End User License Agreement
ShoreTel Mobility End User License Agreement
ShoreTel, 960 Stewart Dr., Sunnyvale, CA 94085 USA +1 (800) 425-9385
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This Agreement covers the ShoreTel Mobility Solution and any other Software or Hardware (each as defined below) provided by, through or on behalf of ShoreTel, Inc.
READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE INSTALLING THE SHORETEL MOBILITY ROUTER OR USING THE SHORETEL MOBILITY SOLUTION. THE SOFTWARE AND THE DOCUMENTATION ARE COPYRIGHTED AND LICENSED (NOT SOLD). BY INSTALLING THE SHORETEL MOBILITY ROUTER OR USING THE SHORETEL MOBILITY SOLUTION AND CONFIGURING THE SOFTWARE, YOU ARE ACCEPTING AND AGREEING TO THE TERMS OF THIS LICENSE AGREEMENT. THIS LICENSE AGREEMENT REPRESENTS THE ENTIRE AGREEMENT CONCERNING THE SHORETEL MOBILITY SOFTWARE, HARDWARE AND DOCUMENTATION BETWEEN YOU AND SHORETEL, INC., AND IT SUPERSEDES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING BETWEEN THE PARTIES. LICENSEE MAY NOT USE, COPY, MODIFY, DISCLOSE OR TRANSFER THE SOFTWARE OR DOCUMENTATION OR ANY HARDWARE, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT.
1.1 “Administrator’s Guide” means a guide for the administrator who maintains the server and maintains and configures the ShoreTel Mobility Solution.
1.2 “Documentation” means the ShoreTel Mobility Router Administrator’s Guide, the ShoreTel Mobility Router User’s Guide, the ShoreTel Mobility Router Quick Start Guide for the Hardware, published Release Notes for software releases, and on-line help files. No other publications, including without limitation the ShoreTel, Inc. website, press releases and product data sheets shall be considered Documentation.
1.3 “Hardware” means the ShoreTel Mobility Router delivered by or on behalf of Licensor to Licensee, or other ShoreTel Mobility hardware products that may be introduced from time to time.
1.4 “Licensee” means the end user of Hardware and Software, who is afforded all rights and bound by all terms under this Agreement.
1.5 “Licensor” means ShoreTel, Inc.
1.6 “Software” means the ShoreTel Mobility computer program, in object code format, including without limitation firmware, delivered hereunder, whether incorporated in the Hardware or delivered separately. The term “Software” shall also include any updates, upgrades or other new features, functionality or enhancements to the Software provided to Licensee. All references to the “purchase,” “sale” of or “selling” Software shall mean the granting of a license to use such Software.
1.7 “User’s Guide” means a guide for users of mobile devices.
Subject to the terms of this Agreement, Licensor hereby grants to Licensee a nonexclusive, limited, nontransferable, royalty-free license to install and use the Software and the Documentation for the licensed number of users. Licensee agrees to use best efforts to prevent and protect the contents of the Software and the Documentation from unauthorized disclosure or use. Licensor reserves all rights not expressly granted to Licensee in this Agreement.
Limitation on Use.
Licensee may not rent, lease, sell or otherwise transfer or distribute the Software, Hardware or the Documentation to others. Licensee may not rent, lease, lend or provide commercial hosting services with the Software. Licensee may not modify or translate the Software or the Documentation without the prior written consent of Licensor. Licensee may not reverse engineer, reverse assemble, reverse compile or otherwise attempt to create the source code from the Software. Licensee may not use Licensor’s name or other trademarks or refer to Licensor or Licensor’s products directly or indirectly in any papers, articles, advertisements, sales presentations, news releases or releases to any third party without the prior written approval of Licensor for each such use. Licensee may not release the results of any performance or functional evaluation of any Software to any third party without prior written approval of Licensor for each such release.
Product Support Services.
Licensor may provide Licensee with product support services or additional features related to the Software. Use of any such support services or features is governed by Licensor’s policies and programs as described in the on-line documentation on Licensor’s Support Webpage, or in the printed material associated with such services or features. Any Software or tools Licensor may provide to Licensee as part of the support services are governed by this Agreement, unless separate terms and conditions are provided by Licensor. Except as specifically provided, this Agreement does not obligate Licensor to provide any support or services for any Software or tool given as part of the support services.
Consent to Use of Data.
Licensee agrees that Licensor and its affiliates may collect and use technical information gathered as part of the product support services provided to Licensee related to the Software, if any. Licensor shall use this information to improve its products or to provide customized services or technologies to Licensee. Licensor shall not disclose this information in a form that personally identifies Licensee to the public.
The Software and the Documentation are copyrighted by Licensor. Licensee may not make any copy of the Software without Licensor’s permission. Licensee may copy or print any number of User’s Guides, in electronic or physical format, provided the copies are intended for users of the ShoreTel Mobility Solution. Licensee may make one copy of the Administrator’s Guide and print one copy of any on-line documentation or other materials related to the Administrator’s Guide. Any and all other copies of the Software and the Documentation made by Licensee are in violation of this license.
