Unify Circuit Terms & Conditions
For customers obtaining access to Circuit via Connect In Cloud Ltd.
Circuit is Produced by Unify and Provided to you by Connect In Cloud Ltd, an Authorised Reseller of
Unify. These TOS are part of the terms and conditions of your Agreement with Connect In Cloud Ltd. There is no contractual
relationship between you and Unify.
1. Welcome to Circuit!
1.1 “Circuit” is Unify’s cloud-based team collaboration and communication product. Circuit helps people to communicate and collaborate with others in their work environment in real time and through multiple channels, including email, chat, telephone and by sharing documents. It is provided as a Software-as-a-Service (SaaS) application and is constantly improved and further developed.
1.2 Please read the Agreement carefully. It is the base of the legal relationship between your business or organization and
1.3 We address you and your business or organization collectively as “you”, and Unify may also be referred to as “we”. This, and other capitalized terms used in the
3. Support for Circuit
When you sign up for Circuit, Unify will provide you with access to a variety of support services for Circuit, including FAQs, videos and other technical support literature, support and communication forums such as the Circuit Support Forum and other product- and service-related information. The exact scope of the support services available to you may vary by the applicable Service Package/Circuit Support Plan and is described in detail in Annex – Product and Service Description (PSD).
5. Signing up for Circuit
5.1 To sign up for Circuit, you must complete a registration process and provide us with current, complete and accurate information, as prompted by the registration form. You must also accept the terms of the Agreement. If you act for a business or organization, depending upon the legal jurisdiction in which your business or organization operates, you may also need to conclude the Data Processing Agreement (DPA).
5.2 If you want to subscribe to the paid-for version of Circuit, or if you want to change your trial version into a paid-for version, you will also have to provide payment information, e.g. a credit card number, a VAT number and, if applicable, a separate billing address.
5.3 The information you provide must be current, true and complete and you must communicate any change to Unify without delay. Any delays or late payment caused by your failure to update the billing information shall be your responsibility, as well as any costs caused thereby.
5.4 The registration for Circuit, whether or not it is for a Free or paid-for Service Package, and including those registrations made through Unify’s Partners, will result in a binding proposal from your business or organization to Unify to enter into the Agreement. Unify will inform you if your proposal is accepted via direct email or through your Unify Partner. Unify is free to accept or deny any such proposal at Uni-fy’s sole discretion. If it is accepted, the Agreement becomes effective, and if it is rejected, there is no Agreement and neither you nor Unify have any liability against the other party.
5.5 Once Unify has accepted your proposal, you and the other Circuit Users you create through the Circuit administration console will be given a username and password via email, which, upon initial access, must be changed to a password known only to such Circuit User. You must ensure that your pass-word(s) do not become known to unauthorized third parties. In the event you reasonably suspect that your password(s) have been compromised, you must notify Unify without delay. You are liable for all damages due to your fault to maintain the confidentiality of the passwords.
5.6 The first Circuit User that is created for your business or organization during the signup process will hold the role of the Circuit Tenancy Administrator. That first Circuit User will also hold the role of Customer Contact. The password for that account should be handled with special care.
5.7 All notices between the Parties shall be at least in text form, unless the written form is specifically required in the Agreement. In the day-to-day business, all communications may be delivered electronically with effect for and against the Parties, e.g. via email or in some cases by means of notices in the app or on the login page, e.g. notices which are of general interest to all Circuit Users such as the announcement of new features or planned maintenance windows. Electronic communication, which recognizably originates from a Party, will be attributed to that Party.
7. Right to Use Circuit User Data, Handling of Circuit User Data
7.1 By signing up for Circuit and submitting Circuit User Data to Circuit, you agree that Unify and Unify’s affiliates, contractors, resellers and partners shall have, for the term of the Agreement, the worldwide, royalty-free, sub-licensable, right and license to use, modify, process, reproduce and distribute the Circuit User Data, solely for the purpose of providing Circuit to you and the Circuit Users you appoint. This right and license also include the right to publicly perform or publicly display the Circuit User Data, where such facilities are provided within or through Circuit and if affected by you. Unify’s contractual obligations to maintain the confidentiality of the Circuit User Data or Unify’s data privacy obligations shall not be limited thereby.
7.2 You and your organization must have all the rights, licenses, and permissions required from third parties to use the Circuit User Data and to reproduce, publish, and display Circuit User Data within and outside of Circuit.
You acknowledge that Unify can treat all Circuit User Data submitted by you or one of your Circuit Us-ers to Circuit as if it is owned by you. Unify is only acting as a passive conduit for your Circuit User Data. Unify does not claim any ownership rights in your Circuit User Data. Unify will not review, share, distribute, or reference your Circuit User Data except as provided herein or in the Acceptable Use Policy (AUP) for Circuit, or as this may be required by Applicable Laws.
7.3 If you object to any third party Circuit User Data, Unify will attempt to resolve that as per the procedure described in the Acceptable Use Policy (AUP). In the event Unify finds such third party Circuit User Data to be permissible under the AUP, your sole remedy is to cease using Circuit. However, this does not constitute a right to prematurely terminate the Agreement.
7.4 If you believe that Unify or any of Unify’s affiliates or any of your or a third party Circuit User (including Guest Users) violated a copyright, please first notify Unify of the potential copyright infringement or other intellectual property rights issue before taking legal action. The violation-resolution procedure described in the Acceptable Use Policy (AUP) shall be applied accordingly.
7.5 You understand that publishing Circuit User Data on Circuit is not a substitute for registering it with a copyright office or any other intellectual property rights organization such as, for instance and where applicable, the U.S. Copyright Office.
9. Data privacy
9.1 By using Circuit, you and each of your Circuit Users will upload, create or receive Circuit User Data containing personally identifiable information protected under Applicable Laws (“Personal Data”). Unify as the operator of Circuit is very serious about the safety and security of such Personal Data.
