MITEL TALKIFY CLOUD SERVICES
GLOBAL TERMS OF SERVICE

Last Modified March 26, 2019

Before using our Cloud Services, please read these Global Terms of Service ("Terms"). Pursuant to these Terms, you and your Users will be provided access to the Mitel Talkify cloud services ("Cloud Services") in accordance with the Entitlements set out in your Service Order. If you have purchased your Entitlements from an Authorized Partner, the following sections do not apply to you: 4 (Fees & Reimbursements), 7.2 (Renewals) 7.3 (Add-Ons), 7.7 (Termination by Customer for Convenience), 8 (Hardware), 10 (Confidentiality), 11.1 (Hardware Warranty) and 14.1 (Customer Support). Unless otherwise indicated on your Service Order, your Cloud Service Entitlements include our SIP Services. These Terms, and all documents referred to in them, form a binding agreement ("Agreement") between you and us which will become effective as of the date of last signature of the Service Order.

  1. DEFINITIONS. As used herein: "Acceptable Use Policy" means Mitel’s Acceptable Use Policy found at: https://www.mitel.com/legal/mitel-cloud-services-terms-and-conditions. "All Live Date" means the date on which all the Cloud Services set out in your Service Order are first made available to you for use at all of your Sites. "Applicable Law" means all applicable laws, treaties, regulations, and conventions related to use of the Cloud Services, including without limitation those related to data privacy, call recording, unsolicited advertisements and telephone calls, international communications, and the exportation of technical or personal data. "Authorized Partner" means a third party we have authorized to participate in our Partner Enabled Program, or similar, or successor program, as a reseller of Entitlements. "User Content" means the information shared amongst Users or transmitted/received by a User(s) to/from a third party(s), via the Cloud Services (e.g. chats, files, voicemails). "Customer", "you" or "your" means the entity identified as the "Customer" in the Service Order. "Customer Data" means data in electronic form managed, transmitted, stored, or otherwise processed by the Cloud Services on behalf of Customer, or its Users, including without limitation Provisioning Information and User Content. Customer Data does not include Metadata or Confidential Information. "Documentation" means training, marketing, and demonstration materials, diagrams, test plans, and work flows provided by us in support of the Cloud Services. "Emergency Services" means an outbound voice call to the applicable public safety departments or emergency dispatch call centers in the User’s jurisdiction (e.g., dialing "911" in North America, or "112" or "999" in Europe). "Entitlement" means a right for your User(s) to access and use specific Cloud Services (e.g. on a "named user" or "concurrent user" basis). "Fair Use Policy" means Mitel’s Fair Use Policy found at: https://www.mitel.com/legal/mitel-cloud-services-terms-and-conditions. "Hardware" means hardware detailed on a Service Order you submit to Mitel. "Initial Service Term" means the initial term of service specified in the Service Order. "Implementation Services" means any Cloud Services-related software or hardware installation, implementation, configuration or customization services, or any other professional services set out in a Service Order you have submitted directly to us. "Provisioning Information" means information provided by you to us about a User which is used to provide/provision the Cloud Services (e.g. first name, last name, user name, IP address, phone number, phone extension, e-mail address). "Metadata" means non-personally identifiable data or information that provides information about the use of the Cloud Services, Customer Data and/or Use Records. "Mitel" "we", "our" or "us" has the meaning set out in Section 15.1 (Mitel Entity). "Service Activation Date" means the date on which Cloud Services are first made available to you for use. In the event a Service Order includes multiple Sites and/or multiple Cloud Services, the Service Activation Date will be the first date a Cloud Service is available at a Site. "Site" means a physical location associated to a specific street address where Services are being provided. "Service Fees" means all monthly recurring service fees, non-recurring fees, set-up fees, usage including overage based fees, rental fees, Hardware costs and Implementation Services fees and any other charges and fees which you have agreed to in a Service Order or SOW. "SIP Services" the Session Initiation Protocol services over which voice communications are delivered. "SLA" means our standard Service Level Agreement for the Cloud Services available at: https://www.mitel.com/legal/mitel-cloud-services-terms-and-conditions. "Service Order" means an ordering document submitted by you to us or one of our Authorized Partners, detailing the Entitlements, Hardware and Implementation Services which you have ordered from us or our Authorized Partner, as applicable. "Service Term" means the Staging Time together with the Initial Service Term and Service Renewal Terms (as defined below), if any. "SOW" means a statement of work which we may agree to perform for you from time to time. "Staging Time" means the time period between the Service Activation Date and the All Live Date. "User" means your employees, consultants, contractors, or agents who you have authorized to use the Cloud Services in support of your internal operations and given user logins and passwords. "Use Records" means records pertaining to a User’s use of the Cloud Services (e.g. call log, chat log, shared files, presence history).
  2. THE SERVICE AND USE OF THE SERVICE IN GENERAL
    1. Free Trial. If we offer, and you register for a free trial, we will make one or more Cloud Services available to you for an Initial Service Term on a trial basis free of charge until the earlier of: (a) the end of the thirty (30) day free trial period, or (b) the All Live Date of any paid Entitlements ordered by you for such Cloud Services (a "Paid Service Initiation"). We may at our discretion, limit the scope and functionality of any free trial. Further, we may suspend, or terminate a free trial in our sole discretion at any time without notice. Any data you provide or enter into the Cloud Services during the free trial will be permanently deleted unless you purchase a subscription to the same Cloud Services as those covered by the free trial prior to the expiration of same.
    2. Initiation and Services. We will begin provisioning the Cloud Services only after we receive and accept your Service Order. We will provide any Implementation Services set out in the Service Order and/or any SOW. You agree that your purchase of the Entitlements is neither contingent upon our delivery of any future functionality or features, nor dependent upon any discussions, oral or written public comments made by us with respect to future functionality or features.
    3. Use of the Service. During the Service Term, you and your Users may use the Cloud Services and Documentation solely for your internal business operations (and not for any form of redistribution or resale) in accordance with this Agreement and the Entitlements set out in your Service Order. Notwithstanding the foregoing, where permitted by us, you may (i) in a given month, increase your number of Users above and beyond the number of Users set out in Entitlements in your Service Order provided that you pay us in arrears (as set out below) for such additional Users at our then current rate for such Entitlement, and (ii) as further detailed in Section 6.3, add additional Cloud Services Entitlements on a term coterminous with the Service Term in effect at the time. You agree to ensure all Users (and potential Users) are aware of (and expressly consent to) the limitations of Emergency Services using the Cloud Services prior to their use of the Cloud Services. You may use and reproduce the Documentation solely as necessary to support your and your User’s use of the Cloud Services.
