2.0 as of August 2016
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By clicking “Accept” you accept and acknowledge
that you have read these Terms of Service (TOS) and the other terms referred to
from these TOS (“Agreement”). You also represent and warrant that you have the authority
to bind the business or organization on whose behalf you accept these terms.
If you do not
agree to this Agreement, please click the "Cancel"/"Back"
button and do not use Circuit.
Welcome to Circuit!
“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.
Please read the Agreement carefully. It is the
base of the legal relationship between your business or organization and Unify regarding
the use of Circuit and the associated software and services. Prior to using
Circuit, your business or organization must accept the terms of this Agreement
and agree that any person to whom your business or organization grants access
to its Circuit Tenancy, are bound by the terms of this Agreement and the
documents referenced herein.
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 Agreement, are
defined in Annex - Definitions.
Provision of Circuit
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.
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.
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.
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.
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).
Eligibility to sign
up for Circuit
Unify offers Circuit only to businesses and
organizations i.e. all natural or legal persons or a 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.
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
Signing up for Circuit
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).
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.
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.
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 Unify’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
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 password(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.
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.
All notices between the Parties shall be at
least in text form, unless 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.
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
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 Feedback
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.
Right to Use Circuit User Data, Handling of Circuit User Data
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
world-wide, 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 includes the right to publicly perform or publicly display the Circuit
User Data, where such facilities are provided within or through Circuit and if
effected 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.
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 Users 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.
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.
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.
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.
Liability for Circuit User Data
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.
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
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.
Unify will provide Circuit through personnel who
are bound to data secrecy as defined by Applicable Law.
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 termination or expiry of this Agreement. Unify’s liability
for breaches of data protection shall be excluded if Unify acted in accordance
with a direction given by you.
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.
Unify may use subcontractors to provide Circuit.
To the extent Unify uses subcontractors, we will impose upon them a similar
obligation as per this section 9, in particular section 9.2 in accordance with the data protection
provisions of this Agreement and Applicable Laws. Where required by applicable
law, they shall be bound by contractual terms no less binding than the Data Processing Agreement (DPA) and follow a standard that meets or exceeds the standard provided
for in the Data Privacy Statement (DPS).
Unify has no control over, and is not
responsible for, the privacy of any Circuit User Data that you have shared with
others, so always use caution when giving out any Circuit User Data that may
contain Personal Data or other sensitive information. You agree to meet all
statutory required preconditions for your intended use of Circuit and the Circuit
User Data for which you are responsible, e.g. by obtaining consent from
employees so that in this regard Unify can provide Circuit without infringing
any Applicable Laws. You are in particular responsible for observing your
workers council rights of co-determination, where applicable. You and your
organization shall indemnify Unify from all claims and damages resulting from your
failure to do so.
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 within Circuit at any time.
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
Users, and that you will take appropriate measures to ensure these terms are
binding upon them.
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.
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.
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
Administrator. 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
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 Circuit.
Failure to do so may result in Unify blocking access to single Circuit Accounts
or, in serious cases, of your entire access to Circuit up to and including the
termination of the Agreement.
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.
11. Local availability may be limited
Circuit may not be
available in, or accessible from, all countries or for use in a particular
location. You are responsible for following the Applicable Laws in your jurisdiction,
state or country and must not use Circuit, if such use would result in a breach
of local Applicable Law. Unify
reserves the right to modify or disable features and functionalities of Circuit
and/or any related services, if required to comply with local Applicable Laws.
In some cases some of your Circuit Users may need to use a separate instance of
Circuit. Unify also reserves the right to block access to Circuit from certain
countries or jurisdictions. Such limitation or modification or disablement does
not entitle you to prematurely terminate the Agreement.
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 ot certain countries or jurisdictions.
License, Copyright and Ownership of Circuit
Subject to the terms of this Agreement, Unify grants
you, effective upon Unify confirming its acceptance 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 remuneration for
your subscription to Circuit, except for the FREE Service Package, which Unify provides
to you for free.
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 Intellectual 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 Circuit.
You do not have any rights to disclose,
sublicense, or otherwise transfer access to Circuit or any software that may be
made available to you for download as part of your subscription to Circuit, or
the related 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 expressly
permitted by Applicable Law. You agree not to claim or assert title to or ownership
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.
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.
