Terms of Service Production (TOSP) for Unify Phone Service

For End Customers obtaining access to Unify Phone Service

Effective as of May, 2023

The Unify Phone Service is a cloud service produced by Unify Software and Solutions GmbH & Co. KG (“Unify”) with its registered office at Otto-Hahn-Ring 6, 81739 München, Germany, delivering soft-client functionality out of the cloud for OpenScape VoIP platforms deployed on customer premises. The cloud service is sold and activated by specific licenses of the respective VoIP platforms, which can be purchased from local Unify Affiliates or from Accredited Resellers. Unify produces the Unify Phone Service and makes it available for customers under the TERMS OF SERVICE PRODUCTION (herein referred to as “TOSP” or the “Agreement”) in this document, which forms a binding agreement between the entity purchasing the Unify Phone Licenses for final use (herein referred to as “You” or the “Customer”) and the “Provider” of Unify Phone Services which is the Unify Affiliate selling the licenses to You or Unify directly in case the licenses are sold by an Accredited Reseller.

Unify, or the applicable Unify Affiliate, and Customer are collectively referred to as the “Parties” and individually referred to as a “Party”,

where the Parties agree as follows:

1. Registration, Click & Accept, Relation to Other Agreements

1.1 This Agreement is the only applicable agreement for the use of the Unify Phone Service unless You have a different agreement on Unify Cloud Services with a Unify Affiliate which explicitly replaces this Agreement, e.g. a managed services agreement or cloud framework agreement covering the Unify Phone Service.

1.2 To use the Unify Phone Service on your OpenScape VoIP platform You must a) have a Software Assurance and a Software Support Agreement for your OpenScape VoIP platform, b) have subscribed to the Unify Phone Licenses relevant for your OpenScape VoIP platform (See Annex 6), c) have accepted this Agreement and the associated Data Processing Agreement (DPA), and d) have registered for the Unify Phone Service on the Unify Phone Service platform (phoneapp.unify.com/tenant/login/). Customers of Unify Affiliates will receive this Agreement with the offer of the Unify Phone Licenses and accept it with the order of the licenses. Reconfirmation of acceptance is required with the registration. Customers of Accredited Resellers will be presented with this Agreement on the above registration page for Click & Accept. After successful completion of the four prerequisites, the cloud service is activated, integrated with your OpenScape platform, and provisioned for use.

1.3 The person accepting this Agreement represents and warrants to have the authority to bind the business or organization on whose behalf he or she is acting. The person will be registered by Unify as Customer Contact for all further communications.

1.4. The Agreement consists of the terms and conditions contained herein and the following annexes, all of which are incorporated into and form an inseparable part of this Agreement:

Annex 1: Definitions: In this document

Annex 2: Product and Service Description for Unify Phone (as add-on to Unify Video):Available online
https://unify.com/en/legal-information/unify-phone-add-onto-unify-video-product-and-service-description

Or Product and Service Description for Unify Phone for OpenScape: Available online
https://unify.com/en/legal-information/unify-phone-for-openscape-product-and-service-description

Annex 3: End-user License Agreement (EULA): Available online
https://unify.com/en/legal-information/end-user-license-agreement-eula-for-the-use-of-unify-software

Annex 4: Acceptable Use Policy (AUP): In this document

Annex 5: Data Processing Agreement (DPA):
https://unify.com/en/legal-information/unify-phone/dpa

Annex 6: Unify Phone License Descriptions and Service Fee Structure: In this document

2. Feedback about Unify Phone Service
Unify will own any information and data that You/Users will provide about the tests they have done, the test results, and other material such as screenshots, recordings, concepts, etc. (collectively, “Feedback”). 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. 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 Unify Phone Service or the Documentation or any other of Unify’s products, software, services or other items. These rights shall survive this Agreement.

3. Customer’s Responsibilities

3.1 You must at all times comply with all laws and regulations applicable to the use of Unify Phone Service, including privacy laws and regulations with respect to Personal Data and User Data. Unless otherwise agreed upon, Unify is not responsible for compliance with any laws or regulations specific to Customer or Customer’s industry, nor does Unify determine whether Customer’s data includes information subject to such specific laws or regulations.

3.2 You are entirely responsible for any and all activities that occur within Your Unify Phone Service Tenancy with your User Data. You are the Data Controller of the personal data processed for the purpose of the provision of the Unify Phone Service and in this respect, You guarantee that You have taken all necessary steps to ensure that your obligations are complied with in accordance with the applicable data protection law. See Art. 4 on Unify’s and Your Provider’s obligations regarding the protection of your User Data.

3.3 You will indemnify, defend and hold harmless Unify, the Unify Affiliate and Your Accredited Reseller from any and all third-party claims, liability, damages and/or costs (including, but not limited to, attorneys’ fees) arising from your violation of the clauses from this section 3 (Customer’s responsibilities) and 4 (Data Privacy).

3.4 You are responsible to upgrade your OpenScape VoIP Platform to the software level required for Unify Phone Service. Costs for software upgrades and update are not covered by this Agreement. The Unify Affiliate or Accredited Reseller of the Unify Phone Licenses are responsible to provide you with minimum software level requirements for your OpenScape VoIP Platform. Minimum software levels are subject to change.

3.5 You are responsible for configuring your OpenScape VoIP Platform and network border controls to allow for the integration with the Unify Phone Service. The associated costs are not covered under this Agreement. You will find the requirements in the Unify Phone Administration Guide.

4. Data Privacy

4.1 Your Provider will maintain appropriate and adequate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your User Data as provided for under this Agreement. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification, or disclosure of Your data by any third party or Your Provider’s personnel except (a) to provide the Unify Phone Service and prevent or address service or technical problems, (b) as compelled by law in accordance with the provisions of this Agreement, or (c) as expressly permitted in writing by You. To the extent that Your Provider processes any Personal Data (as defined in the attached Data Processing Addendum in Annex 5) on Your behalf, within the scope of rendering the Unify Phone Service, the terms of such data processing addendum (the ‘DPA’), are hereby incorporated by reference and the parties agree to comply with such terms.

