Calabrio Mobile App
Last Updated: September 23, 2019
1 Scope of Agreement
2 General Terms
2.2 Abusive or Illegal Activity. You agree that you shall not use the App for any illegal, abusive, threatening, or harmful activity. You shall not use the App to post any libelous, defamatory, obscene, offensive, or other harmful material, nor shall use post any material that infringes any intellectual property right held by a third party. You shall ensure your use of the App is consistent with any additional agreements with Calabrio and/or an authorized reseller of Calabrio.
2.4 Your Account and Data. Your account belongs to you, even if your use of the App is subject to an arrangement between Calabrio and your employer. Notwithstanding the foregoing, your employer obtained the right for you to use the App through a master agreement with Calabrio or an authorized reseller of Calabrio and, as such, your employer has all of the rights provided to it under that master agreement, as evidenced by the documentation finalized by the parties prior to making the Services and Software available.
2.6 Service Availability. Calabrio may update, modify, upgrade, discontinue, or otherwise change any aspect of the App, including the Services provided. Calabrio does not make any warranties regarding current or future functionalities of the components of the Services within the App. You understand that the App is made available through your mobile connections. Calabrio makes no representations or warranties that the App will run error-free or that the Services will be uninterrupted.
3 Intellectual Property
4 Disclaimer; Limitation of Liability
4.1 Disclaimer. Calabrio provides the App to you on an “As-Is” basis, without warranty of any kind. For clarity, to the fullest extent permissible by law, Calabrio hereby disclaims all implied warranties (including the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and accuracy of data). Calabrio does not guarantee the App will operate uninterrupted or error-free.
5 Termination Rights
6 Confidential Information
6.1 Confidential Information. It is expected that one Party (disclosing Party) may disclose to the other Party (receiving Party) certain information which may be considered confidential and/or trade secret information (“Confidential Information”). Confidential Information shall specifically include the App, the Services, and the Software. Confidential Information shall not include information which: (i) is or becomes public knowledge through no fault of the receiving Party; (ii) was in the receiving Party’s possession before receipt from the disclosing Party; (iii) is rightfully received by the receiving Party from a third party without any duty of confidentiality; (iv) is disclosed by the disclosing Party without a duty of confidentiality on the third party; (v) is independently developed by the receiving Party; or (vi) is disclosed with the prior written approval of the disclosing Party. Confidential Information of disclosing Party may be disclosed in response to a valid court order or other legal process, only to the extent required by such order or process and, if allowed by law, only after the recipient has given the owner written notice of such court order or other legal process promptly and the opportunity for the owner to seek a protective order or confidential treatment of such Confidential Information. The Parties agree to hold Confidential Information of the other Party in confidence and to protect the disclosed Confidential Information by using the same degree of care to prevent the unauthorized use, dissemination or publication of the Confidential Information as they use to protect their own Confidential Information of a like nature but in no event with less than reasonable care. The Parties agree not to make Confidential Information of the other Party available in any form to any third party except as required to exercise the licenses granted in the Agreement (or otherwise expressly permitted therein) or to use Confidential Information of the other Party for any purpose other than for the Permitted Use of the SaaS or for fulfilling its obligations under the Agreement. The Parties agree to restrict disclosure of the Confidential Information to those who have a “need to know” and to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed in violation of the provisions of the Agreement. Further, the Parties agree that its breach of any obligation herein may cause irreparable damage to the other Party and that the other Party shall be entitled to seek equitable remedies, in addition to other remedies hereunder or at law, in the event of such breach.
6.2 Your Feedback. Calabrio’s obligation of confidentiality set forth in this Section 6 shall not apply to any suggestions and feedback provided by you in connection with any current or future product, service, or functionality.
6.3 Future Functionality. You acknowledge your use of the App is not contingent on any future functionality or features, nor is it dependent on any oral or written statements of Calabrio on its vision for future functionalities or features.
7 Governing Law
7.1 European Users. If you reside with the European Union or EMEA, you agree that your use of the App shall be governed by the laws of England and Wales, excluding conflicts of laws rules. All claims or disputes shall be resolved within the courts of England and each party hereby agrees to personal jurisdiction of the English courts.
7.2 Users outside of Europe. If you reside within the United States of America or any other country outside of the European Union or EMEA, you agree that your use of the App shall be governed by the laws of the State of Delaware. All claims or disputes shall be resolved within the courts of Kent County, Delaware and each party hereby agrees to personal jurisdiction of the courts within Kent County, Delaware.
8.1 Notice. Calabrio will provide notices to you within the App or Service. You agree that all notices to Calabrio shall be delivered to [email protected].
8.6 Force Majeure. Calabrio shall not be liable for any failure or delay in the performance of its obligations hereunder on account of strikes, terrorist activity, shortages, riots, insurrection, fires, floods, power outages, storms, cybercrime, explosions, war, governmental action, labor conditions, earthquakes, terrorism, supplier bankruptcy or default, failure, delay or interruption by third parties, including without limitation, communications providers, or any other cause which is beyond Calabrio’s reasonable control.