Poly Terms & Conditions for Cloud Services
TERMS OF SERVICE
These Poly Cloud Terms of Service (“Terms”) apply to your use and receipt of the Poly Cloud. These Terms together with the following (as may be applicable) constitute the “Agreement”:
- any written statements of work that have been signed by Poly and the Customer (as may be amended, “SOWs”);
- the Service Description (as defined below);
- any order form accepted by Poly (“Order Form”);
- any other Poly terms which apply to the particular Poly Cloud services purchased by Customer (“Services Terms”); and
- any written Poly policy(ies) referenced in these Terms or any SOW, Service Description or Services Terms (“Poly Policy(ies)”).
This Agreement constitutes a legal agreement governing the access to and use of the Poly Cloud by each person or entity accessing or using the Poly Cloud (“Customer”) and the following Poly entity:
- Plantronics B.V. (if Customer is located in Europe, Middle East, or Africa), or
- Plantronics Limited (if Customer is located in the United Kingdom)
- Polycom Asia Pacific PTE Ltd. (if Customer is located in Asia Pacific), or
- Plantronics, Inc. (if Customer is located in the rest of the world)
(each referred to individually and collectively herein as “Poly”).
By clicking "I Agree" or using, or permitting the use of, the Poly Cloud you agree to this Agreement. If you are agreeing to this Agreement for use by an organization, you represent and warrant that: (a) you are agreeing to this Agreement on behalf of that organization; and (b) you have the authority to bind that organization to this Agreement; and (c) the organization you represent shall be the “Customer” hereunder. If you either i) do not have authority on behalf of your organization to accept this Agreement; or ii) you do not agree with this Agreement (or any part), do not click “I Agree” and do not use (or permit the use of) the Poly Cloud. If you are an individual, you represent and warrant you are of legal age and capable of entering into binding agreements.
1. DEFINITIONS AND INTERPRETATION.
1.1 For purposes of this Agreement:
“Authorized User” means an employee, contractor or agent of Customer who is authorized by Customer to access the Poly Cloud.
“Customer Data” means all electronic data, content or other information that is stored or transmitted by Customer or conferencing participants through the Poly Cloud or collected and processed by or on behalf of Customer or conferencing participants through the Poly Cloud including, without limitation, audio files or other sounds, videos, photographs or other images, data files, written text, software, and music that Customer or any conferencing participant submits, displays, or posts on or through the Poly Cloud. Customer Data may include Personal Data (as defined in Section 5.1).
“Documentation” means the most current version of the Poly published user manuals (whether in print or electronic form) that relate to the use of the Poly Cloud.
“Intellectual Property Rights” means any and all worldwide rights in and to any patents, patent applications, copyrights, data rights, trademarks, trade names, service marks, trade secrets, or other similar intellectual property rights whether registered or otherwise.
“Poly Cloud” means the Poly Cloud (including, without limitation, Poly’s cloud hosting of Software and Customer Data) as provided by Poly, whether accessed by Customer via video and/or audio endpoints or otherwise, and as described in the Documentation, SOW and/or Service Description.
“Service Description” means Poly’s formal written published description of the services that may be provided by the Poly Cloud.
“Software” means the software used by Poly to provide the Poly Cloud.
1.2 In the event of any inconsistency or conflict, the following order of precedence shall apply: (1) these Terms, (2) an Order Form; (3) the Services Terms, (4) the Service Description, (5) any SOWs, and (6) any Poly Policy(ies).
2. POLY CLOUD. Subject to the terms and conditions of this Agreement, and subject to Poly’s receipt of payment for the Poly Cloud services purchased by Customer, Poly Customer shall be entitled to access and use the Poly Cloud.
3. ACCESS TO AND USE OF THE POLY CLOUD.
3.1 Access to the Poly Cloud.
(a) Term. Customer shall be entitled to access and use the Poly Cloud from the date on which the Poly Cloud is made available for its use and shall continue, subject to earlier termination in accordance with this Agreement, to be able to access and use the Poly Cloud for the subscription period set out in this Agreement.