9.2 Unify will provide Circuit through personnel who are bound to data secrecy as defined by Applicable Law.
9.3 With regard to the Personal Data stored or otherwise processed by Unify, Unify will observe your directions and shall take the necessary technical and organizational measures to protect the Personal Data from disclosure or misuse. This shall also apply to Personal Data that Unify retains after the
9.4 Unify will process Personal Data obtained from you only for the purposes of providing Circuit and shall delete such Personal Data from Unify’s systems if it is no longer needed for that purpose, subject to any data retention obligations required by Applicable Laws.
9.5 Unify may use subcontractors to provide Circuit. To the extent Unify uses subcontractors, we will
9.6 Unify has no control
9.7 More details on Unify’s data protection measures can be found in the Data Privacy Statement (DPS) which must be presented to each single Circuit User at their first login and can be accessed from with-in Circuit at any time.
9.8 Where required by applicable law, if you represent an organization that signs up several Circuit Users for Circuit (Customer), you acknowledge and accept that primarily the Data Processing Agreement (DPA) shall determine your data privacy relationship with Unify. Thereunder, Unify will act as the data processor and you will be the data controller. The DPA, where applicable, takes precedence over the DPS.
You hereby also agree that the terms of the DPA, where applicable, and the DPS shall apply to each of your organization’s Circuit
11. Local availability may be limited
Please contact Unify or your Unify Partner, for the latest list of countries in which Circuit is available, and to learn about any functional variations applicable
13.1 Each Party shall use all Confidential Information exclusively for the performance of the Agreement, keep all Confidential Information confidential with the same degree of care as it uses with respect to its own confidential information and in any case at least with the care of a prudent business person; and shall not make any Confidential Information available to third parties. Affiliates, subcontractors, as well as employees of a Party, their related companies and their subcontractors, shall not be regarded as third parties, provided that they “need-to-know” the Confidential Information in order for a Party to perform its obligations under the Agreement.
Each Party shall provide that all recipients of any Confidential Information are bound by non-disclosure obligations that are equivalent to this Agreement. Each Party shall be responsible for the compliance of any recipients of Confidential Information with the obligations set forth in this Agreement.
13.2 The above obligations shall not apply to Confidential Information to the extent (a) it was, or has become after disclosure by a Party, lawfully known to the receiving Party without any duty of confidentiality, provided that, to the receiving Party’s knowledge, the third person providing such Confidential Information to the receiving Party did not violate any duty of confidentiality; (b) is, or has become after disclosure by a Party, publicly known, provided that the receiving Party is not responsible for such Confidential Information becoming publicly known and further provided that any Confidential Information shall not be deemed publicly known because a portion thereof is or becomes publicly known; (c) is independently developed or acquired by the receiving Party; (d) has been released by the disclosing Party in writing; or (e) the receiving Party is obliged to disclose under Applicable Laws, provided that, if not forbidden by such Applicable Laws, the other Party was informed of such requirement without delay so that such Party may seek a protective order or other appropriate remedy. If such protective order or other remedy cannot be obtained, or if such Party waives in writing the other Party’s obligation to comply with the terms of this section 13, such other Party shall only furnish that portion of the information which it is advised to by written opinion of counsel and which is legally required. Such Party will also take all reasonable actions to ensure that such Confidential Information it was compelled to disclose will be treated confidentially.
The Party invoking an exception has to prove that the prerequisites for such exception are met.
13.3 All obligations regarding the Confidential Information in this Section shall survive the termination of the Agreement for any reason for a period of three (3) years. This time period shall begin with the end of the calendar year in which the Agreement was terminated. In the event Applicable Laws require that a Party must retain Confidential Information for a longer period of time, e.g. for taxation or audit purpos-es, it may only do so for the sole purpose of complying with such Applicable Laws and the confidential-ity obligations stipulated in this Agreement shall continue to apply with respect to such Confidential in-formation until it is destroyed in the Party’s ordinary course of business.
13.4 Each Party shall be entitled to request at all times the return or destruction of any Confidential Information as well as any copies thereof. The receiving Party undertakes to return, or confirm the destruction of, any Confidential Information within a time period of four (4) weeks from the receipt of such a request.
This shall not apply to (a) routinely made backup copies of electronically stored data; (b) to the extent that the receiving Party is obliged under Applicable Laws to keep the Confidential Information or copies thereof and (c) to the extent that the receiving Party needs the Confidential Information in order to prove the due performance of its contractual obligation or to enforce its rights.
15.1 Unify will provide Circuit in a professional manner, but we do not warrant that your use of Circuit will always be uninterrupted or error-free. The quality and manner of the provision of Circuit is described in more detail in Annex – Product and Service Description (PSD) and Annex – Service Level Agreement (SLA).
For trial uses and FREE service packages, see section 23.
15.2 If there is a Defect in Circuit, Unify will remedy such Defect at its own cost and expense, provided that you notify Unify of such Defect at least in text form without undue delay and in any case not later than five (5) Business Days from your knowledge of the Defect.
15.3 You will render reasonable assistance free of charge, in particular by a prompt implementation of any workaround solution or the sending of logs. You bear the reasonable costs of an improper assertion of a Defect, in particular, if it turns out that Circuit is actually not defective or if Unify is not responsible for the Defect, provided you could have avoided the improper assertion by applying reasonable care when examining the Defect.
15.4 Unify will decide, at its sole discretion, how and when the Defect will be fixed and whether a workaround will be provided or a correction release of Circuit or the affected component will be made available.
15.5 With respect to Defects that are within Unify’s area of responsibility, your sole remedy is to claim a Service Level Credit to the extent set forth in Annex – Service Level Agreement (SLA), for eligible subscription plans. If the Defect is not remedied and materially impairs your use of Circuit in accordance with the Agreement on an ongoing basis, you may terminate the Agreement without regard to the minimum term requirement. In this case, prepaid Fees (if any) shall be refunded to you on a pro-rata basis i.e. from the time your termination becomes effective.
