BY PURCHASING OR USING PARLANCE SERVICES OR OTHER SERVICES SPECIFICALLY IDENTIFIED IN AN ORDER FORM AS IT RELATES TO THE PARLANCE OFFERINGS, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT PURCHASE, ACCESS, OR USE THE PARLANCE SERVICES OR OTHER SERVICES SPECIFICALLY IDENTIFIED IN AN ORDER FORM AS IT RELATES TO THE PARLANCE OFFERINGS.
License. Subject to End User’s compliance with the terms of this Agreement, Parlance grants End User a non-transferable license to access and use the Parlance Service through the applicable interfaces solely for your business operations.
Limitations on Use. End User will not:
- record or capture in electronic form any Software or Company Technology, including without limitation transmitting, transferring or disclosing, such content through any means including social media or other content sharing services;
- license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Software or Company Technology;
- use the Parlance Services as a service bureau, for outsourcing, for sharing access to any Software and/or Company Technology available through the Parlance Service with any Third Party or for otherwise offering or making available the functionality of the Parlance Service to any Third Party;
- permit any other person to access or use the Parlance Service using another End User’s ID, login or password or otherwise make End User’s ID, login or password available to any Third Party;
- import, add, modify or delete data in any database provided under the Parlance Service by any method other than direct data entry through the Software, Service or through a Company-developed Interface or Company-developed API, unless such method is pre-approved in writing by Company;
- use the Parlance Service to process anything other than End User’s data;
- decompile, disassemble, or otherwise reverse-engineer the Software and/or Company Technology made available through the Parlance Service;
- send spam or otherwise duplicative or unsolicited messages in violation of the Laws;
- send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or that violates third party privacy rights;
- send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; and/or
- interfere with or disrupt the integrity or performance of the Parlance Service or the data contained therein
Proprietary Rights. Company and its licensors own the Company Technology that is used in the Parlance Service. End User understands that no Software and/or content is being sold under this Agreement but rather End User’s use and access to certain Software and/or content as made available within the Parlance Service by Company under the terms of the Master Agreement, are subject to the terms and conditions of this Agreement. End User has no right to use Company’s or any third party’s name, trademarks or logo, or any goodwill now or hereafter associated therewith, all of which is the sole property of and will inure exclusively to the benefit of Company or such third party.
No Modifications. End User agrees not to modify, create derivative works of, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code in any Company Technology made available through the Parlance Service. Breach of this section will be deemed a material breach of these terms.
Feedback. Company or any of its employees do not accept or consider unsolicited ideas, including ideas for new advertising campaigns, new promotions, new or improved products or technologies, product enhancements, processes, materials, marketing plans or new product names. The sole purpose of this section is to avoid potential misunderstandings or disputes when Company’s products and/or marketing strategies might seem like ideas submitted to Company. If despite Company’s request that End User not send Company its ideas, End User still submits them, then regardless of what is stated when End User makes such a submission, the following terms shall apply to End User’s submissions: End User agrees that (1) its submissions and their contents will automatically become the property of Company, without any compensation to End User; (2) Company may use or redistribute the submissions and their contents for any purpose and in any way; (3) there is no obligation for Company to review the submission; and (4) there is no obligation to keep any submission confidential. Should Company seek out End User’s, and/or any of its Personnel’s, feedback and/or End User elects to submit feedback on Company’s existing products and/or marketing strategies, then do not include any ideas that Company policy will not permit it to accept or consider. Any feedback End User provides shall be deemed to be non-confidential. Company shall be free to use such information on an unrestricted basis and End User will not assert, and End User will not authorize, assist, or encourage any Third Party to assert, against Company or its End Users, vendors, business partners, or licensors, any intellectual property infringement claim based upon any Products or Services provided hereunder, or any related feedback.
End User Information. Parlance does not sell Information, will treat all Information as protected data, and will only share Information with a partner or vendor when needed to perform the Parlance Service or fulfill its obligations under the Agreement. Nothing in this Agreement will be construed to prohibit disclosure of Information to the extent that the disclosure is required by law or valid order of a court or other governmental authority.
