Legal

IMPORTANT – READ CAREFULLY BEFORE ACCEPTING THESE TERMS.

THESE TERMS OF USE AND THE APPLICABLE WEBSITE TERMS OF USE (COLLECTIVELY THESE “TERMS”) ARE BETWEEN YOU AND AVAYA INC. A DELAWARE USA CORPORATION WITH AN ADDRESS AT 4655 GREAT AMERICA PARKWAY, SANTA CLARA, CALIFORNIA 95054 UNITED STATES OR THE APPROPRIATE AVAYA AFFILIATE PROVIDING THE SERVICES (“COMPANY”) PROVIDED UNDER THESE TERMS AS FURTHER DESCRIBED IN ANY APPLICABLE SERVICE DESCRIPTION FOR THE SERVICES (HEREINAFTER, “SERVICE”) TO YOU AND CONTAIN TERMS AND CONDITIONS THAT GOVERN YOUR USE AND PURCHASE OF AVAYA HOSTED SERVICES.

YOU REPRESENT THAT YOU ARE A CORPORATION, COMPANY OR OTHER BUSINESS ENTITY, AND NOT A CONSUMER, AND THAT YOU HAVE AUTHORIZED THE PERSON ACCEPTING THESE TERMS TO BIND YOU TO THESE TERMS. THE PERSON ACCEPTING THESE TERMS ON YOUR BEHALF REPRESENTS THAT HE OR SHE HAS READ THESE TERMS IN FULL AND HAS FULL LEGAL AUTHORITY TO LEGALLY BIND YOU TO THESE TERMS. SUCH PERSON’S ONLINE ACCEPTANCE OF THESE TERMS WILL HAVE THE SAME LEGAL EFFECT AS IF YOU WERE PROVIDING A HANDWRITTEN SIGNATURE OF ACCEPTANCE. IF SUCH PERSON DOES NOT HAVE SUCH AUTHORITY OR IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS, SELECT THE “REJECT” (OR EQUIVALENT) BUTTON AT THE END OF THESE TERMS (IF SUCH A BUTTON EXISTS), OR DO NOT USE OR ACCESS THE SERVICES. OTHERWISE, SELECT THE “ACCEPT” (OR EQUIVALENT) BUTTON AT THE END OF THESE TERMS TO SIGNIFY THAT YOU AGREE TO THESE TERMS. IF AN ACCEPT (OR EQUIVALENT) BUTTON IS NOT PRESENT, THEN YOUR USE OR ACCESS OF THE SERVICES SIGNIFIES THAT YOU AGREE TO THESE TERMS. THESE TERMS ARE EFFECTIVE AS OF THE DATE YOU EITHER SELECT THE “ACCEPT” BUTTON OR DOWNLOAD, ACCESS OR USE THE SERVICES. YOU RECOGNIZE AND AGREE THAT THE SERVICES ARE FOR BUSINESS USE AND NOT FOR CONSUMERS, AND YOU REPRESENT AND WARRANT THAT YOU WILL USE THE SERVICES FOR BUSINESS PURPOSES ONLY AND NOT FOR PERSONAL, FAMILY, HOUSEHOLD, OR ANY OTHER CONSUMER PURPOSE.

CUSTOMER ACKNOWLEDGES AND AGREES THAT UNLESS THE SERVICE DESCRIPTION EXPRESSLY STATES OTHERWISE, THE SERVICE DOES NOT COMPLY WITH THE REQUIREMENTS OF THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT, AS AMENDED, AND ITS IMPLEMENTING REGULATIONS (“HIPAA”). UNLESS THE SERVICE DESCRIPTION EXPRESSLY STATES OTHERWISE, CUSTOMER AGREES THAT IT WILL NOT USE THE SERVICES TO CREATE, RECEIVE, TRANSMIT, MAINTAIN, STORE, USE, DISCLOSE, OR OTHERWISE CAUSE THE SERVICES TO HANDLE PROTECTED HEALTH INFORMATION (“PHI”) AS DEFINED UNDER HIPAA. CUSTOMER RETAINS FULL RESPONSIBILITY TO ENSURE THAT THE SERVICES ARE ONLY APPLIED TO USE-CASE SCENARIOS WHERE THE SERVICES DO PROVIDE THE NECESSARY LEVEL OF SECURITY AND PRIVACY PROTECTIONS. CUSTOMER’S AGREEMENT TO THIS PROVISION IS A MATERIAL CONDITION OF MAKING THE SERVICES

AVAILABLE TO CUSTOMER. In addition to any indemnity requirements in these Terms, Customer shall indemnify, defend and hold harmless Company, Company Affiliates and all of the directors, officers, managers, partners, employees, agents, representatives, heirs, successors and assigns of Company and each of Company’s Affiliates against all actions, claims, losses, penalties, fines, assessments, administrative costs, credit protection costs, damages and expenses (including reasonable attorneys’ fees) arising out of Customer’s violation of the provisions of this section, caused in whole or in part by any act or omission of Customer, or of anyone employed by or acting as a subcontractor, representative or agent of Customer. Any limitation on liability set forth in these Terms or any other agreement between Company or its Affiliates and Customer shall not apply to Customer’s liability under this provision.

“Affiliate” means, with respect to either party, an entity that is directly or indirectly controlling, controlled by, or under common control with a signatory of these Terms. For purposes of this definition, “control” means the power to direct the management and policies of such party, directly or indirectly, whether through ownership of voting securities, by contract or otherwise; and the term “controlled” has the meaning correlative to the foregoing. “Customer,” “You”, or “Your” as referenced herein means the legal entity which is accepting these Terms, placing an order under these Terms, or is downloading, accessing or using the Services (or has permitted somebody to do so on its behalf). Customer and Company will cause their Affiliates to comply with these Terms.

Any and all use of Smart IP Services is subject to and conditioned upon compliance with the following Acceptable Use Policy (“AUP”). If you have an Agreement with Smart IP, this AUP is incorporated into and made a part of your Agreement with Smart IP.