Business Anywhere Unified Communications -Terms and Condition

These Service Terms form part of the agreement between the Customer and TELUS for Business Anywhere and apply to the Customer’s use of Unified Communications Services.

Unified Communications Services (“UC Services”) provide the Customer with access to certain services which are managed by TELUS including:

TELUS Business Email Service, for business class email, calendars, address books and mobile device email synchronization;
Active Directory® Synchronization Service, for service seat management and password synchronization with the Customer’s Active Directory® system and servers;
Hosted BlackBerry™ for Microsoft Exchange, for wireless synchronization of emails, address books and calendars;
TELUS Workspace Service, for file sharing and intranet/extranet capabilities;
TELUS Instant Connect Service, for instant messaging, presence awareness and web/data conferencing; and
Domain Name (“DNS”) Hosting Service, for domain name hosting and management.
The UC Services selected by the Customer are specified in the Order Details. Unless specified in the Order Details, UC Services do not include content design, development, uploading or publishing or any other such executables.

Any capitalized words and expressions that are not defined in these Service Terms have the meaning set out for such words and expressions in the agreement between the Customer and TELUS for Business Anywhere.

For UC Services that are provided on a per service seat basis, the number of service seats initially ordered by the Customer is specified in the Order Details (the “Minimum Commitment”). Unless multiple users are permitted to share a service seat, the Customer must obtain one service seat for each individual user. If the Customer decreases the number of service seats to less than the Minimum Commitment, the Customer must continue to pay the charges for the Minimum Commitment each month. Charges for additional service seats ordered by the Customer are not pro-rated, and the Customer must pay the full monthly charge for the each service seat regardless of when it was ordered during a billing period.

The Customer may obtain additional UC Services or additional service seats for existing UC Services at any time.

The Customer may order additional service seats or additional UC Services using:

the TELUS UC Management Centre, the online management tool provided with UC Services;
in some instances, Customer systems which communicate with TELUS systems; or
contact with a TELUS representative.
All new services and changes to existing UC Services will be governed by the terms and conditions of the Business Anywhere Agreement and these Service Terms, without the necessity of the parties executing a formal amendment to the Business Anywhere Agreement.

By continuing to use the UC Services, as changed, after receipt by the Customer of a bill from TELUS reflecting any changes, the Customer is deemed to have accepted the changes and agrees that Business Anywhere Agreement as it relates to the UC Services has been amended with respect to UC Services provided by TELUS and that TELUS’ records with respect to the changed UC Services are a complete and accurate record of the UC Services contracted by the Customer.

5.1 Connection

The Customer is responsible for obtaining network connectivity or other services (under a separate agreement with TELUS or other service provider) for the purpose of connecting to and using the UC Services.

5.2 License Terms

Use of any Microsoft software products used in conjunction with or as part of the UC Services may be governed by the specific license terms and conditions set out in, and which form part of, these Service Terms. The Customer shall not (i) remove, modify or obscure any copyright, trademark or other proprietary rights notices that appear on the Microsoft software products or that appear during use of the Microsoft software products, or (ii) reverse engineer, decompile, or disassemble the Microsoft software products, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. Use of the RIM Blackberry synchronization feature (Hosted BlackBerry™ for Microsoft Exchange) is governed by Research In Motion Limited ("RIM") terms and conditions for BlackBerry End-User/Software License Agreement and BlackBerry Enterprise Server Software License Agreement at http://www.blackberry.com/legal/soft_lic_agree.shtml and http://www.blackberry.com/legal/server_lic_agree.shtml. Use of the UC Services may also be subject other conditions of use, upon accessing the UC Services. The Customer shall comply with all of these license terms and conditions and any other conditions of use.

5.3 Use

Use of the user ID and password assigned to the Customer shall be sufficient to verify the identity of the Customer and the authenticity of orders for additional seats when using the TELUS UC Management Centre. Any online order is binding on the Customer.