    4. Service Levels. We will deliver the Cloud Services in accordance with the SLA. In the event of a disruption or outage to the Cloud Services during the Service Term, your sole remedy, and our sole obligation, will be the service level credits and/or remedies, if any, set out in the SLA. Credits issued pursuant to the SLA will only be applied against future Service Fees. In no event will we be required to issue refunds for, or to make payments against, such credits.
    5. Service Revisions. During the Service Term, we may add, reduce, eliminate or revise Cloud Services features and functionality (or upgrade the underlying platform used to provide the Cloud Services) at any time without prior notice to you. Notwithstanding the foregoing, where in our sole opinion, a change will cause a material detrimental impact on your use of the Cloud Services (a "Detrimental Change"), we will provide you thirty (30) days prior written notice (email or if an online portal is made available with the Cloud Services, posting notice at the portal to suffice). If you have purchased your Entitlements directly from us, we reserve the right on notice to, in certain scenarios, such as a migration or major upgrade of the underlying platform, charge you an upgrade charge (an "Upgrade Charge"). In the event of an Upgrade Charge or a Detrimental Change, you may, at no cost, terminate the affected Cloud Services by providing us with written notice of termination within thirty (30) days of receiving your notice of the Upgrade Charge or Detrimental Change. If we do not receive notice of termination within thirty (30) days, you will be deemed to have accepted the change and/or charge.
    6. Performance. You acknowledge and agree that the quality, performance and available features of the Cloud Services including Emergency Services and any Hardware may be affected, impaired and/or disrupted by the quality, speed and usage of your (and your Users’) broadband connection and/or third-party networks and will not function in the event of a power failure.
  3. Emergency Services
    1. Limitations Relative to Enhanced Emergency Services; Cost. You acknowledge and agree that the Emergency Services provided hereunder have limitations relative to the enhanced (or similar) emergency services that are available on most traditional telephone services. Subject to the limitations set out in this Agreement, Emergency Services can be accessed, free of charge,
    2. Emergency Services Devices and Initiation: Emergency services will only function if your User(s) are using an approved device, equipment or software and after your Service Order has been processed and you have received an emergency service confirmation. If your Users use non-approved equipment or software or attempt to call Emergency Services prior to confirmation, the Emergency Services may fail or may be forwarded to a non-public, backup emergency answering service.
    3. Emergency Services Registration. You acknowledge and agree that it may not be possible for emergency operators and authorities to identify the actual location of a User(s) who dials Emergency Services through the Cloud Services. Where you purchase Entitlements that include our SIP Services, we will register the following as the addresses where your Users will use Cloud Services and to which Emergency Services should be dispatched by default: (i) the address(es) listed on your Service Order, and (ii) if an online portal is made available with the Cloud Services, the address(es) entered in the online portal. It is your responsibility to ensure that such default address(es) are accurate and, if changed, that you notify us of such changes either through our online portal, where available, or by contacting our support organization at least ten (10) days in advance. If emergency addresses registered are not accurate, emergency personnel (e.g. police, fire, ambulance) may be sent to the wrong address. In certain limited cases, an Emergency Services call may be routed to a wireless telephone emergency dispatch center that may not normally receive Emergency Services calls from the User’s registered location instead of a "traditional" wireline Emergency Services dispatch center. In this case, emergency personnel will not have the User’s registered location and/or phone number on file. Regardless of whether an emergency address has been registered, Users dialing Emergency Services should always be prepared to state their location and phone number promptly and clearly to ensure that emergency operators have complete and accurate information. If the User’s registered address is different than the User’s actual location, delays in handling of Customer’s emergency call may be introduced and, consequently, result in fire, police or emergency personnel either not being able to find a User(s) location or significantly delay response time. Finally, you may incur additional costs, fines or other penalties, including service provider charges, resulting from improper dispatch of Emergency Services or calls to emergency service dispatchers where you and/or your Users have failed to update us with the User’s correct address.
    4. Emergency service limitations: Emergency Services will not function if (a) a VoIP device fails or is not configured properly, (b) the Cloud Services are not working for any reason including without limitation a power outage, broadband service outage, network congestion, suspension or disconnection of your Cloud Services, broadband connection failure, use of a non-native telephone number, electrical power loss, or your failure to meet our minimum technical service requirements, if applicable, or (c) where your Entitlements do not include our SIP Services, failure or disconnection of third party SIP Services. Following a power outage, you or your Users may need to reset or reconfigure your equipment prior to being able to use the Cloud Services, including dialing Emergency Services. Emergency operators and/or authorities may be unable to identify a User’s phone number in order to call them back if (a) their call is unable to be completed, is dropped or is disconnected, (b) the User is unable to communicate their phone number, or (c) the Cloud Services are not operational for any reason. In such circumstances, and provided the Cloud Services are available, the User should redial Emergency Services. When calling Emergency Services Users should not hang up until told to do so by emergency operators as emergency operators and authorities may also be unable to hold the line open in the event the User hangs up. You further acknowledge and agree (and you will cause your Users to do same) that we do not have any control over whether, or the manner in which, emergency calls using the Cloud Services are answered or addressed by any local emergency response center and we rely on third parties to assist us in routing emergency calls to local emergency response centers. Emergency services are available only within the jurisdiction in which the User is registered and the Cloud Services cannot be used to make emergency calls outside of same.
    5. Third Party Disclaimer. We disclaim all responsibility for the conduct of local emergency response centers and the national emergency calling center, as well as any and all liability or responsibility in the event such third party data used to route calls is incorrect or yields an erroneous result.
    6. Acceptance of Limitations. By accepting this Agreement, you acknowledge that you have received the information regarding the limitations of our Emergency Services, understand them, and assume the risks associated with such limitations. Where your Entitlements do not include our SIP Services, you should consult your SIP Services provider to further understand Emergency Service limitations.
  4. FEES & REIMBURSEMENTS
    1. Service Fees, Invoicing and Payment. As of the Service Activation Date, you agree to pay all Service Fees for Cloud Services made available to you and/or your Users during the Service Term. You will be invoiced in advance for non-usage-based Service Fees and in arrears at the end of each month for usage-based Service Fees. Entitlements added to the Service Order during the Service Term will be invoiced in the month following the Service Activation Date for same on a pro-rated basis. Service Fees are due on the date set out in your invoice and are payable in the currency specified on your Service Order. Invoices will be deemed correct and binding on you unless we receive a dispute of charges, in writing, within thirty (30) days of an invoice being issued. To the extent you dispute, in good faith, any amount included in our invoice, the parties shall use reasonable efforts to resolve and settle such dispute within thirty (30) days of your written notice to us. Upon request of the other, each party will promptly provide full supporting documentation concerning any disputed amount. For clarity, you shall pay all undisputed amounts in our invoice but will have no obligation to make any payment of disputed charges on the invoice during the time it is subject to a good-faith dispute. Based on our determination, once the dispute is resolved you will pay the resulting agreed upon amount.