4.2 The Unify Phone Service is only acting as a passive conduit for your Unify Phone Service User Data. Unify may not claim any ownership rights in your User Data and will not review, share, distribute, or reference your User Data except as provided herein or in the Annex 4 (Acceptable Use Policy) for Unify Phone Service, or as this may be required by applicable laws.

5. Security

5.1 You are entirely responsible for maintaining the confidentiality of the access credentials of your Users to their Unify Phone Service User Accounts. None of your Users may use any other User’s Unify Phone Service User Account at any time without the permission of the affected User.

5.2 You agree to notify the Provider immediately of any unauthorized use of your Unify Phone Service Tenancy or any other breach of security. Your Provider will not be liable for any loss that You might incur because of someone else using access credential of Your Users to their Unify Phone Service User Accounts, either with or without Your knowledge. You acknowledge and agree that in such an event You could in turn be held liable for losses incurred by Your Provider or another party due to someone else using access credentials of your Users to their Unify Phone Service.

6. Local availability may be limited
Unify Phone Service 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 the jurisdictions, states or countries of your Users and must not use Unify Phone Service, if such use would result in a breach of applicable laws. Unify reserves the right to modify or disable features and functionalities of Unify Phone Service and/or any related services, if required to comply with local applicable laws. Unify has the right to block access to Unify Phone Service from certain countries or jurisdictions. Such limitation or modification or disablement does not entitle You to prematurely terminate this Agreement.

Please contact Your Provider or Your Accredited Reseller, for the latest list of countries in which Unify Phone Service is available, and to learn about any functional variations applicable in certain countries or jurisdictions.

7. Emergency Services

You acknowledge that Unify Phone Service 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. Unify Phone Service does not support the special features required by emergency services, such as providing information about the location of the caller to the emergency service. Please note that this also applies if, technically, you could actually connect from Unify Phone Service 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.

8. License, Copyright and Ownership of Unify Phone Service

8.1 The Unify Phone Licenses you purchase from a Unify Affiliate or your Accredited Reseller grant, starting from the date of the registration, a worldwide, revocable (pursuant to any termination of this Agreement), non-exclusive, royalty-free and non-transferable right to access and use Unify Phone Service, including all future releases made available by Unify, from any technically compatible device that is controlled by your organization.

8.2 Save for the rights granted in clause 8.1 above, all title to and all Intellectual Property Rights in Unify Phone Service, 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 herein. You acknowledge that Unify Phone Service 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 Unify Phone Service.

8.3 You do not have any rights to disclose, sublicense, or otherwise transfer access to Unify Phone Service or any software that may be made available to You for download as part of your registration to Unify Phone Service, or the related documentation, or other of Unify’s proprietary information. You may not sub-rent or sub-lease Unify Phone Service to any third party, except for your Affiliates, unless explicitly agreed in writing with Unify. You may not reverse engineer, reproduce, de-compile or disassemble Unify Phone Service, except to the extent expressly permitted by applicable law. You agree not to claim or assert title to or ownership of Unify Phone Service.

9. Downloadable Software

9.1 In order to use some features of Unify Phone Service, or to use Unify Phone Service on some devices, You may have to download and install software, e.g. an app for a smartphone or tablet, or a plugin. Such software is licensed to You under these TOSP and, in addition, the terms of Unify’s End User License Agreement (EULA) shall apply (Annex 3).

9.2 You may copy such downloadable software for backup or archival purposes, or as part of using Unify Phone Service, 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. Distribution within your business or organization by other means than Unify Phone Service (e.g. internal software distribution system) is permitted only to the extent that downloadable software is distributed solely to and for the use of your Users.

10. Availability of Unify Phone Service and Service Levels

10.1 Service Demarcation
The service levels in this section apply to the Unify Phone Service up to the Internet access router of the data centers used to produce the cloud service. Excluded are in particular:

a) The Internet connection between the border elements of Your network and those data centers
b) The proper configuration, availability and functioning of on-premise equipment in your network, including but not limited to session border controllers, OpenScape VoIP platform, phones, or end-devices, the service levels of which are covered in the respective contract.
c) Any functional integration with other cloud services such as Microsoft 365.
d) Any onsite services on Your premises

You may obtain farther reaching Service Levels Agreements through Multi-Cloud Integration or Managed Services agreements with a Unify Affiliate of Accredited Reseller.

10.2 Availability SLA (Service Level Agreement)
Unify is obligated to use commercially reasonable efforts to generally provide the Unify Phone Service with 99.9% Availability on a calendar-monthly basis as defined below. Thereby, Downtimes exclude the following

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 Unify Phone Service. Customers will be notified about Scheduled Maintenance in text form at least two (2) days in advance.

b) Emergency Maintenance

In urgent cases, Downtime may be scheduled immediately if it is required to prevent or avoid damages, or to install bug-fixes which cannot be delayed until the next Scheduled Maintenance period, e.g. a security fix for a vulnerability that is considered to be “high”. Unify is obligated to attempt to notify the End-Customer, but a shorter notice period than for

Scheduled Maintenance may apply.

c) Availability Exceptions
These are Downtimes caused by:

Force Majeure Events;
Problems, Incidents and Defects caused by You, such as
- Despite Unify’s advice, you continue to use the Unify Phone Service in a manner that is dangerous or wrongful, in particular if such use violates the Acceptable User Policy (AUP) (Annex 4 , available online (see under Art. 1.5)
- Any unauthorized action or inaction from your employees, agents, contractors, or vendors with respect to the Unify Phone Service, or if anyone gains access to Unify’s network by using your passwords or equipment without your permission;
- Your failure to adhere to any required configurations, platforms, software or hardware;
Problems, Incidents and Defects caused by third parties’ software (including any third party services or software such as browsers that you use) or third parties’ hardware (including your network equipment), provided these are not under the control of Unify or were not recommended for the Unify Phone Service;
Failure of the Internet connection between you and Unify’s Point-of-Presence for the data centers providing the Unify Phone Service;

With Effective Downtime defined as

Effective Downtime=Downtime-Scheduled Maintenance-Emergency Maintenance-Availability Exceptions

the Availability is calculated as

Avalability=1- (Effective Downtime)/(Minutes per month)

whereby all times are measured in minutes , and the average minutes per month calculate to 365/12 X 24 X 60= 43,800.