TELUS does not monitor use of UC Services and is not responsible for any unauthorized use of the UC Services by anyone using the user IDs or passwords assigned to the Customer. The Customer is responsible for maintaining the security of, and is responsible for the actions of any party using, all user IDs and passwords assigned to the Customer. The Customer shall immediately advise TELUS by email or telephone of any unauthorized use of the Services or the user IDs or passwords, or of any other breach of security, and shall provide assistance requested by TELUS to stop or remedy any breach of security.

The Customer and its users will not attempt to gain or allow access to any data, files or programs to which they are not entitled and, if such access is obtained, the Customer and its users will immediately return such materials to TELUS and/or its suppliers and licensors, without using, copying, disclosing or distributing it.

The Customer shall:

not resell the UC Services or access to the UC Services;
not reproduce, duplicate, copy, disassemble, decompile or reverse engineer all or any part of the UC Services; and
comply with the TELUS’ Acceptable Use Policy located at http://www.telus.com/aup.
The Customer acknowledges and agrees that TELUS does not:

represent or endorse the accuracy or reliability of any opinion, advice or statement transmitted through the use of the UC Services;
assume any liability for any harassing, offensive or obscene material distributed through the use of the UC Services; or
assume any liability for any material distributed through the use of the UC Services including any use of the UC Services which is in violation of any third party's copyright or any other intellectual property right.
For UC Services that are subscribed to by the Customer without a Microsoft Client or Subscriber Access Licence:

the Customer is solely responsible to purchase, report, manage and pay the appropriate licensing fees directly to the suppliers for every active user or device accessing the servers used to provide the UC Services. An active user or device refers to an individual user of UC Services or device utilized in conjunction with UC Services, which accesses and/or uses such UC Services at least one (1) time during a calendar month and is directly or indirectly authenticated on the Active Directory® system used to provide the UC Services;
the Customer shall purchase the Microsoft Client or Subscriber Access Licence that grants the right to use the features provided with the UC Services. TELUS may, in its sole discretion and at any time, change the features included in any UC Service;
if applicable, the Customer is responsible to have appropriate software assurance to cover UC Services updates or changes. Alternatively, the Customer is solely responsible to pay to the suppliers any additional fees that might arise from UC Services upgrades. The Customer acknowledges and agrees that TELUS, in its sole discretion, shall decide when and how any UC Services updates will occur;
the Customer acknowledges and agrees that certain UC Services or UC Services features cannot be subscribed to by the Customer without a Microsoft Client or Subscriber Access Licence provided by TELUS;
TELUS may, in its sole discretion, limit UC Services or UC Services features that may be included in the Microsoft Client or Subscriber Access Licence purchased by the Customer. In the event of such limits, TELUS will not credit or refund any amount to the Customer; and
the Customer shall continue to be responsible to adhere to these Service Terms and the Business Anywhere Agreement.
Any failure by the Customer to comply with this sub-section will be considered a material breach of these Service Terms and the Business Anywhere Agreement as it relates to UC Services will be terminated.

5.4 Content and Service Requirements

The Customer is solely responsible for all information, data, software or other materials or content transmitted, stored or received by the Customer using the UC Services (the “Content”). TELUS exercises no control whatsoever over the content, accuracy or quality of the Content. TELUS is not responsible for checking, verifying or editing the Content for completeness or for detecting errors or anomalies or for recreating or re-transmitting data.

TELUS does not claim ownership of the Content that the Customer posts, uploads, inputs, provides, submits or otherwise transmits to TELUS or any third party using the UC Services. However, the Customer agrees that by posting, uploading, inputting, providing, submitting or otherwise transmitting the Content to TELUS or any third party using the UC Services, the Customer has granted TELUS a royalty-free, non-exclusive license to use, copy, distribute, transmit, display, edit, delete, publish and translate such Content to the extent reasonably required by TELUS for the purposes of providing the UC Services or to ensure adherence to or enforce the terms of the Business Anywhere Agreement. The Customer expressly (a) grants to TELUS a license to cache the Content, and (b) agrees that such caching is not an infringement of any of the Customer’s intellectual property rights or any third party's intellectual property rights.

The Customer shall ensure that the Content:

is in a condition that is "server-ready" i.e., a form requiring no additional manipulation by TELUS; and
complies with any UC Service requirements and limitations.
TELUS will make no effort to validate any of the Content for content, correctness or usability. In the event that the Content is not "server-ready" or fails to comply with any UC Service requirements and limitations, the Content may be rejected.

