Cloud Softphone Terms and Conditions

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE REGISTERING

    BY CLICKING ON THE "REGISTER" BUTTON DISPLAYED AS PART OF THE ORDERING PROCESS TO USE THE CLOUDSOFTPHONE.COM WEB
    SITE ("CLOUDSOFTPHONE"), A SERVICE PROVIDED BY ALIEN LICENSING GMBH A SWISS COMPANY BASED IN ZUG. ("RELATIONALS"),
    YOU ARE CONSENTING THE FOLLOWING TERMS AND CONDITIONS (THE AGREEMENT) GOVERNING YOUR USE OF THE CLOUDSOFTPHONE
    SERVICE (THE SERVICE) ALONG WITH ANY AMENDMENTS THERETO AND ANY OPERATING RULES OR POLICIES THAT MAY BE PUBLISHED
    FROM TIME TO TIME BY RELATIONALS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL
    ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY, AND ANY PERSON TO WHICH THE ENTITY PERMITS
    ACCESS AND USE OF SERVICES, TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO
    SUCH ENTITY. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT CLICK THE "REGISTER" BUTTON AND THE
    REGISTRATION PROCESS WILL NOT CONTINUE.

CLOUDSOFTPHONE PLATFORM SERVICES

    This is an Agreement for Services, and Customer is not granted a license to any software by this Agreement.
    Registration allows you to create a user account in which you will be able to create, customize, manage, and
    administer applications through Internet access to CLOUDSOFTPHONE's proprietary software and architecture, including
    the CLOUDSOFTPHONE Catalog, Application Building tools, and Application Framework ("CLOUDSOFTPHONE Platform").
    CLOUDSOFTPHONE reserves the right to refuse registration of, or cancel, accounts it deems inappropriate.
    CLOUDSOFTPHONE may make changes to the Agreement, and continued use of the Service constitutes Customer’s acceptance
    of any such changes. In addition, Customer and CLOUDSOFTPHONE shall be subject to any posted guidelines or rules
    applicable to such Services that may be posted at any time.

RESPONSIBILITIES AND RIGHTS

    You are responsible for all activity occurring under your Account and shall abide by all applicable local, state,
    national and foreign laws, treaties and regulations in connection with your use of CLOUDSOFTPHONE, including those
    related to data privacy, international communications and the transmission of technical or personal data. You must:

RESTRICTIONS ON USE

    Your license to use CLOUDSOFTPHONE to create Applications is limited to you and your Team to use only and cannot be
    shared with or used by any Third Party with the exception of platform features that enable you to communicate with
    the Third Party. You agree NOT to:
    AS PARTY TO THIS AGREEMENT, You agree NOT to use the CLOUDSOFTPHONE Platform to engage in:

OWNERSHIP

    While this Agreement and the specified license(s) are in effect and it does not convey any rights of ownership in or
    to the CLOUDSOFTPHONE Platform. All rights, title and interest, including without limitation any copyright, patent,
    trade secret or other intellectual property right in the CLOUDSOFTPHONE Platform will remain the sole property of
    Relationals. Any services provided to you under this Agreement related to the testing of the CLOUDSOFTPHONE
    Platform, including methods, processes, notes, designs, code, documentation, memoranda will belong to Relationals.
    Any intellectual property and information, such as data, feedback, advice, information, designs that you give to
    CLOUDSOFTPHONE during the Term of this Agreement will belong to Relationals and you will receive no compensation for
    such information.

RELATIONALS ACCESS TO APPLICATIONS

    During the Term of this Agreement, in the event that Relationals discovers that an Application and/or Account is
    impeding services on the CLOUDSOFTPHONE Platform in any way or the server that the CLOUDSOFTPHONE Platform is hosted
    on, you hereby grant Relationals access by proxy login to an Application or Account so Relationals may investigate
    Applications and/or Accounts and the problems that it may be causing. During this investigation, services to said
    Applications and/or Accounts may not be accessible.

