Micro Plus Software Limited trading as Tollring, a company incorporated in England and Wales (registration number 02843012) of 10 Moorcroft, Harlington Road, Uxbridge, Middlesex UB8 3HD, United Kingdom (“Tollring”) or its licensors, own the intellectual property rights in the Software and Documentation (as defined below) (“Product”). It is unlawful to load, install or copy this Software into a computer, or use the Documentation, without accepting this licence. Tollring is willing to licence this Product to you only on condition that you accept all the terms and conditions contained in this licence agreement.

Licence Acceptance Procedure

By clicking on the “I accept” button and/or by downloading, installing and/or using the Product, you indicate acceptance of this licence and the limited warranty and limitation of liability set out in this licence. You are (i) representing that you are not a minor and have full legal capacity and have the authority to bind yourself and if applicable, your employer, to the terms of this Agreement; and (ii) consenting on behalf of yourself and/or as an authorised representative of your employer. If you are not so authorised, nor deemed in law to have such authority, you assume sole personal liability for the obligations set out in this licence. You should therefore read this licence carefully before clicking on the “I accept” button.

Licence Rejection Procedure
If you do not accept these terms and conditions, you cannot install or use the Product. You should destroy any unlicensed copies of the Product which might be in your possession and/or control.

Definitions, Software Permissions and Restrictions
“Computer” means an electronic programmable device for the storage and processing of information; 
“Documentation” means the relevant User Manual and User Guide for the Software; 
“Order Document” means the order documentation and provisioning record, which may include a Licensee purchase order, in a format acceptable to Tollring or its Suppliers (as defined below), under which the Software was ordered; 
“Software” means the relevant version of the Tollring software program known as iCall Suite for which You have paid the license fees or which You are evaluating in accordance with Section 13 below; 
“Suppliers” means Tollring’s authorised reseller, distributor or agent as relevant; 
“You” or “Your” means the entity licensing the Software as set out in the Order Document; 
“Use” means the installation of the Software in conformity with this Agreement and the relevant Documentation. 
This Agreement is between You (either an individual or single entity) (“Licensee”) and Tollring, and applies to the object code copy of the Software (which may contain client, server and toolkit components) and any update thereof, unless such Software or update is expressly governed by a separate software licence agreement signed by You and Tollring.

1. Licence
Subject to the terms of this Agreement and payment of all fees, if relevant, Tollring grants Licensee a non-sub-licensable, non-transferable, non-exclusive, right to install, load, utilise, store and display the Software in accordance with the Documentation for such Software and as set out in a relevant Order Document, and solely for internal business purposes at the designated location. Licensee may only make one copy of the Product for back up purposes only. Each person that uses or accesses the Software shall be deemed a “User”.

Licensee may, with the prior written consent of Tollring, install and use one further copy only of the Software on the agreed number of Computer/Telephony Devices in a designated test environment at the designated location, solely for testing or evaluation purposes.

2. Licence Restrictions
Licensee will not, and will not instruct or allow any third party to: (i) decompile, disassemble, or otherwise reverse engineer the Software or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the Software by any means whatsoever (except and only to the extent that applicable statutory laws prohibit certain reverse engineering restrictions); (ii) distribute, sell, sublicense, rent, lease or use the Software (or any portion thereof) for time sharing, hosting, service provider or other computer services to third parties or otherwise make the functionality of the Software available to third parties; (iii) remove or in any manner alter any product identification, proprietary, trademark (of Tollring or its Suppliers), copyright or other notices contained in the Software; (iv) modify any part of the Software, create a derivative work of any part of the Software or incorporate the Software into other software, except to the extent expressly authorised in this Agreement or by Tollring in writing; (v) publicly disseminate performance information or analysis (including, without limitation, benchmarks and performance tests) from any source relating to the Software; (vi) use or copy the Software, in whole or in part, except as expressly allowed under the Licence Section.

3. Proprietary Rights
As between the parties, Tollring and/or its third party licensors, retain all right, title and interest, including but not limited to all rights of copyright, trademark, trade secret, patent, or other intellectual property right, in the Product and copies thereof. Licensee agrees not to remove, destroy or alter any proprietary notices contained in or on the Product, and to reproduce such notices exactly in or on each copy of the Product generated, including any copyright, trademark or patent notices.

4. Fees and Payment
Licensee shall pay Tollring or its Suppliers the licence fee as set forth in Tollring’s or its Suppliers price list or as otherwise agreed to by the parties for the number of licensed Users licensed. All payments made to Tollring or its Suppliers shall be made in accordance with the relevant Order Document.