10.3 Technical Support Services
Unless otherwise agreed upon, Unify provides technical support services for the Unify Phone Service in English and German language. Service Hours are between 8:00 and 17:00 Central European Time on Business Days. You are responsible to provide end-user support covering the Unify Phone Service. The end-user support accepts incident reports by Users and perform at a minimum the following troubleshooting and basic service requests
a) Ensure that the incident is clearly formulated
b) Ensure that customer systems such as network, devices or OpenScape Platform function properly
c) Provisioning and de-provisioning of Users

You may entrust a service partner including Your Accredited Reseller to provide such end-user support services. Move-Add-Changes (MACs) can generally be executed on the OpenScape VoIP Platform by end-user support.

Unify accepts incident tickets by your end-user support on the Atos Web service Portal (AWSP) using the following priorities to which Unify will respond within the shown Reaction Times:

Priority	Definition	Reaction Time Objective (Hours)
1	Incidents where the Unify Phone Service in its entirety is not Available to any of your Users	1
2	Incidents where the Unify Phone Service not available to a subset of Users or Significant Performance Degradations are experienced by Users, both in terms of application responsiveness or feature access	4
3	All other incidents	8

Significant Performance Degradations is defined as a Click-to-Call time of 10 seconds on average, loss of integrations with other cloud services causes by Unify Phone Service APIs, loss of User sessions, etc.

Reaction Time is measured from the point in time on where the incident ticket is received by Unify if that point in time falls with the Service Hours specified above otherwise when the next Service Hour period commences.

10.4 Product Defects

a) If there is a Defect in the software used by Unify to produce the Unify Phone Service, Unify will remedy such Defect provided that you open a support ticket under the terms of Art 10.3 and referenced therein without undue delay and in any case not later than five (5) Business Days from your knowledge of the Defect.

b) You will render reasonable assistance free of charge, in particular by a prompt implementation of any work-around solution or the sending of logs. In case you claim defects, which as per this TOSP cannot be considered as defects, e.g. because Unify is not responsible for the claimed defect or there is actually no defect, and you should have been able to recognize that with reasonable diligence when examining the claimed defect, Unify or your Accredited Reseller reserves the right to impose to a reasonable extent the costs incurred by Unify or by your Accredited Reseller to you.

c) Unify will decide, at their sole discretion, whether a workaround or a correction release of Unify Phone Service will be provided.

d) The provisions of this clause 10.4 are exhaustive with respect to claims based on Defects. Unify Phone Service is otherwise provided “as is” and as available. Save as explicitly described in the TOSP, 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

e) If the Defect is not remedied and materially impairs your use of Unify Phone Service in accordance with the TOSP on an ongoing basis, You may terminate your Unify Phone Service Tenancy. 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.

11. Intellectual Property Rights Indemnification

11.1 Unify will indemnify You against liability resulting from (a) a final judgment in proceedings brought by a third party against You that determines that a Unify Phone Service infringes such third party’s Intellectual Property Rights, or (b) a written settlement reached between You and the third party with respect to the infringement of Intellectual Property Right, provided that Unify gave prior written consent to the settlement, including reasonable costs incurred in connection therewith.

11.2 Unify may also, at its sole discretion and cost, procure from such third party the Intellectual Property Rights necessary to continue to provide a Unify Phone Service to You; or modify or replace the respective part of the Unify Phone Service with substantially similar functionality to avoid the infringement. If Unify fails to provide these remedies, either Party may terminate the Cloud Services Agreement without regard to any minimum term and You will be refunded any remaining prepaid Fees.

11.3 You will not acknowledge any alleged infringement. In the event You elect to cease using the affected part of a Unify Phone Service, or the Unify Phone Service 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.

11.4 Unify’s obligation to indemnify You is subject to You (a) notifying your Accredited Reseller and 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, as far as legally permissible, 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 clause 11.2.

11.5 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 a Unify Phone Service in a manner not authorized by or contrary to your Accredited Reseller’s and Unify’s instructions or for a purpose not reasonably contemplated by your Accredited Reseller and Unify; (b) the use of any component of a Unify Phone Service in combination with any hardware equipment, system environment or third-party applications not specifically approved by your Accredited Reseller and Unify; (c) with respect to downloadable software and without limitation to your rights under Open Source Licenses, a modification thereof that was done without Unify’s prior written consent; (d) use of a Unify Phone Service outside the scope of the rights of use granted to You under this Agreement; (e) with respect to downloadable software, your failure to use corrections provided or recommended by your Accredited Reseller and 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 or your Accredited Reseller followed a design or instruction furnished or given by You.

11.6 The provisions of this clause, paragraphs 11.1 to 11.5 are exhaustive with respect to claims related to an alleged or actual infringement of third-party Intellectual Property Rights. All other rights and remedies shall be excluded.

11.7 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 clause 11.5; (b) the ability of Unify to defend against the alleged claim has been prejudiced by your failure to comply with any requirements of clause 11.4; or (c) the claim arises from the use of the Customer Network.

12. Liability

12.1 Unify’s total cumulative liability whether by way of indemnity or otherwise arising out of or in connection with the TOSP shall be limited to the lesser of (i) the amounts paid or payable under this Agreement during the past six (6) months or (ii) one hundred thousand Euro (EUR 100.000).

12.2 Unify shall not be liable for loss of profit, indirect damages, consequential damages, including loss of business, loss of contracts, interruption of business, expenditures incurred and rendered unnecessary, loss or corruption of User Data, or claims raised by a third party against You, unless otherwise specified in this Agreement.
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 essential purpose.

