Clearly IP Commercial Software License and Terms of Service


This End User License Agreement (the “Agreement” or “EULA”) is entered into Clearly IP Inc. and all wholly owned subsidiaries (collectively, “Clearly”)  and licensee, purchaser, or end-user (“Customer” or “Customers”). 

By downloading or installing the Software the Customer agrees to and accepts the terms of this Agreement. If Customer does not accept, or is not authorized to accept, then Customer must not install and/or use the Software.

Clearly reserves the right to modify these Terms and Conditions from time to time.  Any modification to these Terms and Conditions will be effective on the first day of the month following the posting of the modified Terms and Conditions at https://www.clearlyip.com/legal/ Customer should therefore check the site regularly for updated versions.


1 DEFINITIONS
1.1 “FreePBX GUI” means the opensource GUI that is used worldwide to manage asterisk based system.
1.2 “Commercial Software” or “Software” means any software provided by Clearly and marked as a license of commercial and/or references the “Clearly IP Commercial Software License and Terms of Service”
1.3 “ClusterPBX” Means a software multitenant PBX that is licensed and/or sold by Clearly to Customer.
1.4 “Support Contract” Means a contract that can be provided from Clearly to Customer that covers additional support items not included in this Agreement to assist and support the Customer using this Software.

2 USAGE
2.1 Customer is granted a non-exclusive, non-transferable, non-sublicensable, license to use the Software unless otherwise stated. Use of software may be dependent on a specific time line such as monthly, yearly or perpetual as outlined on your invoice.
2.2 By downloading, installing, viewing or using this software Customer agrees not to copy, reproduce, alter, merge, modify, or adapt the Software in any way including but not limited to reverse engineering, disassembling, decompiling or creating derivative works.
2.3 Any modification of the Software not authorized in writing by Clearly will void any applicable warranty and result in violation of this agreement. In the event of violation of this agreement all Software shall be returned to Clearly and no refund for Software will be due back to the Customer.
2.4 Clearly retains absolute right, title and interest in the Software. Clearly has absolute rights, including but not limited to patents, trademarks, trade names, copyrights, and all other proprietary rights applicable to the Software and the concepts embodied therein.
2.5 All Software that is purchased and/or provided to the Customer by Clearly are licensed for a single install/machine.

3 SUPPORT
3.1 All Software include free support on bugs found in the Software. To report a bug please open a support ticket at https://support.clearlyip.com
3.1.1 Once the bug report has been received and the bug is confirmed we will make all reasonable attempts to resolve the bug in a timely fashion.
3.2 Purchasing the Software does not entitle Customer to free support to help regarding setup, use or training on using the Software unless a Support Contract is provided to the Customer from Clearly.  
3.3 All Software has documentation which include things such as but not limited to admin guides, videos or other articles on how to use and setup the module on our Wiki which can be located from www.clearlyip.com

4 EXPORT
4.1 Customer shall comply with all laws and regulations of the United States governing the use, access or export of the software or any part thereof. Without limitation, the Software or any part thereof may not be used or accessed within or by, or otherwise exported to, (a) any United States embargoed country; or (b) anyone on the United States Treasury Department's list of Specially Designated Nations, the United States Department of Commerce's Table of Denial Orders, or other similar list.