Licensee agrees that the Software and the Documentation belong to Licensor and/or its licensors. Licensee agrees that Licensee neither own nor hereby acquire any claim or right of ownership to the Software and the Documentation or to any related patents, copyrights, trademarks or other intellectual property. Licensor retains all right, title and interest in and to the Software, the Documentation and all copies of the Software and the Documentation at all times, regardless of the form or media in or on which the original or other copies may subsequently exist. This license is not a sale of the original or any subsequent copy.
Additional Updates and Services.
Unless otherwise specified in the terms accompanying the additional updates or services, this Agreement extends to all updates, supplements, and/or add-on components for the Software that Licensor may provide to Licensee or make available to Licensee after the date Licensee obtains the Software. Licensor reserves the right to discontinue any support services for any additional updates or services related to Software or Hardware.
Term and Termination.
This license is effective until terminated. Licensee may terminate this license at any time by returning the Hardware to Licensor. This license automatically terminates if Licensee fails to comply with its terms and conditions. Upon termination of the license, Licensee must stop using all services related to the Software, including without limitation associated client applications. Licensee agrees that, upon such termination, Licensee will destroy and permanently erase all copies of the Software, Documentation, and any other material Licensee has received from Licensor in connection with the Software.
DISCLAIMER OF WARRANTY.
LICENSOR AND ITS LICENSORS PROVIDE THE SOFTWARE, HARDWARE AND DOCUMENTATION “AS IS” WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Licensee bears all risk of quality and performance of the Software, Hardware and Documentation. Should the Software or the Hardware prove defective, Licensee and not Licensor assume the entire cost of any service and repair. This disclaimer of warranty constitutes an essential part of this agreement.
LIMITATION OF REMEDIES.
IN NO EVENT WILL LICENSOR OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT DAMAGES OR OTHER RELIEF ARISING OUT OF LICENSEE’S USE OR INABILITY TO USE THE SOFTWARE OR HARDWARE, OR the provision of or failure to provide support or other services, information, software, and related content through the software, INCLUDING, BY WAY OF ILLUSTRATION AND NOT LIMITATION, LOST PROFITS, LOST BUSINESS OR LOST OPPORTUNITY, OR ANY SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING LEGAL FEES, ARISING OUT OF SUCH USE OR INABILITY TO USE THE SOFTWARE OR HARDWARE, OR the provision of or failure to provide support or other services, information, software, and related content through the software, EVEN IF LICENSOR, ITS LICENSORS OR AN AUTHORIZED LICENSOR DEALER, DISTRIBUTOR OR SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.
This license will be governed by the laws of the State of California, without reference to conflicts of laws principles. The parties hereby consent to personal jurisdiction and venue in the Federal or State courts serving Santa Clara County, California. The United Nations Convention on Contracts for the Sale of Goods does not apply to this license.
The Software and Hardware and the underlying information and technology of either the Software or the Hardware may not be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) North Korea or Iran or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By purchasing, downloading or using the Software and/or the Hardware, Licensee agrees to the foregoing and Licensee represents and warrants that Licensee is not located in, under the control of, or a national or resident of any such country or on any such list. Licensee agrees to comply with all export laws and other applicable laws.
Licensee may not assign or otherwise transfer in any way any of the rights and obligations arising out of this Agreement without the prior written consent of Licensor, which shall not be unreasonably withheld.
This Agreement, including any addendum or amendment to this Agreement accompanying the Software, constitutes the entire agreement between the parties with respect to the Software, Hardware and Documentation, and supersedes any and all prior and contemporaneous written or oral agreements, promises, representations, warranties, and understandings of the parties regarding the same subject matter.
If you purchase the ShoreTel Mobility Solution from AT&T, the following additional terms apply:
The ShoreTel Mobility Solution works with wireless service from AT&T and other compatible wireless carriers. Download or use of Software may be prohibited or otherwise restricted in many countries (“Restricted Countries”), which may include Bahrain, China, Costa Rica, Cuba, Egypt, El Salvador, Guatemala, India, Iran, Israel, Kenya, Kuwait, Libya, Mexico, Morocco, North Korea, Pakistan, Qatar, Saudi Arabia, Sudan, Syria, Turkey, UAE (Dubai), Uruguay, and Vietnam. This information is provided as-is, for reference purposes only, and Licensee is advised to obtain its own legal counsel as to applicable limitations on download and use ofSoftware. When the ShoreTel Mobility Solutions is used with AT&T wireline transport service, Licensee is specifically prohibited from downloading or using the Software in such Restricted Countries, as such list of Restricted Countries may be revised from time to time, but Licensee remains responsible for obtaining independent up to date information on such restrictions. “Licensee”, for purposes of these AT&T terms, is the person using the mobility device equipped with the ShoreTel Mobility Solution or the person or business entity accepting the terms of this License for the benefit of that user.
