Please read these Grandstream Terms of Service (the "Agreement") carefully. This agreement is a legal contract between you ("you") and Grandstream Networks, Inc. ("Grandstream," "We," "Our" or "Us") and governs your access to and use of the Grandstream software and hosted services that you are ordering and registering to use via the Internet ("Services") and all associated devices, including Grandstream hardware ("Hardware") connected to your network ("Network"). All users must agree to this Agreement before using the Services. By clicking "accept," entering into an Order (defined below) to which this Agreement is incorporated by reference, or installing, accessing and using Services or Software, you accept and agree to be bound by this Agreement. If you accept this Agreement on behalf of an entity, you represent that you have the authority to bind the entity to this Agreement. If you do not agree to this Agreement, you are not permitted to use the Software or Services.

If you are under 18, or if you are considered a minor in your state or country, you must obtain the consent of your parent or legal guardian to register for and use the Services.

• 1. Scope of Agreement

  This Agreement governs your access to and use of the Software and Services.

• 2. Use of the Services

  a. Access and Use License. Subject to the terms and conditions of this Agreement, we grant you a limited, revocable, non-transferable, and non-exclusive right to access and use the Services for your internal business use. You may use the Services only as permitted in this Agreement, any applicable documentation, and the Grandstream or applicable Approved Source (as defined below) ordering document that you entered into for use of the Services ("Order"). Except as otherwise permitted by Grandstream in writing, you will not resell, reframe, distribute, use on a timeshare, outsourced, or service bureau basis, or otherwise directly commercialize the sale or lease of the use of the Services. You may need to provide additional information in order to register for and/or use certain Services. You warrant that the information you provide during the registration process is accurate.

  b. Acceptable Use. You are solely responsible for your actions and the actions any person to whom you provide access to the Services. You agree to use the Services (and ensure that any person to whom you provide access to the Services is) in compliance with the Grandstream Acceptable Use Policy ("Grandstream AUP") appended to the end of this Agreement.

  c. Your Systems. You are solely responsible for (a) obtaining, deploying and maintaining the computing devices, servers and other equipment and software used to access and utilize the Services; (b) contracting with third party ISP, telecommunications and other service providers to access and use the Services via the Internet; and (c) paying all third party fees and access charges incurred in connection with the foregoing.

  d. Availability. Subject to the terms and conditions of this Agreement, Grandstream will use commercially reasonable efforts to make the Services available with minimal downtime 24 hours a day, 7 days a week; provided, however, that the following are excepted from availability commitments: (a) planned downtime, or (b) unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems or Internet service provider failures or delays.

• 3. Orders

  Your Order is incorporated into this Agreement by this reference. An Order is effective when you entered into by the parties and We provision the Services. Order acceptance may be subject to Our credit approval process. Nothing set forth in any purchase order issue by you that supplements, modifies and/or amend the provisions of this Agreement shall be binding upon Grandstream.

• 4. Affiliates, Approved Sources or Subcontractors

  In certain jurisdictions, We may sell the Services on behalf of a Grandstream affiliate, and/or may have a third party service provider ("Third Party Provider") provide the Services (or some portion of the Services), and/or you may purchase the Services from Grandstream or a Grandstream authorized reseller, distributor, channel partner or systems integrator (collectively, an "Approved Source"). Grandstream is not responsible for any act or omission of Approved Sources or Third Party Provider.

• 5. Changes to Services and Software

  We may enhance and/or change the features of the Services at Our discretion as long as We do not materially reduce the core functionality of the Services. Certain enhancements to and new features of the Services made generally available at no cost to all users during the applicable Initial Term or Renewal Term (as defined below) will be made available to you at no additional charge. However, the availability of some new enhancements or features may require the payment of additional fees, and We will determine in our sole discretion whether access to any other such new enhancements or features will require an additional fee. This Agreement will apply to, and the definitions of 'Services' includes, any enhancements, updates, upgrades and new modules to the Services provided in connection therewith and subsequently provided by Us to you hereunder.

