SUBSCRIPTION SERVICE TERMS
1. DEFINITIONS
1.1 Affiliate means any entity that directly or indirectly controls, is
controlled by, or is under common control with the subject entity.
"Control," for purposes of this definition, means direct or indirect
ownership or control of more than 50% of the voting interests of the
subject entity.
1.2 Application means an application program, including Client Software,
with the functionality described in the Documentation, including
modifications, revisions, upgrades (if included as part of the
Subscription Service), updates, national language versions and
enhancements, if any. Updates do not include products, features and
modules that are separately marketed by Aspect for an additional fee.
1.3 Client Software means a software component provided by Aspect and
installed at Customer’s premises required for use of the Subscription
Service. Not all Subscription Services require the use of Client
Software.
1.4 Confidential Information means any material, data, or information, in
any form or media, that is proprietary or confidential to a disclosing
party and is marked as confidential, or by its nature or treatment by its
owner should reasonably be considered confidential.
1.5 Customer Data means Confidential Information, data (whether in an
audio, video, image, or text format) and Personal Information that
Customer (including its customers and end users) transmits to or from the
Subscription Service or processes through the Subscription Service.
Customer Data does not include information or data regarding usage or
performance of the Subscription Service that are not linked to or
associated with Personal Information.
1.6 Deliverable means a quantifiable service to be provided with
Professional Services and specified in an Order Document, including
without limitation application program interfaces, configurations,
information, documents, reports, technical and non-technical data,
specifications, and other material. Deliverables do not include thirdparty products or custom development.
1.7 Documentation means Aspect’s or its licensors’ user manuals and other
published protocols, standards, and technical specifications for use with
the Subscription Service and as updated from time to time provided the
later modification does not materially diminish Customer’s ability to use
and access the Subscription Services.
1.8 Intellectual Property Rights means current and future worldwide
rights under patent, copyright, trade secret, trademark, moral rights,
and other similar rights, whether specifically recognized or perfected
under the laws of the jurisdiction in which the Subscription Service is
used or offered. 
1.9 Order Document means a standard Aspect quotation, schedule, or
statement of work for the purchase of Subscription Services, Professional
Services, or materials that is signed by both parties and references this
Agreement.
1.10 Personal Information means any data, either alone or in combination
with other information, by which a natural person can be identified or
located, or that can be used to identify or locate a natural person.
1.11 Professional Services means education services, standard
installation, integration, configuration and other time and materials
services.
1.12 Subscription means a non-exclusive, non-transferable, nonsublicensable right to access and use the Subscription Service for
Customer’s internal business operations in the Territory, and when
applicable, for the number of Users specified in an Order Document.
1.13 Subscription Service means an Application or other functionality, if
any, made available as a cloud or hosted service by Subscription as
specified in an Order Document. Subscription Service includes
Deliverables and Documentation.
1.14 Subscription Term means a period during which Aspect will provide
the Subscription Service.
1.15 Territory means worldwide except for any countries sanctioned,
embargoed, or prohibited to do business with under U.S. or other
applicable laws.
1.16 User means either (a) a concurrent user authorized to use the
Subscription Service concurrently with other users, limited by a maximum
number of concurrent users at any one time; or (b) a specifically
identified individual authorized to use the Subscription Service (named
user). A new named user may replace a prior named user.
2. SUBSCRIPTION SERVICE
2.1 Subscription. Aspect or its Affiliates will provide the Subscription
Service(s) to Customer as specified in the Order Document during the
Subscription Term. Current Subscriptions may not include new features or
functionality added to a Subscription Service after the beginning of the
Subscription Term.
2.2 Subscription Term. Subscription Service is available for the period
specified in the Order Document. The Subscription Term will renew
automatically for subsequent Subscription Terms equal to the original
Subscription Term for the current Subscription Service and Users (if
applicable) unless either party provides written notice of termination at
least 45 days prior to the end of the current Subscription Term.