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 purposes, it may only
do so for the sole purpose of complying with such Applicable Laws and the
confidentiality obligations stipulated in this Agreement shall continue to
apply with respect to such Confidential information until it is destroyed in
the Party’s ordinary course of business.
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.
14. Downloadable Software
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 licensed
to you under the terms of the Agreement and, in addition, the terms of our End User Agreement (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.
The EULA and any separate licensing terms will
be shown during the installation process or are included in the Documentation.
Any installation of the software is subject to your acceptance of those license
terms. If you do not want to accept them, you may not use the downloadable
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 Circuit and all preceding versions, going back to at least three
You may copy such downloadable software for
backup or archival purposes, or as part of using Circuit, 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.
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
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.
You will render reasonable assistance free of
charge, in particular by a prompt implementation of any work-around 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.
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.
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.
Nothing in this Agreement shall be construed as
a guarantee or warranty unless otherwise expressly provided for herein with the
words “guarantee” or “warranty
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. AlLL 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.
16. Intellectual Property Rights Indemnification
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.
Unify may also, at Unify’s sole discretion and
cost,procure from such third party
the Intellectual Property 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.
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 assistance 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 attributable to you and in particular if it is
due to (a) misuse or any use of Circuit in a manner
not authorized 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 available corrections and security fixes for the
underlying hardware equipment, third party software or system environment; (f) any
claims relating to a Standard; or (g) in any event where Unify followed a design
or instruction furnished or given by you.
You shall defend and indemnify Unify against any
losses, costs, expenses, demands or liabilities arising out of a claim by a
third party alleging any infringement if (a) the claim arises from an event
specified 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 Customer Network.
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.
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.
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 sate 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
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 alone, and to provide
for backups or copies of such Circuit User Data on a regular basis. You will
not use Circuit as your sole means of storing such important data.
Nothing in the Agreement shall be construed to
limit either Party’s liability for fraud or fraudulent misrepresentation,
intentional acts or omissions, gross negligence as well as liability under a
guarantee, or any mandatory Applicable Laws, e.g. the German the Product
Unless specified otherwise in your applicable
service package, your claims to service level credits as per Annex - Service Level Agreement (SLA) shall become time barred six (6) weeks after the Incident occurred.
Claims with respect to Defects shall become time barred twelve (12) months from
their respective accrual. All other claims that you may be entitled to shall
become time barred six (6) months from date on which you became aware or should
have become aware of the respective claim, but no later than twelve (12) months
from their respective accrual. Any claims based on intent shall not be
Term and Termination
If you submit your registration for the Circuit
subscription via the Circuit Portal, the Agreement becomes 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”).
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
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.
Without limitation to Unify’s rights to
terminate stipulated elsewhere in this Agreement, Unify may terminate 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.
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 terminate 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.
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 Circuit 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 downloadable 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 access 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.
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 Circuit
to be end-of-life i.e. will cease to offer Circuit.
Changes to Circuit
and the Agreement
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.
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, Unifywill 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 effect
as of the date the change to the terms of the Agreement becomes effective. In
this case, you must send Unify a notice, through the Customer Contact.
If Unify has to implement a change because
there is a requirement under Applicable Laws which cannot be reasonably and in
a legally compliant manner be avoided or circumvented, Unify will still inform
you of the changes, but you do not have a right to terminate.
The Fees and payment terms for Circuit are
described in Annex Payment and Pricing Terms (PPT).
You understand that Unify may, at itssole
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
Export Control Regulations
Any of Unify’s obligations under the Agreement
are subject to the proviso that fulfillment is not restricted by any impediments
arising out of the Applicable Export Control Laws. You, the Customer, represent
that you are not a citizen of an embargoed country or a prohibited end user
under Applicable Export Control Laws.
For the purpose of this section 22, the term “Goods” refers to
hardware and/or software and/or technology 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, including 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 comply
with the Applicable Export Control Laws.
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 transfer 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, unless 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
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.
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
Special Provisions for FREE subscriptions and
The terms of this section apply to FREE service
package and trial subscriptions onlyand, 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.
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.
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.
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.
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.
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) do 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.
Unify’s liability for the injury of life, body
or health, for intent or in the case of mandatory statutory liabilityshall 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.
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.
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) without 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’swebsite. 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.
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.
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..
Neither Party will be responsible for failure
of performance due to a Force Majeure Event.
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.
Titles and Headings
The titles and headings of the various sections
and paragraphs in the Agreement are intended solely for 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
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
2.0 as of August 2016
Click here to download PDF
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 unaccessible.