    2. Taxes. Unless otherwise stated in the Service Order, all Service Fees are exclusive of tax. Unless you provide us a tax exemption prior to us invoicing you, you shall pay all applicable taxes and governmentally imposed fees arising from your purchase under this Agreement (excluding taxes on our net income). You acknowledge and agree that in the event any governmental agency revises or imposes taxes or regulatory fees of any kind, including, without limitation, emergency service access fees, universal service fees, and regulatory recovery fees on the Cloud Services or Hardware provided hereunder, that we reserve the right to pass on all such taxes to you without notice.
    3. Credit Worthiness. Subject to credit review, you may be required, upon our request, to make an advance payment or deposit to us for the Entitlements and/or Hardware, or any portion thereof.
  5. CUSTOMER RESPONSIBILITIES & RESTRICTIONS
    1. Service Rules of Use. You will: i) comply, and cause your Users (and any third party with whom they communicate using the Cloud Services) to comply, with both this Agreement including without limitation our Acceptable Use Policy, Fair Use Policy, and Applicable Law; and ii) obtain all permits, licenses and authorizations or certificates that may be required in connection with your activities pursuant to this Agreement. You shall not: (i) use the Cloud Services for service bureau or time-sharing purposes or in any other way which allows third parties other than Users to exploit the Cloud Services; (ii) provide Cloud Services passwords or other log-in information to any third parties other than Users; (iii) share non-public Cloud Services features or content with any third party; and (iv) access the Cloud Services in order to build a similar or competitive product or service. Under no circumstances will you take any action(s) that could result in harm or damage to our (or any third party’s) network or premises, or to any of our other customers.
    2. Unauthorized Access and Investigations. You will, and you will cause your Users, to take all reasonable steps to prevent (i) unauthorized access to, or improper or fraudulent use of, your account, your Hardware and the Cloud Services, and (ii) a breach of your security (each an "Incident"). You will immediately notify us of any known or suspected Incident and will use best efforts to stop an Incident. If we suspect, or become aware of, an Incident, we may investigate, and you will cooperate in any such investigation. We reserve the right to inform any applicable government of the investigation. We shall not be liable to you for any damages whatsoever resulting from an Incident.
    3. Customer Responsibilities/Liabilities. You are responsible and liable for: (i) ensuing that the configuration of the Cloud Services meets your and your Users requirements; (ii) Customer Data; and (iii) use of your Cloud Services account, whether authorized or not, including use by your Users and any User conduct that would violate our Acceptable Use Policy or the requirements of this Agreement. Where applicable, you and your Users must always "log off"/exit from your account at the end of each session.
  6. CUSTOMER DATA
    1. Instructions. You instruct us to process Customer Data in accordance with the terms and conditions of this Agreement. We will only use Customer Data and Use Records to provide, bill, optimize, improve, support, troubleshoot, and maintain the Cloud Services and /or Hardware and to comply with Applicable Law, or a binding order of a court or governmental body (or other legal process). In doing so, you acknowledge and agree that we may process Customer Data and Use Records on a global basis. Notwithstanding anything in this Section 6 (Customer Data), we reserve the right to use, and to disclose Customer Data and Use Records to third parties: (i) if we determine, in our reasonable judgement, that such use or disclosure is necessary (a) to protect the safety of a customer, a user, or a third party; (b) to provide an emergency warning; (c) for the provision of Emergency Services; (d) to investigate suspected fraud or other illegal activity; (e) subject to Section 6.3 (Court Orders, Subpoenas and Additional Disclosures), as a result of a legal or governmental demand including without limitation by a criminal enforcement agency or regulatory body; or (ii) if you have provided consent. You represent, warrant and covenant that you and your Users have all rights and consents (and have made all requisite disclosures) necessary: i) for us to process Customer Data and Use Records for the purposes set forth in this Agreement; and ii) for us to provide Customer Data and Use Records to our affiliates and third-party service providers as necessary for the performance of this Agreement on a global basis. You further acknowledge and agree that we may aggregate Customer Data and Use Records with data from other customers, and at our sole discretion use, disclose and commercially exploit such aggregated data in an anonymized form.
    2. Accuracy & Retention. You are solely responsible for Customer Data provided to us and you represent and warrant that all information you provide to us will be true. You acknowledge and agree that: (i) the Cloud Services provide a passive conduit for User Content, and you (and not us) are solely responsible for such User Content; and (ii) the Cloud Services are not intended for long-term storage of Customer Data. We only retain Customer Data and Use Records for as long as reasonably necessary to provide the Cloud Services and to comply with Applicable Law and will delete (i.e. putting beyond practicable use) in accordance with our data retention policy. Subject to any data retention requirements under Applicable Law and any written data retention commitment we make to you, we reserve the right to periodically permanently delete Customer Data and Use Records from the Cloud Services including without limitation where your account is delinquent, suspended, or has been terminated for more than thirty (30) days. Notwithstanding anything herein, should we become aware of any User Content which violates this Agreement, we reserve the right to delete such User Content immediately and without notice.
    3. Court Orders, Subpoenas and Additional Disclosures. Unless prohibited by Applicable Law, we will give you reasonable notice of any legal or governmental demand for disclosure or movement of Customer Data or Use Records, or redirect any such demand to you, to allow you to seek a protective order or otherwise to contest such required disclosure or movement at your sole expense, prior to making any disclosure or movement.
    4. Excluded Data. Except where we have provided you with express written authorization, you represent and warrant that you and your Users(and any third party with whom they communicate using the Cloud Services) have not and shall not upload or transmit to the Cloud Services, any data which is specifically regulated other than by general application data privacy laws ("Excluded Data") including without limitation as a "special category" of personal data under the EU General Data Protection Regulation 2016, as personal health Information under the Health Insurance Portability and Accountability Act of 1996, as personally identifiable financial information under the Gramm-Leach-Bliley Act and as personal information under the Children’s Online Privacy Protection Act (the "Excluded Data Laws"). YOU ACKNOWLEDGE AND AGREE THAT: (A) WE HAVE NO LIABILITY FOR ANY FAILURE TO PROVIDE PROTECTIONS SET FORTH IN THE EXCLUDED DATA LAWS OR OTHERWISE TO PROTECT EXCLUDED DATA; AND (B) OUR SYSTEMS ARE NOT INTENDED FOR MANAGEMENT OR PROTECTION OF EXCLUDED DATA AND MAY NOT PROVIDE ADEQUATE OR LEGALLY REQUIRED SECURITY FOR EXCLUDED DATA.
