End User Licensing Agreement

Singlewire InformaCast® Software License Agreement

This Singlewire InformaCast Software License Agreement is made by and between You (as defined below) and Singlewire Software, LLC, a Wisconsin limited liability company (“SINGLEWIRE”).

The terms and conditions located at www.singlewire.com/terms (the “Additional Terms”) and any applicable Order Forms for the Software are incorporated herein by this reference. This Software License Agreement, the Additional Terms and the Order Forms are referred to collectively herein as this “Agreement.”

This Agreement constitutes a binding contract between You and SINGLEWIRE (together, the “Parties” and individually, each a “Party”). BY CLICKING THE “I ACCEPT” BUTTON, BY ACCEPTING THE TERMS OF THIS AGREEMENT THROUGH AN ORDER FORM THAT INCORPORATES THIS AGREEMENT, AND/OR BY USING THE SOFTWARE, YOU ARE ACCEPTING AND AGREEING TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, CLICK THE “I DECLINE” BUTTON AND YOU MAY NOT USE THE SOFTWARE. IF YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, AND “YOU” AND “YOUR” AS USED HEREIN SHALL REFER TO SUCH ENTITY.

IN THE EVENT OF A CONFLICT BETWEEN THE ADDITIONAL TERMS AND THE TERMS OF THIS SOFTWARE LICENSE AGREEMENT WITH RESPECT TO THE SOFTWARE, THE TERMS OF THIS SOFTWARE LICENSE AGREEMENT SHALL CONTROL. ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS IN ANY FORM DELIVERED BY YOU OR ON YOUR BEHALF, WHETHER IN A PURCHASE ORDER OR OTHERWISE, ARE HEREBY DEEMED TO BE MATERIAL ALTERATIONS, AND NOTICE OF OBJECTION TO THEM AND REJECTION OF THEM IS HEREBY GIVEN BY SINGLEWIRE AND THEY ARE VOID.

1. CERTAIN DEFINITIONS. As used in this Agreement:

a. “You” and “Your” refer to any person or entity licensing the Software and Documentation being provided by SINGLEWIRE in conjunction with this Agreement.

b. “Software” means the Singlewire InformaCast software provided to You along with this Agreement, along with any upgrades, updates, fixes or plug-ins provided by SINGLEWIRE.

c. “Documentation” means the documentation relating to the Software provided to You by SINGLEWIRE.

d. “Endpoints” means devices capable of receiving Notifications including, but not limited to, mobile devices (e.g., cellular telephones), Internet Protocol (“IP”) speakers, IP phones, personal computers, audio paging interfaces and video displays.

e. “Harmful Code” means any program, routine or device designed to delete, disable, deactivate, interfere with, prevent access to, or otherwise harm any software, program, data, device, system or service, including without limitation, any ‘time bomb’, virus, drop dead device, malicious logic, worm, Trojan horse or trap or back door.

f. “Licensed Location(s)” means the IP address or addresses identified in Your order for the Software.

g. “Notifications” means messages or other communications sent by You or others (not including SINGLEWIRE) using the Software.

h. “Notification Content” means all text, audio, imagery, video and other information or content set forth in a Notification or otherwise input by users (not including SINGLEWIRE) into the Software.

i. “Order Form” means SINGLEWIRE’s quotation or ordering document specifying the Software to be provided to You hereunder, including any addenda and supplements thereto.

2. LICENSE.
Subject to the terms and conditions of this Agreement, SINGLEWIRE grants to You a non-exclusive, non-transferable, non-sublicenseable license to use the Software and related Documentation as set forth herein. As set forth in the applicable Order Form, such license shall either be perpetual or for a specified period of time. In either case, such license shall be subject to Your payment of the applicable license or subscription fee (as determined by SINGLEWIRE and set forth in the applicable Order Form) and Your receipt and use of an applicable license key from SINGLEWIRE.

All rights not expressly granted under this Agreement are reserved by SINGLEWIRE and its licensors and/or suppliers (as applicable).

You may make and maintain a copy of the Software and Documentation for emergency and backup purposes. In addition, You may also make reasonable copies of the Documentation to support Your users. All permitted copies of Software and Documentation must (a) be exact copies of the originals as provided by SINGLEWIRE, and (b) include copyright or other proprietary notices, as well as all notices concerning third-party rights and any restrictions on use, contained in the originals.