15.6 Unify shall be exempt from its obligations set forth in this Agreement and may be entitled to an extension of time and a claim for additional costs, if and to the extent Unify is prevented from performing such obligations or is delayed in the performance of such obligations, due to non-fulfillment of your obligations under this Agreement, or in a case of Force Majeure.
15.7 Nothing in this Agreement shall be construed as a guarantee or warranty unless otherwise expressly provided for herein with the words “guarantee” or “warranty
15.8 The provisions of this section 15 are exhaustive with respect to claims based on Defects. Circuit is otherwise provided “as is” and as available. SAFE AS EXPLICITLY DESCRIBED IN THE AGREEMENT, UNIFY MAKES NO WARRANTIES, EITHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES FOR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. ALL OTHER RIGHTS AND REMEDIES SHALL BE EXCLUDED. Notwithstanding the above, Unify’s statutory liability for intent, bodily damage, fraudulent behaviour, misrepresentation or under applicable product liability law shall not be affected hereby. This also applies to any other liability which cannot, by Applicable Law, be excluded by means of terms and conditions.
17.1 Subject to the provisions of this section 17, Unify’s liability whether by way of indemnity or otherwise for each event or connected series of events arising out of or in connection with the Agreement shall be limited to the lesser of (i) 25% of the Agreement Value or (ii) one hundred thousand euros (EUR 100.000). Unify’s aggregate liability under the Agreement shall be limited to an amount equal to 50% of the Agreement Value.
17.2 Unify is not liable for loss of profit indirect damages,, consequential damages, including loss of business, loss of contracts, interruption of business, expenditures incurred and frustrated expenses, loss or corruption of Circuit User Data, or, without limitation to section 16, claims raised by a third party against you, except as stated below.
Where the Agreement is governed by federal or state law in the United States, the exclusion of liability set forth in the paragraph above will apply regardless of the form of action, whether in contract, tort, strict product liability, or otherwise, even if Unify is advised in advance of the possibility of the damages in question and even if such damages were foreseeable; and even if your remedies fail of their essential purpose.
17.3 In the event of loss or corruption of Circuit User Data, Unify’s sole obligation is limited to the time and cost of restoring the data from the regular, general backups of the Circuit platform that Unify makes as part of Unify’s normal operations. It is otherwise your obligation to ensure that important Circuit User Data is not stored on Circuit
17.4 Nothing in the Agreement shall be construed to limit either Party’s liability for fraud or fraudulent
17.5 Unless specified otherwise in your applicable service package, your claims to service level credits as per Annex – Service Level Agreement (SLA) shall become
19. Changes to Circuit and the Agreement
19.1 Unify may, at any time and at its sole discretion, further develop and expand Circuit and may replace or update or extend certain functionalities of Circuit by functionally equivalent functions. Unify may select and/or modify at its sole discretion the equipment, hardware, software including utilities and tools, telecommunications equipment and terminals, IT systems and other items including the associated documentation (e.g. operating instructions, application guides and specifications) and the configuration used to provide Circuit to you, provided that this does not materially impair the provision of Circuit to you. Where feasible, Unify will announce possible changes in Circuit that affect the system requirements, adequately in advance.
19.2 Unify may at any time change the terms of this Agreement and the other terms and conditions referenced by it, or add or remove functionality or implement other changes that require changes on your side, such as a change of your browser, microphone settings or the exporting of data. In this case, Unify will provide you with thirty (30) days notice by sending an email to the Customer Contact, and, at Unify’sdiscretion, also in other suitable forms. If you do nothing and continue to use Circuit after the change becomes effective, you are deemed to have accepted the changed terms.
If you do not want to accept the changed terms, you may terminate your subscription to Circuit with
If Unify has to implement a change because there is a requirement under Applicable Laws which
19.3 With respect to adjustments of the Fees, Annex Payment and Pricing Terms (PPT) applies.
You understand that Unify may, at its sole discretion, use subcontractors and third-party suppliers for the performance of any of Unify’s obligations under the Agreement. Unify’s obligations under section 9 shall not be limited thereby.
23. Special Provisions for FREE subscriptions and trials
23.1 The terms of this section apply to FREE service package and trial subscriptions only and, take precedence over any other term of the Agreement with respect to Free service package or Trial subscriptions only. Please read carefully, as this kind of access to Circuit is subject to certain limitations not applicable to a paid-for subscription.
23.2 Under a subscription to the FREE service package for Circuit, Unify provide Circuit to you without charge. The FREE service package is subject to certain technical and functional limitations, as described in Annex – Product and Service Description (PSD). You are under no obligation to purchase a paid-for subscription, and Unify is under no obligation to offer you a paid-for subscription.
23.3 You may upgrade from a FREE service package subscription to a paid-for subscription at any time. If so, you will have to choose which of your Circuit Users shall be upgraded to the paid-for subscription. Those of your Circuit Users that are not upgraded, and all of their Circuit User Data, will then be deleted.
23.4 Unify does not charge you for the FREE service package subscription, and in turn, you will not charge Unify for anything you do with, or submit to, Circuit, including Feedback. You will bear any and all costs of your FREE service package subscription. You bear the risk of, and the cost of, any loss of data, loss of revenue, time and effort caused by your use of a Free service package subscription.
23.5 There is no specific time limit to the FREE service package subscription, and Unify does not warrant that subscriptions to the FREE service package will always be available. Unify may discontinue to allow, or terminate, FREE service package subscriptions, or alter the technical or functional limitations at any time, giving at least four (4) weeks advance notice. You should not use a Free Service Package subscription or trial subscription (as further described in Section 23.8 below) with any data that you cannot afford to lose or with data of which you do not have a separate backup physically stored outside of Circuit unless you intend to purchase a subscription later. Keep this in mind when entering or creating or receiving data into Circuit under a FREE service package or a trial subscription.