The “Secure Remote Voice” feature of the ShoreTel Mobility Solution is not available for purchase from AT&T. As a result, the ShoreTel Mobility Solution purchased from AT&T does not enable voice calling from off-campus Wi-Fi access locations (including, without limitation, home or public Wi-Fi hotspots). Use of the ShoreTel Mobility Solution, as provided by AT&T, by Licensee for voice calling from such off-campus Wi-Fi locations is prohibited. However, Licensee may separately obtain such service capabilities from ShoreTel. Some enterprise Wi-Fi networks (also referred to as “campus Wi-Fi networks”) may require Licensee to authenticate before being allowed access. Wi-Fi access may not be available everywhere within an enterprise location that has a campus Wi-Fi network. Cellular coverage is not available everywhere.
USE OF THE SOFTWARE MAY RESULT IN DIFFERENT TYPES OF CHARGES BEING INCURRED SIMULTANEOUSLY FOR THE DURATION OF THE CALL.
When the Software is used on a cellular network, a cellular data connection is established between the Hardware and the Licensee’s smartphone device for registration, signaling and other purposes, which may result in cellular data usage charges. Approximately 20 kilobytes of data are transmitted per hour over the cellular network until the application (or Licensee’s smartphone) is turned off. Additional cellular data usage charges may also be incurred when downloading the application and when using the Software to access corporate directories, presence status, and certain other solution features over the cellular network. When using the Software for voice calling over a cellular network, Licensee will also incur applicable cellular airtime charges for the duration of time the call is handled by the cellular network.
If Licensee is an AT&T wireless subscriber, applicable cellular airtime and data usage will be subject to cellular transport charges pursuant to Licensee’s or the responsible business entity’s AT&T wireless service agreement (including taxes, surcharges and fees). If Licensee subscribes to wireless service from another carrier, applicable airtime minutes and data usage may be subject to cellular transport charges pursuant to Licensee’s or the responsible business entity’s wireless service agreement with such carrier (including taxes, surcharges and fees). Licensee is responsible for determining any applicable cellular airtime, data or other charges, not AT&T. When using the Software, cellular calls will be rated for wireless billing purposes as if the call terminated at the wireline number assigned in the enterprise PBX located in the United States to Licensee’s mobile device, which may (a) reduce or eliminate the benefit of any mobile-to-mobile and list-based call rating that would otherwise be available under Licensee’s selected wireless service plan, or (b) reduce or eliminate cellular international long distance charges that would otherwise apply under Licensee’s selected wireless service plan. If Licensee originates or receives a cellular call while roaming in eligible countries outside of the United States, Licensee will incur applicable international roaming or similar cellular charges in accordance with Licensee’s selected wireless service plan.
When using the Software for a voice call that originates or terminates on the Licensee’s mobile device, the call will be routed and completed over the enterprise’s eligible AT&T wireline transport service based upon the established enterprise PBX call routing parameters. The call will be subject to wireline transport charges for the duration of the call pursuant to the enterprise’s agreement with AT&T for the relevant wireline transport (and, if applicable, SIP trunking) services, (including taxes, surcharges and fees), if any; the call will be rated as if the call originated from the enterprise PBX and terminated at the called number.
When Licensee activates the Software for voice calling over a campus Wi-Fi network, Licensee will not incur cellular voice or data charges as long as the call remains on such Wi-Fi network ; however, if the call is handled or completed over any other network, additional charges may be incurred. A call routed and completed over the eligible wireline transport service will incur applicable wireline usage charges and associated taxes and fees.
ShoreTel Mobility Solution can manually or automatically transition calls in process between a cellular network and the campus Wi-Fi network when the call remains on campus. Call transition is governed by several factors including signal strength, network preference, battery life and other factors. Calls that are transitioned from cellular to campus Wi-Fi will not incur cellular voice or data charges as long as the call remains on the campus Wi-Fi network. Calls that transition from campus Wi-Fi to cellular will begin incurring cellular voice and data usage at the time of transition and for the duration of time the call remains on the cellular network.
Important Information About 911 Calling Capability When Cellular Coverage is Not Available: When cellular signal strength is above a preset threshold, 911 calls will be handled over the cellular network. When cellular coverage is not available, voice over Wi-Fi calling capability (including 911 calls) will only be available if: (i) Licensee is connected directly to the enterprise LAN (not remotely via a VPN) over the enterprise Wi-Fi network; and (ii) Licensee is within the geographic area covered by the wireless LAN network; and (iii) 911 calling capabilities are implemented in the enterprise LAN to identify Licensee’s location and route calls to the appropriate Public Safety Answering Point. IF THESE THREE CONDITIONS ARE NOT MET, NO VOICE OVER WI-FI CALLING CAPABILITY (INCLUDING 911 CALLS) WILL BE AVAILABLE EXCEPT UNDER THE FOLLOWING LIMITED SITUATION. If a 911 call is placed when cellular coverage is not available and the Licensee is connected to a 911-enabled enterprise LAN and is within the geographic area covered by the wireless LAN network, then the Software may be used to dial 911.
Licensor expressly agrees that AT&T Corp. and its affiliates are third party beneficiaries of this ShoreTel Mobility End User License Agreement.