• 6. Software and Services License and Restrictions

  You may need to download and install Software to use the Services. If so, We grant you a limited, non-exclusive, non-transferable, non-sublicensable license to download, install and run the Software on computing devices owned or used by you, solely to the extent reasonably required to use the Services and only for the duration that you are entitled to use the Services. You agree that you will not (and will not permit or encourage any third parties) to:

  a) transfer, sublicense, or assign your right under this license to any other person or entity, unless expressly authorized by Grandstream in writing;

  b) modify or adapt or create derivative works of the Software or any associated documentation;

  c) reverse engineer, decompile, decrypt, disassemble or otherwise attempt to derive the source code for the Software, except to the extent allowed by applicable law for interoperability purposes;

  d) use the Software to access services other than the Services you are entitled to use under this Agreement;

  e) republish, frame or distribute the Software or Services to third parties, unless you are an Approved Source for the particular Services and providing such Software or Services in accordance with the terms of your separate agreement with Grandstream; or

  f) supply proprietary information about the Services, including but not limited to screen shots, product documentation, demonstrations, service descriptions, announcements, or feature roadmaps to unauthorized third parties.

  You may engage a contractor to assist you with your implementation or use of the Services so long as: i) the contractor uses the Services according to this Agreement and ii) the contractor acts solely for your benefit when it uses or implements the Services. You will be responsible for the acts or omissions of the contractor as it relates to their use or implementation of the Services.

• 7. Beta Services

  We may offer you the opportunity to use and evaluate a "beta" version of the Services or Software ("Beta Services"). Beta Services may contain bugs, errors and other problems and you accept the Beta Services "AS-IS." We give you no warranty of any kind and are not responsible for any sort of problems or issues related to your use of a Beta Services. You may be required to provide Feedback (as defined below) to use Beta Services. We make no representations, promises or guarantees that the Beta Services will ever be generally released. We may suspend or terminate access to the Beta Service and delete any Content or data on the Beta Service at any time and without any liability.

• 8. Fees and Payment for the Services

  This Section 8 applies to Orders you place directly with Us. If you order Software or Services from an Approved Source, your agreement with the Approved Source will provide the applicable payment terms for such Order.

  a. Payment Terms. The fees for the Services, if any, are described in the Order. You agree that We, or our third party payment processor may charge your credit card or other payment method, or invoice you for all amounts due and owing for your use of the Services. You agree that your payment method information and related personal data may be provided to third parties for payment processing and fraud prevention purposes.

  b. Taxes. You shall pay all sales, value added, general standard and similar taxes (exclusive of taxes based on Our net income), levies, duty, or charges imposed by any governmental authority, related to or arising from Our providing or your use of the Software and/or Services. Grandstream reserves the right to gross up the price for the Software and/or Services in any invoice if a withholding prevents Grandstream from receiving the amount specified in such invoice. 

• 9. Term

  This Section 9 applies to Orders for you place directly with Us. If you order the Services from an Approved Source, your agreement with the Approved Source may have terms that differ from those in this Section 9. The terms of such agreements with your Approved Source will control to the extent there is a conflict with the terms of this Section 9. The "Initial Term" of an Order starts on the date the Services are available for use by you and lasts for the time period stated in the Order. Before the end of the Initial Term, unless prohibited by applicable law or the Order states otherwise, We will notify you that there will be an automatic "Renewal Term" of the same length of time unless you notify Us that you do not want to renew the Services before the end of the Initial or then current Renewal Term. If the fees will change for the Renewal Term, We will notify you reasonably in advance of the Renewal Term, and in time for you to accept or reject renewing the Services. If you agree with the fee changes, you may do nothing, and the new fees will apply for the upcoming Renewal Term. Either party may terminate an Order by providing the other party written notice of termination at least 30 days before the end of such Initial or Renewal Term. The termination will be effective on the last day of the Initial or Renewal Term in effect and you will pay for the Services until the end of current Initial or Renewal Term, regardless of when you provided notice.