(b) Termination. Either party shall be entitled to terminate this Agreement for cause in the event that the other party materially breaches the terms of this Agreement and does not cure that breach within 45 days of a notice in writing from the party not in breach specifying the breach and requiring it to be cured.
(c) Customer Access to the Poly Cloud. Customer’s Authorized Users may access the Poly Cloud, solely for Customer’s internal business purposes and only as permitted by this Agreement. Customer acknowledges and agrees that any breach of the terms and conditions of this Agreement by an Authorized User or conferencing participant of Customer shall be deemed a breach of this Agreement by Customer. Customer shall make no attempt to, and shall not permit any Authorized User or conferencing participant to, make any attempt to: (i) download, reproduce, copy, alter, adapt, modify, improve, translate, create derivative works from, reverse engineer, disassemble, decompile or otherwise attempt to reveal the source code, trade secrets or know how underlying the Poly Cloud or Software; (ii) interfere in any manner with the hosting of the Poly Cloud; (iii) use the Poly Cloud to benchmark or otherwise obtain or develop performance metrics for the Poly Cloud or Software; or (iv) sublicense, resell, sublease or transfer any of Customer’s rights under this Agreement or otherwise use the Poly Cloud or Software for the benefit of a third party; or (v) use the Poly Cloud to develop a product that is similar to the Poly Cloud or the Software or to operate a service bureau.
(d) Necessary Equipment. Customer shall be solely responsible, at its own expense, for acquiring, installing and maintaining all connectivity equipment, hardware, software, endpoints and other equipment as may be necessary for it to connect to, access, and use the Poly Cloud (“Necessary Equipment”) and network connectivity. Unless otherwise stated within a Service Description or SOW, Poly shall not be responsible for the security, maintenance or operation of any Necessary Equipment.
3.2 Use of the Poly Cloud.
(a) Customer Data. Customer grants Poly an irrevocable, worldwide license to and authorizes Poly to use Customer Data as necessary for Poly to provide the Poly Cloud and engage in use and disclosure of Customer Data in accordance with the Privacy, Data Collection and Use provisions set forth below. Customer covenants, represents and warrants that it has any and all authorizations and has fulfilled all legal obligations as may be necessary or appropriate for Poly’s use as permitted by this Agreement, including, without limitation, obtaining any and all consents required from Authorized Users and conferencing participants for the use of their personal information provided to Poly in the furtherance of its fulfillment of its rights and obligations under this Agreement. Poly’s obligation to maintain any Customer Data obtained in the course of performance of the Poly Cloud shall not extend beyond the performance of the applicable Poly Cloud in accordance with this Agreement. Customer authorizes any third party vendor of Poly to have access to and to use Customer Data as necessary for Poly, or its third party vendor, to provide the Poly Cloud and any related services and more generally for Poly to fulfill its obligations to Customer in relation to the provision of the Poly Cloud to Customer as well as for the third party to fulfill its obligations to Poly.
(b) Certain Obligations and Restrictions. Customer: (i) is responsible for ensuring that each Authorized User and conferencing participant is bound by and complies with this Agreement and for any breach of this Agreement by any Authorized Users or conferencing participant, (ii) is responsible for the accuracy, quality and legality of Customer Data and the means by which Customer acquired Customer Data and discloses the Customer Data to Poly, (iii) will not use the Poly Cloud or related systems or networks for any unauthorized purpose or in any way contrary to the Documentation, or allow, facilitate or acquiesce to anyone else doing so, and will notify Poly promptly of any unauthorized use, and (iv) will use the Poly Cloud only in accordance with this Agreement, Documentation, and all applicable laws and government regulations. Customer will not: (A) make the Poly Cloud available to anyone other than Authorized Users and their conferencing participants, (B) sell, resell, rent or lease the Poly Cloud, or any access to or use thereof (in whole or in part), (C) interfere with or disrupt the integrity or performance of the Poly Cloud or third-party data contained in the Poly Cloud, (D) attempt to gain unauthorized access to the Poly Cloud or its related Software, systems or networks, or (E) exceed any established usage or territorial limits, if applicable, for the Poly Cloud. Customer shall not use the Poly Cloud in or in connection with any safety response system, or any other safety-critical application, or any other use or application in which the use or failure of the Poly Cloud could lead to personal injury or severe physical or property damage.
