Unify Circuit Terms & Conditions

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.

4.1  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.

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.

8.1  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 doesnot guarantee that unauthorized third parties will never be able to defeat those measures or use your Personal Data and Circuit User Data for improper purposes. You understand that you provide your Personal Data to Circuit at your own risk and that Unify’s liability with respect to Personal Data shall be limited as stipulated in this Agreement.

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 Administra-tor. None of your Circuit User’s may use any other Circuit User’s Circuit Account at any time without the permission of the affected Circuit User.

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 Cir-cuit. Failure to do so may result in Unify blocking access to single Circuit Accounts or, in serious cas-es, of your entire access to Circuit up to and including the termination of the Agreement.

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 in turn be held iable to Unify for any damages and liabilites incurred by Unify or third parties due to that unauthorized use of your Circuit Accounts or passwords.

12.1  Subject to the terms of this Agreement, Unify grants you, effective upon Unify confirming its ac-ceptance of your subscription application, and then for each version of Circuit that is made available to you under the Agreement, a worldwide, revocable (pursuant to any termination of the Agreement), non-exclusive, and non-transferable right under Unify’s Intellectual Property Rights to access and use Circuit from any technically compatible device that is controlled by your organization, within the scope described in this Agreement and the Documentation. This right is subject to you paying the remunera-tion for your subscription to Circuit, except for the FREE Service Package, which Unify provides to you for free.

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 In-tellectual Property Rights with respect thereto are and will at all times be the property of Unify, even if suggestions made by you, e.g. as part of Feedback, are incorporated into subsequent versions of Cir-cuit.

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 re-lated documentation, or other of Unify’s proprietary information. You may not sub-rent or sub-lease Circuit to any third party, including any of your Affiliates, unless explicitly agreed in writing with Unify. You may not reverse engineer, reproduce, de-compile or disassemble Circuit, except to the extent ex-pressly permitted by Applicable Law. You agree not to claim or assert title to or ownership of Circuit.

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 li-censed to you under the terms of the Agreement and, in addition, the terms of our End User Agree-ment (EULA) apply. In some cases, the software may contain third-party software components, e.g. Freeware or Open Source Software, which may be subject to additional Third Party EULAs or Open Source Licenses, respectively. Such separate licensing terms shall prevail over Unify’s EULA. A copy of the EULA and the separate licensing terms, if any, may be obtained from Unify or the relevant Unify Partner prior to entering the Agreement.

14.2 The EULA and any separate licensing terms will be shown during the installation process or are in-cluded in the Documentation. Any installation of the software is subject to your acceptance of those li-cense terms. If you do not want to accept them, you may not use the downloadable software.

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 delivery of the source code. Insofar as the terms of Open Source Licenses provide for the provision of source code, Unify may elect to make the source code available (a) by including it in the software delivery or (b) upon your request, send separate media in return for reimbursement of expenses, or (c) through Unify’s website. Option (b) shall always be available, and covers the relevant Open Source Software used in the current version downladable software for Cir-cuit and all preceding versions, going back to at least three (3) years.

14.4 You may copy such downloadable software for backup or archival purposes, or as part of using Cir-cuit, but for no other purpose. You may not remove or alter any copyright or proprietary notice. You may not reverse engineer, decompile or disassemble the software save where explicitly permitted by law or by applicable Open Source Licenses. Distribution within your business or organization by other means than Circuit (e.g. internal software distribution system) is permitted only to the extent that downloadable software is distributed soley to and for the use of your Circuit Users.

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 attoorney’s fees incurred in connection therewith.

16.2  Unify may also, at Unify’s sole discretion and cost, procure from such third party the Intellectual Prop-erty Rights necessary to continue to provide Circuit to you ; or modify or replace the respective part of Circuit with substantially similar functionality in order to avoid the infringement. If Unify fails to provide these remedies, either Party may terminate the Agreement without regard to any minimum term and Unify will refund you any remaining prepaid Fees.

16.3  You will not acknowledge any infringement alleged by a third party. In the event you elect to cease using the part of Circuit affected by the alleged claim, or Circuit altogether, to minimize the expected damages or for other good reasons, you will inform the third party that the cessation of use does not imply any acknowledgment of the alleged infringement.

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 assis-tance in defending against the alleged infringement; and (e) permitting Unify to provide the remedies set forth in section 16.2.

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 aris-ing out of a claim by a third party alleging any infringement if (a) the claim arises from an event speci-fied in section 16.5; (b) Unifys’ ability to defend against the alleged claim has been prejudiced by your failure to comply with any requirements of section 16.4; or (c) the claim arises from the use of the Cus-tomer Network.