  7. TERM, TERMINATION AND SUSPENSION
    1. Term. This Agreement takes effect upon execution of the Service Order and subject to Section 7.2, continues until the expiration of the Initial Service Term unless otherwise terminated by either party in accordance with this Agreement. The Initial Service Term shall begin on the Service Activation Date except that if you have purchased MiCloud Flex Entitlements, the Initial Service Term shall begin on the All Live Date.
    2. Renewals. Following the Initial Service Term, unless either party notifies the other party (in writing at least thirty days (30) days prior to the expiration of the then current Service Term) that it does not wish to renew the its Entitlements, the Entitlements (including those for any additional services added during the then current Service Term) shall automatically renew at the rate set out in the Service Order for an additional term of the same duration as the Initial Service Term (each, a "Service Renewal Term").
    3. Add Ons. If, during the Service Term, you add any additional services to your Entitlements including without limitation services at a different Site, the amount of your monthly recurring charges shall increase above and beyond the sum set forth in the original Service Order, and the Service Term for any such additional Cloud Services shall be coterminous with the Initial Service Term or any Service Renewal Term in effect at the time.
    4. Service Suspension. Except to the extent precluded by applicable law, we may at our sole discretion, and without prior notice to you, suspend your (or any of your Users’) Cloud Services without liability if: (i) we reasonably conclude that you or a User(s) has conducted itself in a way: (a) that is not consistent with our Acceptable Use Policy or the Documentation; (b) that subjects us to potential liability or interferes with our other customer’s use of the Cloud Services; or (c) that breaches the Agreement; (ii) we deem it reasonably necessary to do so to respond to any actual or potential security concern; (iii) any underlying arrangement with our operators or suppliers is terminated or suspended for whatever reason; (iv) you fail to cooperate with any investigation;(v) we are conducting scheduled or emergency maintenance; (vi) it is necessary to protect our networks or customers; or (vii) it is necessary to comply with Applicable Law.
    5. Termination by Mitel. In addition to our suspension rights set out in Section 7.4 above, we may terminate this Agreement: (i) upon thirty (30) days’ prior written notice if: (a) you (or any User) breaches the Agreement and such breach remains uncured at the expiration of such period; or (b) you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors; (ii) with immediate effect if any legal or regulatory change is introduced which affects our ability to provide the Cloud Services and/or Hardware, including but not limited to any new authorization or license becoming necessary or any existing authorization or license under which we operate expiring or being revoked, and (iii) with immediate effect if your account is suspended and such suspension is not your first suspension. Notwithstanding anything herein, we may in our sole discretion suspend or terminate any evaluation Entitlements access to and use of the Cloud Services at any time, for any or no reason, without advanced notice.
    6. Termination by Customer for Breach. You may terminate this Agreement upon thirty (30) days’ prior written notice if we breach the Agreement and such breach remains uncured at the expiration of such period.
    7. Termination by Customer for Convenience. You may terminate this Agreement prior to its expiration for convenience provided you pay us, within thirty (30) days of the effective date of termination, an amount equal to all monthly recurring Service Fees, multiplied by the number of months remaining in the Service Term, and if requested by us, the dollar value of any promotional credit awarded to you by us as set forth in any special promotions document, plus all applicable taxes. The parties agree that these early termination charges are a reasonable estimate of anticipated actual damages and not a penalty.
    8. Effect of Termination. Termination of the Agreement will result in termination of the Service Term. Upon termination of the Agreement, you shall cease all use of the applicable Cloud Services and delete, destroy, or return to us all copies of the applicable Documentation in your possession or control. Except as required by law, we will promptly, and in any event in no less than ninety (90) days, delete (i.e. putting beyond practicable use) Customer Data and Use Records. We may retain billing records (and breakdowns) for at least twelve (12) months following termination. You shall immediately return, at your cost, all rental Hardware to us in accordance with the directions we provide to you.
  8. HARDWARE
    1. Delivery. Where applicable, we will deliver Hardware FCA (Incoterms 2010) shipping point on the date mutually agreed between us and you. Unless stated otherwise herein, we may substitute Hardware or any component thereof listed in your Service Order with comparable new equipment of equivalent functionality.
    2. Title, Risk of Loss and Security Interest. Where you purchase Hardware from us without third party financing: (i) title and risk of loss to the Hardware will pass to you upon shipment, and (ii) you grant to us a security interest in the Hardware until you have paid us in full for it (and you authorize us and shall assist us, as necessary, to file any forms necessary for us to perfect our security interest in the Hardware.) In the event you elect to finance your purchase using a third-party financer, title shall pass to such third-party financer upon payment in full for the Hardware, unless the parties agree otherwise. If Hardware rental is available in your jurisdiction and you rent Hardware as part of your Service Fee: (i) title to the Hardware shall remain with us, except as set out herein and (ii) risk of physical loss or damages to the Hardware shall remain with us until it is delivered to you. You agree to maintain adequate commercial general liability insurance to reimburse us for the replacement cost (i.e. non-depreciated cost) of any Hardware lost, damaged or destroyed while in your control and you agree to furnish a copy of your insurance to us on request. We reserve the right to provide rental Hardware which is new or is remanufactured and certified to meet Hardware specifications. In no event will you export rented Hardware (or use rented Hardware) outside of the jurisdiction the rental Hardware is intended to be used in as specified on your Service Order.
  9. IP & FEEDBACK
    1. Ownership. Subject to the limited rights expressly granted hereunder, we reserve all right, title and interest in and to: (i) the Cloud Services; (ii) any and all Documentation and any Confidential Information provided or disclosed to you and your Users (and any third party with whom they communicate using the Cloud Services); (iii) any and all derivatives, enhancements or improvements thereof; and (iv) any and all intellectual property rights contained in the foregoing (i), (ii), and (iii). No rights are granted to you except as expressly set out in this Agreement.
    2. Feedback. You and your Users may provide us with feedback on, and/or suggestions for improvements (or other changes) to, the Cloud Services, Documentation, Confidential Information or other Mitel technology (individually and collectively "Feedback"). Even if you designate such Feedback as confidential, we will not be bound by any confidentiality obligations in respect of such Feedback. You hereby grant us a worldwide, irrevocable, perpetual, sublicensable license to use, and commercially exploit, Feedback in any manner. You will not knowingly provide us Feedback that is subject to third party intellectual property rights.