(c) Acceptable Use Policy. Customer shall at all times be responsible for ensuring that its Authorized Users and conferencing participants adhere to any applicable Customer use policy and the terms of this Agreement. Without limiting the foregoing, Customer shall not, and shall not permit any Authorized User or conferencing participant to, store, transmit or otherwise provide Customer Data or other information or content in a manner that: (i) may infringe or violate any intellectual property rights, publicity/privacy rights, or other third party rights; (ii) may violate any law or regulation (including without limitation export control laws and regulations and laws and regulations requiring consent to
recordation of communications); (iii) is or may be defamatory, tortious, abusive, threatening, obscene, harmful to minors, child pornographic or otherwise illegal under any applicable law or regulation; (iv) contains any viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts, agents, programs or programming routines intended to damage, surreptitiously intercept or expropriate any system, data or personal information; or (v) is materially false or misleading. Customer agrees to ensure that any Necessary Equipment and its network connectivity is sufficient for accessing the Poly Cloud and shall carry out all updates and upgrades to the Necessary Equipment and network connectivity as may be required by Poly. Customer further agrees to promptly install any update to the Software which Poly may make available. Poly may (but is not, however, obligated to) provide updates or upgrades to the Poly Cloud or the Software. Any update or upgrade which Poly may make available to Customer shall be subject to the terms of this Agreement.
(d) Remedial Action; Suspension of Service. Poly shall be entitled, in its discretion, to take remedial action, automatically and as of right without prior notice and without any liability to Customer including, without limitation, to suspend or terminate Customer’s access to and use of the Poly Cloud if: (i) Poly does not receive all applicable fees related to Customer’s use of the Poly Cloud, (ii) Customer, an Authorized User or any conferencing participant fails to comply with any term, condition or restriction of this Agreement, or (iii) Customer, an Authorized User, or a conferencing participant has used or is using the Poly Cloud to transmit or store any content or information (including, but not limited to, any Customer Data) that Poly determines to be objectionable including, without limitation, in violation of Section 3.2(c) or this Section 3.2(d). Poly, however, is under no obligation to review Customer Data or other content or information for accuracy, potential liability, or compliance with these or any other terms and conditions of this Agreement. If Poly exercises its right to suspend or terminate Customer’s access to and use of the Poly Cloud pursuant to this section 3.2(d), Customer shall not be entitled to any refund of any fees paid whether to Poly or any Poly reseller.
4. PROPRIETARY RIGHTS.
4.1 Customer. Subject to the limited rights granted herein, Customer retains all of its worldwide right, title and interest in and to the Customer Data.
4.2 Poly. Subject to the limited access and use rights set forth herein, Poly and its licensors retain all worldwide right, title and interest in and to the Poly Cloud and all software, materials, and Poly confidential information made available to Customer via the Internet or otherwise, in connection with the Poly Cloud, and all Intellectual Property Rights with respect thereto including, without limitation, the Software, Documentation, and any and all improvements, derivative works, updates, and modifications thereto, whether made in conjunction with this Agreement or otherwise. There are no implied licenses or rights granted by Poly under this Agreement; any rights not expressly granted by Poly hereunder are reserved.
4.3 Feedback. Customer grants to Poly and its Affiliates a royalty-free, fully paid, worldwide, irrevocable, perpetual license to use and incorporate into the Software or the Poly Cloud any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Authorized Users relating to the Software, the Poly Cloud, or the operation thereof. Poly is not obligated to use or incorporate any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Authorized Users relating to the Software, the Poly Cloud, or the operation thereof.
5. PRIVACY, DATA COLLECTION AND USE.
5.1 Definitions. The term “Data Protection Laws” means any applicable law relating to personal data or the collection, use, storage, disclosure, transfer, or other processing of personal data of or by any government, or any authority, department, or agency thereof, or self-regulatory organization, including, without limitation: (a) the EU General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679), (b) the United Kingdom’s Data Protection Act 2018 as amended by the UK-GDPR, (c) the California Consumer Privacy Act of 2018, (d) the California Privacy Rights Act of 2020, (e) the Colorado Consumer Privacy Act of 2021, and (f) the Virginia Consumer Data Protection Act of 2021, and any implementing acts of the foregoing in the applicable jurisdiction, each as may be amended, supplemented or superseded.
