Cellopoint Service Level Agreement

Cellopoint provides a one year warranty supporting product’s hardware and software (CelloOS). It also provides an optional warranty which covers further product upgrades and maintenance. It is advisable that users keep up with their product upgrades to ensure optimal operational performance. In addition, Cellopoint offers telephone support, an advanced SLA (Service Level Agreement) service, and educational courses and training. If you wish further information about Cellopoint’s product updates, please contact Cellopoint’s Taiwan headquarters or email: sales@cellopoint.com.

END USER LICENSE AGREEMENT “EULA”
Cellopoint End User License & Services Agreement

Important -read carefully: this end-user license agreement (“EULA”) is a legal agreement between you (either an individual or a single entity) and Cellopoint international corporation (the “owner”) covering your use of Cellopoint UTM software (the “software”). Be sure to read the following agreement before using the software. By clicking on the “I Agree” button or by downloading, installing or otherwise using the Cellopoint firmware, software, or services (collectively “Cellopoint UTM software”), you or the entity or company that you represent (“licensee”) (i) are unconditionally consenting to be bound by and are becoming a party to this end user license and services agreement (“EULA”), and (ii) are agreeing that this EULA is a legal contract between Cellopoint and licensee and is enforceable like any written contract signed by licensee. If licensee does not unconditionally agree to all of the terms of this EULA, then click “Not Agree” button then the license key verification process will terminate and licensee may request (from licensee’s distributor or value-added reseller) a refund of the license fee paid.

1. License Granted. Subject to the terms of this EULA, Cellopoint hereby grants licensee according to the contract or purchasing order (except subject to termination as stated in the “termination” provision below), non-exclusive, non-sub licensable license to (i) install the Cellopoint UTM software on the Cellopoint device for which licensee has paid the license fee; (ii) use the Cellopoint UTM software for the number of users (according to mail boxes) and domain names; (iii) use and make a reasonable number of copies of the documentation (included user guide or admin. Guide) solely for licensee’s internal use in conjunction with the Cellopoint UTM software. If the software is labeled as an upgrade, update, or similar modification or revision, licensee must be properly licensed to use the product being upgraded or updated in order to use the software. The Cellopoint UTM software is to be used solely for licensee’s internal business purposes and in accordance with the documentation. Definition of licenses - Cellopoint UTM software is licensed per total number of email accounts, whereas alias accounts don’t count.

2. License Restrictions. Except as expressly permitted by this EULA, licensee may not, any may not permit anyone else to: (i) copy, modify, or distribute (or otherwise make available to others) the Cellopoint UTM software; (ii) reverse-engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of the software (except to the extent this prohibition is invalid under local law); (iii) rent, lease, lend, or otherwise use the Cellopoint UTM software or the subscription service on behalf of any third party.

3. Reports and Audit. Cellopoint Email UTM will automatically update your quantity of email accounts and email domains to Cellopoint Cloud Service for the audit purposes. If licensee’s use of the Cellopoint UTM software exceeds the levels authorized at the time purchase, Cellopoint will promptly report such excess use to the licensee and will ask to pay all additional fees that would have been due for the period beginning when the excess use commenced to the then-current date, at the then-current distributors’/resellers’ suggested retail price. If the licensee failed to pay the excess use additional fees, Cellopoint has the right to terminate the service of unauthorized excess use accounts in 30 calendar days.

4. Prohibited Uses of Content. Licensee shall not use the Cellopoint UTM software: (i) to infringe, misappropriate, or otherwise violate the intellectual property rights or proprietary rights, or rights of publicity or privacy, of any third party; (ii) to violate any applicable law, statute, ordinance, or regulation; (iii) to disseminate content that is harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, or otherwise objectionable; (iv) to disseminate any software viruses or any other computer code, files, or programs that may interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or (v) in violation of Cellopoint's standard policies then in effect. Cellopoint may take appropriate action to prohibit any use of the Cellopoint UTM software or subscription service that it believes may be (or that is alleged to be) in violation of the foregoing. Licensee shall be solely responsible for all content that licensee uploads, posts, emails, transmits, or otherwise disseminates using, or in connection with, the Cellopoint UTM software. Licensee acknowledges that licensee’s accessing of content using the Cellopoint UTM software is solely at licensee's own risk and that Cellopoint will not be liable for any damage to any person or entity resulting therefrom.

5. Ownership. As between the parties, title and ownership of the intellectual property rights in and relating to the Cellopoint UTM software and documentation and any copies or portions thereof, and in and relating to the subscription service, shall remain in Cellopoint and its licensors (if any). Cellopoint may modify or discontinue offering the Cellopoint UTM software at any time. The copyright laws of R.O.C. Taiwan and international copyright treaties protect the Cellopoint UTM software and documentation. This EULA gives licensee only those rights expressly granted herein.