  10. CONFIDENTIALITY
    1. Confidentiality. As used herein, "Confidential Information" means all confidential or proprietary information of a party ("Disclosing Party") disclosed to the other party ("Receiving Party") that is designated in writing as confidential or that in the circumstances is, or ought to be known, to be confidential or proprietary. Confidential Information shall not include Customer Data, Use Records, or information which: (i) is known publicly; (ii) is generally known in the industry before disclosure; (iii) has become known publicly, without fault of the Receiving Party, subsequent to disclosure by the Disclosing Party; or (iv) has been otherwise lawfully known or received by the Receiving Party. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission. The Receiving Party agrees to keep confidential all Confidential Information disclosed to it by the Disclosing Party, and to protect the confidentiality thereof in the same manner as it protects the confidentiality of its own (at all times exercising at least a reasonable degree of care in the protection of Confidential Information). If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. The Receiving Party agrees that monetary damages for breach of confidentiality may not be adequate and that, if necessary, the Disclosing Party shall be further entitled to seek injunctive relief.
  11. WARRANTIES & DISCLAIMERS
    1. Hardware Warranty. All Hardware components will be free from defects in material and workmanship under normal use and will perform in substantial compliance with the manufacturer’s specifications for the applicable warranty period. The exclusive remedy and recourse for you under this Hardware warranty is for us, at our election, to repair, replace or modify the defective parts. We may utilize remanufactured, certified parts that meet the specifications. Such replacement parts will be covered for the remainder of the existing Hardware warranty. Any part removed shall become our property. For Hardware you purchase, the Hardware warranty set out in this Section 11.1 shall be valid for a period of twelve (12) months following shipment of the Hardware to you. For Hardware you rent, the Hardware warranty shall be valid during the Service Term. The foregoing Hardware warranty shall become void if one of the following occurs: (i) the Hardware is not used properly in accordance with the manufacturer’s specifications and operating instructions or otherwise is abused, damaged, or negligently serviced or maintained by anyone other than us or our authorized dealer; (ii) work is performed on the Hardware by anyone not authorized by us; (iii) the Hardware is installed or used in combination or in assembly with products that are either not approved by us or not compatible with the Cloud Services. The Hardware warranty excludes parts you have supplied and expendable or personal use items such as batteries, headsets, paper, cabling or non-Mitel telephone sets. Warranties are predicated on us receiving timely written notice of any nonconformity with as much specificity as is known and as soon as you become aware of such nonconformity, but in any event prior to the expiration of the relevant warranty period. We shall have the right to inspect and test the Hardware and the associated local area network and communications infrastructure to determine, in our reasonable discretion, whether the nonconformity is covered under the applicable warranty.
    2. Disclaimer of Warranties. Except as expressly provided herein, (i) You acknowledge and agree that the Cloud Services and Hardware are provided on an "as is", and "as available" basis; and (ii) we expressly exclude all implied warranties, terms and conditions including but not limited to fitness for purpose, satisfactory quality or non-infringement of title to the maximum extent permitted by law. We do not warrant that (a) the Cloud Services or the Hardware will meet your requirements or that the operation of the Cloud Services and the Hardware will be uninterrupted or error-free; (b) the Cloud Services or the Hardware will prevent toll fraud, unauthorized access, loss or theft of electronic data, or invasion of privacy; (c) all errors in the Cloud Services and Hardware can be corrected; (iv) Customer Data will not be lost or corrupted; (d) Emergency Services will not fail, including but not limited to, in those circumstances in which you are using call forwarding, call redirection or blocking services, where the call fails to be delivered or is dropped for any reason where there is network congestion, device misconfiguration, power loss, broadband outages, third-party interference, where you have not paid your bill, and/or when the emergency callback number is configured to ring a phone at a different location than the User’ VoIP device; or (e) enhanced Emergency Services, if available, will not revert back to traditional Emergency Services. It is your sole responsibility to back up Customer Data.
    3. No Hazardous Environments. You acknowledge and agree that neither the Cloud Services nor the Hardware are sufficiently fault-tolerant for life-safety operations, and neither is designed, manufactured, or intended for use in or in conjunction with control equipment in hazardous environments, including without limitation the operation of nuclear facilities, aircraft navigation or critical communications systems, air traffic control, transportation control, or life support devices. You will not use the Cloud Services or Hardware for any purpose listed in this Section 11.3 and any attempt to do so will be at Customer’s own risk.
  12. LIMITATION OF LIABILITY
    1. LIMITATION, EXCLUSION AND APPLICATION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
      • (a) IN NO EVENT SHALL WE BE LIABLE FOR THE FOLLOWING DAMAGES DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE IMPLEMENTATION SERVICES, THE CUSTOMER DATA, THE CLOUD SERVICES INCLUDING WITHOUT LIMITATION USE AND/OR FAILURE OF EMERGENCY SERVICES OR THE CONDUCT OF ANY LOCAL EMERGENCY RESPONSE SERVICE CENTER OR NATIONAL EMERGENCY RESPONCE SERVICE CENTER, OR HARDWARE: (I) ALL INDIRECT, ECONOMIC, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL AND PUNITIVE DAMAGES; AND (II) ALL DAMAGES FOR LOST PROFITS, REVENUE OR EARNINGS, LOST, HACKED OR CORRUPTED DATA, UNAUTHORIZED ACCESS TO DATA OR THE CLOUD SERVICES, DELAYS OR FAILURE TO TRANSMIT OR RECEIVE ANY DATA, BUSINESS INTERRUPTION, FAILURE TO REALIZE EXPECTED SAVINGS AND COST OF SUBSTITUTE SOFTWARE, HARDWARE OR SERVICES;
      • (b) IN NO EVENT SHALL OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE IMPLEMENTATION SERVICES, THE CUSTOMER DATA, THE CLOUD SERVICES INCLUDING WITHOUT LIMITATION USE AND/OR FAILURE OF EMERGENCY SERVICES OR THE CONDUCT OF ANY LOCAL EMERGENCY RESPONSE SERVICE CENTER OR NATIONAL EMERGENCY RESPONSE SERVICE CENTER, AND ANY HARDWARE EXCEED THE AMOUNTS RECEIVED BY MITEL FROM YOU (OR FROM YOUR MITEL AUTHORIZED RESELLER) FOR THE ENTITLEMENTS IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE INCIDENT GIVING RISE TO THE LIABILITY;
      • (c) THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SET OUT IN THIS AGREEMENT SHALL APPLY: (I) WHETHER AN ACTION, CLAIM OR DEMAND ARISES FROM A BREACH OF WARRANTY OR CONDITION, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTORY LIABILITY OR ANY OTHER THEORY OF LIABILITY; (II) WHETHER OR NOT SUCH DAMAGES COULD REASONABLY BE FORESEEN OR THEIR POSSIBILITY HAS BEEN DISCLOSED TO US; AND (III) TO US, OUR AFFILIATES, AND THIER RESPECTIVE SERVICE PROVIDERS AND SUPPLIERS, SUCCESSORS AND ASSIGNS AND (IV) EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.