§ "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
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 textform at least two (2) days
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.
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’s software (including
any third party services or software such as browsers that you use) or third
parties’s 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 packagesubscriptions
or trial subscriptions for example).
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
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 invoice 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:
Achieved Availability Level
Availability Credit per Service
ENTERPRISE, Package Options
< 99.9 % but > 99.5%
< 99.5% but > 99.0%
< 99.0% but > 98.5%
< 98.5% but > 98.0%
< 98.0% but > 97.5%
< 97.5% but > 97.0%
< 97.0% but > 96.5%
< 96.5% but > 96.0%
< 96.0% but > 95.5%
< 95.5% but > 95.0%
< 95.0% but > 90.0%
For Package Options, the SLA credits for “ENTERPRISE”
§ 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 priod (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 Avaliability Credits are 5% for Circuit Users assigned
to ENTERPRISE Service Package, 2.5% / PROFESSIONAL, 0% / TEAM, and 5% for Package
§ 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 credits 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 .
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).
Support for Circuit Users
Unify provides the following support to Circuit
§ Self help via the Circuit Support Portal,
§ User Help Desk (UHD),
§ Processing of service requests, i.e. the opening of tickets for
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.
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.
The availability of the UHD is described 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.
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:
Response Time objective
Priority Level 1
Priority Level 2
Priority Level 3
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.
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.
There is not credit if the objectives for the
Response Time and the provision of a Resolution are not met.
2.0 as of August 2016
1. Fees & Pricing plan
Circuit is available in the following packages
and corresponding monthly fees per seat:
Fee per user and month
Details on the functionality included in each
of the service packages can be found in Annex - Product and Service Description (PSD). Other service packages may be added over time.
Once either the booked volume limits are
reached (e.g. storage) or additional functionality is required, you must decide
whether to upgrade to a higher-level paid-for service package of Circuit, and
also which of your Circuit Users shall be converted. You cannot downgrade
Circuit Users to a lower-level service package.
b) Package Options
Package options are either increments of
existing or new functionality as addon to available packages. The table below
describes avaible package options and conditions
Available in Service Packages
Price per Package Option and Month
Only increase, no decrease
Package options are only available for paid-for
Service Packages as described in sec. 1.1a). Other package options my be added
c) Free Service Package Subscription
With FREE service package subscriptions, Unify offers
a service package with a limited set of functionality that can be used free-of-charge.
See the provisions for FREE 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. Circuit Users added to a
FREE service package subscription that are not upgraded will be deleted from
your Circuit Tenancy, including their Circuit User Data.
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 arranged 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.
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.
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.
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.
3. Payment terms
You agree that Unify may charge you through the
payment instrument that you specified when you signed up for Circuit (e.g.
credit card, direct debit to your account, etc.) to charge you all amounts that
become due while you use Circuit, including any recurring Fees. You must make
sure that the payment instrument you specified is valid and chargeable by Unify
whenever Fees become due.
Generally, all amounts are payable and due ten
(10) days from the date of Unify’s invoice, without offsets or deductions of
any kind. Payment must be made in the currency indicated on the invoice.
If you have submitted a credit card as the
payment instrument, the credit card may be also charged at the date of Unify’s
If you authorized Unify to make a recurring Fee to
your credit card, Unify may charge the outstanding amounts automatically and
upon the respective due date to your card, usually every month. One-time
payments shall, however, be charged as soon as they become due as per the
If you authorized Unify to make a direct debit
to your account, Unify may charge the outstanding amounts automatically and
upon the respective due date. One-time payments shall, however, be charged to
your account no earlier than five (5) working days after receipt of the
invoice. You are responsible to ensure that there are sufficient funds in your
account at the due date(s) and if not, you shall compensate Unify for any cost
or loss resulting from that.
If your bank account is with a bank located in
the Single Euro Payments Area (SEPA), you may be asked to provide a SEPA
mandate to authorize Unify to debit your account. You agree that the advance
notice period before the account is debited is one (1) day.
Except as expressly set forth otherwise in this
Agreement, all your payments are non-cancellable and non-refundable. This also
applies to any prepaid amounts if Unify terminates the Agreement for a good
cause attributable to you.