5. Term/Termination
This Agreement shall be in effect until terminated in accordance with this Section. This Agreement and all licenses may be terminated by Tollring: i) immediately upon serving written notice to Licensee for a breach of Section 1, 2 or 3 of this licence; and/or ii) in the event of a material or persistent breach by Licensee, where such breach is capable of being cured, remains uncured for fourteen (14) days from the date of notice of such breach. On payment of all fees, Licensee may terminate this Agreement upon written notice to Tollring. Upon termination of this Licence for any reason, Licensee shall immediately cease all use of all relevant Product and return or destroy (at Tollring’s option) all copies of such Product and certify in writing to Tollring such destruction. Except as otherwise expressly provided herein, the terms and conditions of this Agreement shall survive termination. Save as where otherwise indicated, termination is not an exclusive remedy and the exercise by either party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law, in equity or otherwise.

This licence will terminate on the expiry of the relevant term set out in the Order Document.

6. Limited Warranty, Exclusion and Disclaimer
Tollring warrants to Licensee that for a period of ninety (90) days from delivery (by download or otherwise) of the Software (the “Warranty Period”) the Software will operate substantially in accordance with the Documentation. Tollring does not warrant that the functions of the Software will meet Licensee requirements or that operation of the Software will be uninterrupted or error free. Licensee must inform Tollring in writing during the Warranty Period if the Software does not operate as warranted and provide to Tollring such information and materials as Tollring may reasonably request to document and reproduce such problem and to verify whether any proposed solution corrects such problem. Following the receipt of such information and materials, if Tollring determines, in its sole discretion, that the Software does not operate as warranted, then Tollring will at its election, either: (a) modify the Software so that it operates as warranted; (b) replace the Software with other software offering substantially similar functionality; or, (c) if neither (a) nor (b) is commercially feasible, refund the licence fee paid to Tollring or its Suppliers and any applicable maintenance fees for the Software.

Exclusion: Tollring shall have no responsibility, warranty or other obligations whatsoever if Licensee (or any third party acting on their behalf) uses the Software: (a) in a manner inconsistent with the Documentation or this Agreement; or (b) modifies the Software; or (c) cause a failure of the Software through accident, abuse or misapplication.

NO OTHER WARRANTIES: TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, THE WARRANTIES AND REMEDIES PROVIDED IN THE LIMITED WARRANTY SECTION ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF INFORMATION GENERATED, SATISFACTORY QUALITY, AND NON-INFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. THESE DISCLAIMERS OF WARRANTY CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT.

7. Intellectual Property Indemnity
Subject to the Limitations Section set forth below, Tollring will defend, at its own expense, any claim, suit or proceeding brought against Licensee to the extent it is based upon a claim that the Software (“Indemnified Product”) obtained pursuant to this Agreement infringes upon any patent, or copyright, or misappropriates a trade secret of any third party (“Claim”). Licensee shall: (a) promptly notify Tollring in writing of any such Claim; (b) give Tollring full information and assistance in connection therewith; and (c) give Tollring the sole right to control the defence of any such Claim and the sole right to settle or compromise any such Claim. Tollring shall pay all damages, costs, and expenses finally awarded to third parties against Licensee in such action by a court of competent authority or agreed to in settlement by Tollring. If the Indemnified Product is, or in Tollring’s reasonable opinion might be, held to infringe or misappropriate as set forth above, Tollring may, at its option and expense replace or modify such Indemnified Product with a program substantially similar in functionality so as to avoid infringement or misappropriation, or procure the right for Licensee to continue the use of such Indemnified Product. If neither of such alternatives is, in Tollring’s opinion, commercially reasonable, such Indemnified Product shall be returned to Tollring, and Tollring shall refund the license fees paid by Licensee to Tollring or its Suppliers for such Indemnified Product, as limited by the next sentence. The refund for a perpetual Software licence shall be based on five year straight line depreciation.

TO THE FULL EXTENT PERMITTED BY LAW, THE FOREGOING STATES THE ENTIRE LIABILITY OF TOLLRING TO LICENSEE CONCERNING INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS, INCLUDING BUT NOT LIMITED TO PATENT, COPYRIGHT, TRADEMARK, AND TRADE SECRET RIGHTS, AND IS IN LIEU OF AND REPLACES ANY AND ALL OTHER EXPRESS, IMPLIED OR STATUTORY WARRANTIES OR CONDITIONS REGARDING INFRINGEMENT OR MISAPPROPRIATION.

