§ 1 SUBJECT OF THE AGREEMENT
The subject of this agreement is to regulate the rights and obligations of the Parties on the following aspects: the use of the Licensor’s application named Voipero by the Licensee, including the rules of access and legal use of Voipero, and the scope of paid services accompanying the Voipero application, together with the Voipero system, provided by the Licensor.
The Licensee acknowledges that Voipero is a cloud-based software, SaaS (software as a service) available online through the Internet. The user’s access to Voipero is realized exclusively online through the Internet.
This agreement is intended by the Parties to be a license agreement, and in no way is it an agreement to transfer rights, e.g. to the Voipero system or a sales agreement, e.g. for any asset of the Licensor. The source code of the Voipero application is not available to the Licensee.
The Licensee does not obtain rights to remove information about property rights or copyrights, use the system for purposes that violate applicable laws, ethical standards or licenses.
The Licensee bears sole responsibility for using the Voipero system in accordance with the granted license.
§ 2 LICENSE RESERVATIONS
The Licensor reserves all rights not expressly granted under this agreement. In particular, the agreement does not give the Licensee the right to:
transfer the details of the Voipero system under any legal title;
bypass the technical restrictions and limitations of the Voipero system;
hinder access to Voipero by other entities, or aim to obtain access to or use any services, data, accounts or network structures without proper authorization.
The Licensor does not grant the Licensee any additional or implied licenses beyond those specified in this agreement or any other rights of any kind from patents, know-how, copyrights, trade secrets, trademarks or other intellectual property that it owns and controls, including in particular any names, visual forms of products, logos or equivalents.
§ 3 LICENSE INFORMATION
The use of the Voipero system is permitted for the commercial or non-commercial activity of the Licensee.
The Licensor, in connection with the conclusion of this agreement, grants the Licensee: a non-exclusive, non-transferable and valid in the territory of the Republic of Poland license to use the Voipero software (each functionality available in the Voipero system offered to the Licensee) for an indefinite period of time. The license, depending on the selected plan, may be free or paid according to the price list of individual plans posted on the website: voipero.com. Free accounts that the licensee will not log into for a period of 6 months will be automatically deleted along with all data downloaded by the server. Lack of logging in for a period of 6 months will result in automatic termination of the agreement concluded during account registration.
In addition, the Licensor, in addition to the above license, provides paid services to the Licensee: access to the Voipero software in accordance with the paid plans available on the website: voipero.com, consulting in the scope of implementation and commercial use of the Voipero software or implementation of the Voipero software, as well as updates necessary for the Voipero system.
The scope of the accompanying services to the Voipero software depends on the plan chosen by the Licensee available on the website: voipero.com or on the individual arrangements of the Parties.
The right to use the agreed functionalities of the Voipero system applies only to the resulting version and includes in particular: online access to Voipero, analysis of data received from the licensee’s telephone exchange.
The granted license is valid only for the duration of this agreement for the use of the Voipero system and ceases to be valid at the moment of termination or expiration of the agreement without the need to make additional statements in this respect by any of the Parties.
The Licensee undertakes to use the functionalities of the application and the Voipero system only for purposes consistent with applicable law. In case of finding by the Licensor a violation of this provision, the Licensor has the right to terminate this agreement with immediate effect (on the day of delivery of the declaration of intent to the Licensee).
§ 4 HARDWARE REQUIREMENTS
Hardware requirements (configuration of the access device) and recommendations of the Licensor regarding the Voipero software:
A device for operating the software with access to the Internet with a web browser that can handle HTML5
An Internet connection in every place where the end device and Voipero software will be used
Having by the licensee a working telephone exchange, having the ability to communicate with external software using the AMI interface
The Licensor is not responsible for inadequate security of the licensee’s infrastructure, especially the exchange communicating with the Voipero system. The Licensee bears full responsibility for any damages that may arise as a result of unauthorized access by third parties
In case of a desire to modify the rules of the firewall installed on Voipero, it is necessary to send an appropriate notification to the technical support of the Licensor, stating in the content the IP address or pool of addresses that are to be unlocked
The operation of the Voipero application and the use of its functions requires constant access to the Internet. Access and use of the Internet (along with fees) will be subject to the provisions of the agreement concluded with the Internet network operator. The Licensee is always solely responsible for any issues arising in connection with the use or access to the Internet.
The Licensee is responsible for providing at his own expense and scope the entire IT infrastructure: hardware, current software, web browser, Internet connection – necessary to use Voipero, except those declared as provided by the Licensor. In this respect, the Licensor has no obligation to bear any costs.
Access to the Voipero software requires having and providing (online, on the Internet) access data, i.e. unique: host address, logins and passwords identifying the Licensee and port for communication. The access data must be entered after logging into the Voipero system in the tab: Other options -> Settings.
The instruction manual for the Voipero application can be found after logging into the Voipero application.