• 10. Termination of Agreement

  a. Termination. This Agreement starts on the date you submit your first Order. Each party may terminate this Agreement and any impacted Orders by giving written notice to the other party if the other party materially breaches this Agreement and does not cure that breach within 30 days after receiving written notice of the breach. 

  b. Events Upon Termination. If you are using the Services under a paid subscription and this Agreement expires or is terminated for any reason: (i) We will make your lawful Content available to you for a reasonable period of time (not to exceed sixty (60) days) and (ii) you will pay Us for the Services(s) provided up to the date of termination.

  c. Temporary Suspension. We may temporarily suspend your or Users’ (as defined below) access to the Services in the event that either you or any of your Users is engaged in, or We in good faith suspects you or any of your Users is engaged in, any unauthorized conduct (including, but not limited to any violation of these Terms). We will attempt to contact you prior to or contemporaneously with such suspension; provided, however, that Our exercise of the suspension rights herein shall not be conditioned upon your receipt of any notification. A suspension may take effect for your entire account and you understand that such suspension would therefore include your Users' access. You agree that We shall not be liable to you, Users, or any third party if We exercise Our suspension rights as permitted by this Section. Upon determining that you have ceased the unauthorized conduct leading to the temporary suspension to Our reasonable satisfaction, We shall reinstate your and your Users' access to and use of the Services. Notwithstanding anything in this Section to the contrary, Our suspension of access to the Services is in addition to any other remedies that We may have under this Agreement or otherwise, including but not limited to termination of this Agreement for cause. Additionally, if there are repeated incidences of suspension, regardless of the same or different cause and even if the cause or conduct is ultimately cured or corrected, We may, in our reasonable discretion, determine that such circumstances, taken together, constitute a material breach.

  d. Survival. The following provisions will survive the expiration or termination of this Agreement: Sections 6, 8, 10(b), 10(d), 12 (to the extent Grandstream has such information), 14, 15, 16, 17 and 18. Upon termination of this Agreement, you must cease any further use of the Services and Software and destroy any copies of Software within your control.

• 11. Credentials

  We or an Authorized Source may provide you with one or more accounts to use the Services. You are responsible for maintaining the confidentiality of all such accounts. You agree to promptly notify Us of any unauthorized use of any such account of which you become aware. You agree to use at least reasonable means to protect your account name, password and other login information from unauthorized disclosure or use by third parties.

• 12. Data Use

  For GDMS:

  We will collect information from the devices connected to your account in order to provide better service. This information includes MAC address, model, software version, IP address, running time, CPU load, memory, usage, account registration status, call status, network quality and more.

  For GWN.Cloud:

  a. Consumer Data. By using the Services, you understand and agree that you are collecting data regarding the Grandstream hardware ("Hardware") that connects to your Network and how your network is being used, including the types of data described below. By means of the Hardware, you are then transferring that data to Us for processing and storage, including data that may contain personal information of your Network users (collectively, "Consumer Data"). That said, the Services include functionality that is capable of limiting or restricting the types of information collected, and you may make use of that functionality. You acknowledge and agree that We may process and store Customer Data exclusively for the purpose of providing the Services to you, except to the extent necessary to protect our rights (including in any dispute with you), as required by law, or as otherwise permitted by this Agreement. It is your responsibility to provide notice to, and obtain any necessary consents from, your Network users regarding collection, processing, and storage of Customer Data. For more information on the Consumer Data We collect, visit our Privacy Statement:
  http://www.grandstream.com/privacy-statement

  b. Traffic Information. All information associated with Hardware connected to your Network is knowns as "Traffic Information".  This may include Hardware MAC address, Hardware name, model, firmware, IP address, uptime, CPU temperature, memory usage, operating system, geolocation information, and information transmitted by your Hardware when attempting to access or download data or content (e.g., hostnames, protocols, port numbers, and IP addresses) via the Network. You acknowledge and agree that We may process and store Traffic Information on your behalf so you can monitor the use and performance of your Network and exercise control (such as network traffic shaping) over the traffic on your Network.
  
  c. Location Analytics. By enabling and using Location Analytics, you collect the MAC address and relative signal strength of WiFi-enabled devices that are within range of your wireless Network. We do not store these MAC addresses on our servers, except in a de-identified form, and they are not stored on your Hardware. We have no responsibility for whether and how you configure the API to transfer this data to other servers not associated with us or what happens to this data following such a transfer.
  