WARRANTY DISCLAIMER

    Relationals make no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability,
    truth, availability, accuracy or completeness of the CLOUDSOFTPHONE Platform or any content or online documentation.
    The
    CLOUDSOFTPHONE Platform is provided to you on an "AS IS - WHEREAS" basis. By accepting this license, you agree that
    you understand that the CLOUDSOFTPHONE Platform may not operate according to the specifications at all times.
    Relationals DOES NOT represent or warrant that:

LIMITATIONS ON LIABILITY

    You expressly understand and agree that Relationals, its officers, directors, employees, affiliates and service
    providers, shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages,
    including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if
    Relationals has been advised of the possibility of such damages), resulting from:

TERMINATION OF SERVICES

    Relationals reserves the right to terminate your CLOUDSOFTPHONE Account for any reason at any time. Relationals
    shall have no liability to Customer or any third party because of such termination. You may terminate your account
    at any time. Upon termination, Customer can request a data export be made available for download. If the invoice is
    not paid on time, CLOUDSFOTPHONE will notify the Customer and ask for a resolution. In case the invoice is not paid
    within 10 Business Days from the notification and no other agreement has been reached, CLODSOFTPHONE will remove the
    CUSTOMER configuration from the CLOUDSOFTPHONE portal.

GOVERNING LAW

    This Agreement will be governed by and construed in accordance with the laws of the Switzerland Zurich without
    regard to any contrary conflicts of law principles. All legal actions arising under this Agreement will be initiated
    and maintained in the state or federal courts in Zurich Switzerland. Both parties hereby irrevocably consent to such
    jurisdiction and venue.

ATTORNEYS' FEES AND COSTS

    The prevailing party in any legal action or arbitration relating to this Agreement will be entitled to recover its
    attorneys' fees and litigation costs and expenses incurred in connection with such action or arbitration as part of
    the same proceeding.

ARBITRATION

    The parties hereto irrevocably agree that any and all controversies, directly or indirectly related to this
    Agreement, will be submitted to final and binding arbitration before an arbitrator in Zurich, Switzerland.

SEVERABILITY

    In the event that any provision of this Agreement is found invalid or unenforceable, it will be enforced to the
    extent permissible and the remainder of this Agreement will remain in full force and effect.

AMENDMENTS

    This Agreement constitutes the complete agreement between the parties with respect to its subject matter and
    supersedes all prior or contemporaneous discussions, representations, and proposals, written or oral, with respect
    to the subject matters discussed herein. No modification of this Agreement will be effective unless contained in
    writing and signed by an authorized representative of each party. Notwithstanding applicable law, electronic
    communications will not be deemed signed writings. No agency, partnership, joint venture, or employment is created
    as a result of this Agreement, and Customer does not have any authority or any kind to bind CLOUDSOFTPHONE in any
    respect whatsoever.

WAIVER

    The failure of a party to prosecute its rights with respect to a breach hereunder will not constitute a waiver of
    the right to enforce its rights with respect to the same or any other breach.

STATUTE OF LIMITATIONS

    Any claim, demand or cause of action relating to this Agreement will be deemed barred and forever waived if legal
    action or arbitration is not commenced with respect to such claim, demand or cause of action within two (2) years
    after the aggrieved party first acquires actual notice of such claim, demand or cause of action.

PRICING

    CLOUDSOFTPHONE reserves the right to modify our pricing and we will notify you by email when this occurs.

PAYMENT FLOWS

    CLOUDSOFTPHONE app will be made Live immediately after the setup fee is paid and Paypal Billing Agreement is
    concluded. The subsequent regular payments are charged automatically at the end of every billing period, based on
    this Billing Agreement.
    The billing period is 30 calendar days.
    In case Customer cancels the service, a bill is prepared for the amount proportional to the time the service was
    used in the current period, rounded to whole days up. This amount is charged based on the Billing Agreement as the
    final payment, then the Billing Agreement is canceled and all billing is stopped.
    In case Customer changes settings of the service in a way, which requires additional payments (e.g. enables new
    features for the app), amount proportional to the time the old configuration was used in the current period, rounded
    to whole days up, will be charged and a new period is started with the new configuration. This is equivalent to
    canceling the old service and starting a new service immediately afterwards, with setup fees being charged only for
    features not present in the old service configuration.