12.3 Unify’s liability for loss or corruption of User Data shall be limited to the time and cost for restoring the data from the regular, general backups of the Unify Phone Service platform Unify makes as part of Unify’s normal operations. It is otherwise your obligation to ensure that important User Data is not stored on Unify Phone Service alone, and to provide for backups or copies of User Data on a regular basis. You will not use Unify Phone Service as your sole means of storing such important data.

12.4 Nothing in the TOSP shall be construed to limit your, Unify’s or your Accredited Reseller’s liability for fraud or fraudulent misrepresentation, intentional acts or omissions, bodily injury, gross negligence as well as liability under a guarantee, or any mandatory applicable laws.
Those liability provisions will apply equally to your Accredited Reseller. For the avoidance of doubt, there shall be no cumulative nor joint liability between Unify and your Accredited Reseller.

13. Free of Charge Licenses

13.1 Unify may, at its sole discretion, provide free-of -charge licenses for the Unify Phone Service for temporary trials, evaluations, proof of concepts or other purposes. To use such licenses you must fulfill the requirements a), b) and c) of Art 1.2 (obtain and install the respective licenses, accept this Agreement, perform the registration). You will not be charged for Free-of-Charge licenses by the Unify Affiliate or Accredited Reseller.

13.2 For free-of-charge-licenses, Art 10 (Availability of Unify Phone Service and Service Levels) does not apply. Unify, and the Unify Affiliate or Accredited Reseller granting You free-of-charge licenses disclaim (a) any and all warranties with respect to Unify Phone Service and the related documentation, whether express or implied, including specifically implied warranties of merchantability and fitness for a particular purpose; and (b) any liability for any problems in or caused by your free-of-charge subscription of Unify Phone Services, whether direct, indirect, special, or consequential, including loss of profits.

13.3 Unify shall not be obligated to remunerate You for your own costs for conducting a trial, evaluation of proof-of-concept, or for sharing the results with Unify. Art 2 of this Agreement on Feedback is in full force.

13.4 You shall not use Unify Phone Service with free-of-charge licenses in any way where you cannot afford to lose User Data or a loss of telephony capabilities. You shall have a back-up telephony system or service available.

13.5 When a free-of-charge subscription of Unify Phone Service terminates it may be converted into a pay-for subscription by purchasing the respective Unify Phone Licenses. You cannot use free-of-charge and pay-for license at the same time on the same OpenScape VoIP Platform. The Unify Affiliate or Accredited Reseller granting You free-of-charge licenses are not obligated to offer You pay-for licenses for Unify Phone.

14. Term and Termination, Suspension

14.1 The initial term of your subscription to Unify Phone Service, the terms of renewal, increases and decreases, as well as the service fee structure depend on the Unify Phone License You purchased and are specified in Annex 6: Unify Phone License Descriptions and Service Fee Structure.

14.2 You can terminate this Agreement at any time with sixty (60) days advance notice to the Unify Affiliate or Accredited Reseller you purchased the Unify Phone Licenses from.

14.3 Your access to Unify Phone Service may be suspended by Your Provider in its entirety or in parts without liability and without giving prior notice, in case (a) it is reasonably determined that You or your Users have grossly violated the provisions in these TOSP or (b) Unify is ordered to do so by a court or authority in any country or c) of a delayed payment of the service fees, as defined in Annex 6. Upon such suspension, access to all Your Users and User Data may be deactivated or barred, without any refund or compensation being granted to You. Your Provider reserves the right to terminate this Agreement for cause if You cannot prove that You have cured the reason for the suspension.

14.4 Notwithstanding the subscription terms of Your Unify Phone Licenses, Unify has the right to discontinue the Unify Phone Service with twelve (12) months advance notice, at which point this Agreement would terminate.

14.5 This Agreement also terminates automatically with the termination of the Software Subscription License Agreement, PAYGO Agreement for your OpenScape Voice or OpenScape Business Platform, respectively, if such agreements are in effect. See Annex 6.

14.6 At the effective date of the termination of this Agreement, the Unify Phone Service is suspended for 30 (thirty) days. Upon expiry of that period, all of your Users will be completely removed together with all User Data that such Unify Phone Service Users may have (still) stored in the respective Unify Phone Service. You are responsible to inform Users about downloading their Call Journal Data prior to the termination becoming effective. With the exception of the download facility, You will also cease to use any part of Unify Phone Service even if it should still be available to You. Upon termination for good cause attributable to You, Unify may allow Users to download Call Journal data, dependent on the payment of all outstanding fees.

15. Changes to Unify Phone Service and the TOSP

15.1 Unify may, at any time and at its sole discretion, further develop and expand Unify Phone Service and may replace or update or extend certain functionalities of Unify Phone Service 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 Unify Phone Service to You, if this does not materially impair the provision of Unify Phone Service to You. Where feasible, Your Provider or your Accredited Reseller will announce possible changes in Unify Phone Service that affect the system requirements, adequately in advance.

15.2 At any time, the terms of these TOSP and the other terms and conditions referenced by it may be changed, or functionality be added to Unify Phone Service or removed or other changes be implemented that require changes on your side, such as a change of your browser, microphone settings or the exporting of data. In this case, Your Provider or your Accredited Reseller will provide You with thirty (30) day notice by sending an email to the Customer Contact, and, at Unify’s discretion, also in other suitable forms. If you continue to use the Unify Phone Service 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 Unify Phone Service Tenancy with effect as of the date the change to the terms of the TOSP becomes effective, subject to a prior ten (10) day written notice from the date the change became effective. If a change must be implemented due to a requirement under applicable laws which cannot be reasonably and in a legally compliant manner be avoided or circumvented, there shall be no right on your side to terminate the Unify Phone Service.

16 Compliance with Export Control and Customs Regulations

16.1 All Products, including but not limited to items/commodities (“Items”) (goods/hardware, software and technologies and/or Services) may be subject to export laws and regulations and/or to national, foreign and international regulations. The Parties acknowledge that violations to such laws and regulations are prohibited and that compliance with applicable rules and regulations, including but not limited to export control regulations of the European Union and the United States of America must be ensured at all times.