The Licensee confirms that he has obtained from the Licensor all necessary information intended to assess whether the Voipero application is in line with his expectations and to take all precautions required for the operation of the Voipero software and system.
The current price list of paid services is posted on the website: https://voipero.com
§ 5 FEES
The price list of paid services is posted on the website: https://voipero.com
In case of termination of this agreement, in particular due to breach of the agreement or the scope of the license, refund of fees already paid is not due.
Payment for paid services will be made on the basis of VAT invoices sent electronically to the Licensee. The Licensee agrees to receive invoices from the Licensor in electronic form. At the same time, he confirms that he has been informed that in order to preserve the integrity and integrity of invoices, they are also stored and available in the Licensor’s IT system. The change or withdrawal of this acceptance may take place in writing or electronically.
Lack of information about due payments and lack of delivery of an invoice, regardless of the reason, does not release the Licensee from the obligation to pay in accordance with this agreement and the selected plan posted on the website https://voipero.com
All paid services, products or licenses selected by the licensee will be itemized on the invoice. The Licensee undertakes to pay for the selected services, products or licenses within 7 working days following the acceptance of the transaction by the licensee.
The Licensee is obliged to keep confidential the transmitted access data and not to disclose them to third parties. The Licensor is not liable for any damages incurred by the Licensee or third parties as a result of unauthorized use of access data.
Failure to pay for paid services exceeding 14 calendar days gives the Licensor rights to: terminate the contract with fault of the Licensee, suspend access data, suspend access to the Voipero system until payment is made in full.
The date of payment is the date of crediting the balance on the Licensor’s bank account shown on the invoice.
The Licensor is not responsible for problems resulting from delays in posting payment to a bank account caused by third parties: mail, banks, payment institutions, payment systems, cards.
§ 6 UPDATES
The Licensor ensures that the Licensee receives the Voipero software in the latest version made available in production.
The Licensee is informed that the Voipero application may periodically automatically download and install updates. The Licensee agrees to receive such updates and allows the Licensor to provide them.
Updates are intended to improve, extend and further develop and may take the form of bug fixes, feature extensions, new modules or completely new versions.
The Licensor informs the Licensee in advance about the intention of updating and the date of its execution electronically, most often by means of messages displayed after logging into the voipero system. The Licensor is not responsible for the licensee’s failure to familiarize himself with the announcements visible in the system and any consequences that may arise as a result of temporary lack of access to the system, or failure to comply with the recommendations published in the system.
The update consists of a series of actions carried out by the Licensor, aimed at delivering the latest version of the solution.
The cost of updating is borne by the Licensor, unless these are programming works for the Licensee, related to individual modification or extension of the possibilities, functionality of Voipero, not included in the fee.
The Licensee during the validity of the license has the right to technical support of the Voipero software including: removing any defects and irregularities in operation, removing failures or updates, supervising the state of data, maintaining integrity of the software database and correctness of administration, accepting and implementing reports on errors in software, in particular related to inability to log in and inability to perform existing functions of Voipero application.
Any irregularities in the operation of Voipero software in accordance with its purpose and license should be reported immediately to the Licensor electronically at [email protected]://bing.com/search?q=translate+polish+to+english&form=SKPBOT. The notification should contain data allowing identification of the Licensee, subject and description of circumstances justifying
The Licensor does not guarantee the proper operation of Voipero on all end devices and operating systems and is not responsible for the security of data transmission outside the technical infrastructure belonging to the Licensor.
The Licensee’s obligation is to ensure cooperation with the Voipero application on his own, in particular by proper configuration, adjustment and updating of hardware and software, ensuring its interoperability with Voipero, applying protection against network attacks, viruses and other attempts of interference.
To the maximum extent permitted by law, the Licensor will not be liable for loss of profits that the Licensee could achieve if he had not been harmed or for any indirect damage, including any damage that is only a further consequence of damage for which the Licensor is liable.
The Licensor is not liable for damages resulting from the introduction by the Licensee of incorrect data, improper operation of the Voipero application, actions of the Licensee inconsistent with the granted license, this agreement, or inconsistent with the recommendations of the Licensor for using the Voipero system.
The Licensor is not liable for any damages and losses resulting from causes or their connections independent of the Licensor, and belonging to the group of risks related to the use of IT systems and mobile devices connected to the Internet.
The Parties are free from liability due to total or partial non-performance of obligations specified in this agreement in cases caused by force majeure (understood as an external event in relation to the business activity, of an extraordinary nature, manifesting itself in a negligible degree of probability of its occurrence and of an overwhelming nature, consisting in the impossibility of its „control” and prevention of its effects at the existing level of development of knowledge and technology).
The Licensor does not guarantee that the Voipero application will always operate continuously, flawlessly and uninterrupted (see in this agreement: §6 UPDATES), or will be compatible with hardware or system requirements of components provided by third parties. The Voipero software is provided „as is” and is used by the Licensee at his own risk and responsibility.