WHITE LABEL APPS SPECIFIC TERMS

    In case of white-label option, Cloud Softphone platform will generate binary packages suitable for submission to App
    Store and Google Play. Customer is responsible for providing all other items required for successful submission and
    release of the apps. These items are: app description, screenshots, search keyword selection, app category and any
    other information required by the stores where the apps are submitted.
    In case of "full service" option, Cloud Softphone representative will assist in submitting the apps to streamline
    the process and maximize the chance of success, but will still need input from Customer about the items from the
    previous paragraph. Cloud Softphone representative will resolve all technical aspects of the app submission. In case
    the process is blocked by any business-related requirement, like providing Customer's company details, banking
    information, accepting or modifying any agreements and similar, the Customer will always be asked to log in to the
    account and do the requested action.
    User agrees to abide by the separate Terms of Use, Privacy Policy and Acceptable Use Policy maintain in the Google
    Play and Apple/iTunes App stores. As part of our Service, we will review your app for Compliant with Google and
    Apple standards; however, Apple and Google will determine final compliance independently. For details regarding
    Google and Apple requirements and standards, go to https://play.google.com/about/developer-content-policy/ and
    https://developer.apple.com/app-store/review/guidelines/, respectively.

RESERVED IDENTIFIERS

    Cloud Softphone apps are identified by "Cloud ID" identifiers, which need to be unique. You reserve this identifier
    the moment you create a new app. We reserve the right to reclaim this identifier in case the app is abandoned and
    doesn't go LIVE within 6 months of being created.

EXPORT COMPLIANCE OF WHITE LABEL APPS

    In case of white-label apps which use encryption (like ZRTP or SRTP/SDES for encrypted voice and video), it may be
    necessary to obtain permission from relevant authorities to be able to distribute the apps to target audience.
    Specifically, Apple will always require export compliance document issued by US authorities for any apps which use
    encryption, and also French import declaration in case your app is to be available in French app store.
    Customer is always responsible for compliance with any import/export regulation applicable. In case of "full
    service" option, Cloud Softphone representative may notify Customer about the requirements and hold the submission
    process until all necessary documents are delivered by Customer.

AUTHORIZATION OF THIS AGREEMENT

    Each party represents to the other that it: has the legal power and authority to enter into this Agreement; and has
    not previously entered into any agreement or understanding which conflicts with any rights or obligations set forth
    in this Agreement. Relationals will have the right to assign this Agreement to an affiliate of Relationals at any
    time without notice. These terms and conditions are the entire agreement between you and Relationals regarding the
    use of CLOUDSOFTPHONE. No other communication, whether written or oral, will be deemed to supplement or supersede
    these terms and conditions unless made in writing and signed by both you and Relationals.

COMPLIANCE WITH GDPR REGULATION OF EUROPEAN UNION

Lawful Purpose

    By accepting these Terms and Conditions, you are entering a contract and personal data is lawfully processed in
    accordance to paragraph 6.1.b of GDPR. All personal data about you are stored and processed solely for the purpose
    of making all CLOUDSOFTPHONE features function properly and for the purpose of common accounting and customer
    service. No additional data are stored or processed.

    All data about users of your CLOUDSOFTPHONE apps are processed only for the purpose of measuring monthly usage
    which is used for billing. All usage data are received and processed in anonymized form and CLOUDSOFTPHONE has
    no way of identifying or contacting your users.

    In cases of troubleshooting typically requested and initiated by you, we may ask for additional diagnostic data
    about you or your users. These data are only processed for the purpose of identifying and resolving issues any
    collection of such data is stopped as soon as the troubleshooting ends.

