TERMS OF SERVICE

 

Effective Date: August 9, 2018

IMPORTANT INFORMATION – PLEASE READ CAREFULLY

The herein contained License Agreement (“License” or “EULA”) shall be considered a legally binding agreement between You (as an individual or an entity, who then shall, within the constraints of this agreement, be referred to as “You” or “Your”) and Ternio, LLC for the use of the specified software application of the Ternio Switch through inContact, which may include related printed material, media and any other components and/or software modules, including but not limited to required drivers (“Product”). Other aspects of the Product may also include, but are not limited to, software updates and any upgrades necessary that Ternio, LLC may supply to You or make available to You, or that You could obtain after the initial copy of the Product, and as such that said items are not accompanied by a separate license agreement or terms of use.

BY WAY OF THE INSTALLATION, COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USE OF THIS PRODUCT, YOU ARE AGREEING TO BE LEGALLY BOUND BY THE HEREIN CONTAINED TERMS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS EULA, YOU THEN HAVE NO RIGHTS TO THE PRODUCT AND SHOULD THEREFORE NOT INSTALL, COPY, DOWNLOAD, ACCESS, OR USE THE PRODUCT.

This Product is hereby protected by copyright laws, as well as any other intellectual property laws. This Product is licensed and not sold.

This Agreement does not in any way constitute a partnership, joint venture or other similar relationship.

ADDITIONAL DEFINITIONS

a) User means an individual person licensed to access the Software.

LICENSE GRANT

Ternio, LLC shall grant to you a non-exclusive license for the use and installation of the Product subject to all the terms and conditions set forth herein. Furthermore, this EULA shall also govern any and all software upgrades provided by Ternio, LLC that would replace, over write and/or supplement the original installed version of the Product, unless those other upgrades are covered under a separate license, at which those terms of that license will govern.

LICENSE TERM

This License is effective when the Software has been installed by Licensee. The license granted to the Software remains in force until Licensee stops using the Software or until Licensor terminates this License because of Licensee’s failure to comply with any of its terms and conditions.

BILLING AND PAYMENTS

Licensee agrees to pay the fees set forth in this agreement at each interval on the billing date determined at the time of installation. Licensor reserves the right to temporarily or permanently terminate access to the Software upon failure of payment. Licensor is not responsible for any damages that may occur due to non-payment, (see LIMITATION OF LIABILITY AND REMEDIES for additional limitations). Billing shall be temporarily suspended upon Software defect as determined solely by Licensor until defect is resolved. Licensor reserves the right to issue a refund for the defective period if a temporary suspension is unable to be established.

Fees shall be calculated and collected using the following criteria:

  • $20 per registered user per month.
  • A registered user shall be defined as
    • Their email or username has been registered with the Software.
    • Each User must use their own unique email or username activated with the Software without exception.

TERMINATION

Should Licensee breach this EULA at any time, including but not limited to Licensee becomes bankrupt or insolvent or if Licensee fails to pay the agreed upon fees, your right to the use of the Product will immediately terminate and shall terminate without any notice being given. However, all provisions of this EULA, with the exception of the License Grant, will remain in effect and thus shall survive termination. Upon termination of the License Grant, You MUST destroy any and all copies of the Product.

COPYRIGHT

The aforementioned Product is protected by copyright and other intellectual property laws and treaties, and as such all rights, title, and interest in and to the content offered, including but not limited to, any photographs, images, video animation, text, and music, that may be incorporated as part of the offered content. Such offered content is protected by copyright laws and international treaty provisions. Therefore, offered content must be treated as any other copyrighted material, with the exception that it is allowable for you to make copies as provided by the License. However, printed material, which may accompany any offered content, may not be copied.

RESTRICTIONS ON USE

As a Licensee, You may not:

(a) Make use of the offered content for more than one user, without prior purchase of additional licenses;

(b) You may not share, distribute, lend, lease, sublicense or otherwise make available, in any manner whatsoever, to any third party the offered content;

(c) Modify, adapt, create derivative works from or translate any part of the offered content other than what may be used within Your work in accordance with this License;

(d) Reverse engineer, decompile or disassemble the offered content, nor attempt to locate or obtain its source code;

(e) Attempt to alter or remove any trademark, copyright or other proprietary notice contained within the offered content; or

(f) Make use of any offered content in any manner not stipulated within this EULA or the documentation accompanying the offered content.

UPDATES AND SUPPORT

Ternio, LLC reserves the right to update the Software at any time without notice in accordance with the herein contained terms and conditions of this EULA. Ternio, LLC will attempt to give advanced notice of updates, but does not make a guarantee of any kind in regards to said attempts. Should you elect to install or make use of these updates, you are therefore agreeing to be subject to all applicable license, terms, and conditions of this EULA and/or any other agreement. Ternio, LLC reserves the right to log in to the Software for the sole purpose of diagnosis and/or resolution of a support request initiated by You.

DASHBOARD & GPS CALL LOG REPORTING

Authorized administrators shall access the TernioSwitch dashboard only.

Requests for the GPS Call Log Report will be made by the individual company’s authorized representative only. Requesting the GPS Call Log Report authorizes Ternio, LLC to pull the company’s inContact business unit call data, which will be used for the sole purpose of generating these reports.