4. Disputes and late charges
If you believe that your invoice is incorrect,
you must contact Unify in writing within sixty (60) days of the date of the
invoice showing the amount in question to be eligible to receive an adjustment
or credit. Unify may suspend your access to Circuit for non-payment of
undisputed fees. This period of time may be adjusted as per the SEPA mandate,
where applicable. For the avoidance of doubt, this does not apply to claims for
Availability Credits, which are solely governed by Annex - Service Level Agreement (SLA).
You may only offset or withhold payments if Unify
has expressly agreed to this in writing, or if your claims are undisputed by Unify,
or if they are finally established by a competent court or authority.
Unify may charge you interest at the then
current, highest permissible statutory rate for businesses on any monthly
payment that is not being reasonably disputed by you and that is not received
when due. If legal enforcement or third party collection efforts are necessary,
you shall pay all reasonable legal fees and costs incurred by Unify.
The Fees are exclusive of all taxes, levies, or
duties. You are solely responsible for payment of all such taxes, levies, or
duties, excluding only the taxes based solely on Unify’s income.
If Unify has the legal obligation to pay or
collect taxes to taxing authorities for which you are responsible, the appropriate
amount shall be invoiced to and paid by you unless you provide Unify with a
valid tax exemption certificate authorized by the appropriate taxing authority.
6. Changes to Fees
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.
If you do not want to accept the adjustment, you
may extaordinarily 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, Unify will still inform you
of the changes, but you will not have the right for extaordinary termination.
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 Unify or your
2.0 as of August 2016
terms used in this Agreement and the documents referenced herein are defined as
“Acceptable Use Policy” or “AUP”
means a framework of rules and regulations that aim to ensure that everyone who
uses Circuit enjoys a productive, disruption-free and safe use of Circuit. It
describes what Unify deems to be acceptable use of Circuit, what not, and what will
happen if there is a violation of the AUP.
means, collectively, terms and conditions under which you are granted access to
Circuit and all other documents referenced therein. The Agreement consists of
the Terms of Service (TOS) for Circuit, together with the Annexes Product and
Service Description (PSD), Payment and Pricing Terms (PPT), the Service Level
Agreement (SLA) and this Annex Definitions, as well as the End User License
Agreement (EULA) for Circuit, the Acceptable Use Policy (AUP), the Support Forum Rules (SFR), the Data
Privacy Statement (DPS) and, where applicable, the Data Processing Agreement
Value” means the total amount of the recurring Fees you actually paid to Unify
under the Agreement in the twelve (12) month period preceding the event that
leads to liability or, if the term of the Agreement has been less than twelve (12)
months, the total amount of the recurring Fees that would have been paid had
the Agreement continued for twelve (12) months, calculated as per the median
amount of the Fees that were already paid to Unify until the relevant event.
Export Control Laws” means any national and international foreign trade and
customs requirements or any embargos or other sanctions such as
anti-terrorism-laws, denied persons lists or similar stipulated by the Federal
Republic of Germany, the European Union, the United States of America and other
applicable national export laws, e.g. from the country/jurisdiction where you
or a Circuit User have its place of business. Applicable Export control Laws
are a subset of Applicable Laws.
Laws” means and includes all laws, statutes, regulations, directions,
guidelines and codes of conduct of any governmental or Regulator of competent
jurisdiction and any orders of any Regulator or other administration or court
or other tribunal of competent jurisdiction which are applicable to this
Agreement, you, Unify or to the performance of either your or Unify’s obligations
under this Agreement.
means the days of the week during which most businesses are operating, usually
Monday to Friday except local public holidays or bank holidays. In order to
determine the timeliness of a notice, the schedule of Business Days applicable
to the receiving party shall prevail, while the timeliness of an action shall
be determined by the schedule of Business Days applicable to the party obliged
to take the action.
means, collectively, all “Circuit”, “Unify Circuit” or “Circuit by Unify”
branded products and services provided by Unify to you in connection with
Circuit, as further described in the Agreement.
means an application for mobile devices which can be used to access Circuit.
Services” means the application “Circuit” as defined in Annex - Product and Service Description (PSD). The ancilliary facilities of Circuit, such as the Circuit Portal’s
section attending to the management of (new) subscriptions, the Circuit Support
Forum, or optional plugins or features that must be activated and/or downloaded
separately, are excluded.
Directory” means a directory of the Circuit Users assigned to you, which
can be browsed by every other Circuit User in your Circuit Tenancy.