The term “Controller” means either: (a) the meaning set forth in the relevant Data Protection Laws; or (b) absent such a definition, the party that determines the means and purpose of the Processing of Personal Data.
The term “Data Subject” means either: (a) the meaning set forth in the relevant Data Protection Laws; or (b) absent such a definition, the individual who is the subject of Personal Data that Poly Processes for Customer.
The term “Personal Data” means any information Poly Processes for Customer that: (a) identifies or relates to an individual who can be identified directly or indirectly from that data alone or in combination with other information in Poly’s possession or control or that Poly is likely to have access to; or (b) that the relevant Data Protection Laws otherwise define as “personal information” or “personal data.” Examples of Personal Data include the Data Subject’s name, an identification number, geo-location data, an online user identification.
The term “Process” means either (a) the meaning set forth in the relevant Data Protection Laws; or (b) absent such a definition, any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not be automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination, or otherwise making available, alignment or combination, restriction, erasure, or destruction. Processing also includes transferring Personal Data to third-parties. The terms “Processing” and “Processed” have a correlative meaning.
The term “Processor” means either: (a) the meaning set forth in the relevant Data Protection Laws; or (b) absent such a definition, the party that Processes the Personal Data on behalf of the Controller.
5.3 Suppliers and subcontractors. Subject to any terms and conditions in an applicable Data Processing Addendum, Customer acknowledges and agrees that Poly reserves the right to use suppliers, subprocessors and subcontractors including without limitation for processing, hosting and storage of Personal Data. A list of Poly’s current subprocessors (as may be amended from time to time) is located at: https://www.poly.com/gb/en/legal/privacy/subprocessors. Customer acknowledges that it is able to subscribe to email updates in respect of any changes to such subprocessors and subcontractors.. Poly shall ensure that all suppliers, subprocessors and subcontractors are subject to duties of confidentiality.
5.4 Data Processing Addendum. If any Processing of Personal Data by Poly requires the execution of an addendum containing additional terms and conditions in order to comply with applicable Data Protection Laws (such addendum, a “Data Processing Addendum”) the parties will negotiate Poly’s standard Data Processing Addendum in good faith, and take all other actions required to legitimize the Processing of Personal Data by Poly. Notwithstanding anything to the contrary in this Agreement or any other document incorporated herein by reference, in the event the parties agree to a Data Processing Addendum, in the event of any conflict, inconsistency, or ambiguity between the Data Processing Addendum and this Agreement, the Data Processing Addendum shall govern to the extent the Data Processing Addendum requires additional, more stringent, or more protective obligations than this Agreement which are required by applicable Data Protection Laws.
5.5 Obligations of the parties. Each of the parties confirms and warrants that it will ensure compliance with applicable Data Protection Laws with regard to the Personal Data that is Processed under this Agreement by Poly and any supplier, subprocessor or subcontractor, in particular by providing information to, collecting consent of, and providing access to Data Subjects when and as required under applicable Data Protection Laws. Poly agrees that it will only act on Customer’s documented written instructions in Processing the Personal Data unless otherwise required by applicable Data Protection Laws. Each party agrees to cooperate as reasonably requested by the other party to ensure compliance with this Agreement. Should a party fail to cooperate with the other party as reasonably requested, the other party may suspend this Agreement, upon reasonable notice to the party that fails to cooperate. Customer shall be responsible for any unauthorized creation, collection, receipt, transmission, access, storage, disposal, use, or disclosure of Personal Data under its control or its possession, and shall be responsible for any and all instructions providing to Poly regarding the Processing of Personal Data.
5.6 International transfers of Personal Data. To provide the Poly Cloud, Poly may need to transfer Personal Data to recipients in countries other than the country in which the data were originally collected including, without limitation, the United States. Poly will ensure that, prior to any such transfer, it will ensure that appropriate safeguards are in place and that enforceable rights and legal remedies are available for individuals to whom such Personal Data relates. Customer agrees to such Personal Data transfers and confirms and warrants that each of the Data Subjects have also provided all necessary consents and that it will comply with any requirements under applicable Data Protection Laws with regard to such Personal Data transfers.
