Softphone licence agreement

1.     Licence

We grant to you a royalty free, non-exclusive and non-transferable licence to use our Softphone for your own personal use on a compatible; single computer, workstation, mobile telephone, tablet or other compatible digital device in accordance with these terms and conditions:

1. we reserve the right to add additional functionality to the Softphone which will be deemed to form part of the Softphone. This licence will continue to apply in all respects to the Service and the updated Softphone;
2. this licence relates to the access and use of the Service and the Softphone on a royalty free basis. The use of any paid services associated with the Softphone may also attract additional terms and conditions;
3. you acknowledge that the Softphone may be supplied or used in conjunction with hardware, software and other services supplied by other parties. We shall not be liable for any loss or damage arising from the use of products or services which have not been supplied by us or which are outside our control;
4. your mobile network carrier may prohibit or restrict the use of Softphone functionality over their network and may also impose additional fees, or other charges in connection with using a Softphone application;
5. you acknowledge that you have read and understand any restrictions and charges imposed by your mobile network carrier; and
6. we will not be held liable for any charges, fees or liability imposed by your mobile network carrier for use of the Softphone application over your mobile carrier’s network.

2.     Conditions of use

This licence only permits you to do the following:

1. install, access, display, run and otherwise use the Softphone on a single computer, workstation, mobile telephone, tablet or other approved digital device; and
2. access the Service by registering the Softphone using your personal Username, Password and other registration details issued to you by us.

3.     Restrictions on use

3.1       You must:

1. use this licence in good faith and in accordance with the laws of Australia;
2. ensure that the Softphone or part thereof is used only by you;
3. ensure that the Service is accessed only by you and is protected from any form of unauthorised use;
4. ensure that the Softphone is accessed via a secured network;
5. use your best endeavours to preserve the goodwill that subsists in the intellectual property rights of the Softphone;
6. comply with directions of any regulator and all reasonable directions of us;
7. follow any additional reasonable instructions from us in relation to the use of the Softphone; and
8. notify us immediately if you become aware of any potential or actual infringement of any intellectual property rights in relation to the Softphone.

3.2       You must not:

1. unless permitted by the Copyright Act 1968, alter, modify, reverse engineer, decompile, translate or adapt the Softphone in any way whatsoever;
2. rent, lease, licence, lend, resupply or on supply the Softphone;
3. disclose your personal Username, Password and other registration details to another person or permit another person to use your personal Username, Password and other registration details to access the Service or the Softphone;
4. sub-licence, assign or transfer this licence or the Softphone to any other person without our written permission;
5. permit any act which infringes our copyright in the Softphone other than in accordance with these terms and conditions;
6. make available the Softphone or part thereof, or access to the Service, to another person other than in accordance with these terms and conditions;
7. remove or alter any marking or information whatsoever which may be attached to or form part of the Softphone and which identifies us or its related entities as the owner of copyright in the Softphone;
8. communicate or reproduce the Softphone other than in accordance with these terms and conditions; and
9. tamper, reverse engineer or modify or attempt to tamper, reverse engineer or modify the software.

3.3       Specific conditions

It is a specific condition of this Agreement that you will not use, or attempt to use, the Service or the Softphone;

1. to break any law or to infringe another person’s rights;
2. to expose us to liability;
3. to transmit, publish or communicate material which is defamatory, offensive, abusive, indecent, menacing or unwanted;
4. to block or hinder other people’s access to or ability to use the Service or any third-party service; or
5. in any way which damages, interferes with or interrupts the Service, our network or any other suppliers or third-party network.

4.     Specific requirments and warnings

1. you must ensure that your access to the Service is not illegal or prohibited by laws which apply to you;
2. you agree to take all precautions reasonably necessary to ensure that the process which you employ for accessing the Service or using the Softphone does not expose you to the risk of viruses, malicious computer code or other forms of interference which may damage your computer system;
3. you acknowledge that the Softphone will be installed on your computer, workstation, mobile telephone, tablet or other digital device and will require access to your device and network connectivity for the sole purpose of communicating with other users of the Softphone and other telecommunication networks;
4. you acknowledge that the Softphone makes use of your internet connection and or mobile phone plan data send and receive data as part of its normal operation. This data may contribute to the upload and download limits which may be imposed by your internet service provider or mobile phone carrier;
5. you acknowledge that the Softphone, Service and our Network is not intended to be used to make any emergency calls of any type; and
6. if you use the Softphone to record telephone conversations, you must abide by the laws in your jurisdiction regarding the recording of calls, which may include notifying the called or calling party that the conversation is being recorded.

5.     Our intellectual property

You acknowledge and agree that:

1. we are is the owner or licensee of all industrial and intellectual property rights which may subsist in the Softphone and the Service (including but not limited to text, graphics, logos, icons and sound recordings) and you do not gain any such rights simply because of this licence, by using the Softphone or accessing the Service; and
2. you may not in any form or by any means adapt, reproduce, communicate, store, distribute, print, display, perform, publish or create derivative works from any part of the Software without our written permission or, in the case of third-party material, from the owner of copyright in that material.

