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Active Call Center End-User License Agreement

Active Call Center End-User License Agreement

IMPORTANT - READ THIS CAREFULLY: This "Active Call Center" End-User License (EULA) is a legal agreement between you (either an individual or a single entity) and Active Call Center Company for the "Active Call Center" which includes computer software, "online" or electronic documentation, printed documentation, example files, and license files or hardware keys (collectively referred to as the SOFTWARE). The SOFTWARE also includes any updates and supplements to the original SOFTWARE that are provided to you by Active Call Center Company. The SOFTWARE may also include the RealSpeakô text-to-speech engine. You may receive the SOFTWARE on physical media ("MEDIA"), such as CD-ROMs, floppy diskettes, and parallel port or USB adapters.

By installing, copying, accessing, or using the SOFTWARE you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, then DO NOT install or use the SOFTWARE; in such event return the SOFTWARE and MEDIA within ten (10) days of obtaining it for a refund of licensing fees.

THIS SOFTWARE IS NOT FOR SALE. The SOFTWARE is licensed to you as the end user, it is not sold.

SOFTWARE LICENSE.

- Active Call Center Company and/or its licensors owns all copyright, trade secret, trademark, patent, and any other intellectual property or proprietary rights in and to the SOFTWARE. Active Call Center Company grants you a personal, non-exclusive, non-transferable license to use a single copy of the SOFTWARE on a single processor and hard drive provided this copyright is not violated and provided the terms and conditions of the EULA are accepted and observed.

- If you agree to all of the terms and conditions outlined in this document, a license to use the SOFTWARE on a single computer is granted to you.

OTHER RIGHTS AND LIMITATIONS.

- You may not distribute, rent, lease, or sublicense the SOFTWARE to others.

- You may not copy or otherwise duplicate the MEDIA on which the SOFTWARE is provided.

- With respect to the portions of the SOFTWARE identified as examples, you are granted the right to use, modify, and copy the examples in original or modified forms to suit your specific needs.

- Except for portions of the SOFTWARE identified as examples, you may not make changes, modify, or prepare derivative works of the SOFTWARE.

- You may not decompile, disassemble, or otherwise reverse engineer the SOFTWARE.

- You may not transmit any portion of the SOFTWARE over a network, by telephone, or electronically by any means except as necessary to install your licensed copy of the SOFTWARE.

- If the RealSpeakô text-to-speech engine is included, you may not use the RealSpeakô text-to-speech engine except as it is designed for use with the SOFTWARE.

WARRANTY DISCLAIMER AND INDEMNIFICATION DISCLAIMER.

THIS SOFTWARE AND MEDIA IS PROVIDED "AS-IS", WITHOUT WARRANTY OF ANY KIND. ANY USE OF THE SOFTWARE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ACTIVE CALL CENTER COMPANY AND/OR ITS LICENSORS DISCLAIM ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT WITH RESPECT TO THE SOFTWARE AND MEDIA. ACTIVE CALL CENTER COMPANY AND/OR ITS LICENSORS will not indemnify you and will have no liability for any claim, action, or suit of patent, trade secret, or copyright infringement based on your customization of the SOFTWARE (e.g., programming your call management system or call tree). You acknowledge that you are solely responsible for determining whether your use infringes on a third party's rights.

LIMITATION OF LIABILITY.

IN NO EVENT SHALL ACTIVE CALL CENTER COMPANY AND/OR ITS LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR THE MEDIA EVEN IF ACTIVE CALL CENTER COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN NO EVENT SHALL THE LIABILITY OF ACTIVE CALL CENTER COMPANY EXCEED THE GREATER OF THE LICENSING FEES PAID BY YOU FOR THE SOFTWARE OR TWENTY (20) UNITED STATES DOLLARS.

NOT FOR USE IN HIGH RISK ENVIRONMENTS.

THIS SOFTWARE IS NOT DESIGNED OR INTENDED FOR USE AS ON-LINE CONTROL EQUIPMENT IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, DIRECT LIFE SUPPORT MACHINES, OR WEAPONS SYSTEMS, IN WHICH THE FAILURE OF THE SOFTWARE COULD LEAD DIRECTLY TO DEATH PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE ("HIGH-RISK ACTIVITIES"). ACTIVE CALL CENTER COMPANY AND/OR ITS LICENSORS SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH-RISK ACTIVITIES.

U.S. GOVERNMENT RESTRICTED RIGHTS.

If you are the United States Government or any agency or instrumentality thereof, the SOFTWARE is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the U.S. Government is subject to restrictions set forth in FAR sections 52-227-14 and 52-227-19, DFARS sections 252.227-7013(c)(1)(ii), or subparagraphs (c)(1) and (c)(2) of the Commercial Computer Software Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Active Call Center Company and/or its licensors.

EXPORT LAW

You agree not to export the SOFTWARE or underlying information or technology, either directly or indirectly, to any foreign country except when such export is authorized by, and in full compliance with, the laws and regulations of the United States of America.

TERMINATION

This EULA is effective until terminated. You may terminate it at any time by destroying the SOFTWARE and MEDIA and erasing any copies residing on computer equipment. This EULA will also terminate if you do not comply with any terms and conditions of this EULA. Upon such termination you agree to destroy any and all copies of the SOFTWARE and MEDIA and erase all copies residing on computer equipment.

Active Call Center Company reserves the right to terminate this EULA if it deems, at its sole discretion, that you are unruly, grouchy, or otherwise unreasonable in your communications with Active Call Center Company or other communications that pertain or relate to the SOFTWARE.

GENERAL

This agreement shall be governed by, construed, and interpreted in accordance with the laws of the state of Minnesota, U.S.A., excluding its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods. It constitutes the entire agreement of you and Active Call Center Company and/or its licensors concerning this matter, and supersedes all discussions, proposals, bids, invitations, orders, and other communications, oral or written, on this subject. These Terms and Conditions may not be waived, amended, or modified in any way except through a written agreement signed by Active Call Center Company. If any one or more provisions of this Agreement are found to be illegal or unenforceable, the remaining provisions will be enforced to the maximum extent possible.

Active Call Center Company is a Minnesota limited liability company with its mailing address at 4314 Linden Hills Blvd., #105, Minneapolis, MN 55410.