Use of the UC Services requires a certain level of knowledge in the use of Internet languages, protocols and software, which level varies according to the anticipated use of the UC Services. TELUS shall not be responsible for providing this knowledge or related customer support.

The Customer acknowledges and agrees that all software (in object code and source code form), data, service, processes, designs, technologies, materials and all other things comprising the UC Services are owned by and shall remain the sole property of TELUS, its licensors or its suppliers and are protected by applicable copyrights, trade-marks, patents, trade secrets and/or other proprietary rights and laws.

Use of the UC Services shall not exceed the bandwidth, storage space and email usage or any other limits applicable to the UC Services. If the Customer exceeds any of these limits, TELUS may, in its sole discretion, apply additional charges, suspend or terminate the UC Services. If TELUS suspends or terminates the UC Services, the Customer shall not be entitled to a refund of any unused prepaid charges, and is responsible for payment of applicable termination charges.

For UC Services requiring a domain name, the Customer shall provide TELUS with a registered domain name or names. The Customer is responsible for adhering to TELUS’ instructions relating to domain name system entries.

For UC Services utilizing optional SSL certificates (as specified in the Order Details), the Customer is responsible for:

registering and renewing the SSL certificates at its own cost; and
providing the SSL certificates to TELUS for installation in accordance with instructions provided by TELUS.

If TELUS provides DNS Hosting Service i.e., TELUS’ DNS system is recognized as the authoritative source for DNS entries for the Customer’s domain or domains, TELUS is not obligated to ensure that:

TELUS’ DNS system is correctly configured;
the Customer’s DNS entries will be properly resolved; or
TELUS’ DNS system will be continuously available on an uninterrupted basis.
The Customer shall test the implementation of the Customer’s domain name hosting and notify TELUS of any configuration error or implementation error.

TELUS does not control the availability of any domain name the Customer wants to utilize with UC Services. The Customer represents and warrants that any domain name used by the Customer with UC Services will not infringe any intellectual property rights of any third party.

The Customer shall provide any requested changes or additions to the DNS entries for the Customer’s domain name or domain names (telephone call, email, use of TELUS UC Management Centre).

The Customer is responsible to ensure that the status of the Customer’s domain registration is maintained by the registrar, Internic, or any third party. The Customer is solely responsible for ensuring that the Customer’s domain name registration is kept current and accurate and the Customer’s account with the Customer’s registrar is kept current.

If DNS Hosting Service or the UC Services are terminated for any reason, the Customer acknowledges and agrees that TELUS has no obligation to continue to host the Customer’s domain name(s) and no obligation to provide DNS files, settings, or any other materials relating to the Customer’s DNS entries in TELUS’ DNS system to the Customer or any third party. If DNS Hosting Service is terminated, TELUS is not obligated to and TELUS shall not forward DNS requests to or from the Customer’s new DNS hosting service.

Any service outage that results from a DNS misconfiguration is not a breach of the Business Anywhere Agreement.

The Customer grants TELUS the right to make changes to the Customer’s DNS entries on behalf of the Customer in order for TELUS to implement UC Service upgrades and to ensure the UC Services utilized by the Customer remain operational.

TELUS, in its sole discretion, may refuse to provide DNS Hosting Service even though the Customer may be contracting with TELUS for other UC Services.

If the Customer willfully provides inaccurate information to TELUS or fails to provide information updates to TELUS promptly, such actions or inactions will be considered a material breach of the Business Anywhere Agreement.

For UC Services that utilize Active Directory® synchronization, the Customer is responsible to execute the Active Directory® synchronization application provided by TELUS as instructed by TELUS. TELUS shall have no liability for any direct, indirect, incidental, special, exemplary, or consequential damages (including lost profits), however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of the use of the Active Directory® synchronization application, even if advised of the possibility of such damages.

TELUS is not responsible for, or liable for any damages arising from, viruses or spam that may infect the Customer's computer equipment or other property as a result of the Customer's access to or use of the UC Services or by downloading any information, data, software or other materials or content using the UC Services.