    2. Time Limit. No action arising out of this Agreement may be brought by Customer more than eighteen (18) months after the cause of action has arisen.
  13. INDEMNIFICATION
    1. Our Indemnification Obligations. Subject to 13.2, we will indemnify, hold harmless and defend you against any loss, damage or cost (including reasonable legal fees) incurred in connection with claims, actions, demands, suits, or proceedings (each a "Claim") made or brought against you by a third party alleging that the Cloud Services and/or the Documentation infringes a valid United States, Canadian, or European intellectual property right other than a patent reading on a standard (e.g. IEEE) whether essential or not. This section 13.1 shall not apply to any Claim resulting from: (a) the combination of the Cloud Services with any hardware, software, system, or service which is not owned, supplied, and/or developed directly by us; (b) our implementation of any design you provide us; (c) your failure to implement corrections or modifications provided by us if implementation would prevent the infringement, or (d) your alteration or modification of the Cloud Services. This Section 13.1 states our sole liability and your exclusive remedy for any Claims covered under this Section 13.1 (Our Indemnification Obligations). In the event of an intellectual property right Claim, we may in our sole option and without further obligation to you either (a) obtain the right for you to continue using the Cloud Services and/or Documentation; (b) replace or modify the Cloud Services and/or Documentation so that it becomes non-infringing; or (c) if such remedies are not reasonably available, terminate this Agreement.
    2. Customer’s Indemnification of Mitel. You agree to indemnify, hold harmless and if requested by us, defend us against any loss, damage or costs (including reasonable legal fees) incurred in connection with a third party Claim made or brought against us arising from or relating to: (i) any act, error, omission, fault, negligence, or misconduct by you or any User (or any third party with whom they communicate using the Cloud Services); (ii) your or any User’s (or any third party with whom they communicate using the Cloud Services’) breach of the Agreement including without limitation the Acceptable Use Policy; (iii) your or a User’s use of the Cloud Services or Hardware; (v) your, or any User’s, breach of Applicable Law; (vi) Customer Data and (vii) your failure to properly inform Users of the Cloud Services’ emergency service limitations.
    3. Mutual Provisions. Each party's indemnity obligations are subject to the following: (i) the indemnified party promptly notifying the indemnifier in writing of the Claim provided that any failure by the indemnified party to promptly notify the indemnifying party will not relieve the indemnifying of its obligations except to the extent that indemnifying party is materially prejudiced by the delay; (ii) the defending party shall have sole control of the defense and all related settlement negotiations with respect to the Claim (provided that except to the extent we are defending a claim against you, the defending party may not settle any Claim unless it unconditionally releases the aggrieved party of all liability and obligation); and (iii) the indemnified party, at the indemnifier’s cost, providing reasonable assist in the defense of such Claim. If we have requested you to defend a claim, and we, at any time, have a reasonable basis to believe that you cannot or may not be able to fulfill your obligations under this Section 13, then, without limiting your obligations under this Section 13, we shall be entitled to provide you notice to that we have decided to become the defending party, and thereafter to assume control of the defense and/or settlement of any such claim. Once we have notified you that we will be seeking an indemnity, unless otherwise expressly agreed in writing, all communications (including the notice) will be deemed our confidential information, which you may not disclose to any third party, other than your legal advisors, without our prior express written permission, and in addition, all communications in respect of any such claim shall be subject to common interest privilege.
  14. CUSTOMER SUPPORT
    1. Customer Support. Support may vary depending on the Cloud Services you order. We will provide you with support as described at https://www.mitel.com/legal/mitel-cloud-services-terms-and-conditions, as may be updated from time to time.
  15. GENERAL
    1. Mitel Entity. "Mitel", "we", our and "us" means the following, where your Primary Jurisdiction is in:
      • (i) Canada or the United States of America: Mitel Cloud Services, Inc. with registered office is at 1146 North Alma School Rd, Mesa, AZ 85201.
      • (ii) Australia or Europe (with the exception of France and Germany): Mitel Networks Limited, with registered office is at Castlegate Business Park, Caldicot, Monmouthshire, Wales NP26 5YR.
      • (iii) France: Mitel France SAS, with registered office is a 1 rue Arnold Schoenberg, 78286 Guyancourt Cedex, France.
      • (iv) Germany: Mitel Deutschland GmbH, with registered office is at Zeughofstrasse 1, 10997 Berlin, Germany.
    2. Affiliates. We may use (and disclose Customer Data and Use Records to) one or more global affiliate(s), partners and/or service providers in order to perform our obligations under this Agreement.
    3. Changes. We may make changes to this Agreement and any document referred herein from time to time by posting a new version at https://www.mitel.com/legal/mitel-cloud-services-terms-and-conditions. The changes will become effective and will be deemed accepted by you on the date the new version is posted, except that if we modify the Agreement in a manner which in our sole opinion is likely to cause a material detrimental impact on you (e.g. if we significantly reduce your rights or increase your obligations) and our change is not in response to a change in legal or regulatory requirements, or a material change in our business, the changes will become effective thirty (30) days after we provide you written notice (invoice, email or if an online portal is made available with the Cloud Services, posting notice at the portal, to suffice). However, if during the thirty (30) day notice period, you provide us with a written objection directly or through your Authorized Partner, the changes will not become effective until the beginning of your next Service Renewal Term. Nothing in this Section 15.3 will relieve you of payment of any already incurred Service Fees.
    4. Use Outside of Primary Market. While Entitlements are intended for use within the jurisdiction identified on your Service Order (your "Primary Jurisdiction") the Cloud Services are nomadic by nature and may be globally accessible via a broadband Internet connection. You acknowledge that i) regulation of IP-based telephony services varies significantly from jurisdiction to jurisdiction, ii) certain internet service providers (ISPs) may impose contractual restrictions on the use of their services for IP-based telephony, and iii) Emergency Services may not operate outside of the Primary Jurisdiction. Before using our Cloud Services in a jurisdiction outside your Primary Jurisdiction, you should consult with local counsel for advice regarding your use of such. You shall be solely responsible and liable for any violation of local law or breach of third-party contract terms resulting from such use, regardless of whether we have consented to such use.
    5. Notices. Except as otherwise set out in this Agreement, any notice provided hereunder shall be in writing and delivered by hand or sent by registered mail or courier to the address set out below and will be effective and deemed delivered upon receipt. Notwithstanding the foregoing, we may send you notice by electronic means, such as .pdf email, which shall be deemed delivered on the business day following the day on which it was sent. If to us, the address set out in Section 15.1 with a copy to our legal department at 350 Legget Drive, Kanata, ON, Canada K2K 2W7. If to you the address will be the address set out in your Service Order or the online portal, where available.