6.     Trademarks

Except where otherwise specified, any word or device to which is attached the XPhone or MOVOX ‘X’ symbols are a trade mark of ours or its respective owner.

You are not permitted to use any of our trademarks other than if you:

1. use them in reference to our activities, products or services; and
2. include a statement attributing the trade mark to us.

You must not use any of our’ trade-marks:

1. in or as the whole or part of your own trade mark;
2. in connection with activities, products or services which are not ours;
3. in a manner which may be confusing, misleading or deceptive; or
4. in a manner that disparages us or any of its information, products or services (including but not limited to this licence, the Softphone and the Service).

7.     Changes in terms and conditions

We may at any time vary these terms and conditions which will be deemed to have been affected by making the terms and conditions, as varied, available upon your next use of the Softphone or Services or by visiting our website at www.movox.com.au.

8.     Security of information

We do not guarantee or warrant the security of any data that is transmitted using the Softphone or via the Service, regardless of whether the data represents voice, text messages or any other form of communication.

9.     Exclusion of warranties and liability

To the extent permitted by law, we hereby exclude any condition or warranty which would otherwise be implied into these terms and conditions.

1. we do not accept any responsibility for any interference or damage to your computer, workstation, mobile telephone, tablet or other digital device which arises in connection with your use of the Softphone or accessing the Service including, without limitation, any virus or other code that is contaminating or destructive by nature, and you are responsible for implementing and maintaining sufficient procedures to satisfy your particular requirements for accuracy of data input and output as well as protection from such viruses or other code that may contaminate or destroy your system or data;
2. we do not guarantee or warrant uninterrupted access to the Softphone, the Service or any particular level of quality of service in relation to (directly or indirectly) access to the Softphone, Service or another User;
3. we do not make any guarantee or warranty in relation to call access or termination of calls made using the Softphone or another telephone service or otherwise which is not under our control;
4. we do not warrant, guarantee or take any responsibility for the accuracy, adequateness or completeness of any information which is made available via the Softphone, or Service and we do not accept any responsibility for any loss suffered (directly or indirectly) as a result of reliance on any such information;
5. we do not accept responsibility for any loss or damage however caused (including through negligence) which you may directly or indirectly suffer in connection with your use of the Softphone or access to the Service;
6. you agree that the entire risk arising out of (directly or indirectly) use or performance of the Softphone or access to the Service is with you;
7. the exclusion and limitation of warranties and liabilities set out in these terms and conditions does not attempt or purport to exclude liability arising under statute if, and to the extent that, such liability cannot be lawfully excluded;
8. you indemnify us from and against any damage, loss or cost including solicitor client costs and expenses incurred by us resulting from any breach by you of this agreement or through your use of the Softphone or our Service;
9. where legislation implies any condition or warranty, and that legislation prohibits us from excluding or modifying the application of, or its liability under, any such condition or warranty, that condition or warranty will be deemed included in this licence; and
10. to the extent permitted by law, we will not be liable to you for any consequential, indirect or economic loss or damage suffered by you and, without limitation, our liability in any event will be limited to one or more of the following:

If the breach relates to goods:

• the replacement of the goods or the supply of equivalent goods, or
• the repair of such goods, or
• the payment of the cost of replacing the goods or of acquiring equivalent goods, or
• the payment of the cost of having the goods repaired; and

If the breach relates to services:

• the supplying of the services again, or
• the payment of the cost of having the services supplied again.

10.    Term and termination

1. this licence shall commence on the date of first use of the Softphone, and shall remain in force until terminated in accordance with this clause 10;
2. we may terminate any and all provisions of this licence and your use of the Softphone at any time and for any reason upon written notice;
3. if you receive written notice from us terminating this licence, you must stop using the Softphone immediately and delete the Softphone from your computer, workstation, mobile telephone, tablet or other digital device;
4. you may terminate this licence at any time by removing and deleting all copies of the Softphone which are stored on your computer, workstation, mobile telephone, tablet or other digital device; and
5. any provision contained in this agreement which by its nature is meant to survive termination of the agreement will survive any such termination.

11.    Governing law

Your use of the Softphone and Service are governed by the laws the laws of, and the parties irrevocably submit to the exclusive jurisdiction of the courts of the State of Victoria, Australia or the courts of the State in which you reside if that is different.

Each Party waives its rights to claim that any action brought in that State is brought in the wrong or an inconvenient forum.

12.    General

1. we do not accept any liability for any failure to comply with these terms and conditions where such failure is due to circumstances beyond our reasonable control;
2. if we waive any of its rights under these terms and conditions on one occasion, this does not mean that those rights will automatically be waived on any other occasion;
3. if any of these terms and conditions is held to be invalid, unenforceable or illegal for any reason, the remaining terms and conditions shall nevertheless continue in full force; and
4. we may amend this agreement at any time without providing notice to you. Your continued use of the Softphone or Service shall be deemed to be your acceptance of any amendment. You agree to check our website periodically and review any amendment made by us.