TELUS makes no representations or warranties with respect to the availability of Customer data for data restoration purposes or, if data is available for restoration purposes, the time it will take to restore Customer data. If the Customer requests that TELUS restores data deleted by the Customer and the data is available for restoration, TELUS will utilize commercially reasonable efforts to restore the data within a reasonable period of time. The Customer shall pay TELUS for work performed by TELUS at TELUS’ then in effect hourly rate for such services in one hour increments.

The TELUS Privacy Commitment at http://www.telus.com/privacy/privacy.html (the "TELUS Privacy Commitment") describes how TELUS collects, stores, processes and uses information associated with the Customer’s use of UC Services. The Customer consents to the collection, use and disclosure by TELUS and its agents of your personal information (whether previously collected or to be collected) for the purposes identified in the TELUS Privacy Commitment. The TELUS Privacy Commitment may be updated from time-to-time.

Any links to a supplier’s or other third party website provided as part of the UC Services are provided as a convenience only , and TELUS is not responsible for and makes no representations, warranties or conditions concerning the contents of any linked site. The Customer shall comply with the terms and conditions of use that may apply to the use of the linked sites.

To comply with applicable laws and lawful government requests, to protect TELUS' systems, its licensors, suppliers, and customers, or to ensure the integrity and operation of TELUS' business and systems, TELUS may access and disclose any information it considers necessary or appropriate including user profile information (i.e., name, email address, etc.), IP addressing and traffic information, usage history, and Content. TELUS also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. To comply with any law, regulation court order or other government request or order, TELUS may access, preserve and disclose any telecommunications related data or information associated with the Customer’s use of UC Services. To the extent any inconsistency exists between any terms of the TELUS Privacy Commitment and TELUS' right to disclose under this sub-section, TELUS' right to disclose under this sub-section will prevail.

An affiliate of Microsoft Corporation (“Microsoft”) is an underlying supplier of TELUS for certain of the UC Services and as such Microsoft and its licensors are intended third party beneficiaries of these Service Terms and the Business Anywhere Agreement, with a right of enforcement. The Customer will co-operate in good faith with Microsoft and any other TELUS suppliers in investigating instances of non-compliance with the license requirements if Microsoft or any other TELUS supplier believes in good faith that a Customer is not in compliance. All support for the UC Services is provided by TELUS and is not provided by TELUS’ suppliers. Without limiting anything in the Business Anywhere Agreement, all warranties by TELUS’ suppliers and any liability of TELUS’ suppliers for damages, whether direct, indirect, or consequential, arising from the use of the UC Services, are disclaimed.

TELUS is not responsible to notify any third party of any suspension, restriction or termination of the UC Services. If the UC Services are suspended, restricted or terminated, TELUS shall have no obligation to maintain any Content or other information related to the UC Services and all such Content or information may be immediately deleted.

TELUS will provide the Customer designated service administrator with technical support and problem resolution services with respect to the UC Services. Technical support and problem resolution services are based on a trouble ticket created when the service administrator contacts TELUS for support or assistance in resolving a problem. Technical support and problem resolution services:

do not extend to providing assistance with the use of Microsoft Outlook or other desktop, web or mobile applications used to access the UC Services; and
will not be provided to Customer personnel other than the Customer designated service administrator or the administrator’s delegates.
If TELUS has assisted in technical support or problem resolution, and TELUS has determined that a service outage or other problem was not caused by TELUS, or if the Customer has made what TELUS, acting reasonably, considers to be an excessive number of trouble calls during any one month, TELUS may bill the Customer for such assistance. TELUS will provide the service administrator with reasonable problem resolution assistance before any such support and assistance becomes billable. TELUS shall advise the service administrator that there may be billable charges on a problem prior to beginning any billable work.