    6. Number Porting. If your Cloud Service Entitlements include our SIP Services, number portability may be available. In cases where number portability is available we will take commercially reasonable steps to transfer the number in accordance with standard porting procedures between communications providers in your jurisdiction provided that your account contains accurate and complete information and is in good standing, including payment for all Service Fees. For clarity, porting a number to another service provider shall not release you of any fees otherwise due under this agreement.
    7. Publicity. Neither party shall use the name of the other party in publicity, advertising, or similar activity, without the prior written consent of the other, except you agree that we may profile you, or disclose that you are our customer, in standard marketing materials, including press releases, corporate presentations and digital properties and/or other marketing vehicles as we may deem appropriate.
    8. Force Majeure. We will not be liable for any failure or delay in its performance under the Agreement, due to any cause beyond our reasonable control, including any act of war, act of God, earthquake, flood, embargo, riot, sabotage, terrorist attack, cyber-attack (hacking and DDOS), acts of public enemies, civil disturbances or general restraint or arrest of government and people, boycott, strike (including a general strike), lockout or other similar industrial disturbance, service interruption by a telecommunications services provider, or connectivity delays with internet providers outside of our reasonable control.
    9. Assignment. You may not assign your rights or delegate your duties under the Agreement either in whole or in part without our prior written consent, which will not be unreasonably withheld. The Agreement will bind and inure to the benefit of each party's successors and permitted assigns.
    10. Severance. To the extent that any portion or provision of this Agreement is found by any court or competent authority to be invalid, unlawful or unenforceable in any jurisdiction, that portion or provision shall be deemed not to be a part of this Agreement, it shall not affect the enforceability of the remainder of this Agreement nor shall it affect the validity, lawfulness or enforceability of that portion or provision in any other jurisdiction.
    11. No Waiver. No single or partial exercise, or failure or delay in exercising any right, power or remedy by any party shall constitute a waiver by that party of, or impair or preclude any further exercise of, that or any right, power or remedy arising under this Agreement or otherwise.
    12. Applicable Law and Dispute Resolution. This Agreement is to be governed by and construed under the laws specified below, excluding any body of law governing conflicts of laws and the 1980 United Nations Convention on Contracts for the International Sale of Goods, and disputes arising out of or in connection with this agreement are to be resolved in accordance with the following:
      • A) Where Your Primary Jurisdiction is in Canada, the laws of the Province of Ontario, Canada. The courts of the Province of Ontario will have exclusive jurisdiction to settle any dispute which arises out of or in connection with this Agreement and the Parties hereby agree to submit to the jurisdiction of the courts of Province of Ontario.
      • B) Where Your Primary Jurisdiction is in the United States of America (including its territories, protectorates or overseas regions), the laws of the State of Arizona, United States. The courts of the State of Arizona will have exclusive jurisdiction to settle any dispute which arises out of or in connection with this Agreement and the Parties hereby agree to submit to the jurisdiction of the courts of State of Arizona.
      • C) Where Your Primary Jurisdiction is in Europe or Australia, the laws of England and Wales. The courts of England will have exclusive jurisdiction to settle any dispute which arises out of or in connection with this Agreement and the Parties hereby agree to submit to the jurisdiction of the courts of England.
    13. No Jury Trial. The Parties specifically agree that disputes shall not be resolved by jury trial and hereby waive all rights to a trial by jury in any matter related to or arising from this Agreement. No dispute between the Parties, or involving any person but You, may be joined or combined together, without our prior written consent.
    14. Evaluation: Where the Entitlements in your Service Order are specified as time limited evaluation or trial Entitlements, Sections 2.4, 7.3, 7.7, and 13.1 of these Terms shall not apply. Section 7.2 shall only apply if there is a Paid Service Initiation (as defined in Section 2.1).
    15. Entire Agreement. This Agreement is the complete agreement and understanding of the parties with respect to the subject matter hereof and supersedes any other agreement or understanding, written or oral, between the parties with respect to the subject matter hereof. Neither party has entered into this Agreement in reliance upon (and shall have no liability in respect of) any term or representation other than those expressly set out in this Agreement (provided that nothing in this Agreement shall limit either party's liability for fraudulent misrepresentation). In the event of an inconsistency between these Terms and the Service Order, these Terms shall govern. Both parties represent and warrant that they have full corporate power and authority to execute this Agreement and to perform their obligations hereunder and that each person whose signature appears and any Service Order (and the Terms (if applicable)) is duly authorized to execute such document on behalf of the respective party.
    16. Surviving Provisions. The terms, conditions and warranties contained in this Agreement that by their sense and context are intended to survive the performance hereof shall so survive the completion of performance, cancellation or termination of this Agreement. Without limiting the generality of the foregoing, the parties agree that any limitations of liability, exclusions, and disclaimers of warranties and indemnification obligations are essential to the parties’ entering into this Agreement and will survive the termination of the Agreement and will apply even if the Agreement is found to have failed of its essential purpose.
    17. You are solely responsible for determining whether you require any third-party licenses in association with your use of the Cloud Services, obtaining any such license and paying any fees relating to any such license.
  16. JURISDICTION SPECIFIC TERMS
    1. Europe. In addition to the relevant country specific provisions set out in this Section 16, the following shall apply in respect of Entitlements intended for use in the European Economic Area (as set out in your Service Order)
      1. Data Protections. The parties agree to comply with the terms of the Data Processing Agreement ("DPA") available at www.mitel.com/legal/gdpr irrespective of whether such agreement has been signed by both parties. In the event of any conflict between the DPA and this Agreement, the DPA shall prevail.
      2. Directories: In countries where directories are mandated by Applicable Law, we will provide directory providers with basic directory information in relation to you unless you elect not to be included in directories when you subscribe to the Services.
      3. Dispute resolution: Alternative dispute resolution arrangements with independent third parties are available in a number of European countries. Details of the relevant schemes are listed in the country specific terms in this Section 16.
    2. United Kingdom. The following shall apply in respect of Entitlements intended for use in United Kingdom (as set out in your Service Order):
      1. Subject to the emergency service terms, Emergency Services calls can be made within England, Wales, Scotland and Northern Ireland.
      2. You acknowledge that the quality of calls via the Cloud Services depends on the specification and availability of the underlying broadband and/or telecommunications services used by each party to the call.
      3. Nothing in this Agreement excludes or limits our liability for fraud, death or personal injury caused by our negligence, or for any liability that cannot be excluded or limited by law.
      4. No express term of this Agreement nor any term implied under it is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
      5. Mitel Networks Limited is authorized to do business in the UK.
      6. If you are billed for your Entitlements within the United Kingdom and you have less than ten (10) employees (including contract employees) you will be considered a "small business" and notwithstanding anything to the contrary in your Service Order, the automatic renewal set out in Section 7.2 shall not apply.