16.2 Unify will perform all necessary and appropriate procedures for requesting any export authorizations required for deliveries to you, provided Unify will be the legal Exporter of Record for the deliveries. You will provide assistance, required documentation and certificates requested by Unify to obtain required authorizations or to review, ensure and document compliance with applicable laws and regulations.

16.3 Should the required authorizations not be granted, granted with delay, granted with a reduced scope, be revoked or not renewed, Unify shall not be liable towards You. Such events shall be considered as a Force Majeure event.

16.4 You shall obtain in due time all required import licenses required for the Items imported from Unify. Unify will, on reasonable request, provide reasonable assistance and documentation in support of the import licensing process.

16.5 You are aware that Items supplied under Export licenses are provided for a specific end use and End User and may be subject to specific provisions and conditions. You will respect the contents of the applicable governmental licenses and authorizations and the certificates signed in the licensing process. You will not sell, transfer or make otherwise available items delivered under Export Licenses to any End User, end use or destination deviating from the contents of the Export License unless such action was authorized by the competent authority issuing the original export authorization.

16.6 You will only transfer, export or re-export Items received from Unify to reliable partners. They will ensure that Items are not made available in any way to parties, destinations and End Users under embargo, excluded from business or otherwise under relevant sanctions by Germany, the European Union, the USA or the United Nations.

16.7 You will not re-export any controlled technical information / technology under this Agreement.

16.8 In case of re-export of any Item by you and unless Unify is the legally defined Exporter of Record, you shall be responsible for the overall export process. You shall bear all costs related to export control for such re-export.

16.9 For the avoidance of doubt and subject to this Agreement, if You transfer the Items delivered by Unify or works and services (including all kinds of technical support) performed by Unify to a third party worldwide, You are solely responsible to comply with all applicable national, EU and international import, export and re-export control regulations, if any.

16.10 You shall indemnify and hold harmless Unify from and against any claim, proceeding, action, fine, loss, cost and damages arising out of or relating to any noncompliance with export control regulations by You, and You shall compensate Unify for all losses and expenses resulting thereof.

165.11 You warrant that the Items shall not be used for design, development, or production of any nuclear, military, ballistic, biological or chemical weapons. You undertake to inform Unify immediately in case of breach of the said regulations and/or an investigation lead by according relevant national authorities.

16.12 If due to circumstances attributable to You, Unify is questioned by judicial or administrative authorities, You shall be held responsible and may be required to compensate Unify for damages caused.

16.13. Unify shall not be held responsible of any regulatory evolution, including but not limited to revoked authorizations.

17. Service Remuneration and Payment Terms

17.1 The service is remunerated exclusively via the Unify Phone Licenses license fees structure described in Annex 6: Unify Phone License Descriptions and Service Fee Structure.

17.2 All rates, fees, and charges are exclusive of applicable taxes, for which You are solely responsible. Taxes may vary based on jurisdiction and the Services provided. If any withholding tax is levied on the payments, then You must increase the sums paid to the Provider or your Accredited Reseller so that the amount received by the Provider or your Accredited Reseller after the withholding tax is deducted is the full amount the Provider or your Accredited Reseller would have received if no withholding or deduction had been made.

17.3 The Provider or Your Accredited Reseller is entitled to adjust the agreed service/license fees at its reasonable discretion (Section 315 of the German Civil Code (BGB)) during fixed subscription periods, for the first time with effect from the end of the 12th month of your subscription to Unify Phone Service and thereafter at most annually. Price developments of the respective price components which cannot be influenced by Unify shall be decisive for the exercise of discretion. The notification of a service fee adjustment shall be made sixty (60) days prior to the effective date and shall include an explanation of which factors and their overall development justify an adjusted service fee. In the event of a not insignificant increase in the service fees applicable at the time of notification, You may terminate the Unify Phone Service within the notice period. Any other claims in this regard are excluded. The rights from this paragraph shall be available to the customer in analogous application, whereby non-reducible marginal costs for the provision of services as well as already agreed service fees reductions during the term of the Agreement shall be taken into account.

18. Confidentiality

18.1 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, and employees of a Party, their related companies as well as Unify’s 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.

18.2 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 16, 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.

18.3 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.

18.4 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.

19. General Provisions

19.1 Proprietary Rights.
As to the trademarks, industrial design marks, names or domain names of Unify and of Unify’s suppliers (for the purpose of this clause, “Marks”), they retain ownership of all Intellectual Property Rights in all of the Marks associated with or used in or displayed with Unify Phone Service. You may not frame or utilize framing techniques to enclose any Marks of Unify or of Unify’s suppliers, or other proprietary information (including images, text, page layout, or form) of Unify or Unify’s suppliers without Unify’s express written consent. You may not use any meta tags or any other “hidden text” utilizing Unify’s or Unify’s supplier’s Marks without the respective Mark owner’s written consent.

19.2 Marketing
The Provider of Unify Phone Service may use Customer’s organization’s name, Mark and logo on Unify’s website. The Provider may also use Customer’s organization’s name, Mark and logo in Unify’s marketing materials, provided Customer pre-approves such use, not to be unreasonably withheld, in writing. Without requiring prior approval Unify may state the fact that Customer is a client of Unify and that Customer is using Unify Phone Service, without revealing specifics about the relationship.

19.3 Independent Parties
Customer and the Provider of Unify Phone Service 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 Customer nor the Provider of Unify Phone Service shall have any right, power, or authority to act or to create any obligation, express or implied, on behalf of the other Party.

19.4 Entire Agreement, Written Form
The TOSP, and any documents incorporated or referenced to herein, constitute the entire Agreement between the Customer and the Provider of Unify Phone Service relating to the subject matter thereof and supersede all prior agreements between the Customer and the Provider of Unify Phone Service 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.

19.5 Assignment
Neither Party may transfer, sublicense or assign any of its rights or obligations under this Agreement without the prior written consent of the other Party, such consent not to be unreasonably withheld, conditioned or delayed. Provided, however, that the Provider of Unify Phone Service may, without such consent, assign this Agreement and its rights and obligations hereunder (a) to an Unify Affiliate, or (b) in connection with the transfer or sale of all or substantially all of its business to which this Agreement relates, or in the event of its merger, consolidation, change in control or similar transaction.