TELUS reserves the right to perform maintenance services with respect to UC Services including installation, maintenance, and/or changes, during TELUS’ standard maintenance windows. In the event that additional service times are required, TELUS will provide notice to the Customer when possible, unless the maintenance services are classed as emergencies by TELUS. TELUS will perform emergency maintenance services as required, but will use reasonable efforts to provide the Customer with notice of such emergency maintenance services. The standard maintenance windows for UC Services are:

in Ontario/Quebec, 12 am to 4 am Sunday, and 5 am to 7 am Tuesday, local time;
in Alberta, 10 pm Saturday to 2 am Sunday, and 3 am to 5 am Tuesday, local time; and
in British Columbia, 9 pm Saturday to 1 am Sunday, and 2 am to 4 am Tuesday, local time.

20.1 Service Level Agreement Categories and Service Level Agreement Targets

For each UC Service contracted by the Customer, except Active Directory® Synchronization Service, TELUS will utilize commercially reasonable efforts to meet the Service Level Agreement Target.

“Service Availability” refers to the time during which the UC Service is available for use. Service Availability is measured over a calendar month. Service Level Agreement Targets are calculated based on a 30-day period. Maintenance periods, Excluded Time and installations are excluded from calculations. The time the Customer trouble report is received by TELUS will mark the start of the time of the outage or failure for the purpose of calculating Service Availability. If TELUS fails to meet the Service Level Agreement Target, TELUS will investigate and make commercially reasonable efforts to correct the problem.

“Severity Levels” means the categorization of a problem coming from a Customer trouble report, based on the following descriptions:

Only trouble reports having a Severity Level 1 or Severity Level 2 will be included in the calculation of Service Availability.

“Excluded Time” refers to periods of UC Services unavailability caused by reasons beyond TELUS’ reasonable control and includes:

operations under a disaster recovery plan (provided that TELUS: (i) complies with its material obligations concerning execution of the disaster recovery plan; (ii) is not excused from service level metrics applicable to services not affected by the disaster or any excused downtime);
conditions of force majeure;
failure of power, services, equipment, systems or any other applicable components not provided or maintained by TELUS that has a direct and/or indirect impact to the UC Services;
outages caused by the Customer or any other party other than TELUS;
local access facilities, MAN, private line or other services not supplied or contracted through TELUS;
“Test” and “No Trouble Found” inquiry tickets;
outages during any period when the Customer has released the UC Services to TELUS for the purpose of rearrangement or for the implementation of a service order;
outages due to software and hardware defects of access devices and systems not under TELUS’ control which provide service to and/or from the UC Services;
outages due to configuration issues and applications that prevent or deter other applications from obtaining suitable services and co-existing with other applications via TELUS service for the Customer (these include architectural defects in these applications and denial of service originated from any systems not under TELUS’ control or any DNS Hosting Service related problems); and
reprioritization of TELUS resources (already engaged in restoring a UC Service trouble) by the Customer that may result in TELUS missing a Service Level Agreement Target.

20.2 Failure to Meet Service Level Agreement Target

If actual Service Availability achieved in relation to any UC Service (except Active Directory® Synchronization Service) is less than the applicable Service Level Agreement Target for three (3) consecutive billing periods, the Customer shall have the right to terminate the applicable UC Service by giving thirty (30) days notice to TELUS, and without any obligation or liability to pay termination charges. Failure to meet a Service Level Agreement Target is not a breach or default of any provision of the Business Anywhere Agreement and the right of termination in this sub-section 20.2 is the Customer’s only remedy for any such failure.

NOTICE REGARDING USE OF MICROSOFT SOFTWARE PRODUCTS
This document concerns your use of Microsoft software, which includes computer software provided to you by TELUS as described below, and may include associated media, printed materials, and “online” or electronic documentation (individually and collectively “Software Products”).

TELUS does not own the Software Products and the use of the Software Products is subject to certain rights and limitations of which TELUS needs to inform you. Your right to use the Software Products is subject to your agreement with TELUS, and to your understanding of, compliance with, and consent to the following terms and conditions, which TELUS does not have the authority to vary, alter or amend.

1.DEFINITIONS.

“Client Software” means software that allows a Device to access or utilize the services or functionality provided by the Server Software.

“Device” means each of a computer, workstation, terminal, handheld PC, pager, telephone, personal digital assistant “smart phone”, or other electronic device.

“Server Software” means software that provides services or functionality on a computer acting as a server.

“Redistribution Software” means the software described in paragraph 4 below.

