This Vonage Business End User License Agreement (the “Agreement”) is entered into by and between Vonage Business Solutions, Inc., a Delaware corporation, with offices at 3200 Windy Hill Road, Atlanta, Georgia 30339 (“Vonage”) and you (“Customer”). This Agreement is effective as of the date (the “Effective Date”) you click the “I accept the Terms and Conditions” box and click the “REGISTER” button in your Vonage software product (the “Product”).This Agreement governs Customer’s access to and use of the Product.
Vonage grants you the non-exclusive, non-transferable, limited right and license to install and use this Product as a Google Chrome Extension solely and exclusively for your personal use.
You may not use the Product in any manner that could damage, disable, overburden, or impair the Product (or servers or networks connected to the Product), nor may you use the Product in any manner that could interfere with any other party’s use and enjoyment of the Product (or servers or networks connected to the Product).
You agree that you are solely responsible for (and that Vonage has no responsibility to you or to any third party for) your use of the Product, any breach of your obligations under the Agreement, and for the consequences (including any loss or damage which Vonage may suffer) of any such breach.
This Agreement will continue to apply until terminated by either you or Vonage as set forth below. You may terminate this Agreement at any time by permanently deleting the Product from your system or device in its entirety. Your rights automatically and immediately terminate without notice from Vonage or any Third Party if you fail to comply with any provision of this Agreement. In such event, you must immediately delete the Product.
3. THIRD-PARTY SERVICES
The Product may enable access to Vonage’s or a third-party service, platform or website (collectively and individually, “Services”). Use of the Services requires Internet access and certain of the Services may require you to accept additional terms.
Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party web sites. By using the Services, you acknowledge and agree that Vonage is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or web sites. Vonage, its officers, affiliates and subsidiaries do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party Services, Third Party Materials or web sites, or for any other materials, products, or services of third parties. Third Party Materials and links to other web sites are provided solely as a convenience to you.
4. PROPRIETARY RIGHTS
You acknowledge that (1) the Product contains proprietary and confidential information that is protected by applicable intellectual property and other laws, and (2) Vonage and/or third parties own all right, title and interest in and to the Product and content, excluding content provided by you, that may be presented or accessed through the Product, including without limitation all Intellectual Property Rights therein and thereto. Open source software licenses for Product source code constitute separate written agreements. To the limited extent that the open source software licenses expressly supersede this Agreement, the open source licenses govern your agreement with Vonage for the use of the Product. “Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. You agree that you will not, and will not allow any third party to, (a) copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Product or content that may be presented or accessed through the Product for any purpose, unless otherwise permitted, (b) take any action to circumvent or defeat the security or content usage rules provided, deployed or enforced by any functionality (including without limitation digital rights management functionality) contained in the Product, (c) use the Product to access, copy, transfer, transcode or retransmit content in violation of any law or third party rights, or (d) remove, obscure, or alter Vonage’s or any third party’s copyright notices, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Product.
In the event that you provide Vonage with suggestions, enhancement requests, recommendations, proposals, documents, or other feedback with respect to the Product or Services (collectively, “Suggestions”), you hereby grant Vonage a royalty-free, worldwide, irrevocable, perpetual license to use, modify, and distribute such Suggestions only to improve, enhance or modify the Product (and related products) or Services without compensation or attribution of any kind.
5. CONSENT TO COLLECTION AND USE OF DATA
6. EXPORT RESTRICTIONS
The Product may be subject to export controls or restrictions by the United States or other countries or territories. You agree to comply with all applicable U.S. and international export laws and regulations. These laws include restrictions on destinations, end users, and end use.
To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Vonage, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorney’s fees) arising out of or accruing from your use of the Product or Services, including your downloading, installation, or use of the Product or Services, or your violation of this Agreement.
8. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE PRODUCT IS AT YOUR SOLE DISCRETION AND RISK AND THAT THE PRODUCT IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR SYSTEM, HARDWARE, OR OTHER DEVICE, OR LOSS OF DATA THAT RESULTS FROM SUCH USE. VONAGE FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WITH RESPECT TO THE PRODUCT. VONAGE DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE LICENSED APPLICATION, THAT THE FUNCTIONS CONTAINED IN OR SERVICES PERFORMED OR PROVIDED BY THE LICENSED APPLICATION WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE LICENSED APPLICATION OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE LICENSED APPLICATION OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY VONAGE OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE LICENSED APPLICATION OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
THE PRODUCT IS NOT INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, LIFE SUPPORT SYSTEMS, EMERGENCY COMMUNICATIONS, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, OR ANY OTHER ACTIVITIES IN WHICH THE FAILURE OF THE PRODUCT COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.
9. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT VONAGE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS ARE NOT LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU THROUGH YOUR USE OF THE PRODUCT, INCLUDING DAMAGES FOR LOSS OF PROFITS, ANY LOSS OF DATA OR DAMAGE TO YOUR SYSTEM, HARDWARE, OR OTHER DEVICE, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE LICENSED APPLICATION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND WHETHER OR NOT VONAGE OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
In no event shall Vonage’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
a. This Agreement and any other terms incorporated by reference constitute the entire Agreement between you and Vonage relating to the Product and govern your use of the Product, and completely replace any prior or contemporaneous agreements between you and Vonage regarding the Product.
b. Vonage reserves the right to change any of the terms of this Agreement at any time, but only on a prospective, not retroactive, basis. Vonage will provide you thirty (30) days advance notice of changes to the terms that would have a materially adverse effect on you. Notice may be provided by posting to this Vonage End User License Agreement page, through your invoice (if applicable) or by email to the most recent email address associated with your account.
c. The failure of Vonage to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision, which will still be available to Vonage.
d. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this Agreement is invalid, then that provision will be removed from the Agreement without affecting the rest of the Agreement. The remaining provisions of this Agreement will continue to be valid and enforceable.
e. The rights granted in this Agreement may not be assigned or transferred by you without the prior written approval of Vonage.
f. This Agreement and your relationship with Vonage under this Agreement will be governed by the laws of the State of New York without regard to its conflict of laws provisions. You and Vonage agree to submit to the exclusive jurisdiction of the courts located within the county of New York, New York to resolve any legal matter arising from this Agreement. Notwithstanding this, you agree that Vonage will still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.