Any attempted transfer, sublicense or assignment by either party in violation of this Section will be null and void.

Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties, their respective successors and permitted assigns.

19.6 Force Majeure
Neither party shall be responsible for any failure or delay in performance of its obligations under this Agreement (other than the obligation to make payments of money) due to any Force Majeure Event.

19.7 Severability
To the extent permitted by applicable law, the Parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event any individual provision of the Agreement is illegal, invalid, void, voidable or unenforceable, the remainder of the Agreement will continue in full force and effect. The Parties shall agree upon an effective provision that, insofar as legally possible, most closely reflects what the Parties intended.

19.8 Applicable Law / Court Venue
This Agreement shall be governed by the substantive law of Germany without regard to its principles of conflicts of laws.

The court venue shall be Munich, save where another court venue is mandatorily required by applicable law.

Annex 1 – Definitions

The capitalized terms used in these TOSP and the documents referenced herein are defined as follows:

“Acceptable Use Policy” or “AUP” means a framework of rules and regulations that aim to ensure that everyone who uses Unify Phone Service enjoys a productive, disruption-free and safe use of Unify Phone Service. It describes what is deemed to be acceptable use of Unify Phone Service, what not, and what will happen if there is a violation of the AUP.

“Accredited Reseller” means the company authorized by Unify to resell the Unify Phone Service. You may purchase Unify Phone Licenses from Your Accredited Reseller for Your OpenScape platform. You then will receive technical support from and via Your Accredited Reseller. If you buy Unify Phone Service licenses from an Accredited Reseller, the terms and conditions to use of the Unify Phone Service is covered by this Agreement directly between You and Unify.

“Agreement” means these TOSP, including any annexes, policies or other documents, incorporated by reference, that govern the use of Unify Phone Service.

“Affiliate” means, with respect to any company that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with either of the Parties, and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such company, whether through ownership of voting securities, by contract or otherwise.

“Applicable 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 Unify Phone Service User have its place of business. Applicable Export control Laws are a subset of Applicable Laws.

“Available” means for the Unify Phone Service to be available for access and use for You and Your Registered Users

“Availability Exceptions” means Downtime which are beyond Unify’s control and under which the Unify Phone Service cannot be provided in accordance with Unify’s SLA commitments, as outlined in section 10.

“Business Day” 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.

“Call Journal Data” means metadata collected by the Unify Phone cloud service on the calls a User had over a period of time. Call Journal Data are presented onto to users involved in calls.

“Confidential 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 person, such information and data cannot be considered as being of confidential nature.

“Customer Contact” is a person within your business or organization who is assigned to be our 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 Unify Phone Service. This person must be named during the registration process on the Unify Phone registration webpage.

“Customer Network” 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 Unify Phone Service.

“Data Processing Agreement” or “DPA” is an agreement for Personal Data processing under which Unify will collect, store, and process Personal Data.

“Defect” means a reproducible failure of Unify Phone Service to comply with the specification of Unify Phone Service as described in Product and Service Description (PSD) (Annex 2).

“Documentation” means the technical and/or functional descriptions that are provided or made available to the Customer along with Unify Phone Service. 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.

“Downtime” means a period of time where the Unify Phone Service is not Available.
“End User License Agreement” or “EULA” means our set of license terms and conditions for the use of software by end users. While Unify Phone Service 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.

“External Party” means an individual or a group of individuals who are not Users but had a telephone call as called or calling party with one or more Users.

“Force Majeure 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.

“Incident” means an event that affects the delivery of Unify Phone Service, e.g. an outage of Unify Phone Service. Incident priorities are further described in Product and Service Description (PSD) (Annex 2).

“Intellectual 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.

“Personal Data” means any information relating to an identified or identifiable natural person (“Data subject”); an identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his/her physical, physiological, mental, economic cultural or social identity.

“Producing Unify Phone Service, Produced” means to run the Unify Phone Service software in a data center, to enable means to access this software for Users, and to make all other products and services available which are collectively called Unify Phone Service. Unify Phone Service is Produced by Unify.

“Product and Service Description” or “PSD” means the description of Unify Phone Service and the services associated with it. Some functions of Unify Phone Service and the associated services may only be available if You order the respective Unify Phone License..

““Provider of Unify Phone Service” or “Provider”, means the entity You hold this Agreement with, which is either the Unify Affiliate you purchased the Unify Phone Licenses from or Unify in case You purchased the licenses from an Accredited Reseller.

“Purchase Volume” means the amount paid for active Unify Phone Licenses purchased from Unify or your Accredited Reseller.

“Regulator” means any public authority which has or from time to time may have supervisory or regulatory authority over your Accredited Reseller and/or Unify and/or Unify Phone Service in accordance with Applicable Laws over any aspect of the performance or fulfilment of any rights, entitlements or obligations related to Unify Phone Service.

“Software Assurance” refers to the OpenScape Software Assurance program which includes the provision of all software versions (software upgrades) officially released by Unify for the agreed software products of Unify that are listed in the system overview of the contract on the OpenScape Software, insofar as they are provided by Unify within the agreed term of the Software Assurance Contract. Software Assurance offers version upgrades, if available, which are designed to increase the functionality and compatibility of individual or all communication systems within a customer network. For the sake of clarity, Software Assurance is required for the OpenScape VoIP Platform, for which Unify Phone Services is licensed, it does not apply to the Unify hone Services themselves.

“Standard” 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.

“Subscription” means a business model in which a customer must pay a recurring price at regular intervals for access to a product or service.

“Tenancy” means a domain on a cloud service designed for the simultaneous use by multiple customers reserved for one individual customer.

“Third-Party 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.