The foregoing license permits You to broadcast (communicate) messages to certain Endpoints. You are allowed to broadcast to those individual (unique) Endpoints included in Your Order Form up to the numbered Endpoints in the licensed quantity. All Endpoints that You may want to broadcast to must be covered by Your license quantity or they cannot be used for potential broadcasts. The Software may restrict Your ability to broadcast to endpoints beyond the number included in Your order as the license quantity. Additionally, if You utilize the CallAware feature, all Endpoints being monitored must be included in Your license quantity.

You acknowledge that SINGLEWIRE may have incorporated into the Software and/or Documentation intellectual property owned by third parties (collectively, “Third Party Intellectual Property”), and You agree that Your right to use the Software and Documentation containing Third Party Intellectual Property may be subject to the rights of such third parties and limited by additional licensing terms concerning such Third Party Intellectual Property. You acknowledge that the Software may include or use open source software. Such open source software is subject to the terms of the applicable open source license agreements and, to the extent not in conflict with such agreements, the terms and conditions of this Agreement. Please refer to the “Acknowledgments” section of the online version of the Documentation for the licensing information of Third Party Intellectual Property, including open source software.

You acknowledge that SINGLEWIRE and its licensors and/or suppliers (as applicable) retain all right, title and interest in and to the Software and Documentation and all copies thereof regardless of the form or media in or on which they may exist. You acknowledge and agree that You do not acquire any right, title or interest in or to any of the Software or Documentation, except as a licensee pursuant to the terms and conditions of this Agreement. You acknowledge and agree that portions of the Software, including without limitation the source code, constitute or contain trade secrets of SINGLEWIRE or its licensors, as applicable.

3. LICENSE RESTRICTIONS.
The Software and the Documentation may be used solely for Your internal business use at the Licensed Location(s). You acknowledge that changing Licensed Location(s) requires the issuance of new license keys from SINGLEWIRE. In the event You wish to change Licensed Location(s), You must first contact SINGLEWIRE to request such a key. In the event You are provided with a new or replacement license key in connection with one or more changed Licensed Location(s), You will not use (and, to the extent possible, destroy) the prior license key, and You will not use the Software at the replaced Licensed Location(s). Only Your officers, employees, and authorized contractors may use the Software and Documentation, in each case only as permitted in this Agreement. You will not, and will not permit others to: (a) use the Software other than as set forth in the Documentation or this Agreement; (b) copy the Software or Documentation, except as expressly permitted in this Agreement; (c) use the Software or Documentation other than as expressly permitted in this Agreement; (d) use the Software to store or transmit Harmful Code or any infringing, defamatory, libelous, obscene, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights or other rights; (e) modify, disassemble, reverse engineer, decompile, translate or attempt to reconstruct or discover any source code or underlying ideas, algorithms, file formats or programming or interoperability interfaces of the Software or the Documentation or any portions thereof (in each case, to the extent this restriction is permitted by law); (f) sell, assign, transfer, sublicense, lease, pledge, rent or otherwise share Your rights under this Agreement, or use the Software in a service bureau or time-sharing environment for more than one entity, not to exclude majority-owned subsidiaries (unless You have a separate written agreement with SINGLEWIRE); (g) create any derivative works based upon the Software or Documentation; (h) modify, obscure or remove any product identification or proprietary notices on the Software, the Documentation or copies thereof; (i) except as specified in the applicable Documentation, modify or incorporate the Software into or with other software, (j) bypass, breach or disable any usage limit, security device, copy control or digital rights management tool or other protection used in the Software (except to the extent permitted by applicable law); (k) access or use the Software or Documentation for the purposes of benchmarking or competitive analysis, or developing any competitive product or service; or (l) use the Software or Documentation in violation of any applicable law, regulation or rule.

4. MAINTENANCE AND UPGRADES.
The terms for SINGLEWIRE’s software maintenance services and support services is found at www.singlewire.com/terms-m.