5.7 Notice for Recording. If applicable law requires that Authorized Users or conference participants must be informed of or must consent prior to any recording of their communications, Customer and/or Authorized Users shall be solely liable for complying with such laws and shall obtain the required consent(s) and undertake any necessary formalities prior to using any recording functions.
5.8 Requests from individuals. Poly will provide reasonable assistance to Customer in responding to Data Subjects exercising their rights to their Personal Data processed under this Agreement.
5.9 Security. Each party shall take adequate technical and organizational measures against unauthorized or unlawful Processing or further Processing of Personal Data, and against accidental loss or destruction of, and damage to, Personal Data.
6. DISCLAIMER. The Poly Cloud, Software, Documentation, and all other data and materials made available via the Internet or otherwise provided to Customer in connection with this Agreement by Poly are provided “AS IS” and “AS AVAILABLE” without representations or warranties of any kind. POLY AND ITS AFFILIATES AND THEIR RESPECTIVE LICENSORS, SUPPLIERS, SUBCONTRACTORS AND THIRD PARTY VENDORS MAKE NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, BY OPERATION OF LAW, OR OTHERWISE INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE/NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. POLY DOES NOT WARRANT THAT THE POLY CLOUD, SOFTWARE OR DOCUMENTATION WILL BE PROVIDED ERROR-FREE, UNINTERRUPTED, SECURE, OR VIRUS-FREE. WITHOUT LIMITING THE FOREGOING, TO THE EXTENT POLY MAY NOT AS A MATTER OF LAW DISCLAIM ANY WARRANTY, THE PARTIES AGREE THAT THE SCOPE AND DURATION OF ANY SUCH WARRANTY SHALL BE THE MINIMUM PERMITTED UNDER APPLICABLE LAW. Neither Poly, nor its licensors, suppliers, subcontractors or third-party vendors shall have any liability whatsoever for the accuracy, completeness, timeliness, security, or integrity of the Customer Data, or for any decision made or action taken by Customer or any conferencing participant in reliance upon any Customer Data. The parties agree and acknowledge that Poly shall in no event be held responsible for any problems with the Poly Cloud or Software attributable to the public Internet infrastructure or Customer’s ability to be connected to the Internet.
7. LIMITATION OF LIABILITY. IN NO EVENT WILL POLY (OR ITS AFFILIATES OR THEIR RESPECTIVE LICENSORS, SUPPLIERS, SUBCONTRACTORS THIRD-PARTY VENDORS) BE LIABLE FOR COSTS OF SUBSTITUTE PRODUCTS OR SERVICES OR FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR SIMILAR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE) INCLUDING, BUT NOT LIMITED TO: (A) DAMAGES THAT RESULT FROM INTERRUPTED COMMUNICATIONS OR LOST OR ALTERED DATA, OR (B) LOST PROFITS, OR DAMAGES THAT RESULT FROM INCONVENIENCE, DELAY OR LOSS OF USE OF ANY INFORMATION OR DATA OR OF THE POLY CLOUD, SOFTWARE OR RELATED PRODUCTS OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN. Poly’s entire liability arising out of or in connection with this Agreement shall not exceed the amounts actually received by Poly for the provision of the Poly Cloud in the six (6) month period immediately preceding the date the cause of action first arose (“Cap”). This Cap is an aggregate for all causes of action and shall not be increased by multiple causes of action subject to the same, or overlapping, six (6) month periods or by Customer (or its affiliated entities, Authorized Users or conferencing participants) entering into other agreements with Poly for the Poly Cloud. In addition, Poly’s aggregate liability arising out of or in connection with this Agreement and such other agreements for the Poly Cloud, for all causes and claims, shall not exceed the amounts received by Poly for Customer’s use of the Poly Cloud. Nothing in this section 7 shall restrict or exclude Poly’s liability which cannot otherwise be limited or restricted by applicable law.