“Unify Phone License” means a license which entitles to the use of Unify Phone Services. Depending on the OpenScape VoIP Platform, this license may either be granted by a dedicated license position for Unify Phone orderable from Unify Affiliates or Accredited Resellers for your OpenScape VoIP Platform, or may be an amendment to the Software Subscription License or PAYGO License of the respective OpenScape VoIP Platform. In any case, the Unify Phone licenses are subject to the terms of this Agreement including all attachments. The licenses also define the terms of the Unify Phone Service subscription and the service fee structure as per Annex 6 Unify Phone License Descriptions and Service Fee Structure.

“Unify Phone Service Tenancy” means a tenancy on the Unify Phone Service.

“Unify Phone Service User Account” means a User Account on Unify Phone Service. Note that the Unify Phone Service User Account may be provided by a User Account on another cloud service in cloud integration scenarios.

“Usage Data” means statistical data, analytics, trends and usage information derived from each Unify Phone Service User’s use of Unify Phone Service. Usage Data includes, by example and without limitation, aggregated quantitative information about number of Cloud Services Users, used bandwidth or CPU capacity.

“User” means an individual who is provisioned by You on your OpenScape VoIP platform for the use of Unify Phone.

“User Data” includes, but is not limited to, all data about and from You or one of the Users that was not there before you signed up for Unify Phone Service., including all data transmitted to Unify Phone by the OpenScape VoIP Platform such as phone number, name, etc. and Usage Data such as call entries and logs or other content and information that a User generates through using Unify Phone Service.

“User Account” means an account within a cloud service tenancy of a customer created for an individual User for logon, authentication, authorization, and User Data management purposes.

Annex 4 – Acceptable Use Policy (AUP) for Unify Phone Service

1.Definitions

Capitalized terms used herein have the meaning stated in the TOSP, unless they are explicitly defined otherwise.

2. Uses and practices that are not acceptable

Unify reserves the right to take any unlawful, prohibited, abnormal or unusual activity into account in making its determination about non- acceptable use. In particular, you will not, and will not allow or instigate third parties to, use Unify Phone Service for any unlawful, invasive, infringing, defamatory, or fraudulent purpose;
It is for instance not acceptable,

To use Unify Phone Services inbound or outbound telemarketing or call center operations;
To collect or harvest any personally identifiable information, including account names, from Unify Phone Service and in particular from the Unify Phone Service Directory, save where you have the explicit permission of the affected Unify Phone Service Users;
With any automated system, including without limitation, “robots,” “spiders,” “scrapers”, “bots”, “offline readers,” etc., that access Unify Phone Service in a manner that sends more requests, pings or other messages to the systems providing Unify Phone Service than a human can reasonably produce in the same period of time by using a conventional on-line web browser;
To interfere with the use of Unify Phone Service by other Users, or the equipment used to provide Unify Phone Service. In particular, you agree not to, and to not allow or instigate third parties, attempt in any way to make an effort to temporarily or indefinitely interrupt or suspend the services of a machine or network resource providing Unify Phone Service and render it unavailable e.g. any DoS (Denial of Service)-type or DDoS (Distributed Denial of Service)-type attack;
To alter, disable, interfere with or circumvent any security or access control aspect of Unify Phone Service;
To test or reverse-engineer Unify Phone Service in order to find limitations, vulnerabilities or evade filtering capabilities, save where explicitly permitted by Applicable Law.
You may not resell Unify Phone Service User accounts.
To the extent Unify Phone Service allows you to make outbound calls through other channels than your own telephone system, you may not call numbers (whether singly, sequentially or automatically) to generate income for yourself or others as a result of placing the call, other than for your individual business communications.
You may not use unusual calling patterns inconsistent with normal, individual subscription use, for example, regular calls of short duration or calls to multiple numbers in a short period of time.
Unify reserve the right to take other, similar practices for the detection of not-acceptable use of Unify Phone Services into account.

3. Reporting Violations of the Acceptable Use Policy

Reports of alleged violations of the AUP should be sent to Unify. Reports should include as much information as possible, in particular your name and contact information, and a description of the alleged violation. Unless otherwise required by Applicable Laws, Unify assume no general duty to respond to alleged violations. Unify will review all verified reports and will take such actions as it deems appropriate in their sole discretion.

4. Consequences of violations

Unify, at our option and without liability, permanently or temporarily suspend a Unify Phone Service User account or otherwise refuse to permit access to Unify Phone Service, if Unify determines that the Unify Phone Service User account is used contrary to this AUP or the TOSP. Unify will provide you, your organization’s Customer Contact and the Unify Phone Service Tenancy Administrator with notice of improper usage before suspension or termination of the relevant Unify Phone Service User account, unless due to the nature of the usage it is essential to act as quickly as possible to prevent damage. In particular but without limitation, Unify may do so if Unify becomes aware of any of the following prohibited actions:

An attempt to interfere with, or compromise the integrity or security of, or attempt to decipher any transmissions to or from, the servers and other underlying infrastructure running or providing Unify Phone Service;
Any action that imposes, or, as determined by Unify at our sole discretion, may impose, an unreasonable or disproportionately large load on the servers and other underlying infrastructure running or providing Unify Phone Service;
An attempt to interfere with the proper working of Unify Phone Service or to bypass the security measures Unify may use to prevent or restrict access to Unify Phone Service, including, but not limited to, registering with an invalid email address.
Note that in case of a service suspension due to an AUP violation by Customer or its users there will be no refund for the Unify Phone Licenses purchased by Unify or Accredited Reseller.

5. Changes to this AUP

Unify encourages you to periodically review this AUP. This AUP may occasionally be updated to reflect customer feedback, changes in Unify Phone Service, and updates to applicable laws. Prior to making such changes effective, You and your organization will be notified by Unify in advance through the Customer Contact by email.

Annex 6 – Unify Phone License Descriptions and Service Fee Structure

The subscription terms and the service fee structure for Unify Phone depend on Your OpenScape VoIP Platform and SW licensing model You have chosen for this platform and are provided in the following table.