When using the GPS Call Log Reports, companies may not track any person against their will or without their knowledge. Persons who are to be tracked (regardless of the tracking technology) by the TernioSwitch must have declared their prior consent to the authorized company administrator before the first location is retrieved. To avoid any doubt, the company’s authorized administrator must be able to prove any person’s consent, on request by Ternio. Tracking of people against their will is unlawful and punishable.

As with any GPS or mobile data device, the accuracy of the location information shown on the tracking panel depends on, amongst other things, the quality of the connection between the Device and the GPS satellites and the connection with the mobile phone network. These can be affected by environmental factors such as bad weather or the presence of tall buildings and information can be delayed, corrupted or lost. The information on the report is therefore to be regarded as being a guide to the location of the Device at the time of the last update received from it, and subject to error.

We do not warrant that the Service will be available at all times, as (in addition to the factors mentioned above), it may be down for maintenance or as a result of a fault. We will endeavour to fix faults as quickly as we can. Accordingly, we cannot accept liability for any loss or damage incurred from any information displayed as part of this service.

ASSIGNMENT

The rights conferred by this License shall not be assignable by the Licensee without Licensor’s prior written consent. Licensor may impose a reasonable license fee on any such assignment.

DISCLAIMER OF WARRANTY

With regard and with relationship to the maximum extent permitted by applicable law, Ternio, LLC, and, if applicable, related suppliers, shall provide the Product and any support services, if needed, related to the Product, and hereunto disclaim all warranties and conditions, either express, implied or statutory, which may include, but are not limited to, any implied warranties or conditions of merchantability, of suitability for a specified purpose, that it contains absolute accuracy or completeness of responses, of results, and of any lack of negligence or lack of workmanlike effort, all with respect to the Product, and the provision of or failure to provide Support Services. FURTHERMORE, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, OR NON-INFRINGEMENT WITH REGARDS TO THE HEREIN CONTAINED PRODUCT. THE ENTIRE RISK AS TO THE QUALITY OF OR PERFORMANCE OF THE PRODUCT AND SUPPORT SERVICES, IF ANY, REST WITH YOU.

LIMITATION OF LIABILITY AND REMEDIES

Licensor shall not be liable for any fees or damages that you may or may not incur for any reason, which may include, but are not limited to, any and all direct or general damages, Ternio, LLC and/or any of the aforementioned suppliers covered under the herein contained provisions of this EULA, along with Your exclusive remedy with regards to all of the foregoing. Therefore, the aforementioned limitations, exclusions and any disclaimers shall apply to the maximum extent allowable by law, even should any proposed remedy fail its essential purpose.

Licensor’s entire liability and Licensor’s sole and exclusive remedy for breach of the foregoing warranty shall be Licensor’s option to either:

  • Return to Licensee the license fee for the period in which the Software did not perform according to this warranty as determined solely by Licensor, or
  • Repair the defects or replace the Software.

CONFIDENTIALITY

Licensee will treat the Software as a trade secret and proprietary know-how belonging to Licensor that is being made available to Licensee in confidence. Licensee agrees to treat the Software with at least the same care as it treats its own confidential or proprietary information.

PRIVACY REGULATIONS

Licensee shall be solely responsible for compliance with any and all privacy regulations that may apply to use with the Software.

EXPORT CONTROLS

By clicking on the install button, you hereby agree that you will comply with any and all applicable export laws, restrictions and all regulations of the U.S. Department of Commerce, U.S. Department of Treasury, and any other U.S. or foreign agency or authority with regards to this provision of the EULA. You expressly agree not to export or re-export, nor allow the export or re-export of the offered content in violation of any such law, restriction or regulation, including without limitation, export or re-export to any country subject to any and all applicable U.S. trade embargoes or to any prohibited destination, in any group specified in the current “Supplement No. 1 to Part 740 or the Commerce Control List specified in the then current Supplement No. 1 to Part 738 of the U.S. Export Administration Regulations (or any successor supplement or regulations).”

U.S. GOVERNMENT END USERS

The offered content is licensed by the U.S. Government with RESTRICTED RIGHTS. The use, duplication of, or the disclosure by the U.S. Government, shall be subject to restrictions in accordance with DFARS 252.227-7013 of the Technical Data and Computer Software clause, and 48 DCR 52.227-19 of the Commercial Computer Software clause, as applicable.

MISCELLANEOUS

This EULA, in its entirety, shall be legally binding upon and inure to the benefit of Ternio, LLC and you, our respective successors and permitted assigns. Should any of this provision be deemed invalid or unenforceable, such determination will not affect the validity or enforceability of any other provision contained herein. If there is any waiver of any breach or failure to enforce any of the provisions contained herein, it shall not be deemed as a future waiver of said terms or a waiver of any other provision of this EULA. Any waiver, supplementation, modification or amendment to any provision of this EULA, shall only be effective when done so in writing and signed by Ternio, LLC and you. This EULA shall be governed solely by the laws of the State of Washington and of the United States. Should any action arise out of or in relation to this EULA, such action may be brought exclusively in the appropriate federal or state court in San Juan County, Washington, and as such, you and Ternio, LLC irrevocably consent to the jurisdiction of said court and venue for San Juan County, Washington.

ATTORNEY FEES

If any legal action is necessary to enforce this License, the prevailing party shall be entitled to reasonable attorney fees, costs and expenses in addition to any other relief to which it may be entitled.

CONTACT INFORMATION

Ternio, LLC
9 Hope Lane
Eastsound, Washington 98245

1-800-429-9277
support@ternio.com