2.OWNERSHIP OF SOFTWARE PRODUCTS. The Software Products are licensed to TELUS from an affiliate of the Microsoft Corporation. All title and intellectual property rights in and to the Software Products (and the constituent elements thereof, including but not limited to any images, photographs, animations, video, audio, music, text and “applets” incorporated into the Software Products) are owned by Microsoft or its suppliers. The Software Products are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Your possession, access, or use of the Software Products does not transfer any ownership of the Software Products or any intellectual property rights to you.

3.USE OF CLIENT SOFTWARE. You may only use the Client Software installed on your Devices by TELUS only in accordance with the instructions, and only in connection with the services, provided to you by TELUS.

4.USE OF REDISTRIBUTION SOFTWARE. In connection with the services provided to you by TELUS, you may have access to certain “sample”, “redistributable” and/or software development (“SDK”) software code and tools (individually and collectively “Redistribution Software”). YOU MAY NOT USE, MODIFY, COPY, AND/OR DISTRIBUTE ANY REDISTRIBUTION SOFTWARE UNLESS YOU EXPRESSLY AGREE TO AND COMPLY WITH CERTAIN ADDITIONAL TERMS CONTAINED IN THE SERVICES PROVIDER USE RIGHTS (“SPUR”) APPLICABLE TO TELUS, WHICH TERMS MUST BE PROVIDED TO YOU BY TELUS. Microsoft does not permit you to use any Redistribution Software unless you expressly agree to and comply with such additional terms, as provided to you by TELUS.

5.COPIES.You may not make any copies of the Software Products; provided, however, that you may (a) make one (1) copy of Client Software on your Device as expressly authorized by TELUS; and (b) you may make copies of certain Redistribution Software in accordance with paragraph 4. You must erase or destroy all such Client Software and/or Redistribution Software upon termination or cancellation of your agreement with TELUS, upon notice from TELUS or upon transfer of your Device to another person or entity, whichever first occurs. You may not copy the printed materials accompanying the Software Products.

6.LIMITATIONS ON REVERSE ENGINEERING DECOMPLIATION AND DISASSEMBLY. You may not reverse engineer, decompile, or disassemble the Software Products, except and only to the extent that applicable law, notwithstanding this limitation expressly permits such activity.

7.NO RENTAL. You may not rent, lease, lend, pledge, or directly or indirectly transfer or distribute the Software Products to any third party, and you may not permit any third party to have access to and/or use the functionality of the Software Products.

8.TERMINATION. Without prejudice to any other rights, TELUS may terminate your rights to use the Software Products if you fail to comply with these terms and conditions. In the event of termination or cancellation, you must stop using and/or accessing the Software Products, and destroy all copies of the Software Products and all of its component parts.

9.NO WARRANTIES, LIABILITIES OR REMEDIES BY MICROSOFT. ANY WARRANTIES, LIABILITY FOR DAMAGES AND REMEDIES, IF ANY, ARE PROVIDED SOLELY BY TELUS AND NOT BY MICROSOFT OR ITS AFFILIATES OR SUBSIDIARIES.

10.PRODUCT SUPPORT. Any product support for the Software Products is provided to you by TELUS and is not provided by Microsoft or its affiliates or subsidiaries.

11.NOT FAULT TOLERANT. THE SOFTWARE PRODUCTS MAY CONTAIN TECHNOLOGY THAT IS NOT FAULT TOLERANT AND IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN ENVIRONMENTS OR APPLICATIONS IN WHICH THE FAILURE OF THE SOFTWARE PRODUCTS COULD LEAD TO DEATH, PERSONAL INJURY OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

12.EXPORT RESTRICTIONS. The Software Products are of U.S. origin for purposes of U.S. export control laws. You agree to comply with all applicable international and national laws that apply to the Software Products, including the U.S. Export Administration Regulations, as well as end-user, end use and destination restrictions issued by U.S. and other governments. For additional information, see http://www.microsoft.com/exporting/.

13.LIABILITY FOR BREACH. In addition to any liability you may have to TELUS, you agree that you will also be legally responsible directly to Microsoft for any breach of these terms and conditions