1	OpenScape VoIP Platform	OpenScape Voice Platform		OpenScape 4000	OpenScape Business (OSBiz)
2	Platform SW Licensing	Perpetual License (CAPEX)	SW Subscription License (SSL)	Perpetual License (CAPEX)	Perpetual License (CAPEX)	PAYGO License
3	Unify Phone License	L30220-D622-B44 OpenScape Voice V10 Unify Phone User License Orderable per User	L30220-S622-L485 Unify Phone Product Instance is ordered per system	L30220-Y622-T490 OpenScape 4000 Unify Phone License Orderable per User	For each user order L30250-U622-B715 OpenScape Business Unify Phone User License	L30250-U622-B695 OSBiz Base PAYGO X3, X5, X8, S L30250-U622-B714 OSBiz Base PAYGO X1 No further UP license required. Service can be activated on OSBiz based on the already activated PAYGO base license
4	Subscription Start	The business day after Unify received the order	As each User is provisioned	The business day after Unify received the order	The business day after Unify received the order	As each User is provisioned
5	Initial Subscription Term	Evergreen with a 12 months minimum initial term	36 months minimum initial term, afterwards Calendar Year	Evergreen with a 12 months minimum initial term	Evergreen with a minimum term as defined in the Supplementary Agreement to Partner Agreement for Distributor for Software Subscription Licensing	Evergreen with a minimum term as defined in the Supplementary Agreement to Partner Agreement for Distributor for Software Subscription Licensing
6	Subscription Renewal	Not required	Annually until January 31st	Not required	Not required	Not required
7	License Increases	Anytime by ordering additional Unify Phone Licenses	Up to the defined volume limit in the Base License	Anytime by ordering additional Unify Phone Licenses	Anytime by ordering additional Unify Phone Licenses	Up to the defined volume limit in the Base License
8	License Decreases	Anytime 60-days in advance in writing	Anytime 60-days in advance in writing	Anytime 60-days in advance in writing	Anytime 60-days in advance in writing	Only measured quantities will be invoiced
9	Agreement Termination	Anytime 60-days in advance in writing	According to the terms of the SSL Agreement	Anytime 60-days in advance in writing	Anytime 60-days in advance in writing	According to the PAYGO Agreement
10	Payment Term	Direct – 30 days as per customer contract Indirect – as per cloud framework agreement	According to the terms of the SSL Agreement	Direct – 30 days or as per customer contract Indirect – as per cloud framework agreement	According to the PAYGO Agreement	According to the PAYGO Agreement
11	Billing Cycle	Calendar Monthly	Calendar Monthly	Calendar Monthly	Calendar Monthly	Monthly From the 16th of a month to the 15th of the next month
12	Billing Unit	Ordered Unify Phone License	Configured Unify Phone Client	Ordered Unify Phone License	Ordered Unify Phone License	Configured Unify Phone Client
13	Billed Quantity	Ordered Unify Phone Licenses	High Watermark	Ordered Unify Phone Licenses	Ordered Unify Phone Licenses	High Watermark

Explanations:

The OpenScape VoIP Platform is the platform You use in conjunction with Unify Phone Services.
The Platform SW Licensing model indicates how the SW of your OS VoIP Platform is licensed. All platforms support the perpetual license model, but for OpenScape Voice and OpenScape Business you might have chosen a subscription model, SW Subscription Licensing or the PAYGO model, respectively.
If Your platform is already licensed in a subscription model, Unify Phone Services are linked to that subscription, and no extra Unify Phone Licenses have to be ordered. If Your platform is licensed perpetually, a Unify Phone License per User have to be ordered.
The Unify Phone Service subscription starts the business day after Unify received the order of Unify Phone Licenses if Your OpenScape VoIP Platform is perpetually licensed and with the provisioning of the first User if your Your OpenScape VoIP Platform is licensed in a subscription model.
The Initial Subscription Term is the minimum duration of Your subscription of Unify Phone Services after Subscription Start under the terms of this Agreement. If Your OpenScape VoIP Platform is licensed perpetually, the minimum terms is 12 months, unless otherwise agreed upon. Unify Phone Service subscriptions are then Evergreen subscriptions which never expire unless explicitly terminated by Unify or You. If Your OpenScape VoIP Platform is licensed in a subscription model the subscription of Unify Phone Services co-terminates with your Software Subscription License for OpenScape Voice or with your PAYGO subscription for OpenScape Business, respectively. Co-termination means that the initial term for Unify Phone Services coincides with the remaining subscription term of Your OpenScape VoIP Platform.
Once the Initial Subscription Term for Unify Phone Services ends it is automatically renewed for another 12 months if your OpenScape VoIP Platform is perpetually licensed. For OpenScape Platforms licensed in a subscription model, Subscription Renewal for Unify Phone Services coincides with Subscription Renewal for Your platform (co-termination)
For OpenScape VoIP Platforms with perpetual licensing, You can order additional Unify Phone Licenses at any time (License Increase) to add more Users to Unify Phone Services. For OpenScape VoIP Platforms licensed in a subscription model You just add more users.
For OpenScape VoIP Platforms with perpetual licensing, You can Decrease Licenses for Unify Phone Services at any time by written request to Your Unify Phone Services Provider with notice period of sixty (60) calendar days. For OpenScape Platforms licensed in a subscription model, You just deprovision Users which are not required any more for Unify Phone Services.
For OpenScape VoIP Platforms with perpetual licensing, You can terminate Your Unify Phone Services subscription in writing with sixty (60) calendar days advance notice to your Unify Phone Service Provider. For OpenScape Platforms licensed in a subscription model, Your Unify Phone Service subscription co-terminates with the subscription of Your OpenScape VoIP Platform.
You will be billed by your Unify Phone Services Provider in a Billing Cycle of one month as detailed in the table.
For OpenScape VoIP Platforms with perpetual licensing, You will be billed for ordered Unify Phone Licenses as Billing Unit. For OpenScape Platforms licensed in a subscription model, the Billing Unit is a Unify Phone Client configured on Your OpenScape VoIP Platform.
For OpenScape VoIP Platforms with perpetual licensing, the Billed Quantity is the number of Billing Units ordered. For OpenScape Platforms licensed in a subscription model the High Watermark billing model is used and the highest measured quantity in a Billing Cycle is used as Billed Quantity.