Disclaimer of Warranty and Limitation of Liability. THE PARLANCE SERVICE, AS WELL AS ANY COMPANY TECHNOLOGY RESIDING THEREIN, IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY (WHETHER EXPRESS OR IMPLIED – INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT) OR ANY OTHER LIABILITY TO COMPANY, INCLUDING WITHOUT LIMITATION, NO LIABILITY FOR CONSEQUENTIAL, INDIRECT, CONTINGENT, OR SPECIAL DAMAGES, LOST PROFITS FOR SEQUENCE, ACCURACY OR COMPLETENESS OF DATA OR THAT IT WILL MEET THE END USER’S REQUIREMENTS, EVEN IF COMPANY OR ANY OF ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. END USER ASSUMES THE ENTIRE RISK OF USING THE PARLANCE SERVICE AND ANY COMPANY TECHNOLOGY THEREIN. IN NO EVENT, SHALL COMPANY BE LIABLE TO END USER OR TO ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR CONTINGENT DAMAGES INCLUDING LOSS OF PROFITS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS SHALL APPLY WHETHER IN AN ACTION BASED ON CONTRACT, TORT OR ANY OTHER THEORY.
Entire Agreement. The Agreement (i) contains the entire understanding between the parties with respect to the subject matter set forth herein, and neither party is relying on any representations or warranties other than those found in the Agreement, (ii) supersedes all prior and contemporaneous negotiations, agreements, contracts, commitments and understandings, both verbal and written, between the parties, and (iii) does not operate as an acceptance of any conflicting terms or conditions and shall prevail over any conflicting provisions of any purchase order, request for proposal, request for information or any other instrument. End User understands that the headings used in the Agreement are solely for convenience of reference and are not intended to have any substantive significance in interpreting the Agreement. Company may modify the terms of this Agreement at any time by posting new terms to its web site at www.parlancecorp.com/eua. End User may notify Company in writing within 30-days of such change that End User does not wish to accept the new terms. In the absence of such written non-acceptance notification within the 30-day period, End User confirms acceptance of the new terms by continuing to use the Parlance Services. If End User does not accept the new terms by notifying Company within the 30-day period, then End User may continue to use the Parlance Services under End User’s existing terms until the end of the then current month.
DEFINITIONS. Capitalized terms shall have the meaning set forth in the Master Agreement or as defined below.
“Company Technology” means the Products, Services and Documentation, including all Interfaces, templates, forms, software tools, algorithms, software (in source code and object code forms), user interface designs, architecture, toolkits, plug-ins, objects, documentation, network designs, ideas, processes, know-how, methodologies, formulas, systems, data, heuristics, designs, inventions, techniques, trade secrets, and any related intellectual property rights throughout the world included therein, as well as any derivatives, modifications, improvements, enhancements, or extensions of the above, whenever developed.
“Documentation” which are all user manuals, on-line help files and other materials, in all forms, describing the functionality, features, performance or operating characteristics of the Parlance Service. Parlance shall make available to End User all available Documentation for the Parlance Service to enable End User to use and fully understand the use and operations of the Parlance Service. Parlance shall make available to End User any updates or enhancements to all Documentation no later than the date any such update or enhancement is generally made available by Parlance to its own End Users.
“Hardware” which is the computer hardware, physical or virtual, supplied by Parlance and used for the operation of Software.
“Information” means the information provided by End User to Company for the purpose of performing the Parlance Service.
“Law” means those applicable federal and state statutes, regulations, codes, ordinances, agency directives, binding court orders and other binding government requirements.
“Master Agreement” means the agreement between Company and Reseller that allows the Reseller to sell the Parlance Service.
“Parlance Service” is a comprehensive operator services solution that works with End User’s operators and/or call agents to meet growing call load demands, enables enhanced productivity for operators and call agents, and improves service levels to callers. The Parlance Service will facilitate caller self-service, which may consist of the routing of telephone calls to persons and/or information within End User’s organization or completing a task or transaction.
“Personnel” means, with respect to each party, such party’s officers, employees and contractors.
“Products” means one or more of the following procured by Customer as set out in an order form: Company Software, third party Software, Content, Company Hardware, and Third Party Hardware.
“Software” means Company Software and third party Software.