  

  For CloudUCM:

  By using the Services, you understand and agree that CloudUCM Services data and files are stored on the servers of our third party hosting provider. You acknowledge and agree that We may process and store CloudUCM Data for the purpose of providing the Services to you, to the extent necessary to protect our rights (including in any dispute with you), as required by law, or as otherwise permitted by this Agreement. For more information, visit our Privacy Statement:
  http://www.grandstream.com/privacy-statement

• 13. Privacy and Data Protection

  a. Content. We are not required to monitor Content, but may do so: (i) as needed to provide, support or improve the provision of the Services, (ii) to investigate potential or suspected fraud, (iii) where instructed or permitted by you, or (iv) as otherwise required by law or to exercise or protect Our legal rights. "Content" means all visual, written or audible communications, files, data documents, videos, recordings, or any other material displayed, posted, uploaded, stored, exchanged or transmitted on or through your or your Users’ use of the Services or otherwise provided on a website or online space related to the Services (a "Site").

  b. Data Protection and Data Privacy. We will collect, use and process Content in accordance with Grandstream’s Privacy Statement (which is incorporated into this Agreement by reference) and to the extent reasonably required to provide the Services. We will use commercially reasonable technical, procedural and physical means to protect against unauthorized access, use or disclosure of personal information that We process on Your behalf. We may transfer, copy, backup and store your Content in the United States or other countries or jurisdictions outside the United States as a part of the Services.

  c. Consent. You are responsible for obtaining consent from your Users to Our collection, use, processing and transfer of Content as described in this Agreement. "User" means you and your employees, contractors, agents and/or third parties (invited by you) who use the Services.

  d. Contact. You agree that We may contact you via e-mail or otherwise with information relevant to your use of the Services and your payment obligations.

• 14. Content

  a. Ownership of Content. We make no claim to your trade names, logos and other trademarks or service marks ("Your Marks") and your Content and We will not sell your Content to third parties.

  b. Responsibility for the Content and Services. You are solely responsible for your and your customers' and Users' Content and your and your customers' and Users' use of the Services. We are not liable to you, your Users or your customers for any loss or damages arising from any Content. We do not endorse and have no control over your or your customers’ or Users’ use of the Services. We cannot guarantee the accuracy of any Content provided by you or by other users.

  c. License. You grant Us a world-wide, royalty-free, sublicensable license to use, modify, reproduce and distribute the Content as reasonably required to provide the Services (e.g., Grandstream may encrypt your Content, which involves use, reproduction and modification of your Content). Where the Services include a publicly accessible Site with your Content, We may also publicly perform or publicly display your Content. You warrant that you have sufficient, lawful non-infringing rights to the Content and to grant the license contained in this Section.

  d. Violation.  We may investigate any complaints and violations or suspected violations of this Agreement regarding the Content or violations of the Grandstream AUP that comes to Our attention. If We reasonably determine there is a breach of this Agreement regarding the Content, a violation of the AUP or otherwise, We may take action without liability to remedy the violation (e.g., refuse to post or remove violating Content, or restricting, suspending, or terminating your or your User’s access to the Services). We will use commercially reasonable efforts to notify you before taking such actions so that you can remedy the issue. However, We reserve the right to act immediately if We reasonably believe that allowing such Content or use of the Services would expose Us to civil, regulatory or criminal or other liability. You agree to indemnify, defend and hold harmless Us from any and all third-party claims, liability, damages and/or costs (including, but not limited to, attorneys' fees) arising from your or your Users’ violation of the Grandstream AUP.

• 15. Warranty and Warranty Disclaimer

  a. To the extent allowed by applicable law, you agree that you are using the Software and Services at your own risk. You agree that We (including Approved Sources) and Our suppliers and affiliates will not be responsible for any harm to any device, any loss of data, or any other harm that results from your use of the Software or Services. WE (INCLUDING APPROVED SOURCES) AND OUR SUPPLIERS AND AFFILIATES DO NOT GUARANTEE THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE EXTENT ALLOWED BY APPLICABLE LAW, THE SERVICES AND ANY RELATED SOFTWARE AND/OR SITES ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE WITHOUT WARRANTIES OR CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY.

  b. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 15, TO THE EXTENT ALLOWED BY APPLICABLE LAW, WE (INCLUDING APPROVED SOURCES) AND OUR SUPPLIERS AND AFFILIATES, (i) EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY, CONDITION OR OTHER IMPLIED TERM AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND (ii) MAKE NO WARRANTY OR REPRESENTATION REGARDING THE SOFTWARE, SERVICES, ANY INFORMATION, MATERIALS, GOODS OR SERVICES OBTAINED THROUGH THE SERVICES OR THE SITES, OR THAT THE SOFTWARE OR SERVICES WILL MEET ANY OF YOUR REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. The Software and Services are not designed or licensed for use in environments requiring fail-safe controls (e.g., energy facilities, aircraft navigation/communication systems, life support or weapons systems).