User” means a Circuit User account which can make use of the full
functionality of Circuit, as compared to a Circuit Guest User account that has only
means the website where you log in to Circuit and where subscriptions to
Circuits are entered into.
Service” means a set of self-service support facilities for Circuit, such
as a FAQ and the Circuit Support Forum.
Support Forum” means a section of the Circuit Support Portal which allows Circuit
Users from all customers and Circuit Tenancies to discuss their questions regarding
Circuit, and to post and receive troubleshooting information. Use of the Circuit
Support Forum is governed by the Support Forum Rules (SFR).
Support Portal” means a web based form of support from which the different
forms of support provided by Unify can be accessed. The exact scope of the
support is determined by the applicable service package.
Tenancy” means the logically separated segment or domain on the Circuit
platform that is dedicated to you and your Circuit Users.
Administrator” refers to a Circuit Enterprise User who has been granted
access to the Customer’s administration console for Circuit. The Circuit Tenancy
Administrator may create Circuit Enterprise Users and other Circuit Users, and
may grant other Circuit Enterprise Users access to the administration console to,
thereby making them also a Circuit Tenancy Administrator. The first Circuit
Tenancy Administrator is automatically created upon signup to Circuit together
with the Customer Contact. Unify recommends that the Customer uses special care
when selecting and storing the password for the account of the Circuit Tenancy
means, collectively, the different kind of user accounts linked to a particular
customer. You are responsible for all activities of your Circuit Users and of
their compliance with the Agreement and in particular their compliance with the
Acceptable Use Policy (AUP).
“Circuit User Contact
Data” includes name, address, phone number, profile information, email
address, title, time zone and other contact information that Unify may collect
through an Circuit User’s use of Circuit, or which you or the Circuit User may
enter, or have entered, as part of the administration of your Circuit Tenancy
or Circuit User account.
Data” or “Circuit User Content” includes, but is not limited to, all data,
including all text, sound, software, image files, documents, photos,
presentation slides, audio and/or video recordings, comments, questions, call
entries and logs, transcripts, or other content, information or files that a Circuit
User submits to Circuit, receives through Circuit, generates through using Circuit,
stores inside Circuit, or otherwise creates by the use of Circuit. In other
words, it means all data about and from you or one of your Circuit Users that
was not there before you signed up for Circuit. It can also include,
collectively, Circuit User Contact Data, Usage Data, and Support Data. Circuit
User Data will often also contain Personal Data.
Information” means all information and data, which a Party has received
orally, in writing, electronically or otherwise from or on behalf of the other
Party in connection with the Agreement, including all business, commercial and
technical information and data, unless, according to the judgment of a prudent
business man, such information and data cannot be considered as being of
refers to a number of conversation items (messages, files, realtime meetings
via phone call, video, screenshare, etc.) shared between and viewable by all
participants. Conversations can be “private” – in that users need to be explicitly
added to the Conversation see the content or they can be “open” – in that any Circuit
User can choose to join . Conversations are moderated by the Conversation
participants, with anyone in the Conversation having the capability to remove
other people if necessary.
Guest User” is an Circuit User created in another Circuit Tenancy, who is
added to a Conversation in your Circuit Tenancy. Once the Circuit User from the
other Circuit Tenancy has accepted the invitation, they have full access to the
content of the specified Conversation, but they cannot access any other
Conversation hosted in your Circuit Tenancy. A Cross Tenancy Guest User does
not count against the number of Circuit User accounts you subscribed to.
also referred to as “you”, means you, your business or organization who is
party to the Agreement and who is therefore responsible for the Circuit Users
and their Circuit User Data in its Circuit Tenancy.
is a person within your business or organization who is assigned to be Unify’s primary
contact and who has the authority to act on behalf of your business or
organization in respect of all day-to-day activities relating to Circuit. This person
must be named during the registration process, will also be the first Circuit
User created in your Circuit Tenancy, and will therefore also (initially) hold
the role of the Circuit Tenancy Administrator.
Policies” means the rules and regulations governing the use of your IT-Systems,
e.g. your acceptable use policies.
means any part of your network and the devices operated in it, including personal
computers, active and passive data network equipment, telecommunications
network applications and all associated equipment (including third party
network components) which may be used for Circuit.