Identity of Personal Data Controller

    The controller of the personal data processed by CLOUDSOFTPHONE as defined in Article 4.7 of GDPR is:
    Alien Licensing, GmbH, a company registered in Switzerland, Alte Steinhauerstrasse 1, 6300 Cham. To write us, please
    use contact@cloudsoftphone.com

Location

    The Personal Data is stored on servers within the European Union and the United States of America. In case the
    servers are located in the USA, they are always hosted at centers which participate in EU-U.S. Privacy Shield
    Framework as set forth by the U.S. Department of Commerce and the European Commission.

Time Period

    The Personal Data is necessary for the correct operation of CLOUDSOFTPHONE. They will be processed as long as the
    service is in use. In case you decide to stop using the Service, all Personal Data will be removed from our servers
    within a period of 15 days, with the exception of data we are required to hold for compliance with a legal obligation
    which requires processing by Union or Member State law, as specified in GDPR Article 17.3.

Right to be forgotten, rectification of Personal Data

    You have the right to request erasure of your Personal Data by GDPR Article 17 and 18). To do so, you will have to
    terminate the apps and stop using CLOUDSOFTPHONE. The data will then be removed automatically as specified in the
    “Time Period” paragraph. The service depends on the Personal Data being processed and can not work correctly without
    it. Rectification of most data can be done online on CLOUDSOFTPHONE by editing your contact and other information.
    In case you need help with rectification of any information, feel free to contact our customer representative.

Processed Data: You

    Identification of your company, contact details, billing and invoicing data.
    Information about your apps, including graphics designs, configuration parameters and comments including
    attachments.

Processed Data: Your customers

    Data about use of your apps, calculated as monthly unique users. The processing of this data is anonymized and uses
    randomized identifiers to identify unique users. Usage data collection may be disabled for certain apps and price
    plans.
    SIP Account Credentials are required for Push Notifications to work. They are securely transferred to Push Server
    and used to register the account and forward any incoming calls and messages to the device via Push Notifications.
    This ONLY applies to apps which use Push Notifications and don't use their own Push Server.
    In case Push Notifications are in use and the account is registered on the Push Server, this server will also
    process all SIP traffic related to calls and messaging. It will not process any RTP traffic though (voice or video);
    this traffic never reaches Push Server. This ONLY applies to apps which use Push Notifications and don't use their
    own Push Server.
    The content of Push Notifications for incoming calls and text messages. In order to deliver these events to the
    apps, it is necessary to process the information about incoming call or message, including the originating and
    receiving party and forward it via Apple and Google Push Notifications infrastructure. This ONLY applies to apps
    which use Push Notifications for incoming calls and messages.
    Address Book data. In case Contact Sync between apps or Smart Contacts features are enabled, the content of Address
    Book is securely transferred to Contacts Server. This ONLY applies to apps which use Contact Sync or Smart Contacts
    features and don't use their own Contacts Server.
    SIP traffic and RTP traffic for WebRTC apps. WebRTC apps require a proprietary proxy server which enables
    communication between SIP and WebRTC platoforms. This proxy server relays all signalization and media data between
    the web client and SIP server. This ONLY applies to apps which don't use their own WebRTC proxy server.
    When using features which require server components, like Push Notifications or any web services, the IP address and
    browser information may be logged by the servers. The logs are automatically rotated and the information in them is
    only processed when troubleshooting specific issues, or when required by law.
    In case you contact our support and require assistance in troubleshooting some problem with the apps, the support
    person may enable (or ask you to enable) logging of additional information on the server and/or client side, which
    may contain Personal Data. This information will only be used for resolving the reported issues and the logging will
    be disabled again as soon as the troubleshooting ends.

Data Portability

    You have the right to request a copy of your Personal Data in a portable format.

Complaints

    You have the right to lodge a complaint with a supervisory authority.