Limitations: Tollring shall have no liability for, and no obligation to defend Licensee against any claim of infringement to the extent such claim is based on: (a) use of an Indemnified Product outside the scope of this Agreement; (b) use of a superseded or altered release of an Indemnified Product; (c) the combination, operation, or use of an Indemnified Product with software, hardware or other materials not specified in the Documentation; (d) any modification of the Indemnified Product not made or authorised in writing by Tollring; or (e) Licensee’s use of the Indemnified Product after Tollring’s notice to Licensee stating that it shall cease use of the Indemnified Product due to such Claim. The above exclusions apply to the extent that the infringement would have been avoided but for such improper use.

In the event of an infringement suit or action against Tollring that is based on any use or modification of the Indemnified Product by Licensee that is described in whole or part in any of the exceptions to Tollring’s indemnity as set forth above, Licensee will defend, hold harmless and indemnify Tollring from and against any such action or claim, and will pay all damages, costs, liabilities and losses incurred by Tollring.

8. Limitation of Liability
Neither Licensee nor Tollring (nor any of Tollring’s licensors, or Suppliers) shall be liable for any loss of use, lost data, failure of security mechanisms, interruption of business or any indirect, special, incidental or consequential damages of any kind (including damages and lost profits), regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, even if informed of the possibility of such damages in advance. This Section shall not apply to Licensee with respect to any claims arising under Section 2 (Restrictions), Section 3 (Proprietary Rights), Section 9 (Confidential Information and Export) or Section 14 (Bribery Act).

Notwithstanding any other provision of this Agreement, Licensee’s or Tollring’s (and its licensors, or Suppliers) entire liability to the other in connection with or relating to this Agreement, whether in contract, tort or otherwise, shall not exceed the amounts actually paid or payable by Licensee to Tollring under this Agreement. This Section shall not apply to Licensee with respect to any claims arising under Section 2 (Restrictions), Section 3 (Proprietary Rights), Section 9 (Confidential Information and Export) or Section 14 (Bribery Act).

Neither party excludes or limits liability to the other party for death or personal injury caused by its negligence.

The parties agree that the limitations specified in this Section 8 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose. The parties acknowledge and agree that Tollring (such term as used herein to include Tollring’s Suppliers) has set its prices and entered into this Agreement in reliance upon the limitations of liability specified herein, which allocate the risk between Licensee and Tollring or its Suppliers and form a basis of the bargain between the parties.

9. Confidentiality and Export
Licensee acknowledges and agree: i) the Product contain valuable proprietary information and trade secrets of Tollring and Licensee shall protect the secrecy of, and avoid disclosure and unauthorised use of the Product, using at least those measures that Licensee takes to protect their own confidential information, but in no event shall such measures be less than reasonable; and ii) that they shall comply with all applicable export control laws and regulations with respect to the Product.

Export: Licensee acknowledges that the Software contains encryption technology that is subject to export restrictions applied by the Export Control Organisation (ECO) on behalf of the Government of the United Kingdom (“U.K.”) and import restrictions by certain foreign Governments. Licensee will not and will not allow any third party to remove or export from the U.K. or allow the export or re-export of any part of the Software or any direct product thereof: (i) into any country that the U.K. Government or any agency thereof restricts export or re-export to such countries; or (ii) into any country to which such export or re-export is restricted or prohibited, or as to which the U.K. Government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (iii) otherwise in violation of any export or import restrictions, laws or regulations of any foreign Government, agency or authority. Licensee agrees to the foregoing and warrants that it is not located in, under the control of, or a national or resident of any prohibited country or on any prohibited party list. After Tollring or its Suppliers has shipped (exported) the Software to Licensee, it is the responsibility of Licensee to comply with the Cryptographic Software Export Regulations of the Government in the country which the Software was exported to by Tollring or its Suppliers.

10. Audits
Licensee shall keep complete and accurate records indicating the Product, the names of the Users, and the exact locations of each copy of each Product. Tollring and its authorised representatives shall have the right to audit Licensee a maximum of once a year to determine whether Licensee is using the Product in accordance with the terms and conditions of this Agreement. Licensee agrees to cooperate in any such audit, provided it is conducted during Licensee’s normal business hours and Tollring notifies Licensee five (5) business days in advance of its desire to conduct any such audit, and to pay Tollring any monies that as a result of such audit are determined to be due under this Agreement, including but not limited to Tollring’s then-current licence fee for each of the unreported or unauthorised Users.

11. Maintenance
Tollring agrees to provide Licensee with the level of Maintenance and Support (such support being provided by Tollring’s Suppliers as relevant) specified and paid for by Licensee in the applicable Order(s) in accordance Tollring’s then current Maintenance and Support a copy of which can be downloaded at www.tollring.com/support, or as otherwise provided to Licensee by Tollring.