  THE LAWS OF CERTAIN STATES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE DISCLAIMERS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS THAT VARY FROM STATE TO STATE OR JURISDICTION TO JURISDICTION.

• 16. Limitation of Liability

  YOU AGREE THAT NEITHER GRANDSTREAM (WHICH INCLUDES, COLLECTIVELY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIES AND LICENSORS) NOR ANY APPROVED SOURCE WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, LOSS OR CORRUPTION OF DATA, LOSS OF REVENUES, PROFITS, GOODWILL OR ANTICIPATED SALES OR SAVINGS, PROCUREMENT OF SUBSTITUTE GOODS AND/OR SERVICES, OR INTERRUPTION TO BUSINESS OR WASTED ADMINISTRATIVE TIME. THESE EXCLUSIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY, OR WHETHER RELATED TO YOUR USE OR INABILITY TO USE THE SOFTWARE OR SERVICES, OR OTHERWISE. THESE EXCLUSIONS APPLY EVEN IF GRANDSTREAM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT ALLOWED BY LAW, THE MAXIMUM LIABILITY OF GRANDSTREAM (WHICH INCLUDES, COLLECTIVELY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIES AND LICENSORS) AND ANY APPROVED SOURCE TO YOU SHALL NOT EXCEED THE GREATER OF: (I) THE FEES PAID BY YOU TO GRANDSTREAM OR ANY APPROVED SOURCE DURING THE TWELVE (12) MONTHS BEFORE THE LAST EVENT THAT GAVE RISE TO YOUR CLAIM OR (II) US$100.00. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE CLAIMS ARE CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE. THIS LIMITATION OF LIABILITY FOR SERVICES IS IN THE AGGREGATE AND NOT PER INCIDENT.THE LAWS OF CERTAIN STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS THAT VARY FROM STATE TO STATE OR JURISDICTION TO JURISDICTION.

• 17. Ownership and Proprietary Rights

  a. Grandstream Ownership. As between you and Grandstream, Grandstream owns all right, title and interest (including, but not limited to all intellectual property rights) in and to the Services, Software, associated documentation and any other Grandstream materials furnished or made available in connection with this Agreement. This ownership extends to all copies and portions of these items, and all improvements, enhancements, modifications and derivative works to these items. Therefore, your right to use the Services, Software documentation and other such materials is a limited right to use, not a transfer of ownership or title. Your rights to use the Software and associated documentation are limited to those rights expressly granted by this Agreement. You have no other rights to the Services, Software, associated documentation, or other Grandstream materials.

  b. Aggregated Statistics. Notwithstanding anything else in this Agreement or otherwise, We may monitor your and your Users’ use of the Services and use Consumer Data, Content and other data and information related to such use, in an aggregate and anonymous manner, including to compile statistical and performance information related to the Services and its users ("Aggregated Statistics"). As between Grandstream and you, all right, title and interest in the Aggregated Statistics and all intellectual property rights therein, belong to and are retained solely by us. You acknowledge that We will be compiling Aggregated Statistics and you agree that We may (a) make such Aggregated Statistics publicly available, and (b) use such information to the extent and in the manner required by applicable law or regulation and for purposes of data gathering, analysis, service enhancement and marketing, provided that such data and information does not identify you or your Confidential Information.

  c. Feedback License. You grant to Us a worldwide, exclusive, perpetual, irrevocable, royalty-free, fully paid up license (including the right to sublicense) to use or exploit any evaluations, ideas, feedback and suggestions that you provide to use you regarding the Software or Services (collectively "Feedback") as we may determine in our sole discretion. You understand and agree, however, that We are not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.