Except for intentional fault of the Licensor, he will not be liable to the Licensee for any damages, loss of profits, loss of goodwill, loss of employee earnings, downtime and/or failures or incorrect operation of IT devices and/or costs of providing a substitute software or services regardless of whether the claim for damages is based on contractual liability, tort or any other. The limitation of liability described here is based on the fact that despite all efforts made by the Licensor, there may be problems caused by an error in the software or improper operation of the IT system. The total liability of the Licensor under any provisions of this agreement is in each case limited to the amount of money that the Licensee actually paid to the Licensor in the month when the damage occurred.
The Licensee acknowledges that: in connection with using the Voipero application, the Licensor has the possibility to view online the contents of the hard disk, i.e. access to data such as: call billing and their recordings. The Licensor has applied an automatic procedure that will cyclically delete these data after a specified time (for billing it will be twelve months, and recordings, depending on the package from one to six months). The Licensor does not archive these data. In connection with this, the Licensor does not process these data manually. However, if there is a need to entrust the Licensor with processing personal data administered by the Licensee in connection with the implementation of this agreement and using Voipero application, Parties will apply and meet requirements regulation (EU) 2016/679 of European Parliament and Council dated 27 April 2016 on protection natural persons in connection with processing personal data and on free movement such data and repealing Directive 95/46 / EC.
The Licensor makes every effort to maintain integrity, confidentiality and security collected data on its own servers. Using by Licensee Voipero application takes place in a way that prevents unauthorized access to content transmission, in particular using cryptographic techniques appropriate for type transmission.
The Licensee accepts fact that Voipero system operates in test phase which can significantly affect continuity system operation and its performance. The Licensor is not responsible for any damage that may arise as a result errors in system operation. The Licensee acknowledges that software is being developed new functionalities may result in appearance unintended errors in software. The Licensee accepts risk associated with using system and bears full responsibility for way it uses it.
§ 8 MAINTAINING CONFIDENTAILALITY
The Parties undertake to keep confidential any confidential information that they have learned in connection with the performance of this agreement, and the disclosure of which could expose the other Party to damage.
The Parties confirm the fact of recognizing as a trade secret of the other Party any technical, technological and commercial or organizational information of its enterprise (know-how) that has not been disclosed to the public, as to which the entrepreneur or persons authorized by him have taken necessary actions to maintain their confidentiality. Confidential Information means in particular any information, data, documents, plans, business strategies, projects, procedures, systems, in particular of a technical, technological, commercial, production, financial, legal, IT, organizational nature and other information having economic value for the Parties.
Without prior written consent, neither Party shall publish or otherwise disclose directly or indirectly any Confidential Information provided to it by the other Party in connection with the performance of this agreement to any third party.
Each Party is obliged to take all reasonable precautions to protect and ensure the confidentiality of Confidential Information and any documents and data carriers containing such information and to immediately notify the other Party in writing of any known case of unauthorized use or disclosure of Confidential Information.
The obligation to maintain confidentiality does not apply to Confidential Information that: on the date of conclusion of this agreement or at any time after that date are generally known without violating the provisions of this agreement; as to which the Party will prove that they were known to it before their disclosure; must be disclosed in connection with the requirements resulting from applicable law, including must be presented to administrative authorities, courts or government bodies; The entrusting Party previously consented in writing to their disclosure.
The Parties acknowledge and agree that any breach of confidentiality rules set out in this agreement will cause damage to the other Party. In case of breach of confidentiality rules set out in this agreement, the breaching Party is obliged to repair damage to the other Party in full amount.
§ 9 FINAL PROVISIONS
In the event that the provisions of this agreement prove to be invalid or ineffective, this circumstance does not affect the validity and effectiveness of the remaining provisions. Instead of invalid or ineffective provisions, the norm corresponding to what the Licensor and Licensee agreed or what they would agree if they made such a provision in this agreement will apply.
In matters not regulated by this agreement, the provisions of Polish law shall apply, including the Polish Civil Code, the Act of 4 February 1994 on copyright and related rights (Journal of Laws 1994 No. 24 item 83 as amended), regardless of the country of origin of the Licensee.
The Parties jointly confirm that the place of performance of this agreement is the place of residence of the Licensor.
Any notices related to this agreement intended for the Parties may be made in the form of electronic messages addressed to e-mail addresses:
Annexes, appendices to this agreement constitute its integral part.
The Licensor has no right to transfer, in any form, rights arising from this agreement to third parties, without written consent of the Licensor, under pain of ineffectiveness.
Any changes to this agreement require a written form under pain of nullity.
It is the will of the Parties that disputes related to the performance of this agreement will be settled by a common court in Krakow.
Persons signing this agreement declare that they are authorized to sign and make declarations of intent on behalf of the Parties they represent and that this authorization has not expired on the date of conclusion of the agreement.
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