Licensor") software and documentation that accompanies or directly follows (by way of an Internet download or other electronic file transfer method) this License (collectively the "Product").
BY CLICKING THE ACCEPTANCE BUTTON OR INSTALLING OR USING THE PRODUCT, THE INDIVIDUAL OR ENTITY LICENSING THE PRODUCT ("LICENSEE") IS CONSENTING TO BE BOUND BY AND BECOMES A PARTY TO THIS AGREEMENT. IF LICENSEE DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THE BUTTON INDICATING NON-ACCEPTANCE MUST BE SELECTED, AND LICENSEE MUST NOT INSTALL OR USE THE PRODUCT.
1. License Agreement
In this Agreement "Licensor" shall mean iZone Telecom,Inc. except under the following circumstances: (a) if Licensee acquired the Product as a bundled component of a third-party product or service, then such third party shall be Licensor; and (b) if any third-party software is included as part of the default installation and no license is presented for acceptance the first time that third party software is invoked, then the use of that third-party software shall be governed by this Agreement, but the term "Licensor," with respect to such third-party software, shall mean the manufacturer of that software and not iZone Telecom,inc. With the exception of the situation described in (b) above, the use of any included third-party software product shall be governed by the third party's license agreement and not by this Agreement, whether that license agreement is presented for acceptance the first time that the third-party software is invoked, is included in a file in electronic form, or is included in the package in printed form. If more than one license agreement was provided for the Product, and the terms vary, the order of precedence of those license agreements is as follows: a signed agreement, a license agreement available for review on the iZone Telecom,Inc. website, a printed or electronic agreement that states clearly that it supersedes other agreements, a printed agreement provided with the Product, an electronic agreement provided with the Product.
2. Licensee Grant Licensor grants Licensee a non-exclusive and non-transferable limited license to reproduce and use solely for personal or internal business purposes the executable code version of the Product, provided all copies contain all of the original proprietary notices. This license does not entitle Licensee to receive from the Licensor hard-copy documentation, technical support, telephone assistance or enhancements or updates to the Product.
Except as otherwise expressly permitted in this Agreement, Licensee shall not:
(a) publish any results of benchmark tests or any other tests, run on or with respect to the Product, in isolation or in comparison to a third party product or service or otherwise, without the Licensor's prior written consent;
(b) modify or create any derivative works of the Product or documentation, including translation or localization;
(c) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for the Product, which source code is a trade secret of Licensor (except to the extent applicable laws specifically prohibit such restriction);
(d) redistribute, encumber, sell, rent, lease, sub-license or otherwise transfer rights to the Product; or
(e) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Product.
The license fee for the Product is the fee charged by your supplier of the Product. Licensee is responsible for any and all taxes.
5. Termination Without prejudice to any other rights, Licensor may terminate this Agreement if Licensee breaches any of the Licensor's terms and conditions. On termination, Licensee shall destroy all copies of the Product.
6. Proprietary Rights
Title, ownership rights and intellectual property rights in the Product shall remain in the Licensor and/or its suppliers. Licensee acknowledges such ownership and intellectual property rights and will not take any action to jeopardize, limit or interfere in any manner with the Licensor's or its suppliers' ownership of or rights with respect to the Product. The Product is protected by copyright and other intellectual property laws and by international treaties. Title and related rights in the content accessed through the Product is the property of the applicable content owner and is protected by applicable law. The license granted under this Agreement gives Licensee no rights to such content.
7. Disclaimer of Warranty
THE PRODUCT IS PROVIDED WITHOUT WARRANTY OR CONDITION OF ANY KIND, INCLUDING WITHOUT LIMITATION THE WARRANTIES THAT IT IS FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PRODUCT IS BORNE BY LICENSEE. SHOULD THE PRODUCT PROVE DEFECTIVE IN ANY RESPECT, LICENSEE AND NOT LICENSOR OR ITS SUPPLIERS OR RESELLERS ASSUMES THE ENTIRE COST OF ANY SERVICE AND REPAIR. IN ADDITION, THE SECURITY MECHANISMS IMPLEMENTED BY THE PRODUCT HAVE INHERENT LIMITATIONS, AND LICENSEE MUST DETERMINE THAT THE PRODUCT SUFFICIENTLY MEETS ITS REQUIREMENTS. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE PRODUCT IS AUTHORIZED UNDER THIS AGREEMENT EXCEPT UNDER THIS DISCLAIMER.
8. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR OR ITS SUPPLIERS OR RESELLERS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) ON WHICH THE CLAIM IS BASED. IN ANY CASE, LICENSOR'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF THE FEES LICENSEE PAID FOR THIS LICENSE (IF ANY) AND FEES FOR SUPPORT OF THE PRODUCT RECEIVED BY iZone Telecom,Inc. UNDER A SEPARATE SUPPORT AGREEMENT (IF ANY), WITH THE EXCEPTION OF DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF LICENSOR TO THE EXTENT APPLICABLE LAW PROHIBITS THE LIMITATION OF DAMAGES IN SUCH CASES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE. iZone Telecom,Inc. IS NOT RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF CONTENT PROVIDED BY LICENSEE OR A THIRD PARTY THAT IS ACCESSED THROUGH THE PRODUCT AND/OR ANY MATERIAL LINKED THROUGH SUCH CONTENT.
If Licensee wishes to use the cryptographic features of the Product, then Licensee may need to obtain and install a signed digital certificate from a certificate authority or a certificate server. Licensee may be charged additional fees for certification services. Licensee is responsible for maintaining the security of the environment in which the Product is used and the integrity of the private key file used with the Product. In addition, the use of digital certificates is subject to the terms specified by the certificate provider, and there are inherent limitations in the capabilities of digital certificates. If Licensee is sending or receiving digital certificates, Licensee is responsible for familiarizing itself with and evaluating such terms and limitations.
10. High Risk Activities
The Product is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines or weapons systems, in which the failure of the Product could lead directly to death, personal injury or severe physical or environmental damage ("High Risk Activities"). Accordingly, Licensor and its suppliers specifically disclaim any express or implied warranty of fitness for High Risk Activities. Licensee agrees that Licensor and its suppliers will not be liable for any claims or damages arising from the use of the Product in such applications.
11.01 This Agreement constitutes the entire agreement between the parties concerning the subject-matter hereof.
11.02 This Agreement may be amended only by a writing signed by both parties.
11.03 Except to the extent applicable law, if any, provides otherwise, this Agreement shall be governed by the laws of Ontario, excluding its conflict of law provisions.
11.04 Unless otherwise agreed in writing, all disputes relating to this Agreement (excepting any dispute relating to intellectual property rights) shall be subject to final and binding arbitration in the Province of Ontario, Canada under the auspices of an arbitrator mutually agreed upon by the Licensee and the Licensor and failing which a court appointed arbitrator, with the losing party paying all costs of arbitration.
11.05 This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, and the application of the provisions of such convention are expressly waived.
11.06 If any provision in this Agreement should be held illegal or unenforceable by a court having jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and other provisions of this Agreement shall remain in full force and effect.
11.07 The controlling language of this Agreement is English. If Licensee has received a translation into another language, it has been provided for Licensee's convenience only.
11.08 A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof.
11.09 The provisions of this Agreement which require or contemplate performance after the expiration or termination of this Agreement shall be enforceable notwithstanding said expiration or termination.
11.10 Licensee may not assign or otherwise transfer by operation of law or otherwise this Agreement or any rights or obligations herein.
11.11 This Agreement shall be binding on and shall enure to the benefit of the parties, their successors and permitted assigns.
11.12 The Licensor shall not be in default or be liable for any delay, failure in performance or interruption of service resulting directly or indirectly from any cause beyond its reasonable control.
11.13 The relationship between Licensor and Licensee is that of independent contractors and neither Licensee nor its agents shall have any authority to bind Licensor in any way.
11.14 If any dispute arises under this Agreement, the prevailing party shall be reimbursed by the other party for any and all legal fees and costs associated therewith.
11.15 If the Licensor professional services are being provided, then such professional services are provided pursuant to the terms of a separate Professional Services Agreement between the Licensor and Licensee. The parties acknowledge that such services are acquired independently of the Product licensed hereunder, and that provision of such services is not essential to the functionality of such Product.
11.16 The headings to the sections of this Agreement are used for convenience only and shall have no substantive meaning.
11.17 Licensor may use Licensee's name in any customer reference list or in any press release issued by Licensor regarding the licensing and use of the Product and/or provide Licensee's name and the names of the Product licensed by Licensee to third parties.
© 2014 iZone Telecom,Inc. All Rights Reserved Version JAN 2014