23.6 Circuit is provided “as is” under the FREE or a trial subscriptions i.e. Unify will use reasonable efforts to provide Circuit to you, but Unify’s service level commitments as per Annex – Service Level Agreement (SLA) does not apply. You understand that Circuit may not be available at all times and that no SLA credits are available to you under these subscriptions. You accept that the availability of Circuit may even be less than the lowest commitment Unify gives to its paid-for subscribers.
You understand and accept that you assume all risks of use, quality, and performance with respect to the FREE or trial use. Unify disclaims any and all warranties with respect to Circuit and the related Documentation, whether express or implied, including specifically implied warranties of merchantability and fitness for a particular purpose. Unify disclaims any liability for any problems in or caused by your trial use of Circuit, whether direct, indirect, special, or consequential, including loss of profits.
23.7 Unify’s liability for the injury of life, body or health, for intent or in the case of mandatory statutory liability-it shall remain as per the Applicable Law. Any other claims for damages based on whatever legal reason, in particular, loss of profit, data and/or information, consequential harm caused by a Defect, including infringement of duties arising in connection with the contract or tort, shall be excluded.
Nothing in this section 23 intends to limit Unify’s mandatory statutory liability for intent, bodily damage, fraudulent behaviour, misrepresentation or under applicable product liability law. This also applies to any other liability which cannot, by Applicable Law, be excluded.
23.8 A trial subscription must be individually arranged with Unify or your Unify Partner. In addition to the provisions applicable to Free subscriptions above, the following applies to any Free subscription that has been upgraded to a trial subscription:
– You must have a FREE subscription which will then, for the term of the trial, be upgraded to have the advanced functionalities that are usually only available in the paid-for service packages.
– Unify does not charge you for the trial, but you understand that the service levels and SLA credits stipulated in Annex – Service Level Agreement (SLA) do not apply.
– Once your trial period nears its end, Unify or your Unify Partner may ask you if you would like to purchase a subscription.
– In the event you elect to upgrade to a paid-for service package, all of your existing Circuit Users and their Circuit User Data will be migrated and available under the new subscription plan. In the event, you do not want to purchase a subscription, upon expiry of the trial term you and your Circuit Users will be downgraded again to the reduced set of functionalities available in the FREE service package subscription.
– Unify may elect to cease offering new trials at any time.
2. Provision of Circuit
2.1 Unify will make Circuit available to you from the Effective Date on. The scope of Circuit’s functionalities is described in Annex – Product and Service Description (PSD). Annex – Service Level Agreement (SLA) describes the service levels that apply to Circuit.
2.2 Circuit is a SaaS application, and as such, Unify may improve and expand Circuit at any time. Unify may replace or update or extend certain functionalities of Circuit by equivalent functions. Unify may select and/or modify at its sole discretion the equipment, hardware and software, including utilities and tools, telecommunications equipment and terminals, IT systems and other items that we use to provide Circuit to you, provided that such changes do not materially impair the provision of Circuit to you. In the event Unify implements changes that materially affect you or your use of Circuit or the terms under which Unify provides Circuit, Unify will follow the procedure outlined in Sec. 19.
2.3 You acknowledge that Circuit is not a replacement for your primary telephone or internet service. You do not rely on Circuit as your sole means of telecommunication. The services of a telecommunications provider for the public are not part of the Agreement.
You also acknowledge that Circuit is not intended to support or carry emergency calls such as calls to hospitals, police, fire departments or other kind of services that connect a user to emergency services answering point. It is your responsibility to provide for fixed (landline) telephone services or wireless (mobile) telephone services that offer access to such emergency services. Circuit does not support the special features required by emergency services, such as the provision of information about the location of the caller to the emergency service. Please note that this also applies if, technically, you could actually connect from Circuit to an emergency service. In this case, you will need to provide details of your physical location to enable the emergency services to respond to you.
2.4 When using Circuit, you must at all times comply with all Applicable Laws, including, but not limited to: (a) with respect to Personal Data, all applicable privacy laws and regulations and (b) laws or regulations relating to the recording of communications, including, when required, advising all participants in a recorded Circuit audio or video conversation or meeting that it is being recorded and that Circuit User Data and Personal Data may be transferred outside the European Economic Area and the US. It is your responsibility to ensure that you have the right to use Circuit where you are located, as well as where your meeting invitees are located.
4. Eligibility to sign up for Circuit
4.1 Unify offers Circuit only to businesses and organizations i.e. all natural or legal persons or partnerships with legal personality who or which act in exercise of his, her or its trade, business or profession. We do not offer Circuit to other persons, in particular to consumers. In any case, a person less than 18 years old or who is considered a minor in its state or country of residence, cannot register for Circuit or be signed up by you as a Circuit User.
4.2 Without limitation to the statutory rules on businesses by appearance, if Unify reasonably believes that you or a specific Circuit User do not meet the above stated requirements, Unify may, without liability and at its sole discretion, block or delete that Circuit User Account(s) and their Circuit User Data and/or any portion, aspect or feature of Circuit. Depending on the case, Unify may elect to terminate the entire Agreement for cause with immediate effect.
6. Feedback about Circuit
Unify is very interested to hear about your comments, criticisms and suggestions for changes with respect to the design, the functionality and the performance of Circuit.
To the extent you provide Unify with such information and data about the tests you have done, the test results, and other material such as screenshots, recordings, concepts, etc. (collectively, “Feedback”), you agree that Unify owns all Feedback that you submit to Unify. You hereby assign and grant Unify all rights, title and interest in the Feedback and all Intellectual Property Rights herein, including the right to use, share, and commercialize the Feedback in any way and for any purpose. If requested by Unify, you or the competent person(s) within your organization will execute such further instruments as Unify may reasonably request confirming Unify’s unlimited ownership interest in such Feedback.
You will not give any Feedback that is subject to a license that requires Unify to grant any rights (e.g.,Freeware and Open Source License) or make any payments to third parties because the Feed-back was incorporated into Circuit or the Documentation or any other of Unify’s products, software, or services or other items. These rights survive the term of this Agreement.