Processing Agreement” or “DPA” is an agreement for commissioned data
processing under which we will collect, store, and process Personal Data.
means a reproducible failure of Circuit to comply with the specification of
Circuit as described in Annex - Product and Service Description (PSD).
means the technical and/or functional descriptions that are provided or made
available to the Customer along with Circuit. The Documentation will in general
be provided online. The Documentation includes, among other things, the
description of performance characteristics, features or hardware and software
requirements. If and to the extent required by the respective rights holder,
the Documentation also comprises of the Open Source License texts or the
special license conditions of a Freeware vendor or other commercial third party
vendor of software.
means the date on which the Agreement comes into force, as further described in
the Terms of Service (TOS).
License Agreement” or “EULA” means our set of license terms and
conditions for the use of software by end users. While Circuit is, in
principle, a cloud-based application, some of its components need to be
downloaded and installed, such as apps for smartphones and tablets. These
components are covered by the EULA. In addition, Open Source Licenses and Third
Party EULAs may apply.
Protection Requirements” means the EU Data Protection Directive 95/46/EC,
or any directive or regulation replacing it.
means the fees and prices for Circuit, as agreed between the Parties. There may
be monthly, usage based or one-time Fees. See Annex - Payment and Pricing Terms (PPT) for details.
Event” means any event beyond the reasonable control of a Party, including
(i) damage to or destruction or compulsory purchase of the premises or other
property belonging to the affected Party, (ii) fire, explosion, accident,
lightning damage, electromagnetic interference; (iii) storm, earthquake,
hurricane, tornado, flood, volcanic eruption or other natural disaster; (iv)
war, threat of war, act of terrorism, insurrection, rebellion, riot or other
civil unrest; (v) epidemics, pandemics, quarantine restrictions or other public
health restrictions or advisories; (vi) strikes or lockouts or other labor
interruptions; (vii) disruption to transport services; (viii) sanctions,
embargoes or lack of materials, supplies or utilities, breaking off of
diplomatic relations; (ix) the failure of any applicable governmental authority
to issue any licenses or approvals, or the suspension, termination or
revocation of any licenses or approvals, required for the operation of the
affected Party’s business or the performance of services, or any other
circumstance as a result of which performance by the affected party is
prevented by law; or (x) in the case of Unify, the occurrence of any of the
aforementioned events to its subcontractors or suppliers which result in their
delay or failure to perform.
means a computer program which may be used without payment or other
compensation (for example, by advertising). Freeware may be subject to special
license conditions of the vendor, which, for example, may limit the right to
distribute or redistribute the Freeware. Freeware may have functional limitations
which a commercial version does not have. In general, the vendor of a Freeware
does not grant access to the source code of the Freeware.
means Circuit User accounts for users outside your business or organization, to
whom you want to provide temporary access to Circuit, under your full and sole responsibility
an event that affects the deliivery of Circuit, e.g. a case of non-performance
of Circuit, or the failure to achieve a Service Level. Incidents are further
described in Annex - Product and Service Description (PSD).
Property Rights” means copyrights (including moral
rights), patents, protected designs, registered designs, design rights, utility
models, trademarks, service marks, business secrets, know-how, database rights,
personal rights, company or business names, domain names and other rights of a
similar type, in any country or jurisdiction, including all registrations,
applications for registration, rights to apply for registration and licenses
for or relating to such rights.
means a Circuit User account that has limited capabilities, e.g. it has no
access to “open” Conversations. It is added to your Circuit Tenancy by your Circuit
Tenancy Administrator. The Limited Role Guest User and his User Content are visible
and seachable within your Circuit Tenancy. A Limited Role Guest Users does
count against the number of Circuit User accounts you subscribed to.
Source Software" or "OSS" means a computer program
which is, in principle, available at no costs. which is licensed under an Open
Source License and that is available either (a) in source code form only, or
(b) in (executable) object code form and the source code is delivered together
with the executable code.