6. Privacy Statement. In the event Cellopoint has access to information of licensee, such access shall be governed by Cellopoint's privacy statement, as it may be changed from time-to-time. Cellopoint’s current privacy statement is currently available at http://www.cellopoint.com/privacy_practices and is incorporated herein by reference. Cellopoint reserves the right at all times to disclose, without prior notification to licensee, any information necessary to satisfy any applicable law, regulation, legal process, or governmental request concerning licensee’s use of the Cellopoint UTM software. In the event of any inconsistency between the privacy statement and this EULA, this EULA will prevail.

7. Maintenance of equipment and security of licensee’s account. Licensee shall be solely responsible for obtaining and maintaining the equipment and for ensuring that such equipment is compatible with the Cellopoint UTM software and that it complies with all configurations set forth in the documentation or Cellopoint's published policies then in effect. Licensee shall be solely responsible for maintaining the security of the equipment, including, but not limited to, licensee’s account concerning the Cellopoint UTM software, passwords (including, but not limited to, administrative and other passwords) and files.

8. Software availability. Cellopoint shall use commercially reasonable efforts to provide the UTM software. The software may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Cellopoint or by third-party providers, or because of other causes beyond Cellopoint reasonable control. In conjunction with the UTM software, Cellopoint reserves the right to change the licensee’s service to comport with the recommended usage.
9. Information exchange by remote server. The Cellopoint UTM software contacts the remote server to upload and download information to conduct the service. Licensee agrees to allow the Cellopoint UTM software to communicate with the remote server for the purpose of such information exchange.

10. Limited warranty and disclaimers. Cellopoint makes no warranty or representation that the operation of the software will be uninterrupted or error-free, or that all defects in the software will be corrected. Warranties exclusive and warranty disclaimers: To the full extent allowed by law, the foregoing warranty and remedies are exclusive and are in lieu of all other warranties, terms, or conditions, express or implied, either in fact or by operation of law, statutory or otherwise, or arising from the course of dealing between the parties or usage of trade, including warranties, terms, or conditions of merchantability, fitness for a particular purpose, satisfactory quality, correspondence with description, non-infringement, and accuracy of information generated, all of which are expressly disclaimed. These warranty disclaimers constitute an essential part of this EULA.

11. Confidentiality
Confidentiality obligations: Each party (you and Cellopoint) agrees to abide by the following confidentiality obligations with respect to the other party's confidential information: Do not disclose it to any third party unless (a) the other party has given its specific and express prior written approval, (b) the disclosure is expressly allowed under this agreement, or (c) the disclosure is necessary to comply with a valid court order or subpoena; Mandatory disclosures: if you believe you must disclose Cellopoint’s confidential information in order to comply with a valid court order or subpoena, you must promptly notify Cellopoint and cooperate with Cellopoint if Cellopoint chooses to contest the disclosure requirement, seek confidential treatment of the information to be disclosed, or to limit the nature or scope of the information to be disclosed. Cellopoint will do the same if it believes it must disclose your confidential information in these circumstances. Additional obligations: in addition to your general obligations of confidentiality regarding the licensed products and documentation, you must ensure that the end user abides by the terms of this agreement.

12. Limitation of liability. No non-direct damages and other exclusions: Neither Cellopoint nor its channel partners shall be liable for any inaccuracy of the junk email blocking process including the loss of wanted email messages. To the full extent allowed by law Cellopoint and its licensors (if any) and channel partners will not be liable to licensee or any third party, whether based in contract, tort (including negligence), or any other legal theory, for incidental, consequential, indirect, special or punitive damages of any kind, or for loss of revenue or profits, loss of business, loss of information or data, lost of opportunity, interrupted communications, or any damages that are not direct, arising out of or in connection with this EULA or the performance or breach hereof, even if Cellopoint has been advised of the possibility thereof. Validity: These disclaimers and limitations of liability will not be affected if any remedy provided herein fails of its essential purpose.

13. Terms and Termination. This EULA commences on the effective date and shall remain in effect until such time as the initial or renewal term expires (depending on which is purchased) unless terminated by either party as provided below. Termination. Either party may terminate this EULA at any time upon written notice if the other party: (i) is in material breach of its obligations hereunder and fails to cure such breach within thirty (30) days following written notice of such breach, (ii) becomes insolvent or ceases doing business; or (iii) files or has filed against it a petition under bankruptcy. Obligations upon termination: Upon termination of this EULA for any reason, licensee shall discontinue use of the Cellopoint UTM software. The terminating party shall not be liable to the other party for any damages on account of termination in accordance with this section. Termination shall not affect the terminating party’s claim for damages arising out of the breach, which led to such termination.

14. Miscellaneous. This EULA is intended as the complete, final and exclusive statement of the terms of the agreement between the parties and supersedes all prior understandings, writings, proposals, representations or communications, oral or written, relating to the subject matter hereof. Except where unilateral modification by Cellopoint from time to time is specifically authorized herein. Governing law and venue: This EULA shall be construed in accordance with, and all disputes hereunder shall be governed by, the laws of Taiwan R.O.C. without reference to conflict of law principles. Taipei District Court of Taiwan, R.O.C. shall have exclusive jurisdiction and venue over all controversies in connection herewith.