For the avoidance of doubt, with the exception of the Feedback you provide to Unify, Unify does not claim ownership of any of the User Content you submit to Circuit (see also below). You should carefully review your Feedback and possibly clean it of any User Content that you do not want Unify to own.
8. Liability for Circuit User Data
8.1 You are entirely responsible for any and all activities that occur under your Circuit Accounts and with your Circuit User Data. With your subscription to Circuit you acknowledge and consent, and you will make all of your Circuit Users including Guest Users acknowledge and consent, that all Circuit User Data is in your sole responsibility.
Circuit User Data may be accessible by the Circuit Tenancy Administrator. If a Circuit User is deleted, the Circuit User Data of that Circuit User may still be accessed by other Circuit Users who shared a Conversation with that Circuit User.
For technical reasons, inside the Circuit support Forum accounts of Circuit Users who posted content to the Circuit Support Forum will be disabled, not deleted. See the Support Forum Rules (SFR) for details.
8.2 You will indemnify, defend and hold harmless Unify from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys’ fees) arising from a violation of sections 7 to 8 that is attributable to you.
10.1 Unify has implemented commercially reasonable technical and organizational measures designed to secure your Personal Data and Circuit User Data from accidental loss and from unauthorized access, use, alteration or disclosure. If you have entered into the DPA/DPS, you can find details about such measures in it.
10.2 While Unify does warrant that it will uphold the contractually agreed technical and organizational measures, Unify
10.3 You are entirely responsible for maintaining the confidentiality of all of your access credentials to your Circuit accounts, such as passwords and in particular with respect to the Circuit Tenancy
10.4 You must know the identity of any Circuit User you sign up or invite, including Guest Users. You may not permit parties that are unknown to you, or who have not identified themselves to you, to use
10.5 You agree to notify Unify immediately of any unauthorized use of your Circuit Accounts or any other breach of security that you know of or reasonably suspect. Unify will not be liable for any loss that you may incur as a result of someone else using your passwords or circuit Accounts, either with or without your knowledge, unless it was Unify’s fault that the passwords were disclosed. You acknowledge and agree that in such event you could
12. License, Copyright and Ownership of Circuit
12.1 Subject to the terms of this Agreement, Unify grants you, effective upon Unify confirming its
12.2 Save for this right to access and use Circuit, all title to and all Intellectual Property Rights in Circuit, including but not limited to all modifications thereto, be they based on Feedback or not, shall remain the exclusive property of Unify and shall not be used in any way other than as described in this Agreement or the Documentation. You acknowledge that, as between Unify and you, Circuit and all
12.3 You do not have any rights to disclose, sublicense, or otherwise transfer access to Circuit or any soft-ware that may be made available to you for download as part of your subscription to Circuit, or the
14. Downloadable Software
14.1 In order to use some features of Circuit, or to use Circuit on some devices, you may have to download and install software, e.g. an app for a smartphone or tablet device, or a plugin. Such software is
14.2 The EULA and any separate licensing terms will be shown during the installation process or are
14.3 The software shall only be delivered and licensed in object code form i.e. executable, machine-readable form. There is no claim to
14.4 You may copy such downloadable software for backup or archival purposes, or as part of using
16. Intellectual Property Rights Indemnification
16.1 Unify will indemnify you against liability resulting from (a) a final judgment in proceedings brought by a third party against you that determines that Circuit infringes such third party’s Intellectual Property Rights, or (b) a written settlement reached between you and the third party with respect to an asserted infringement of such third party’s Intellectual Property Rights, provided that Unify gave its prior written consent to the settlement, including reasonable
16.2 Unify may also, at Unify’s sole discretion and cost, procure from such third party the Intellectual
16.3 You will not acknowledge any infringement alleged by a third party. In the
16.4 Unify’s obligation to indemnify you is subject to you (a) notifying Unify in writing as soon as reasonably possible of any suspected or alleged infringement, (b) not making any admission which is or may be prejudicial to Unify without Unify’s prior written consent; (c) giving Unify the right to defend against the allegation, including the negotiation of a settlement prior ; (d) providing Unify with reasonable
16.5 Unify’s obligation to indemnify you shall be excluded to the extent that the alleged infringement is at-tributable to you and in particular if it is due to (a) misuse or any use of Circuit in a manner not author-ized by or contrary to Unify’s instructions or for a purpose not reasonably contemplated by Unify; (b) the use of any component of Circuit in combination with any hardware equipment, system environment or third-party applications not specifically approved by Unify or foreseen in the Documentation; (c) with respect to downloadable software and without limitation to your rights under Open Source Licenses, a modification thereof that was done without theprior written consent of Unify; (d) use of Circuit outside the scope of the rights of use granted to you under the Agreement; (e) with respect to downloadable software, your failure to use corrections provided or recommended by Unify, including generally avail-able corrections and security fixes for the underlying hardware equipment, third party software or sys-tem environment; (f) any claims relating to a Standard; or (g) in any event where Unify followed a de-sign or instruction furnished or given by you.
16.6 You shall defend and indemnify Unify against any losses, costs, expenses, demands or liabilities
16.7 The provisions of this section 16 are exhaustive with respect to claims related to an alleged or actual infringement of third-party Intellectual Property
18. Term and Termination
18.1 If you submit your registration for the Circuit subscription via the Circuit Portal, the Agreement
18.2 The minimum term of a paid-for subscription is twelve (12) months from the Effective Date. Thereafter, the term shall renew automatically for consecutive twelve (12) month periods until the Agreement is terminated with a notice period of three (3) months to the end of the minimum term or any extension term. A different minimum term may apply, depending on special offers.
18.3 Nothing in this Agreement shall be construed to limit the right of a Party to terminate for good cause in accordance with Applicable Laws.
