END-USER LICENSE AGREEMENT (EULA)

SOFTWARE PRODUCT: VitalPBX and VitalPBX installed Applications (for Linux, iOS, Android, macOS and Windows)

Licensed Copies: 1 per License Subscription or Individual Purchase; any within the “Community” edition/version of the software.

IMPORTANT – READ THIS DOCUMENT CAREFULLY PRIOR TO FULLY INSTALLING AND USING ANY VITALPBX SOFTWARE: This end-user license agreement (“EULA”) is a legal agreement between you (an individual, a company, an organization, or any other person or single entity) (“End User”) and VitalPBX, LLC (“VitalPBX”) for the different software application products developed for and by VitalPBX, this includes computer software and may include or be bundled with other electronic, printed or online materials or documentation (“Product”). The Product may be accompanied by amendments or addenda to this EULA. This EULA shall apply only to the Product supplied by VitalPBX herewith regardless of whether other software is referred to or described herein. By installing or using the Product you agree to be bound by the terms of this EULA, and confirm your acceptance of the Product. If you do not agree to be bound by these terms, or do not have authority to bind the end-user to these terms, then do not install or use the Product and return the Product to your place of purchase for a refund in accordance with VitalPBX refund policies.

1. GENERAL.

• Reservation of Rights. The Product accompanying this License is licensed, not sold, to you by VitalPBX for use only under the terms of this EULA, and VitalPBX and its suppliers reserve all rights not expressly granted to you in this EULA. The rights granted herein are limited to the intellectual property rights. You own the media on which the Product is recorded but VitalPBX and its suppliers retain all rights, title and interests, including all copyright and intellectual property rights, in and on the Product itself.
• Updates and Upgrades. The terms of this EULA will govern any software upgrades or updates provided by VitalPBX that replace and/or supplement the original Product, including customizations developed directly by VitalPBX and its development partners. To install or use software upgrades or updates provided by VitalPBX identified as such, you must first be licensed for the Product that was upgraded.
• Third Party Software. The Product may contain third party software which requires notices and/or additional terms and conditions. Such required third party software notices and/or terms and conditions are included with the relative third party software or are located at the web site of VitalPBX at https://vitalpbx.com, and are made part of and incorporated by reference into this EULA. By accepting this EULA, you are also accepting the additional terms and conditions, if any, set forth therein.

2. GRANT OF LICENSE. VitalPBX grants you the following rights subject to your agreement and compliance with all terms and conditions of this EULA:

• Installation and use. Subject to the terms and conditions of this EULA, you may install, use, access display and run up to the number of licensed copies of the Product indicated above (“Licensed Copies”).

3. LICENSE RESTRICTIONS. Except to the extent contrary to applicable law:

• Installation and use. Commercial Licensing is limited per server. One License cannot be used for more than the server that it was purchased for, with the ability to revoke the license up to three (3) times per year, to move it between different servers.
• Trials and Not For Resale. If the product is identified by VitalPBX as a trial or demo, you shall not be allowed to use the Product beyond the time or functional limitations specified or imposed by VitalPBX in respect of such trial version. Timed-Trial licenses grant at least fifteen (15) days of trial and a valid payment method must be applied, after which charges will start automatically. The subscription process can be cancelled at any time from the user’s account on VitalPBX’s website. If the product is labelled “Not For Resale” or “NFR” then your use of the Product is limited to use for demonstration, test, lab environments, or evaluation purposes in accordance with such limitations as may be specified by VitalPBX, and you shall not use such NFR license/version/edition for a purpose other than the sole purpose of reviewing and evaluating the Product.
• By downloading, installing, viewing or using this software End User 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, and may not take any other steps intended to produce a source language statement of the VitalPBX contained within the software.
• No Reverse Engineering or Modifications. You may not reverse engineer, decompile, or disassemble the Product, except and only to the extent that it is expressly applicable by law notwithstanding this limitation. Furthermore, you may not create derivative works based upon the Product without expressed permission from VitalPBX.
• Non-exclusive rights. Your license rights under this EULA are non-exclusive.
• Reservation of rights. VitalPBX reserves any and all rights expressly granted to you in this EULA.

4. CONSENT AND COLLECTION AND USE OF DATA. You agree that VitalPBX and its affiliates may collect and use technical information you provide as part of sales and support services related to the Product. VitalPBX agrees that it will only use this information in manner which respects your privacy and in accordance with applicable data protection laws, and that it will not sell information which personally identifies you to third parties.