8. INDEMNITY. Customer shall indemnify, defend and hold Poly (and its affiliates and their respective officers, directors, employees, agents, licensors, suppliers, and representatives) harmless from and against all claims, suits, losses, expenses, judgments, sanctions, fines, and liabilities (including but not limited to Poly’s reasonable attorney’s fees and expert costs) to the extent arising out of: (i) breach of this Agreement including, without limitation, the Acceptable Use Policy in Section 3.2(c) and Privacy, Data Collection and Use provisions in Section 5, by Customer or any failure of any Authorized User or conferencing participant to comply with this Agreement including, without limitation, use of the Poly Cloud or any Software other than as permitted by this Agreement; or (ii) Customer Data. Poly agrees to indemnify, defend and hold Customer (and its officers, directors, employees, agents and representatives) harmless from and against all claims, suits, losses, expenses, judgments and liabilities (including but not limited to Customer’s reasonable attorney’s fees) to the extent arising out of any claim by any third party that the Customer’s authorized use of or access to the Poly Cloud infringes the intellectual property rights of such third party. The indemnification obligations above are subject to the indemnified party: a) provides indemnifying party with prompt notice of such claim and provides (at indemnifying party’s expense) all information and assistance as indemnifying party may require; b) indemnified party permits indemnifying party sole conduct in defending and settling such claim using counsel of its choosing; and c) indemnified party makes no settlement and makes no admissions without indemnifying party’s prior written consent. Poly’s indemnity set out in this Section 8 shall not apply to the extent that the claim arises out of or is related to i) any modification of the Poly Cloud, Documentation or Software other than by or on behalf of Poly; ii) the Poly Cloud, Documentation or Software being used otherwise than in accordance with the instructions of Poly or is combined with any software, service or product not authorized by Poly; iii) any unauthorized use of the Poly Cloud; iv) any Customer Data or any instruction, information, or
other materials provided by Customer to Poly; or v) breach of this Agreement by Customer or any non-compliance herewith by any Authorized User or conference participant; or vi) violation of appliable law by Customer or any of its Authorized Users or conference participants. The remedy set out in this Section 8 is Customer’s sole and exclusive right in respect of any claim of intellectual property rights infringement.
9. SUPPORT. Subject to Customer’s payment of the applicable fees to Poly, Customer is entitled to Poly Cloud support services directly from Poly. Poly shall have responsibility to provide Customer support services associated with the Poly Cloud as set forth in the Service Description or SOW.
10. GENERAL PROVISIONS.
10.1 Entire Agreement; Modification; Waiver; No Third Party Beneficiaries. This Agreement sets forth the entire understanding and agreement of the parties, and supersedes any and all prior or contemporaneous oral or written agreements or understandings between the parties, as to the subject matter of this Agreement. In particular, all terms, conditions, or provisions which may appear as pre-printed language or otherwise be on, attached to, or inserted within Customer's purchase orders or other similar forms or documents issued by Customer shall be of no force or effect and deemed rejected by Poly, even if such forms or documents are accepted by Poly. Poly reserves the right, in its sole discretion, to modify this Agreement at any time by publishing the modified terms on Poly’s website. For clarity, Poly does not have to provide any further or other notice to Customer about the modifications to this Agreement, other than the publication described above. It is Customer’s responsibility to periodically review the current terms of this Agreement as Customer’s continued use of the Poly Cloud after any such changes are published by Poly constitutes Customer’s acceptance of the new terms of this Agreement. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. Poly reserves the right, in its sole discretion, to modify or discontinue, temporarily or permanently, the Poly Cloud (or any part thereof) at any time without cause or further notice. Customer agrees that Poly will not be liable to you, Customer or to a third party for any modification, suspension or discontinuance of the Poly Cloud. There are no intended third party beneficiaries of this Agreement. In particular, no Authorized User or conference participant will be deemed a third party beneficiary of this Agreement.
10.2 Assignment. Either party may assign or transfer this Agreement solely in connection with a transfer of all or substantially all of that party’s business assets, whether by merger, sale of assets, sale of stock or otherwise, provided that the transferring party provides the other party written notice of the assignment and ensures that the acquiring party agrees in writing to be bound by all the terms of this Agreement. Any other attempted assignment or transfer by Customer in violation of the foregoing will be void. Poly may assign this Agreement to anyone for any reason at Poly’s sole discretion and without the Customer’s consent.