18.4 Without limitation to Unify’s rights to terminate stipulated elsewhere in this Agreement, Unify may
– you fail to make a due payment within thirty (30) days of the receipt of a written reminder ;
– you stop your payments due to a petition for the commencement of insolvency proceedings being filed against your assets, or if insolvency proceedings are opened against your assets, or if the opening of insolvency proceedings is rejected due to a lack of assets;
– if Unify is forced to do so in order to comply with Applicable Laws
– if Unify is ordered to do so by a competent court or authority or
– if you are otherwise in material breach of your obligations under the Agreement and fail to remedy the breach without undue delay but no later than thirty (30) days after receipt of a written reminder, unless a reminder is not necessary by law.
The second bullet shall not apply if your organization is a company incorporated under German law.
18.5 Unify may, without liability to you, suspend each and any Circuit User who does not comply with the terms of this Agreement, the Acceptable Use Policy (AUP) or the Support Forum Rules (SFR) for Circuit, provided the dispute resolution procedure was not successful. Unify may also suspend or
Unify may, upon such
18.6 Upon receipt of the termination notice, Unify will provide a facility from which you can download your Circuit User’s Circuit User Content prior to the expiry of the
Upon the termination
In the event Unify terminated the Agreement for good cause attributable to you, Unify may make
18.7 Notwithstanding any minimum term commitment, Unify may terminate the Agreement at any time with effect to the end of a calendar month, giving at least one (1) year advance notice, if Unify declares
The Fees and payment terms for Circuit are described in Annex Payment and Pricing Terms (PPT).
22. Export Control Regulations
22.1 Any of Unify’s obligations under the Agreement are subject to the proviso that
22.2 For the purpose of this section 22, the term “Goods” refers to hardware and/or software and/or
If you transfer Goods delivered by Unify, or works or services (including all kinds of technical support) performed by Unify, to a third party, or if you re-export such Goods, works or services, you must
22.3 Prior to any transfer or export/re-export of Goods, works or services, you must in particular check and ensure by taking appropriate and verified contractual, technical and organizational measures that
– there will be no infringement of an embargo imposed by the Federal Republic of Germany and/or the European Union and/or the United States of America and/ or the United Nations by such
– such Goods, works and services are not intended for use in connection with armaments, nuclear technology or weapons, if and to the
– you are at all times in compliance with the regulations of all applicable “Sanctioned Party Lists” or “Denied Persons Lists” or similar lists of the Federal Republic of Germany, the European Union and the United States of America concerning the trading with entities, persons and organizations listed therein.
22.4 If so required to enable a competent export control or customs authority or Unify to conduct export control or customs checks, you will, upon Unify’s or such authority’ request, promptly provide Unify and the authority with all relevant information pertaining to the particular end-user or end-customer (e.g. the Circuit Users), the particular destination and the particular intended use of the Goods, works and services provided by Unify, as well as any export control restrictions required by Applicable Export Control Laws.
22.5 You will indemnify and hold harmless Unify from and against any claim, proceeding, action, fine, loss, cost and damages arising out of or relating to any non-compliance of Customer with this section 22 and any breach of Applicable Export Control Laws, and you will compensate Unify for all losses and expenses resulting thereof.
24. General Provisions
24.1 Proprietary Rights
As to the trademarks, industrial designmarks, names or domain names of Unify and to those of Unify’s suppliers (for the purpose of this clause, “Marks”), Unify and they retain ownership of all Intellectual Property Rights in all of the Marks associated with or used in or displayed with Circuit. You may not frame or utilize framing techniques to enclose any of Unify’s or Unify’s suppliers’ Marks, or other of Unify’s or Unify’s supplier’s proprietary information (including images, text, page layout, or form) with-out Unify’s express written consent. You may not use any meta tags or any other “hidden text” utilizing Unify’s or Unify’s suppliers’ Marks without the respective Mark owner’s written consent.
Unify may use your organization’s name, Mark and logo on Unify’s website. Unify may also use your organization’s name, Mark and logo in Unify’smarketing materials, provided you pre-approve such use, not to be unreasonably withheld, in writing. Without requiring prior approval Unify may state the fact that you are a customer of Unify and that you are using Circuit, without revealing specifics about the relationship.
24.3 Independent Parties
You and Unify each acts as an independent contractor and not as an agent, partner, or joint venture with the other Party for any purpose. Except as provided in the Agreement, neither you nor Unify shall have any right, power, or authority to act or to create any obligation, express or implied, on behalf of the other Party.
24.4 Entire Agreement, Written Form
The Agreement, and any documents incorporated or referenced to herein, constitute the entire agreement between you and Unify relating to the subject matter thereof and supersede all prior agreements between you and Unify with respect to that subject matter, whether written or oral. The Agreement may only be amended in writing. The same applies to a waiver of the written form requirement.
You may not assign or transfer this Agreement, and any rights and licenses granted hereunder, unless otherwise provided for by mandatory statutory law. Unify may assign this Agreement without restriction and in compliance with all Applicable Law…
24.6 Force Majeure
Neither Party will be responsible for failure of performance due to a Force Majeure Event.
24.7 No Waiver
It is not to be understood as a formal waiver of Unify’s rights, if Unify does not exercise or enforce one of its legal rights or remedies contained in this Agreement. Those rights or remedies will still be available to Unify.
24.8 Titles and Headings
The titles and headings of the various sections and paragraphs in the Agreement are intended solely for the convenience of reference and are not intended for any other purpose whatsoever or to explain, modify, or place any construction on any of the provisions of the Agreement.
To the extent permitted by Applicable Law, the Parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event any individual provision of the Agreement is illegal, invalid, void, voidable or unenforceable, the remainder of the Agreement will continue in full force and effect. The Parties shall agree upon an effective provision that, insofar as legally possible, most closely reflects what the Parties intended.
24.10 Applicable Law, court venue
24.10.1 If Agreement executed with Unify Germany:
The contractual relationship shall be governed by the substantive law of Germany without regard to its principles of conflicts of laws. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall be excluded.