• 18. General

  a. Assignment. We may assign Our rights and delegate Our obligations in whole or in part to an affiliate, subcontractor or successor in interest without your consent. Other than the above, neither party may assign or delegate this Agreement.

  b. Order of Precedence and Integration. If any provision of this Agreement and any Order conflict, the terms of the Order shall control. This Agreement (including any documents or sites that are incorporated into the Agreement) is the entire agreement between the parties with respect to the Services and supersedes any conflicting or additional terms. Neither party shall be bound by any additional or different terms from those in this Agreement that might appear in any acknowledgements, quotations, proposals, or in any other communications between us, unless those terms are expressly agreed to by a written signed amendment to this Agreement. Any warranties or representations you relied on to enter into this Agreement are in this Agreement.

  c. Confidential Information. Each party (the "Receiving Party") hereby understands and acknowledges that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's or its suppliers' business or products (hereinafter referred to as "Confidential Information" of the Disclosing Party). Confidential Information of Grandstream shall include the Software any and all non-public information regarding features, functionality and performance of the Services. The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use (except in the provision of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the termination of this Agreement or any information that the Receiving Party can document (a) is or becomes generally available to the public; (b) was in its possession or known by it, prior to receipt from the Disclosing Party; (c) was rightfully disclosed to it without restriction by a third party; or (d) was independently developed without use of any Confidential Information of the Disclosing Party. Nothing in this Agreement shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party shall (x) assert the confidential nature of the Confidential Information to the agency; (y) immediately notify the Disclosing Party in writing of the agency’s order or request to disclose; and (z) cooperate fully with the Disclosing Party in protecting against any such disclosure and in obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality. You agree that any unauthorized disclosure of Grandstream’s Confidential Information may cause immediate and irreparable injury to Grandstream and that, in the event of such breach, the Grandstream will be entitled, in addition to any other available remedies, to seek immediate injunctive and other equitable relief, without bond and without the necessity of showing actual monetary damages.

  d. Updates to this Agreement. We may update the terms of this Agreement from time to time. If We do, We will post the updated terms and will otherwise notify you. If you enter into a Renewal Term, or purchase additional Services, after the updated Agreement has been posted and you have been notified, unless your existing Agreement with Us expressly prohibits updating the Agreement by this mechanism, the updated terms will apply to the your use of the Services beginning on the start date of the Renewal Term.

  e. Force Majeure. Grandstream shall not be responsible for failure of performance due to causes beyond its reasonable control. Such causes include (without limitation) accidents, severe weather events, acts of God, labor disputes, actions of any government agency, epidemic, pandemic, shortage of materials, acts of terrorism, or the stability or availability of the Internet or connectivity outside of the control of a party.

  f. Waiver. Failure to enforce any right under this Agreement will not waive that right.

  g. Severability. If any particular term of this Agreement is not enforceable, that term will be enforced to the maximum extent permitted by law and the remainder of the Terms will remain in full force.

  h. Legal Compliance. You will comply with all applicable laws and regulations related to your receipt and use of the Software and Services. These laws include (without limitation): (a) data privacy and information security laws and regulations, (b) laws relating to the recording of communications, (c) laws relating to the use of VoIP-based services, and (d) anti-corruption laws. It is your sole responsibility to ensure you have the right to use all features of the Software and Services in your jurisdiction. The Software and Services may not be available in all countries and/or in any particular location. We may modify or discontinue Software and Services features to comply with applicable laws and regulations.

  i. Export Compliance. The Services and Software are subject to local and extraterritorial export control laws and regulations. You shall comply with such laws and regulations governing use, export, re-export, and transfer of Services and Software and will obtain all required local and extraterritorial authorizations, permits or licenses. You and your Users will not transfer or use the Software or Services from any country as to which the United States maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Services and/or Software, you represent and warrant that it is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. The Services and Software may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000. You agree to comply strictly with all applicable export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. s. The obligations under this Section shall survive the expiration or termination of this Agreement.

  j. U.S. Government End User Purchasers. The Software and associated documentation are "commercial items," as defined at Federal Acquisition Regulation ("FAR") (48 C.F.R.) 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in FAR 12.212. Consistent with FAR 12.211 (Technical Data) and FAR 12.212 (Computer Software) and Defense Federal Acquisition Regulation Supplement ("DFAR") 227.7202-1 through 227.7202-4, and notwithstanding any other FAR or other contractual clause to the contrary in any agreement into which this Agreement may be incorporated, Government end users will acquire the Software and associated documentation with only those rights set forth in this Agreement. If greater rights are needed, a mutually acceptable written addendum specifically conveying such rights must be included in this Agreement.