5. TERMINATION.

• This Agreement may be terminated upon any breach of VitalPBX’s intellectual property rights or any of the outlined terms of use as stated above. Upon termination of this Agreement, End User shall, at VitalPBX’s option, return to VitalPBX or destroy any Software and any monies paid for the Software will not be refunded.
• Without prejudice to any other rights which VitalPBX may exercise at its discretion, this EULA will automatically be cancelled if you do not abide by the terms and conditions of this EULA, in which case you will be left with the Community edition of the Product, where no commercial license is applied. For subscriptions, you have the ability to cancel your license any time from your account on VitalPBX’s website, or the Partners Portal.

6. LIMITATIONS OF WARRANTIES, REMEDIES, DAMAGES AND LIABILITY

• Limited Warranty. Except with respect to Trial Licenses, Not for Resale, and the Community Version on which no warranty is given, VitalPBX warrants that, when used with a recommended hardware configuration in a secure network environment, for a period of thirty days from the date of purchase (as evidence by a copy of your invoice) the Product will perform substantially in accordance with the accompanying materials.
• Other than as provided in this agreement, the software is provided “as is” and VitalPBX 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 non-infringement, or any warranties arising from a course of dealing, custom, usage, or trade practice. VitalPBX 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 by VitalPBX.
• 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, KNOWN AS THE LICENSE FOR COMMERCIAL MODULES. SERVICES, SUCH AS WHITE LABEL OR SUPPORT PACKAGES DO NOT APPLY FOR ANY TYPE OF INDEMNITY. The foregoing shall not be construed to limit end user’s payment obligations under this agreement.
• Custom development. VitalPBX retains any rights to any development made by VitalPBX or any of its partners and subsidiaries. VitalPBX has the right to distribute and apply the custom development for the general user base. VITALPBX RESERVES ALL RIGHTS OF THE DECISION TO WHETHER OR NOT IMPLEMENT A REQUESTED CUSTOM DEVELOPMENT.

7. INDEMNIFICATIONS

• During the terms of the agreement, VitalPBX shall indemnify, defend and hold harmless End User from and against third-party claim asserted against End User the VitalPBX Commercial Add-On module purchased or License Subscription, when used in accordance with this Agreement and as outlined in VitalPBX’s Store for each Commercial Module, https://vitalpbx.com/vitalpbx-store/ directly infringes a patent or copyright of such claimant (an “IP Claim”), and VitalPBX will pay those costs and damages finally awarded or settled (upon settlement terms acceptable to VitalPBX) against End User based on such IP Claim not to exceed amount paid from Customer to VitalPBX for purchase of Commercial Module that infringes on IP Claim; (a) End User promptly notifies VitalPBX in writing of such IP Claim, but in no case later than reasonably required to prevent VitalPBX’s ability to defend such IP Claim from being prejudiced; (b) VitalPBX has sole control of and End user reasonable cooperates in all respects in the defense of each such IP Claim and all related settlement negotiations and End User does not make any admission or disclosure or otherwise take any action prejudicial to VitalPBX; and (c) such IP Claim does not relate to any act of End User including (without limitation) a change in the VitalPBX Software or using the software in a non document way as found at https://vitalpbx.com/vitalpbx-store/, or a combination of the VitalPBX Software with or the addition of the VitalPBX Software to products or other software which have not been developed and supplied by VitalPBX, or any breach of this Agreement by End User.

8. MISCELLANEOUS

• 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 the partner/end user that are not contained herein. This agreement may be modified in writing with future depictions.
• 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. The failure or delay of VitalPBX to exercise any of its rights under this EULA or upon any breach shall not be deemed a waiver of those right or of the breach.
• 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 leach changes necessary to effect, to the fullest extent permitted by law, the intent of the parties as set forth in this Agreement.
• Copyrights and Trademarks. The Product is protected by copyright and other intellectual property laws and treaties. VitalPBX, or, as the case may be, its suppliers, own all title, copyright, and other intellectual property rights in the Product (© VitalPBX, LLC. 2017 – All Rights Reserved). Third party trademarks, trade names, product names and logos may be the trademarks or registered trademarks of their respective owners. You may not remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in the Product. This EULA does not authorize you to use VitalPBX’s or its licensors’ names or any of their respective trademarks for your own commercial purposes.