Source License" or "OSS License" means license terms
to a computer program that give the user, beyond the right to use without
license fee or royalty, rights of use which are usually reserved usually for
the owner of the copyright to the computer program, for example the right to
analyze the computer program as desired, to edit it, to merge it with other
computer programs or to derive their own computer programs thereof and to
distribute the results thereof (for the purposes of this provision,
collectively referred to as "Work"). In turn, such license terms
require that at least one of the following conditions is met: (a) the source
code or design information regarding the Work must be made available; (b) the
right to create derivative works regarding the Work must be granted; (c) a
royalty-free license to any third party to use the intellectual property rights
of the party embodied in the Work or (d) to identify the owner of the copyright
to the unmodified Open Source Software. Open Source Licenses are, by example
and without limitation, any version of the GNU General Public License (GPL) or
the GNU Lesser General Public License (LGPL) or the Affero General Public
License (AGPL) or similar open-source licenses, "free" licenses, and
the general licenses to these as "public domain".
refers to either you or us, and “Parties” to you and us, collectively.
means individual elements of information concerning the personal or material
circumstances of an identified or identifiable natural person, as defined by
Service Description” or “PSD” means the description of Circuit and
the services associated with it. Some functions of Circuit and the associated
services may only be available if you subscribe to an eligible service package.
The PSD is an integral part of the Agreement.
are individual, custom services rendered by us under terms negotiated
separately from the Agreement. In the context of Circuit and depending on
availability and technical feasibility, Professional Services might be used to
pre-populate a large Circuit Tenancy, to establish interfaces between Circuit
and other IT systems, or other consulting concerning the use of Circuit.
Payment Terms” or “PPT” is incorporated in this Agreement as Annex - Pricing and Payment Terms (PPT) and describes the prices and payment terms that are a applicable to
your use of Circuit.
means any uploading, publishing, displaying, linking to or otherwise making
available any User Content in Circuit.
means any public authority which has or from time to time may have supervisory
or regulatory authority over us and/or Circuit in accordance with Applicable
Laws over any aspect of the performance or fulfilment of any rights,
entitlements or obligations related to Circuit.
- Measures taken to resolve an incident. Can also be a workaround.
Agreement” or “SLA” is incorporated in this Agreement as Annex - Service Level Agreement (SLA) and describes, basically, the level of service that you can expect expect
from Unify with regard to Circuit.
means the service performance metrics with corresponding service level
objectives for the provision of Circuit.
is a temporary Circuit User who is invited to a meeting (e.g. telco,
videoconference, screenshare, etc.) hosted inside a Conversation of your Circuit
Tenancy. The Session Guest User only sees what is shared in the meeting. After
the end of the meeting they will continue to have access to the content of the
meeting for one (1) month. A Session Guest User does not count against the
number of Circuit User accounts you subscribed to.
means any technical specification that is distributed, published, or otherwise
made available by any consortium, standards organization, special interest
group, or like entity, for the purpose of widespread industry adoption.
means a day on which Unify provides a particular Circuit Support Service, such
as the UHD. Service Days for different Circuit support Services may vary,
depending on the relevant Circuit Support Service and the applicable Circuit Support
means the times on a Service Day on which a particular Circuit Support Service
such as the UHD is available. Service Times may vary, depending on the relevant
Circuit Support Service and the applicable Circuit Support Plan.
means any technical specification that is distributed, published, or otherwise
made available by any consortium, standards organization, special interest
group, or like entity, for the purpose of widespread industry adoption.
means Usage Data that is collected when a Circuit User submits a support
request, including information about the Circuit User’s hardware and software
environment when the fault occurred, and other related details, such as contact
or authentication information, chat session personalization, data resulting
from diagnostics, system and registry data about software installations,
hardware configurations, and error-tracking files or screenshots.
Service” or “TOS” means the core terms and conditions under which we
makes Circuit available. It is part of the Agreement.
End User License Agreement” or “Third Party EULA” means a set of
license terms and conditions from the vendor of a commercial third party
component or a Freeware, whose acceptance is made a prerequisite by such vendor
for granting the right to use the respective third party component or Freeware.
also referred to as “we”, means the Unify entity with whom you enter
into the Agreement.
means a distributor, reseller, system-integrator, sales agent or other
organization authorized by us to solicit customers for Circuit and to offer you
subscriptions to Circuit. In general, a Unify Partner will arrange for a
contract between you and us. A true reseller providing Circuit on their own
account will indicate so in their terms and conditions.
means statistical data, analytics, trends and usage information derived from each
Circuit User’s use of Circuit. Usage Data includes, by example and without
limitation, aggregated quantitative information about number of active users, IP-address
from where the Circuit User logs in, activity of the Circuit User, used
bandwidth, storage space or CPU capacity.
means an account created by you within the Circuit administration console,
usually for an Circuit User. Unless you give us other directions, we will keep
the Circuit User Data related to that User Account for the term of your
“User Help Desk”
or UHD is a special helpdesk service that provides dedicated support for