  k. Governing Law and Jurisdiction. This Agreement and the rights and obligations of the parties to and under this agreement shall be governed by and construed under the laws of the United States and the Commonwealth of Massachusetts (excluding any conflict of laws provision), and the specific courts that have exclusive jurisdiction over any claim arising under this Agreement based on the service delivery address in the Order are the courts of the Commonwealth of Massachusetts. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. The parties further agree to waive and opt-out of any application of the Uniform Computer Information Transactions Act (UCITA), or any version thereof, adopted by any state of the United States in any form. In addition, there are no third party beneficiaries to this Agreement.

  l. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, and fiduciary or employment relationship between the parties.

  m. Third Party Products. Sometimes when you use the Services, You may also use a service or purchase goods which are provided by another person or company. Your use of these other services or goods may be subject to separate terms between you and the company or person concerned, and you agree that We shall have no liability or obligation relating to those services or goods.

  n. Notices. We may provide you with notice via email, regular mail and/or postings on Our website. Notices to Us should be sent to Grandstream Networks, Inc., 126 Brookline Ave, 3rd Flr, Boston, MA 02215, unless this Agreement or Order specifically allow other means of notice.

• Grandstream Acceptable Use Policy

  1. Use of the Software and Services is subject to this Acceptable Use Policy ("Policy").

  2. This Policy applies to anyone who uses the Software and Services, including without limitation the legal entity or individual doing business with Grandstream ("Customer"), and any third party permitted by the Customer to use or access the Services ("End Users"). Customers are required to inform End Users of this Policy. Customers and End Users are referred to in this Policy as "You."

  3. Grandstream reserves the right to amend or modify this Policy. We may deliver notice of such updated requirements to you via e-mail or through the Services. By using or accessing the Services after notice of such changes, You are agreeing to the revised Policy.

  4. You understand and agree that the voice and video offerings provided may not be utilized for communications with traditional, public telecommunications networks, including but not limited to emergency services. You further understand and agree that you will make all necessary third-party arrangements necessary to provide to your users all telecommunications access required by applicable law and regulation.
  
  

  5. You agree not to use, or encourage, promote, facilitate or instruct others to use the Software or Services to:

  o   Commit or encourage fraudulent or other illegal activities in violation of any applicable law, regulation, legal agreement or Grandstream's published policies

  o   Infringe or misappropriate any copyright, trademark or other intellectual property, proprietary right, license right, or legal content protections

  o   Use, store, share, host, copy, distribute, display, publish, transmit or send content that is or may be deemed offensive, inflammatory, hateful, defamatory, discriminatory, obscene, abusive, invasive of privacy, harmful to others, or otherwise objectionable

  o   Access or probe any network, computer or communications system, software application, or network or computing device systems ("Systems") without authorization, including but not limited to breaches, vulnerability scans or penetration testing

  o   Attack, abuse, interfere with, surreptitiously intercept, or disrupt any users, Systems or services, including but not limited to Denial of Service (DoS), unauthorized monitoring or crawling, distribution of malware (including but not limited to viruses, Trojan horses, worms, time bombs, spyware, adware, or cancel bots)

  o   Distribute unwanted, unsolicited or harassing mass e-mail or other messages, promotions, advertising, or solicitations ("Spam")

  o   Alter, forge or obscure mail headers or assume a sender’s identity without the sender's express permission, nor collect replies to messages sent from another internet service provider if those messages violate this Policy or the acceptable use policy of that provider

  o   Disable, interfere with, abuse, disrupt, intercept, circumvent or otherwise violate the security of the Services

  6. Grandstream has the right, but does not assume the obligation, to monitor and investigate violations of this Policy. Failure to comply with or breach of this Policy constitutes a material breach of the Agreement and the terms and conditions upon which You are permitted to use the Software and Services, and at any time may result in Grandstream taking any and all actions in its sole discretion and with immediate effect (in its reasonable discretion), up to and including:

  o   warnings;

  o   suspending or terminating access to the Services;

  o   removing or prohibiting access to content that violates this Policy;

  o   legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;

  o   further legal action against You; and/or

  o   disclosure of such information to law enforcement authorities as Grandstream reasonably feels is necessary or appropriate.

       Grandstream excludes and disclaims all liability for actions taken in response to breaches of this Policy. The responses described in this Policy are not limited, and Grandstream may take any other action it reasonably deems appropriate.