ASPECT VIA® SERVICE

SELF-GUIDED TOUR TRIAL AGREEMENT

BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY USING THE ASPECT VIA® SELF-GUIDED TOUR, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” WILL REFER TO THAT ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE ASPECT VIA SELF-GUIDED TOUR TRIAL SERVICE.

1. Use of the Service. We will make the Aspect Via Self-Guided Tour trial service (Service) available to you subject to the terms of this Aspect Via Self-Guided Tour Trial Agreement (Agreement) and the applicable Documentation. You may only use the Service for internal evaluation purposes during the trial term, and by no more than the number of permitted Users. You acknowledge that we may change the Service or discontinue making the Service available to you at any time in our sole discretion. You may obtain full subscription rights by entering into a Subscription Service Agreement and submitting an order document.

 

2. Equipment and Connectivity. You must comply with the minimum equipment specifications to connect to the Service. We make no representation or warranty that your equipment will operate with the Service and we have no responsibility or liability for the operation of your equipment or the voice and data connectivity.

 

3. Your Responsibilities. You are responsible for all activity occurring under your User accounts, for the manner in which you and your Users use the Service, and for the results obtained and conclusions drawn from the use of the Service. You must not: (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute or otherwise commercially exploit the Service nor make the Service available to any third party, other than as expressly permitted by this Agreement; (b) use the Service to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (c) use the Service to send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that violates third party privacy rights or which would be considered in appropriate by a reasonable person; (d) use the Service to send or store any virus, worm, time bomb, Trojan horse or other harmful or malicious code, file, script, agent or programs; (e) interfere with or disrupt the integrity or performance of the Service or the data contained therein; (f) attempt to gain unauthorized access to the Service or its related systems or networks, or permit direct or indirect access to or use of the Service in a way that circumvents a usage limit; (g) create derivative works or copy the Service or any part, feature, function or user interface thereof; (h) reverse engineer, disassemble, or decompile the Service, or allow any others to do the same; (i) access the Service in order to build a competitive product or service or copy any ideas, features, functions or graphics of the Service; (j) export or re-export the Service or any copy or adaptation in violation of any applicable laws; or (k) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Aspect or our licensors on or within the Service. You must: (i) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service and notify us promptly of any unauthorized access or use; (ii) select, purchase, configure, operate and maintain your computer equipment, hardware, websites, and Internet and telephone connections at the your premises necessary for use of the Service; and (iii) comply with the Documentation (if applicable), Aspect’s Acceptable Use Policy (available at http://www.aspect.com/acceptable-use-policy) and all applicable laws and any instructions provided by us for use of the Service.

 

4. Data and Use; Technical Support. During the Service term, you will not, and will not permit any third party to: (a) include any sensitive or protected data, including but not limited to Personal Information as part of the Customer Data; or (b) use the Service for production purposes. Upon termination of the Service, Customer will lose all access to the Service and any Customer Data stored in the Service. Aspect has no obligation to maintain any Customer Data in the Service after the effective date of termination. Any use or testing of the Service is at Customer’s sole risk. Aspect is not obligated to provide any particular type or level of maintenance, technical or other support for the Service; provided, that Aspect will make commercially-reasonable efforts to provide timely “business day” technical support upon request.

 

5. No Confidentiality of Customer Data. Customer acknowledges and agrees that any and all Customer Data processed through the Service is not proprietary or confidential to Customer and may be retained in the Service during and after Customer’s Service term and accessible to us and to other Service participants.  Customer must ensure that no Personal Information or other information, materials, or data which (i) Customer considers proprietary or confidential, or which (ii) is otherwise prohibited by the terms and conditions of this Agreement, is contained in the Customer Data or otherwise processed through the Service.  Customer hereby consents to the access, use, processing, storage, and transmission of Customer Data by us and by other Service participants during and after Customer’s Service term.

 

6. Proprietary Rights. Subject to the limited rights expressly granted in this Agreement, Aspect or our licensors reserve all rights, title and interest in and to the Service, including any Documentation or other materials related to the Service, and including all related intellectual property rights there to. We will own all rights in any copy, translation, modification, adaptation, or derivation of the Service, including any improvement or development thereof. No rights are granted to you other than as expressly set forth in this Agreement. We have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Service and any other of our products or services any suggestions, enhancement requests, recommendations or other feedback provided by you, including by your Users, relating to the Service.