The court venue shall be Munich, save where another court venue is mandatorily required by Applicable Laws.
24.10.2 If Agreement executed with Unify Inc.:
The contractual relationship shall be governed by the substantive law of the State of Florida without regard to its principles of conflicts of laws. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall be excluded.
The court venue shall be the federal and state courts of the State of Florida, save where another court venue is mandatorily required by Applicable Laws.
Circuit Service Level Agreement (SLA)
Unify Produces the Circuit service and supports Circuit Users with a service level outlined in this Annex
and grants credits in case it cannot meet these service levels and certain conditions apply. Connect In Cloud Ltd is entitled
to offer you this SLA including the SLA Credits as part of your Agreement with Connect In Cloud. Requests for SLA
credits have to be placed with Connect In Cloud Ltd and Connect In Cloud Ltd will effectuate the credits. There is no contractual
relationship between you and Unify.
In addition to the terms defined elsewhere in the Agreement, the following definitions apply:
– “Availability” means the time during which Circuit is available for access and use, subject to the exclusions described in this Annex – Service Level Agreement (SLA), in particular, section 2.
– “Availability Exceptions” means circumstances which are beyond our control and under which Circuit cannot be provided in accordance with our SLA commitments, as outlined below in section 2.1c).
– “Contracted Month” means a full monthly billing cycle during the term of the subscription, as agreed with the Customer as per Annex – Pricing and Payment Terms.
– “Downtime” means the total minutes in a Contracted Month during which the entirety of Circuit Core Service is unavailable. The unavailability of individual service features is not counted as Downtime unless such unavailability renders the Circuit Core Service unavailable or inaccessible.
– “Resolution” means the measures taken to resolve an Incident. A Resolution can also be a workaround.
– “Response Time” means the time between receipt of a service request by the UHD and the time the UHD first responds to that service request, subject to the applicable Service Hours
– “Verified Downtime” means Downtime claimed by the Customer and verified by us, as set forth in this Annex – Service Level Agreement (SLA).
3. Support for Circuit Users
3.1 Unify provides the following support to Circuit Users:
– Self-help via the Circuit Support Portal,
– User Help Desk (UHD),
– Processing of service requests, i.e. the opening of tickets for Defects.
The different support facilities are described in more detail in Annex – Product and Services Description (PSD). Some of these support facilities are only available to you if you have subscribed to the corresponding Service Package.
3.2 The Circuit Self Service facilities are an integral part of Circuit and therefore are covered by the preceding section on the availability of Circuit. There is no separate availability commitment for the Circuit Support Portal.
3.3 The availability of the UHD is described as Annex – Product and Services Description (PSD). We will make commercially reasonable efforts to respond to user requests as quickly as possible. There are no SLA credits for UHD services.
3.4 Circuit Users may open service requests via the Circuit Support Portal or by phone to report Incidents or Defects. Details on the procedure are described in Annex – Product and Services Description (PSD).
We will make commercially reasonable efforts to achieve the Response Time objective described below, depending on the priority level of the service request:
3.5 Response Times are measured from the point in time on when the service request is received by Unify if that point in time falls within a Service Hour of the UHD, otherwise from when the next Service Hour period commences. If the Response Time for a service request exceeds the Service Hour of the UHD, the measuring of the Response Time will continue once the subsequent Service Hour period of the UHD begins. The measuring ends once the service request has been responded to, which can include email notification of the submitting Circuit User.
3.6 Priority Levels will be defined by us when the Circuit User places the service request. We reserve the right to re-set the Priority Level as the service request is handled per the definitions below as part of the response to the service request, giving reasons.
– “Priority Level 1” means Incidents where Circuit in its entirety, as it is described in the Agreement and in particular in Annex – Product and Services Description (PSD), is not available to all of your Circuit Users.
– “Priority Level 2” means Incidents where relevant parts or functionalities of Circuit, such as the search function, storage access, content sharing, etc., as they are described in the Agreement and in particular in Annex – Product and Services Description (PSD) are not available.
– “Priority Level 3” means incidents that are not assigned to priority levels 1 and 2.
2. Availability of Circuit
We will use commercially reasonable efforts to provide Circuit with 99.9% Availability, except for Downtimes within the scope of the following exclusions:
a) Scheduled Maintenance
This is Downtime scheduled in advance to install bug-fixes, updates, and to conduct other maintenance work. Scheduled Maintenance will, in general, be done outside times of peak use of Circuit. You will be notified about Scheduled Maintenance in text form at least two (2) days in advance.
b) Emergency Maintenance
In urgent cases, Downtime may be scheduled immediately if it is required to prevent or avoid damages or to install bug-fixes which cannot be delayed until the next Scheduled Maintenance period, e.g. a security fix for a vulnerability that is considered to be “high”. We will attempt to notify you and the other customers, but a shorter notice period than for Scheduled Maintenance may apply.
c) Availability Exceptions
These are Downtimes caused by:
– Force Majeure Events;
– Problems, Incidents and Defects caused by you, such as
Despite our warnings, continue to use Circuit in a manner that is dangerous or wrongful, in particular, if such use violates the Acceptable Use Policy (AUP);
– Any unauthorized action or inaction from your employees, agents, contractors, or vendors with respect to Circuit, or if anyone gains access to our network by using your passwords or equipment without your permission;
– Your failure to adhere to any required configurations, platforms, software or hardware;
– Your failure to follow any applicable policies for acceptable use, including any uses of Circuit that violate the Acceptable Use Policy (AUP).
– Problems, Incidents and Defects caused by third parties’ software (including any third party services or software such as browsers that you use) or third parties’ hardware (including your network equipment), provided these are not under our control or were not recommended for Circuit;
– Failure of the Internet connection between you and our Point-of-Presence for the data centres providing Circuit;
Also excluded are any downtimes affecting Circuit User accounts that were not subject to a paid-for Service Package at the time of the Incident (including, but not limited to, the FREE service package subscriptions or trial subscriptions for example).