10.3 Compliance with Laws. Customer represents and warrants that it will comply with all applicable laws and regulations (including but not limited to export regulations), and communications common carrier tariffs, and use the Poly Cloud solely for lawful purposes. Poly reserves the right to take all actions including, but not limited to, termination of the Poly Cloud, which it believes necessary to comply with applicable laws and regulations.
10.4 Independent Contractors. The relationship established by this Agreement is that of independent contractors. Customer shall not incur, and shall not cause, permit or acquiesce to any Authorized User or any conferencing participant incurring, any obligation or commitment on behalf of Poly unless specifically approved in writing, in advance by an authorized Poly executive.
10.5 Force Majeure. If the performance of this Agreement, or any obligation hereunder, except the making of payments hereunder, is prevented, restricted or interfered with by any act or condition whatsoever beyond the reasonable control of the affected party including, but not limited to, circumstances linked to acts of God, acts of civil or military authority, third party illegal activity, failure or interruption of utilities, fires, floods, earthquakes, riots, wars, epidemic or pandemic, sabotage, computer hacking or computer crime, or governmental actions, the party so affected, upon giving prompt notice to the other party, shall be excused from such performance to the extent of such prevention, restriction or interference. Poly shall also be excused from such performance to the extent of such prevention, restriction or interference affecting a licensor, supplier, subcontractor or third-party vendor of Poly.
10.6 Governing Law; Venue.
10.6.1 For Customers located in the United States, Canada, Mexico, Central, and South America: The parties agree that all questions pertaining to the validity and interpretation of this Agreement shall be determined in accordance with the laws of the State of California, without regard to its conflicts of laws principles. The parties hereby consent to the jurisdiction of, and waive any venue objections against, the United States District Court for the Northern District of California, and the Superior and Municipal Courts of the State of California, Santa Clara County, in any litigation arising out of or in connection with the Agreement.
10.6.2 For Customers located in Asia, including India: The parties agree that all questions pertaining to the validity and interpretation of this Agreement shall be determined in accordance with the laws of Singapore. Each party irrevocably submits to the exclusive jurisdiction of the Singapore International Commercial Court all disputes arising out of or in connection with the present contract, including any question relating to its existence, validity or termination.
10.6.3 For Customers located in the Wider European Area other than the United Kingdom: The parties agree that all issues, questions and disputes concerning the validity, interpretation, enforcement, performance or termination of this Agreement, and all matters of extra- contractual and/or tort liability, if any, arising out of or in relation with this Agreement shall be determined in accordance with the laws of Ireland, without regard to its conflicts of laws principles. Any dispute arising between the parties arising out of or in connection with this Agreement and/or any contractual or non-contractual (including pre-contractual) matters in connection with its conclusion, validity, interpretation, enforcement, performance and termination will be submitted to the exclusive jurisdiction of the Irish courts.
10.6.4 For Customers located in the United Kingdom, Middle-East, Africa, Australia, New Zealand and any other country or region not identified in Section 10.6.1, Section 10.6.2 or Section 10.6.3: The parties agree that all questions pertaining to the validity and interpretation of this Agreement shall be determined in accordance with the laws of the England, without regard to its conflicts of laws principles. The parties hereby agree that proceedings commenced under this Agreement will be settled by the Courts of England and Wales.
10.6.5 The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. The parties hereby consent to personal jurisdiction and venue in, and agree to service of process issued or authorized by, such applicable court as stated in this Section 10.6. This Agreement shall be written and construed in the English language. Notwithstanding the foregoing, either party may bring action for injunctive relief in any jurisdiction pending final disposition of the dispute.
10.7 Notice. Except as otherwise specified, all notices shall be in writing and may be delivered by USPS, or overnight delivery service, to the address indicated on the first page of this Agreement or to such other address as the parties shall specify by written notice. Any such notices to Poly shall be sent to the attention of the Chief Financial Officer, with a copy sent to the General Counsel. Poly may publish notices to Customer of modifications to this Agreement on Poly’s website.
10.8 Severability. If any provision of this Agreement is adjudicated to be unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.