 

7. Term and Termination. This Agreement commences upon your acceptance or first use of the Service and remains in effect until the earlier of: (a) the end of the trial term; (b) our ceasing to make the Service available to you; or (c) your discontinuation of your use of the Service. Upon termination of the Agreement, you will lose all access to the Service and any Customer Data you may have stored in the Service.

 

8. Critical Use Disclaimer. The Service is not designed for any critical applications or use, including but not limited to use with or in support of: life support systems; emergency medical, fire or police applications; emergency 911 calls; aircraft or mass transit control; or any other systems or applications where Service failure could lead to bodily injury, loss of life or catastrophic property damage. ACCORDINGLY, ASPECT, ITS AFFILIATES AND LICENSORS DISCLAIM ANY LIABILITY ARISING OUT OF THE USE OF THE SERVICE IN ANY CRITICAL APPLICATIONS. Your use of the Service for or in support of a critical application is solely at your own risk.

 

9. No Warranty. THE SERVICE IS PROVIDED "AS-IS," EXCLUSIVE OF ANY WARRANTY WHATSOEVER. WE AND OUR AFFILIATES AND LICENSORS DISCLAIM WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING THE SERVICE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY FOR NON-INFRINGEMENT, THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING YOUR CUSTOMER DATA, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. Any use or testing of the Service is at your sole risk. We are not obligated to provide any maintenance, technical or other support for the Service.

 

10. No Damages. IN NO EVENT WILL WE, OUR AFFILIATES OR LICENSORS HAVE ANY LIABILITY UNDER THIS AGREEMENT TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES BASED ON LOST PROFITS, DATA, OR USE, HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR NOT. FURTHER, NEITHER ASPECT NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (a) YOUR INABILITY TO USE THE SERVICE, INCLUDING AS A RESULT OF ANY (i) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE, (ii) DISCONTINUATION OF A PORTION OR ALL OF THE SERVICE, OR, (iii) WITHOUT LIMITING ANY OTHER OBLIGATIONS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICE FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (b) THE COST OF PROCUREMENT OF SUBSTITUTE SOFTWARE, GOODS OR SERVICES; (c) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE; OR (d) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CUSTOMER DATA OR OTHER DATA.

 

11. Indemnification. You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim or legal action alleging: (a) that Customer Data or your or your User’s use of the Service infringes or misappropriates a third party’s privacy or intellectual property rights; or (b) harm caused by your or your User’s gross negligence, willful misconduct, or your breach of this Agreement or violation of applicable law.

 

12. Relationship to Other Agreements. If you entered into a master agreement with Aspect for other Aspect subscription services, the terms in that master agreement do not apply to your use of this Service. This Agreement governs your access to the Service but not your access to our other subscription services.

 

13. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. We do not undertake to perform any of your regulatory obligations or assume any responsibility for your business or operations.

 

14. General Provisions. You may not assign any of your rights or obligations under this Agreement, whether by operation of law or otherwise, without our prior written consent. This Agreement is governed exclusively by the laws of the Commonwealth of Massachusetts without regard to its conflicts of laws rules. The United Nations Convention on Contracts for the International Sale of Goods and Uniform Computer Information Transaction Act, as adopted by any state or governing body, does not apply. This Agreement constitutes the entire agreement between the parties regarding the Service, and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning the Service. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted.

 

15. Definitions.

Aspect means Aspect Software, Inc.

 

Customer Data means data (whether in an audio, video, image, or text format) that you process through the Service. Customer Data does not include information or data regarding usage or performance of the Service.

 

Documentation means Aspect’s or its licensors’ user manuals and other published protocols, standards and technical specifications as updated from time to time.

 

Personal Information means any data, either alone or in combination with other information, by which a natural person can be identified or located, or that can be used to identify or locate a natural person.

 

Service means the Aspect Via subscription service offered on a self-guided trial basis.

 

User(s) means concurrent user authorized to use the Service concurrently with other users, limited by a maximum number of concurrent users at any one time. Users are individuals who are authorized by you to use the Service and may include but are not limited to employees, consultants, contractors and agents of you or your affiliates.

 

We, us or our means Aspect Software, Inc.

 

You or your means the company or other legal entity for which you are accepting this Agreement, and affiliates of that company or entity.

 

Updated July 6, 2018; Copyright © Aspect Software, Inc. 2018.