2.2 Availability Credits
a) In the event we fail to meet the availability targets for Circuit for the Contracted Month, you may claim an Availability Credit as per the table below.
You must submit your claim to an Availability Credit through your Customer Contact no later than ten (10) Business Days after the invoice date or, if later, the end of the billing period which is subject to the claim via a service request on Circuit Portal. The service request must contain the in-voice and reasonable details on the claimed downtime and the availability level not met.
We will verify with reasonable judgement the claimed Downtime and respond to the claim within ten (10) Business Days, if the claim could be verified by us (Verified Downtime) and which Availability Credit will be applied.
b) The following Availability Credits refer to the Service Packages and Package options described in more detail in Annex – Product and Services Description (PSD) and Annex – Pricing and Payment Terms, and will be applied to Achieved Availability Levels:
For Package Options, the SLA credits for “ENTERPRISE” apply.
– Availability Credits refer to the invoice of the billing period which is subject to the claim.
– Credited Amount is calculated by multiplying the Availability Credits with the respective invoice amounts for each Service Package and Package Options and taking the sum over these products.
– The Achieved Availability Level is calculated as follows: the difference between (a) the total number of minutes of the Contracted Month less (b) the total number of minutes of the Qualified Downtime, divided by (c) the total number of minutes of the Contracted Month.
– The Qualified Downtime is calculated as follows: Verified Downtime less (a) the total number of minutes of Scheduled Maintenance and Emergency Maintenance of the Contracted Month and (b) the total number of minutes of Availability Exceptions, as defined above.
– Example for the calculation of Availability Credit:
– Billing period: May 12 to June 11
– Invoiced amount for that month: 300 EUR for Circuit Users assigned to the ENTERPRISE Service Package, 200 EUR / PROFESSIONAL, 100 EUR / TEAM, and 100 EUR for Package Options (or USD or other invoice currency)
– 300 minutes of Qualified Downtime in that billing period (31 days).
– Total number of minutes in the Contracted Month = 31days x 24h x 60mins = 44,640 minutes.
– Achieved Availability Level = (44,640 – 300) / 44,640 = 99.32%.
– The resulting Availability Credits are 5% for Circuit Users assigned to ENTERPRISE Service Package, 2.5% / PROFESSIONAL, 0% / TEAM, and 5% for Package Options.
– The Credited Amount calculates as this: 5% of 300 EUR for Circuit Users assigned to the ENTERPRISE Service Package, plus 2.5% of 200 EUR /PROFESSIONAL, plus 0% of 100 EUR / TEAM + 5% x 100 EUR for Package Options = 25 EUR (or USD or other invoice currency).
c) The Availability Credit will be applied to the invoice following our response to availability credit claim. The availability credit cannot exceed 100% of the invoiced amount, nor can availability cred-its be accumulated over several Contracted Months. There is no refund of Availability Credits for the last two months of the subscription in case the subscription is not renewed.
In order to be eligible for Availability Credits, you must not be
– late with your monthly payments,
– in violation of the Acceptable Use Policy (AUP)
– otherwise in material breach of the Term of Service (TOS)
e) Availability Credits will only be awarded if you have a paid-for subscription to Circuit. Availability credits are not available if you are subscribed to a FREE service package trial subscription, or any other unpaid for test or evaluation subscription.
2.3 Availability Credits are your sole and exclusive remedy with respect to any claim for Defects in Circuit. In particular, no Fees will be refunded. This shall not affect your right to terminate the Agreement for cause, as stipulated in the Term of Service (TOS).
Pricing for Circuit (PFC)
1. Fees & Pricing plan
The fees for your Circuit subscription are set by Connect In Cloud Ltd. Unify publishes recommended selling prices (RSP) on www.circuit.com.
1.1 Intentionally left blank
1.2 Free-to-use Package, Free trial
With FREE, Unify offers a free-of-charge service package with a limited set of functionality. See the provisos for trial use and FREE use in the TOS for details. Once you decide to convert to a paid-for subscription, you must upgrade all of your Circuit Users that you wish to keep to the Service Package that you chose. FREE Circuit Users that are not upgraded will be deleted from your Circuit Tenancy, including their Circuit User Data.
3. Payment terms
2. Invoices, charges
2.1 Fees with a fixed amount will be invoiced and charged per calendar month and in advance. They will be adjusted pro rata
2.2 If your use of Circuit exceeds the limits of any included consumption volume, e.g. storage
2.3 Unify may charge you separately for any service or item or functionality that is not within the scope of Annex – Product and Service Description (PSD)
2.4 All invoices for Circuit will automatically be sent via email to the email address you specified. Emailed invoices are deemed to have been received by you on the date that they were sent to you. A paper copy can be sent upon request, but this will not postpone the date of receipt.
4. Disputes and late charges
6. Changes to Fees
6.1 Unify may at any time adjust the Fees, provided that such adjustment reflects objectively justified changes in Unify’s costs for personnel, material, hosting, third-party provided services for Circuit or other costs factors. In this case, Unify will provide you with thirty (30) days prior notice by sending an email to the Customer Contact. If a minimum term was agreed, Unify shall only increase the Fees once the first twelve (12) months of such a minimum term have expired.
6.2 If you do not want to accept the adjustment, you may extraordinarily terminate your subscription to Circuit with effect as of the date the adjustment becomes effective. In this case, you will send Unify a written notice, e.g. through the Customer Contact.
If the change to the Fees is mandatory for Unify because of Applicable Laws, e.g. a change in taxes, Connect In Cloud Ltd will still inform you of the changes, but you will not have the right for extraordinary termination.
6.3 Unify may, at any time, add features and functionalities to Circuit that Unify may make available only for additional fees. To upgrade your subscription, you may need to log in with the Circuit Tenancy Administrator account or contact your sales representative at Connect In Cloud Ltd.
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