      7. If you have a complaint with the Cloud Services, you should contact us using the details set out in the Complaints Code of Practice available upon request.
      8. If you are a small business, an alternative dispute resolution scheme is available free of charge for disputes you are unable to resolve with us. Details of the scheme are available upon request.
      9. Details of our standard fees and charges for Entitlements purchased directly from us with in the United Kingdom are available at: https://www.mitel.com/legal/mitel-cloud-services-terms-and-conditions.
      10. Details of our standard fees and charges for number porting purchased are available at: https://www.mitel.com/legal/mitel-cloud-services-terms-and-conditions.
      11. We will take reasonable steps to ensure that the transfer of numbers and subsequent activation is completed as soon as reasonably practicable in accordance with Applicable Law. You acknowledge that the timing of any such transfer can be impacted by certain technical and procedural requirements in relation to number transfers, including where we need to secure an agreement with another communications provider relating to number transfers. You may be entitled to claim compensation for delays caused by us in transferring numbers.
      12. Additional information about limitations of our Emergency Services can be found at https://www.mitel.com/en-gb/legal/voip-999-112-disclosure-notice
    3. Australia.The following shall apply in respect of Entitlements intended for use in Australia (as set out in your Service Order):
      1. The Telecommunications Numbering Plan sets out rules for issuing, transferring and changing telephone numbers. We must comply with the Telecommunications Number Plan. In using the Cloud Services, you must not do anything that would be inconsistent with the Telecommunications Numbering Plan or that would adversely affect our ability to comply. Customer acknowledges that: (a) you has no ownership, interest or goodwill in any telephone numbers issued to you; (b) termination of the Cloud Services for any reason will result in immediate loss of all telephone numbers associated with a Service unless they are ported to another service provider prior to termination of the Service; and (c) if we provides Customer with an out-of-area number, you may not be able to port that number to another service provider in the future, and calls to and from the number will be charged as if you is located in the area identified by the number.
      2. You may report unwelcome communication complaints to us.
      3. We will provide reasonable assistance to you if you have purchased a smart number from ACMA and request that it is connected to the Cloud Services.
      4. In addition to the permitted uses and disclosures set out in Section 5.1, we reserve the right to use and disclose Customer Data and Use Records to third parties if we determine, in our reasonable judgement, that disclosure relates to information contained in the Integrated Public Number Database or other disclosure permitted pursuant to Part 13 of the Telco Act the Telecommunications Act 1997 (Cth).
      5. If you are being billed for your Entitlements in Australia and have less than twenty full time employees and an annual turnover of less than A$3,000,000: If you have a complaint with the Cloud Services, you should contact us using the details set out in the Complaints Code of Practice available upon request. If your complaint is resolved in accordance with our Complaints Code of Practice within eight (8) weeks, you can refer your complaint to the Telecommunications Industry Ombudsman, our approved alternative dispute resolution provider, who will review your complaint for free.
    4. Canada. The following shall apply in respect of Entitlements intended for use in Canada (as set out in your Service Order):
      1. Customer Data and Use Records may be stored in the United States and may be accessed by the courts, law enforcement and national security authorities of the United States in accordance with Applicable Law.
      2. VoIP 9-1-1 service has certain limitations relative to Enhanced 9-1-1 service that is available on most traditional telephone service.
      3. Mitel may disclose to the CRTC that you have acknowledged the E911 Disclosure by virtue of Customer having accepted this Agreement.
      4. Additional information about limitations of our Emergency Services can be found at https://www.mitel.com/en-ca/legal/voip-e911-disclosure-notice
      5. You will not use our network or the Cloud Services to export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside of Canada or the U.S. without first complying with all export control laws and regulations which may be imposed by the Canadian and U.S. Government and any country or organization of nations to whose jurisdiction Customer is subject.
    5. United States. The following shall apply in respect of Entitlements intended for use in United States (as set out in your Service Order:
      1. Mitel may disclose to the FCC that you have acknowledged the E911 Disclosure by virtue of Customer having accepted this Agreement.
      2. Additional information about limitations of our Emergency Services can be found at https://www.mitel.com/en-ca/legal/voip-e911-disclosure-notice
    6. Germany. The following shall apply in respect of Entitlements intended for use in Germany (as set out in your Service Order):
      1. For clarity, if we do not accept your Service Order with one month of providing it to us, you may revoke your Service Order and it shall be null and void.
      2. In the event, that you make a claim against us for pecuniary losses resulting from our unintentional acts and the amounts we received from you (or from your Authorized Reseller for the entitlements in the twelve (12) month period immediately prior to the incident giving rise to the liability are less than 12 500 euro, the amounts received shall be deemed to 12 500 euro’s.
      An alternative dispute resolution scheme is available free of charge for disputes you are unable to resolve with us. Details of the scheme are available upon request
    7. Switzerland. The following shall apply in respect of Entitlements intended for use in Switzerland (as set out in your Service Order):
      1. If you have a complaint with the Cloud Services you can refer your complaint to Ombudscom. You acknowledge and agree that while we will comply with any request for information which Ombudscom may make, we are not legally bound by any conclusion drawn by Ombudscom.
    8. South Africa. The following shall apply in respect of Entitlements intended for use in South Africa (as set out in your Service Order):
      1. You agree that Section 15 provides you with notice of a change to this Agreement within a fair and reasonable period.
      2. Details of our standard fees and charges for Entitlements purchased directly from us are available at: https://www.mitel.com/legal/mitel-cloud-services-terms-and-conditions
      3. An alternative dispute resolution scheme is available free of charge for disputes you are unable to resolve with us. Details of the scheme are available upon request.
    9. Belgium. The following shall apply in respect of Entitlements intended for use in Belgium (as set out in your Service Order):
      1. If your Entitlements billed in Belgium provide you with five or less than Belgian phone numbers, and exercise your right to terminate for convenience pursuant to Section 7.7 (Termination by Customer for Convenience) within 6 months of your Service Activation date, you will only be required to pay us an amount equal to the recurring Service Fees multiplied by the number of months remaining in the until the sixth month of your Entitlements.
      2. An alternative dispute resolution scheme is available free of charge for disputes you are unable to resolve with us. Details of the scheme are available upon request.
      3. Due to Belgian law, we are required to block Emergency Services within Belgium. You warrant that you will inform Users that Emergency Services are not available prior to their first Use. You agree to indemnify, hold harmless and if requested by us, defend us against any loss, damage or costs (including reasonable legal fees) incurred in connection with a Claim made or brought against us arising from or relating to your failure to notify Users that Emergency Services are blocked.