5 WARRANTY
5.1 OTHER THAN AS PROVIDED IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED “AS IS” AND CLEARLY MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WHATSOEVER INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT, OR ANY WARRANTIES ARISING FROM A COURSE OF DEALING, CUSTOM, USAGE, OR TRADE PRACTICE. CLEARLY DOES NOT WARRANTS THAT THE SYSTEM OR PRODUCTS WILL BE BUG FREE OR MEET END USER’S REQUIREMENTS OR THAT THE SOFTWARE WILL OPERATE IN COMBINATION WITH ANY HARDWARE, SOFTWARE, SYSTEMS OR DATA NOT PROVIDED OR AUTHORIZED IN WRITING BY CLEARLY.
5.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INCIDENTAL, PUNITIVE, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSS ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST REVENUE, LOST PROFITS, REPLACEMENT GOODS, COST OF COVER, LOSS OF OR DAMAGE TO DATA, LOSS OF GOOD WILL, WORK STOPPAGE OR COMPUTER FAILURE EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER BASED IN CONTRACT, WARRANTY, INDEMNITY, TORT, STRICT LIABILITY OR ANY OTHER THEORY OF LAW OR IN EQUITY. NEITHER PARTY’S TOTAL AGGREGATE LIABILITY TO THE OTHER PARTY FOR BREACH OF THIS AGREEMENT SHALL EXCEED THE AMOUNTS PAID FOR THE SOFTWARE. THE FOREGOING SHALL NOT BE CONSTRUED TO LIMIT CUSOMTER’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT.
5.3 At no time should any damages and/or liabilities per incident or aggregate over time, whether direct or indirect exceed the amount of what the Customer spent with Clearly on the product covered by this warranty.

6 TERMINATION
6.1 This Agreement may be terminated upon any breach of Clearly’s intellectual property rights or any of the outlined terms of use as stated above. Upon termination of this Agreement, Customer shall, at Clearly’s option, return to Clearly or destroy any Software and any monies paid for the Software will not be refunded.


7 MISCELLANEOUS
7.1 Entire Agreement.  THIS AGREEMENT AND ANY ATTACHMENTS AND ADDENDA CONSTITUTE THE ENTIRE UNDERSTANDING BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF. THERE ARE NO REPRESENTATIONS, PROMISES, WARRANTIES OR UNDERSTANDINGS RELIED UPON BY PARTNER THAT ARE NOT CONTAINED HEREIN.  
7.2 Waiver.  The failure by either party to insist upon strict enforcement of any terms and conditions of this Agreement shall not be construed as a waiver or relinquishment of the right to assert or rely upon any such terms on any future occasion.
7.3 Enforceability.  If any provision of this Agreement or the application of such provision to any person, entity, or circumstance is found invalid or unenforceable by a court of competent jurisdiction, such determination shall not affect the other provisions of this Agreement and all other provisions of this Agreement shall be deemed valid and enforceable.  Any provision deemed unenforceable shall automatically be revised with the least changes necessary to effect, to the fullest extent permitted by law, the intent of the parties as set forth in this Agreement.
7.4 Assignment.  Neither this Agreement nor any rights granted hereunder may be sold, leased, assigned or otherwise transferred in whole or in part by Customer, and any such attempted assignment shall be void and of no effect without the prior written consent of Clearly.  This Agreement shall inure to the benefit of Clearly and its corporate successors or the purchaser of substantially all of its assets.
7.5 Force Majeure.  Neither party will be liable to the other for delays in performing or failure to perform its obligations hereunder (other than payment of monetary obligations) to the extent that such delay or failure results from a cause beyond its control, including, without limitation, strikes, lockouts, or other industrial disturbances; civil disturbances; fires; acts of God; acts of a public enemy; compliance with any regulation, order, or requirement of any governmental body or agency; or inability to obtain transportation or necessary materials in the open market.
7.6 Written Changes. Handwritten alterations or additions to these Terms and Conditions made by Customer will not be considered part of the Terms and Conditions.  These Terms and Conditions may only be modified, or any rights under it waived, by a separate written document executed by both parties
7.7 Choice of Law and Venue.  The provisions of this agreement shall be governed by and interpreted in accordance with the laws of the state of Wisconsin, and US Federal laws, as applicable, and shall be binding upon the parties herein, and upon their respective successors and assigns. For the purposes of all legal proceedings, this Agreement shall be deemed to have been performed in the state of Wisconsin and the courts of the state of Wisconsin, Winnebago County shall have the exclusive jurisdiction to entertain any action arising under this Agreement. Each party hereto hereby irrevocably attorns to the jurisdiction of the courts of the state of Wisconsin, Winnebago County.
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