5. YOUR USE OF THE SOFTWARE.
A. You acknowledge and agree that:

i. All Notification Content is Your sole responsibility. You are solely responsible for the integrity and quality of the Notification Content.

ii. You will not send Notifications to phone numbers that are emergency numbers and other numbers that may not be called using an automated system under applicable law.

iii. You will not knowingly send any Notification Content which infringes the intellectual property rights of any party, is invasive of another’s right to privacy, or violates any privacy laws, violates Your privacy policies or applicable rules or laws (including without limitation anything that would justify a complaint to the Federal Communications Commission).

iv. You will not use or permit the use of the Software: (i) to engage in any illegal, unethical, deceptive or misleading practices in connection with the use of the Software to send Notifications, but not limited to, creating a false identity or forged contact information or otherwise attempt to mislead others as to the identity of the sender or the origin of the message; (ii) in connection with any telemarketing, commercial messages, advertisements or solicitations, junk email, junk phone messages, spamming or any unsolicited messages (commercial or otherwise); or (iii) in any manner which violates or facilitates the violation of any law, statute, ordinance, rule or regulation, ( without limitation the CAN-SPAM Act, the Telephone Consumer Protection Act, the Do-Not Call Implementation Act, the Health Insurance Portability and Accountability Act, laws governing export control, and any related rules or regulations).

B. Under no circumstances will SINGLEWIRE or any of its licensors or suppliers be responsible for any loss, damage or liability arising out of any Notification Content, including any mistakes or other errors contained in the Notification Content, the use or transmission of any Notification or Notification Content, or the failure of any Notification or Notification Content to reach its intended recipients.

C. You agree to maintain all security regarding Your Software account ID, password, and connectivity with the Software. You are responsible for all Notifications transmitted through the Software. If Your account ID or password is stolen or otherwise compromised, and used for malicious purposes, You are responsible for all Notifications sent using the stolen account information.

D. You acknowledge and agree that the Software is merely a passive conduit for the distribution and transmission of Notification Content by You and Your users. You agree that SINGLEWIRE has no obligation or liability for any loss, alteration, destruction, damage, corruption or recovery of any Notification Content or other data input into the Software. Under no circumstances will SINGLEWIRE or any of its service providers or suppliers be responsible for any loss or access to the Notification Content or other data input into the Software, or any damage or liability arising out of the Notification Content or other data input into the Software, including any mistakes or errors contained in any Notification Content or other data input into the Software or the use or transmission of the Notification Content or other data input into the Software, any infringing Notification Content or other data input into the Software, or the failure of a Notification to reach its intended recipient(s).

6. TERM AND TERMINATION.
Subject to the terms of this Section 6, this Agreement shall begin upon the earlier of Your acceptance of this Agreement or Your use of the Software and shall continue until (the date on which this Agreement is terminated by SINGLEWIRE as permitted in this Agreement.

In the event the Software is licensed on a subscription basis, You may access and use the InformaCast “Advanced” functionality of the Software for so long as You pay the applicable subscription fees and the subscription term is maintained or until the Agreement is terminated (whichever occurs earlier). If You do not renew Your subscription in accordance with the terms and conditions of this Agreement, the Software will (a) revert to the InformaCast “Basic” functionality and Your use thereof shall be governed by a form of end user license agreement provided to You by Cisco Systems, Inc. or its successor or reseller, or (b) cease functioning if You are using the Software in connection with an unsupported version of Cisco Unified Communications Manager, as indicated in Software Documentation (release notes).

Upon the termination of this Agreement by SINGLEWIRE for any reason, Your use of the Software may be completely disabled. You acknowledge that the Software may include technological means of determining Your compliance with this Agreement, and disabling the Software in the event of Your breach or the termination of this Agreement. SINGLEWIRE may terminate this Agreement immediately, without judicial intervention or prior notice to You, if You fail to comply with any term of this Agreement. In the event of termination, You shall immediately cease using the Software and Documentation, and You shall (a) remove and destroy any copies of the software from memory and/or other storage in Your computer systems, and (b) at SINGLEWIRE’s request, provide SINGLEWIRE with certification from an officer of Your organization that You have complied in full with this Section.

7. WARRANTIES AND LIMITATIONS OF LIABILITY.
Among other additional terms and conditions, SINGLEWIRE’s limited warranty and its limitations of liability are found in the Additional Terms.

March 2018