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 Rights, unless Unify acted with intent or fraudulently. All other rights and remedies shall be excluded.

18.1 If you submit your registration for the Circuit subscription via the Circuit Portal, the Agreement be-comes effective on the date Unify accepts your registration, as indicated through the confirmatory email Unifysends to you. If you submit the registration to Circuit “offline”, i.e. in paper form, through one of our sales representatives or through a Unify Partner, the Agreement becomes effective on the date it is signed by both Parties or on the individually agreed date (each the “Effective Date”).

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 ter-minate the Agreement for good cause with immediate effect if
– 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 ter-minate all or parts of your Circuit Tenancy without notice and without giving prior notice, if (a) Unify reasonably determines that you have grossly violated this Agreement or (b) Unify is ordered to do so by a court or authority in any country.
Unify may, upon such suspenstion or termination, deactivate or delete and bar access to all of your Circuit Users and Circuit User Data,without refund or compensation.

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 Agreement, unless Unify is prohibited to do so by Applicable Laws. In general, the download facility will be made available for up to thirty (30) days from expiry of the Agreement. Upon expiry of that period, Unify may completely remove all of your Cir-cuit User Accounts together with all Circuit User Data that such Circuit Users may have (still) stored in Circuit.
Upon the termination becoming effective, you will erase or otherwise destroy all copies of the down-loadable software, including apps or plugins that you may have obtained through your subscription to Circuit. With the exception of the download facility, you will also cease to use any part of Circuit even if it should still be available to you.
In the event Unify terminated the Agreement for good cause attributable to you, Unify may make ac-cess to the download facility dependant on the payment of all outstanding fees, and prepayment of the fees for the relevant time during which the download facility is to be provided.

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 Cir-cuit to be end-of-life i.e. will cease to offer Circuit.

The Fees and payment terms for Circuit are described in Annex Payment and Pricing Terms (PPT).

22.1  Any of Unify’s obligations under the Agreement are subject to the proviso that fulfillment is not restrict-ed by any impediments arising out of the Applicable Export Control Laws. You, the Customer, repre-sent that you are not a citizen of an embargoed country or a prohibited end user under Applicable Ex-port Control Laws.

22.2 For the purpose of this section 22, the term “Goods” refers to hardware and/or software and/or tech-nology as well as corresponding documentation that is made available to you in any form, regardless of the mode of provision and explicitly including software that is made available in SaaS form, includ-ing Circuit).
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 com-ply with the Applicable Export Control Laws.

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 trans-fer or export/re-export, by brokering of agreements concerning those Goods, works or services or by provision of other economic resources in connection with those Goods, works or services, also considering the limitations of domestic business and prohibitions of by-passing those embargos;
– such Goods, works and services are not intended for use in connection with armaments, nuclear technology or weapons, if and to the extent such use is subject to prohibition or authorization, un-less you have obtained the required authorization;
– 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.

24.1 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.

24.2 Marketing
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.

24.5 Assignment
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.

24.9 Severability
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.

2.1 General
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:

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For Package Options, the SLA credits for “ENTERPRISE” apply.
Calculation:
– 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:
– Assumptions:
– 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.

 d) Eligibility:
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).

2.1 Fees with a fixed amount will be invoiced and charged per calendar month and in advance. They will be adjusted pro rata temporis for the remainder of the calendar month in which you sign up for Circuit and for the calendar month in which your subscription ends. We will endeavor to process individually ar-ranged billing cycles, if required. Please note that in this case we will continue to use a calendar month as a basis for the calculation of the service levels as per Annex – Service Level Agreement (SLA). This may result in Availability Credits beeing credited to your invoice a month later.

2.2 If your use of Circuit exceeds the limits of any included consumption volume, e.g. storage cpacity, additional fees may apply, as set forth above. Such costs will be clearly stated before the cost occurs and Unify then current list prices shall apply.

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), . In these cases, Unify’s then current list prices for such services or items or functionalities shall apply. Where such services are charged on a time/material basis, they are calculated based on working time, travel and waiting time expended. Where hourly or monthly rates are billed, each hour or month started is billed using a pro-rated billing rate. For services provided outside of Unify’s normal working hours, surcharges apply. Unify may also charge you for ancillary costs, e.g. costs for necessary travel and lodging. You may, at any time before ordering additional services, ask Unify for the current list prices and the working hours applicable to your location.

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.

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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.