2.3 Effective Service Date. Unless otherwise specified in the Order
Document, the effective service date is the date Aspect provides Customer
login access for a Subscription Service or 90 days from the Order 
Document’s effective date, whichever is earlier (Effective Service Date).
The Effective Service Date is the date the Subscription Service Term
begins, which is not dependent on a Customer launch date, “go-live” date
or the date a Subscription Service is ready for use in a production
environment. The Effective Service Date will apply to all the
Subscription Services on the Order Document.
2.4 Support. Aspect will provide online and telephone support service for
the Subscription Service during the Subscription Term in accordance with
the Support Policies and as updated from time to time provided the later
modification does not materially diminish Customer’s ability to use and
access the Subscription Services. Support Policies are Aspect’s current
polices available at https://aspect.force.com/community/Home (requires
log-in).
2.5 Modifications. Aspect may modify the Subscription Service, provided
the modification does not materially negatively affect the Subscription
Service (e.g., to maintain or improve functionality or security). Aspect
will notify Customer of the modification in accordance with the Support
Policies.
3. CUSTOMER RESPONSIBILITIES AND USE
3.1 Customer Use. Customer is responsible for all activity occurring
under Customer’s User accounts, the way it and its Users use the
Subscription Service, and for the results obtained and conclusions drawn
from the use of the Subscription Service. Customer will:
a. select, purchase, configure, operate, and maintain Customer’s
equipment, hardware, websites, network and Internet, data and telephone
connections necessary for use and support of the Subscription Service;
b. install and use upgrades to Client Software if required;
c. use Client Software only in combination with the Subscription Services
and solely for purposes of using the Subscription Services in accordance
with the Documentation;
d. use Subscription Services only in accordance with the Agreement,
Documentation, Aspect’s Acceptable Use Policy (available at
http://www.aspect.com/acceptable-use-policy) and applicable laws and
government regulations, including, but not limited to, those related to
data privacy, consent, telecommunications, transmission of Personal
Information or technical data, and spam; and
e. obtain and maintain legal permission or consent from those persons or
entities Customer contacts or to whom Customer provides services using
the Subscription Service, provide proof of required consent when
requested by Aspect, and contact only those persons and entities who the
Customer is legally permitted to contact and only in the manner legally
permitted.
3.2 Restrictions. Customer will not and will not permit others to:
a. make the Subscription Service accessible to third parties other than
Customer’s subcontractors or Affiliates (in accordance with Section 8.2),
or sell, resell, license, sublicense, distribute, rent, or lease a
Subscription Service;
b. use any method other than the one approved by Aspect for connection to
the Subscription Services;
c. use a Subscription Service to (i) send spam or otherwise duplicative
or unsolicited messages, (ii) store or transmit infringing, offensive,
abusive, libelous, or otherwise unlawful or tortious material, (iii)
store or transmit material in violation of third-party privacy rights, or
(iv) engage in fraudulent, deceptive, misleading, or abusive activity;
d. use a Subscription Service to store or transmit code, files, scripts,
agents, or programs intended to do harm, including, for example, viruses,
worms, time bombs and Trojan horses (Malicious Code);
e. interfere with or disrupt the integrity or performance of a
Subscription Service or Aspect or its carrier’s networks, any other
Aspect customer’s use of a Subscription Service, or third-party data
contained therein;
f. attempt to gain or allow unauthorized access to a Subscription Service
or its related systems or networks, or permit direct or indirect access
to or use of a Subscription Service in a way that circumvents a
contractual usage limit;
g. infringe or misappropriate Aspect’s or its licensors’ Intellectual
Property Rights;
h. create derivative works or copy a Subscription Service or any part,
feature, function, or user interface thereof, access a Subscription
Service to build a competitive product or service, or reverse engineer,
disassemble or decompile a Subscription Service or component, or attempt
to discover or disclose the source code, underlying ideas or algorithms
of the Subscription Service or any component;