12. Miscellaneous
This Agreement and the licenses granted hereunder may not be assigned by either party without the prior written consent of the other party (and any attempt to do so shall be void); provided, however, Tollring may assign this Agreement to any of its parent, affiliates or subsidiaries, or to an entity acquiring fifty per cent or more of its stock, assets or business.

The validity of this Agreement its interpretation, the respective rights and obligations of the parties and all other matters arising in any way out of it or its expiration or earlier termination for any reason shall be determined by the substantive law, excluding the private international law rules, of England and Wales and will be submitted to the exclusive jurisdiction of the English courts. Any violation or threatened violation of this Agreement may cause irreparable injury to Tollring for which Tollring may apply for injunctive relief, in addition to all legal remedies. The prevailing party in any action to enforce this Agreement will be entitled to recover its attorneys’ fees and costs in connection with such action.

This Agreement represents the complete agreement concerning this license, supersedes all prior agreements, and may be amended only in writing and executed by duly authorised representatives of both parties. Save in respect to quantity and price, the provisions of any Order Document issued by Licensee shall be of no effect (notwithstanding any provisions in such order document to the contrary). If any provision of this Agreement is held by a court of competent jurisdiction to be invalid under any applicable statute, rule or law, the parties agree that such invalidity shall not affect the validity of the remaining provisions of this Agreement, and further agree to substitute for the invalid provision a valid provision which most closely approximates the intent and economic effect of the invalid provision. Headings used in this Agreement are provided for convenience only, and shall not in any way affect the meaning or interpretation hereof. A waiver of a breach or default under this Agreement shall not be a waiver of any other breach or default. Failure of either party to enforce compliance with any term or condition of this Agreement shall not constitute a waiver of such term or condition unless accompanied by a clear written statement that such term or condition is waived. Save in respect to Licensee’s obligation to pay Tollring or its Suppliers’s invoice’s as and when they fall due, neither party shall not be responsible for any failure to perform due to “force majeure” causes beyond its reasonable control including, but not limited to, acts of God, riots, embargoes, terrorist acts, acts of civil or military authorities, disruptions in the flow of data to or from networks, denial of or delays in processing of export license applications, accidents, strikes, fuel crises or power outages.

13. Evaluation of Products
If the Software is being installed for evaluation purposes (“Evaluation Product”), the Software may be installed for a period not exceeding that agreed by Tollring or its Suppliers and will terminate on the date specified by Tollring or its Suppliers unless terminated earlier in accordance with provisions of this Agreement (the “Evaluation Period”). The Evaluation Product may only be used for non-commercial use in a non-production environment. Conditioned on Licensee’s compliance with the terms and conditions of this Agreement, Tollring grants to Licensee, during the Evaluation Period, a cost-free, personal, non-sub-licensable, non-transferable, non-assignable and nonexclusive, revocable license to use the Evaluation Product, solely at the designated location agreed in writing by Tollring or its Suppliers and solely for Licensee’s internal evaluation of the Product. Licensee may only grant access to the Evaluation Product to employees, contractors, agents or consultants who have entered into a confidentiality agreement with Licensee no less protective of Tollring’s proprietary rights than this Agreement.

Upon the expiration or termination of the Evaluation Period: (i) all licenses granted hereunder for such evaluation will cease; and (ii) Licensee will immediately return the Evaluation Product to Tollring and destroy or erase any intangible copies of the Evaluation Product, and certify in a writing signed by an officer of Licensee and delivered to Tollring that all such copies of have been returned, destroyed or erased.

Additional Evaluation Terms: Notwithstanding anything to the contrary as contained in this Agreement, Licensee acknowledges and agrees that the Evaluation Product is provided for evaluation “AS-IS” and Tollring its licensors and suppliers make no representations or warranties of any kind, express or implied, with respect to the Evaluation Product, including, without limitation, any implied warranties of merchantability, quality, title, fitness for a particular purpose, informational content, system integration, enjoyment, non-infringement or any other warranties arising out of course of dealing, usage or trade and Tollring accept no liability with respect to any use of the Evaluation Product.

14. Bribery Act
For the purpose of this Section 14 the meaning of adequate procedures and foreign public official shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively.

Both parties shall: i) comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010; ii) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK; iii) have and shall maintain in place throughout the term of this Agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010; iv) promptly report to the other party any request or demand for any undue financial or other advantage of any kind received in connection with the performance of this Agreement; v) warrant that they have no foreign public officials as officers, employees or direct or indirect owners at the Effective Date of this Agreement and agree to immediately notify the other party if during the validity of this Agreement a foreign public official becomes an officer or employee or acquires a direct or indirect interest.

Either party shall, upon the reasonable written request of the other party provide such supporting evidence of compliance with this Section 14 as may be reasonably required.